DATA TRANSLATION INC
10-Q, 1995-07-17
COMPUTER PERIPHERAL EQUIPMENT, NEC
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<PAGE>
 
                      SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C.   20549
        
                                   FORM 10-Q

(Mark One)      

   [X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
             THE SECURITIES EXCHANGE ACT OF 1934
                
        For The Quarterly Period Ended:    May 31, 1995     
                                          -----------------

   [ ]  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: 0-14779
                           -------

        
                             DATA TRANSLATION, INC.
            ------------------------------------------------------      
            (Exact name of registrant as specified in its charter)      
        
          Massachusetts                               04-2532613
  --------------------------------      -------------------------------------
   (State or other jurisdiction         (I.R.S. Employer Identification Number)
  of organization or incorporation)               
        
                                 100 Locke Drive
                            Marlborough, Massachusetts   
          ------------------------------------------------------------
                    (Address of principal executive offices)
                
                                    01752
           ----------------------------------------------------------
                                  (Zip code)

                                 (508) 481-3700
              ----------------------------------------------------
              (Registrant's telephone number, including area code)

        
                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         
                            -------                --------

                Indicate the number of shares outstanding of each of the
        issuer's classes of common stock, as of the latest practicable 
        date.
        
                                                        
      Common Stock, par value $.01 per share         3,018,277 shares
      --------------------------------------  ---------------------------------
                     Class                     Outstanding at June 30, 1995
        
<PAGE>
 
                                                             Page 2 of 14
                                                           





                DATA TRANSLATION, INC. AND SUBSIDIARIES


                                INDEX
                                -----

                                                                 Page No.
        Financial Information:                                   --------

          Consolidated Balance Sheets as of
            November 30, 1994 and May 31, 1995 ..................... 3

          Consolidated Statements of Operations for the 
            Three and Six Months Ended May 31, 1994 and 1995 ....... 4 
          
          Consolidated Statements of Stockholders' Equity
            For the Fiscal Year Ended November 30, 1994
              and the Six Months Ended May 31, 1995 ................ 5

          Consolidated Statements of Cash Flows for the 
            Six Months Ended May 31, 1994 and 1995 ................. 6

          Notes to Consolidated Financial Statements ............... 7-9

          Management's Discussion and Analysis of 
            Financial Condition and Results of Operations .......... 10-12


        Part II - Other Information ................................ 13

        Signatures ................................................. 14

                                                        
<PAGE>
 
                                                                    Page 3 of 14
                     DATA TRANSLATION, INC. & SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS
<TABLE> 
<CAPTION> 
                                                                      November 30,      May 31,
                                                                          1994            1995
                                                                      ------------    ------------
                                                                                       (unaudited)
<S>                                                                  <C>             <C> 
Current Assets:                                                      
          Cash and cash equivalents                                  $  1,592,000    $  5,777,000
          Marketable securities (Note 2)                                2,487,000       6,569,000 
          Accounts receivable, net of reserves of
            $435,000 in 1994 and $462,000 in 1995                       9,045,000      10,718,000
          Inventories                                                   2,759,000       5,566,000
          Prepaid expenses                                                647,000       1,225,000
          Prepaid income taxes                                             61,000          65,000
                                                                      ------------    ------------
             Total current assets                                      16,591,000      29,920,000 

Equipment and Leasehold Improvements, net                               2,367,000       2,896,000
                                                               
Other Assets - net                                                        241,000         246,000
                                                                      ------------    ------------
Total Assets                                                         $ 19,199,000    $ 33,062,000
                                                                      ============    ============

Current Liabilities:
          Accounts payable                                           $  3,745,000    $  3,923,000
          Due to related party                                            546,000           -    
          Accrued expenses                                              3,922,000       7,191,000
                                                                      ------------    ------------
             Total current liabilities                                  8,213,000      11,114,000 

Deferred Income Taxes                                                       2,000           3,000

Stockholders' Equity:
        Preferred Stock, $.01 par value,
           Authorized - 1,000,000 shares, none issued                       -               -
        Common Stock, $.01 par value,
           Authorized - 10,000,000 shares, issued -
           3,383,000 in 1994 and 3,450,000 in 1995                         34,000          35,000
        Capital in excess of par value                                  8,773,000      15,071,000
        Retained earnings                                               6,894,000       8,632,000
        Cumulative translation adjustment                                  64,000         102,000
        Less treasury stock, at cost, 1,127,000
           shares in 1994 and 435,000 shares in 1995                   (4,781,000)     (1,843,000)
        Reserve for unrealized investment losses                            -             (52,000)
                                                                      ------------    ------------

             Total stockholders' equity                                10,984,000      21,945,000

Total Liabilities and Stockholders Equity                            $ 19,199,000    $ 33,062,000
                                                                      ============    ============
</TABLE> 

                       The accompanying notes are an integral part of these
                               consolidated financial statements.
<PAGE>
 
                                                                    Page 4 of 14

                    DATA TRANSLATION, INC. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                                  (Unaudited)

<TABLE> 
<CAPTION> 
                                        Three Months Ended May 31,           Six Months Ended May 31,
                                           1994              1995             1994              1995     
                                       -----------      ------------      ------------      -------------
<S>                                   <C>             <C>               <C>               <C> 
Net sales:                                                                                               
  Digital Media                       $ 2,840,000      $  6,979,000      $  4,463,000      $  12,186,000 
  Data acquisition and imaging          5,601,000         5,001,000        11,545,000         10,776,000
  Networking distribution               3,770,000         5,396,000         7,156,000          9,251,000 
                                       -----------      ------------      ------------      -------------
Total net sales                        12,211,000        17,376,000        23,164,000         32,213,000
                                                                                                         
Cost of sales                           6,543,000         9,035,000        12,434,000         16,746,000
                                       -----------      ------------      ------------      -------------

  Gross profit                          5,668,000         8,341,000        10,730,000         15,467,000

Research and development expenses       1,793,000         1,844,000         3,490,000          3,527,000   
Selling and marketing expenses          3,040,000         4,666,000         5,851,000          8,602,000
General and administrative expenses       852,000           958,000         1,657,000          1,874,000
                                       -----------      ------------      ------------      -------------

  Operating income (loss)                 (17,000)          873,000          (268,000)         1,464,000

Interest income                            49,000           217,000            84,000            359,000
Interest expense                           (3,000)            -                (4,000)            (8,000)  
Other income (expense)                     (9,000)            3,000           (36,000)            (2,000)  
                                       -----------      ------------      ------------      -------------
  Income (loss) before provision                                                                  
           for income taxes                20,000         1,093,000          (224,000)         1,813,000 
                                                                                                         
Tax provision                              60,000            62,000            72,000             75,000   
                                       -----------      ------------      ------------      -------------

  Net income (loss)                   $   (40,000)     $  1,031,000      $   (296,000)     $   1,738,000
                                       ===========      ============      ============      =============
                                                                                                         
                                                                                                         
Net income (loss) per common share         ($0.02)            $0.31            ($0.14)             $0.53   
                                       ===========      ============      ============      =============
Weighted average number of common        
  shares outstanding                    2,186,000         3,343,000         2,174,000          3,274,000

</TABLE> 
                  The accompanying notes are an integral part of these unaudited
                                   consolidated financial statements.
<PAGE>
 
                                                                    Page 5 of 14

                                  DATA TRANSLATION, INC. AND SUBSIDIARIES 
                              CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY  
                                               (Unaudited)

<TABLE> 
<CAPTION> 
                                       Common Stock                           
                                       $.01 Par Value
                              --------------------------------
                                                                                                         Reserve for
                                                      Capital in               Cumulative                unrealized      Total    
                                 Issued               Excess of    Retained    Translation    Treasury   investment   Stockholders'
                                 Shares     Amount    Par Value    Earnings    Adjustment     Stock       losses         Equity   
                              ----------------------------------------------------------------------------------------------------- 

   <S>                          <C>         <C>      <C>          <C>          <C>           <C>           <C>         <C> 
   Balance November 30, 1993    3,282,000   $33,000  $8,322,000   $6,574,000   ($102,000)   ($4,781,000)     -         $10,046,000
                                                                                                                             
   Proceeds from stock plans      124,000     1,000     762,000         -           -              -         -             763,000  

                                                                                                                             
   Effect of stock-for-stock                                                                                                 
      exercise                    (23,000)     -       (311,000)        -           -              -         -            (311,000)
                                                                                                                             
   Translation adjustment            -         -           -            -        166,000           -         -             166,000
                                                                                                                             
   Net income                        -         -           -         320,000        -              -         -             320,000
                              ----------------------------------------------------------------------------------------------------- 

   Balance November 30, 1994    3,383,000   $34,000  $8,773,000   $6,894,000     $64,000    ($4,781,000)     -         $10,984,000
                                                                                                                            
   Proceeds from stock plans       67,000     1,000     434,000         -           -              -          -            435,000

   Public sale of treasury 
    stock, net of issuance 
    costs of $375,000                -         -      5,864,000         -           -         2,938,000       -          8,802,000
                                                                                                                   
   Translation adjustment            -         -           -            -         38,000           -                        38,000
                                                                                                                   
   Net income                        -         -           -       1,738,000        -              -                     1,738,000
                                                                                                                   
   Reserve for unrealized                                                                                          
     investment losses               -         -           -            -           -              -      (52,000)         (52,000)
                              -----------------------------------------------------------------------------------------------------
   Balance May 31, 1995         3,450,000   $35,000 $15,071,000   $8,632,000    $102,000    ($1,843,000) ($52,000)     $21,945,000
                              =====================================================================================================
</TABLE> 
                       
             The accompanying notes are an integral part of these 
                      consolidated financial statements.
<PAGE>
 
                                                                   Page 6 of 14
                  DATA TRANSLATION, INC. AND SUBSIDIARIES
                   CONSOLIDATED STATEMENTS OF CASH FLOWS
                            (unaudited)
<TABLE> 
<CAPTION> 
                                                            Six Months Ended:
                                                        May 31,           May 31,
                                                         1994              1995
                                                      ----------        ----------
<S>                                                  <C>               <C> 
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income (loss)                                  $  (296,000)      $ 1,738,000
  Adjustments to reconcile net income (loss) to 
   net cash provided by (used in) operating 
   activities-
             Depreciation and amortization               843,000           846,000
             Gain on sale of equipment                      -                2,000
             Loss on sale of marketable securities         2,000            34,000

             Change in assets and liabilities-
               Accounts receivable                    (1,241,000)       (1,673,000)
               Inventories                              (622,000)       (2,807,000) 
               Prepaid expenses                         (302,000)         (578,000) 
               Prepaid income taxes                      159,000            (4,000)
               Accounts payable                          506,000           178,000 
               Due to related party                         -             (546,000)
               Accrued expenses                          598,000         3,269,000 
                                                      ----------        ----------
             Net cash provided by (used in) 
              operating activities                   $  (353,000)      $   459,000

CASH FLOWS FROM INVESTING ACTIVITIES:
             Purchases of equipment and leasehold 
              improvments                               (386,000)       (1,295,000)
             Proceeds from sale of equipment               1,000             5,000
             Increase in other assets                    (75,000)          (75,000)
             Purchases of marketable securities         (695,000)       (7,898,000) 
             Proceeds from sales of marketable 
              securities                                 771,000         3,730,000  
                                                      ----------        ----------

             Net cash used in investing activities   $  (384,000)      $(5,533,000)  

CASH FLOWS FROM FINANCING ACTIVITIES:
             Proceeds from stock plans                   249,000           435,000
             Net proceeds from public sale of 
              treasury stock                                -            8,802,000  
                                                      ----------        ----------
             Net cash provided by financing 
              activities                             $   249,000       $ 9,237,000

EXCHANGE RATE EFFECTS                                     77,000            22,000

NET INCREASE (DECREASE) IN CASH AND CASH 
 EQUIVALENTS                                         $  (411,000)      $ 4,185,000

CASH AND CASH EQUIVALENTS, beginning of period         1,528,000         1,592,000    

CASH AND CASH EQUIVALENTS, end of period             $ 1,117,000       $ 5,777,000 
                                                      ==========        ==========
OTHER TRANSACTIONS NOT PROVIDING (USING) CASH
             Decrease in marketable securities              -               52,000
             Increase in reserve for unrealized 
              investment loss                               -              (52,000)
                                                      ==========        ==========
                                                     $      -          $      -
                                                      ==========        ==========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
             Cash paid for income taxes              $     3,000       $    21,000
                                                      ==========        ==========
             Cash paid for interest                  $     1,000       $     8,000
                                                      ==========        ==========
</TABLE> 

             The accompanying notes are an integral part of these 
                      consolidated financial statements.
<PAGE>
 
                                                                Page 7 of 14
                   DATA TRANSLATION, INC. AND SUBSIDIARIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                (UNAUDITED)     

        1.  Basis of Presentation
        
                In the opinion of management, these unaudited consolidated 
        financial statements and disclosures reflect all adjustments necessary
        for fair presentation. The results of operations for the interim periods
        are not necessarily indicative of the results to be expected for the 
        full year.

                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 the 
        rules and regulations of the Securities and Exchange Commission. It is 
        suggested that these consolidated condensed financial statements be 
        read in conjunction with the consolidated financial statements and the 
        notes thereto included in the Company's latest audited financial 
        statements, which are contained in the Company's 1994 Annual Report 
        on Form 10-K, filed with the Securities and Exchange Commission on 
        February 28, 1995.
        
        2. Cash Equivalents and Marketable Securities
        
                Cash equivalents are carried at cost which approximates 
        market value and have maturities of less than three months. Cash 
        equivalents include money market accounts and U.S. Treasury bills. 

                Marketable securities held as of May 31, 1995, consist of
        the following:
(TABLE) 
(CAPTION) 
                                             Maturity             Market Value
                                             ---------------------------------
        (S)                                  (C)                 (C) 
        Investments held to maturity:
            U.S. Treasury Bills               less than 1 year   $4,126,000

        Investments available for sale:
            U.S. Treasury Notes               1 - 5  years        1,292,000

            U.S. Agency Bonds                 1 - 5  years          546,000
            U.S. Agency Bonds                 6 - 10 years          287,000
                                                                   --------
            Total U.S. Agency Bonds                                 833,000

            Utility Bonds                     1 - 5  years          296,000

            U.S. Agency Passthroughs          6 - 10 years           10,000

            Corporate Obligations                10+ years           12,000
                                                                   --------
        Total Investments Available for Sale                     $2,443,000
                                                                  =========
                Marketable securities had a cost of $2,600,000 and $6,621,000 
        at November 30, 1994 and February 28, 1995, respectively, and a market 
        value of $2,487,000 and $6,569,000, respectively. To reduce the carrying
        amount of the portfolio to market value, a valuation allowance in the 
        amount of $113,000 and $52,000 for November 30, 1994 and May 31, 1995
        was established with a corresponding charge to net income on November
        30, 1994 and as a separate component of shareholders' equity on May 31,
        1995 due to the Company's adoption of the provisions of Statement of
        Financial Accounting Standard (SFAS) No. 115, "Accounting of Certain 
        Investments in Debt and Equity Securities" as of December 1, 1994.
<PAGE>
 
                                                                Page 8 of 14
                                                                
                  DATA TRANSLATION, INC. AND SUBSIDIARIES
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               (UNAUDITED)

        3.  Inventories
        
                Inventories are stated at the lower of first-in, first-out
        (FIFO) cost or market and consist of the following:
(TABLE) 
(CAPTION) 
                                        November 30,       May 31,
                                            1994            1995
                                        -----------     -----------
        (S)                             (C)             (C)          
        Raw materials                   $   617,000      $ 1,546,000
        Work-in-process                     434,000          825,000
        Finished goods                    1,708,000        3,195,000
                                          ---------        ---------  
                                        $ 2,759,000      $ 5,566,000
                                          =========        =========
(/TABLE) 
        
        Work-in-process and finished goods inventories include material, 
        labor and manufacturing overhead. Management performs periodic
        reviews of inventory and disposes of items not required by their
        manufacturing plan.
        
        4.  Net Income (Loss) Per Common Share
        
                Net income (loss) per common share is based upon dividing net 
        income (loss) by the weighted average number of common shares out-
        standing during each period. Common equivalent shares have been 
        included for any period where their effect is dilutive. Fully diluted 
        net income (loss) per common share has not been separately presented, 
        as the amounts would not be materially different from the amounts
        presented.

        5.  Contingencies

                On June 7, 1995, a lawsuit was filed against the Company by Avid
        Technology, Inc., in the United States District Court for the District
        of Massachusetts. The complaint generally alleges patent infringement by
        the Company arising from the manufacture, sale, and use of the Company's
        Media 100 product. The complaint includes requests for injunctive
        relief, treble damages, interest, costs, and fees. The Company intends
        to vigorously defend the lawsuit.

                From time to time the Company is involved in disputes and/or
        litigation encountered in its normal course of business. The Company
        does not believe that the ultimate impact of the resolution of any
        outstanding matters will have a material effect on the Company's
        financial condition or results of operations.

        6. Capitalized Software Development Costs
        
                The Company capitalizes certain computer software development
        costs. Such costs, net of accumulated amortization, were approximately
        $215,000 and $220,000 as of November 30, 1994 and May 31, 1995,
        respectively and are included in other assets.  These costs are
        amortized on a straight-line basis over two years which approximates
        the life of the product. Amortization expense, included in cost of 
        goods sold, was approximately $45,000 for the three months ended 
        May 31, 1994 and 1995, respectively. During the six months ended 
        May 31, 1994 and 1995, amortization expense was $90,000 and $70,000,
        respectively. 


<PAGE>
 
                                                                Page 9 of 14

                 DATA TRANSLATION, INC. AND SUBSIDIARIES
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                              (UNAUDITED)



        7. Income Taxes

                In February 1992, the Financial Accounting Standards Board
        issued SFAS No. 109, "Accounting for Income Taxes." The Company 
        adopted the provisions of SFAS No. 109 on December 1, 1993. There was 
        no effect on net income of adopting the provisions of SFAS No. 109.

                The tax provision of $75,000 for the first six months of 
        fiscal 1995 compares to a tax provision of $72,000 in fiscal 1994. 
        Any potential tax provision resulting from operating income by the 
        Company's domestic operations has been offset by net operating loss
        carryforwards.
        
                The components of the net deferred tax amount recognized in
        the accompanying balance sheets are:
<TABLE> 
<CAPTION> 
                                        November 30,        May 31, 
                                            1994             1995
                                        ------------     -------------
        <S>                            <C>               <C> 
        Deferred tax assets            $ 3,563,000       $  2,995,000
        Deferred tax liabilities          (271,000)          (275,000)
        Valuation allowance             (3,294,000)        (2,723,000) 
                                        ----------         ----------
                                       $    (2,000)      $     (3,000)
                                        ==========         ==========
</TABLE> 

                The approximate tax effect of each type of temporary difference
        and carryforward before allocation of the valuation allowance is:
<TABLE> 
        <S>                            <C>               <C> 
        Net operating losses           $ 1,638,000       $    856,000
        Other temporary differences        989,000          1,099,000
        Alternative minimum tax credits     50,000             50,000
        General business credits           615,000            715,000
                                        ----------         ----------
                                       $ 3,292,000       $  2,720,000
                                        ==========         ==========
</TABLE> 
                The tax credit and net operating loss carryforwards expire
        at various dates through 2008. Due to the uncertainty surrounding
        the timing of realizing the benefits of its favorable tax attributes
        in future tax returns, the Company has placed a valuation allowance
        against its otherwise recognizable net deferred tax assets.

                The United States Tax Reform Act of 1986 contains provisions
        which may limit the net operating loss and tax credit carryforwards
        available to be used in any given year in the event of significant
        changes in ownership, as defined.
<PAGE>
 
                                                                Page 10 of 14
        
                 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                        CONDITION AND RESULTS OF OPERATIONS



        Results of Operations 
        
                The following table shows certain consolidated statement
        of operations data as a percentage of total net sales.

<TABLE> 
<CAPTION> 

                                           Three Months        Six Months
                                               Ended             Ended
                                              May 31,            May 31, 
                                         ----------------   ---------------
                                           1994    1995      1994     1995
                                           ----    ----      ----     ----
        <S>                                <C>     <C>       <C>      <C>     
        Net sales:
            Digital media...............   23.3%   40.2%     19.3%    37.8%
            Data acquisition and imaging   45.9    28.8      49.8     33.5
            Networking distribution.....   30.8    31.0      30.9     28.7
                                          -----   -----     -----    -----
        Total net sales.................  100.0   100.0     100.0    100.0

        Gross margin....................   46.4    48.0      46.3     48.0
        Research and development........   14.7    10.6      15.1     11.0
        Selling and marketing...........   24.9    26.9      25.3     26.7
        General and administrative......    6.9     5.5       7.1      5.8
                                          -----   -----     -----    -----
        Income (loss) from operations...   (0.1)    5.0      (1.2)     4.5
        Other income, net...............    0.3     1.3       0.2      1.1
        Provision for taxes.............    0.5     0.4       0.3      0.2
                                          -----   -----     -----    -----
        Net income (loss)...............   (0.3)    5.9      (1.3)     5.4
                                          =====   =====     =====    =====
        </TABLE> 

        Comparison of Second Fiscal Quarter of 1995 to 
           Second Fiscal Quarter of 1994:
                
                Total net sales for the fiscal quarter ended May 31, 1995 were
        $17,376,000, which was an increase of 42.3% or $5,165,000 from the same
        period a year ago. This increase was primarily a result of higher net
        sales from the Company's digital media product, Media 100(R), which
        accounted for $6,979,000 or 40.2% of the Company's total net sales
        compared to $2,840,000 or 23.3% in the same period a year ago. This
        marks the eighth consecutive quarter of increased sales from Media 100
        and includes initial shipments to Grass Valley Group which is selling
        Media 100 as part of an integrated system. Networking distribution sales
        increased $1,626,000 or 43.1% from the comparable quarter in 1994 to
        $5,396,000 or 31.0% of the Company's total net sales. The increase in
        networking products represents improved performance as well as a steady
        growth in demand. Net sales from the Company's data acquisition and
        imaging products were down 10.7% or $600,000 compared to the second
        quarter of fiscal 1994 which reflects a shift in sales toward new, lower
        priced hardware products.

                While total net sales increased 42.3%, cost of sales increased
        by 38.1% increasing the gross margin to 48.0% of total net sales
        compared to 46.4% in the comparable quarter of the prior year. The
        increase in gross margin was primarily a result of higher gross margins
        on the Company's own manufactured product sales due to the higher
        utilization of the Company's manufacturing capacity as well as a
        favorable product mix.
<PAGE>
 
                                                                Page 11 of 14
        
                 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                        CONDITION AND RESULTS OF OPERATIONS
                                    (CONTINUED)
                                        

        Comparison of Second Fiscal Quarter of 1995 to 
           Second Fiscal Quarter of 1994 (continued):
 
                The income from operations for the second fiscal quarter of 1995
        was $873,000, compared to a loss of $17,000 in the comparable quarter of
        the prior year. The operating income reflects the higher net sales and
        gross margins as mentioned above, offset by an increase in operating
        expenses of $1,783,000. Selling and marketing expenses increased by
        $1,626,000 largely due to the additional costs associated with the sales
        and promotion of Media 100. General and administrative expenses, as well
        as, research and development expenses were up slightly from the
        comparable quarter.                

                The tax provision of $62,000 for the second fiscal quarter of
        1995 compares to a tax provision of $60,000 in fiscal 1994 which was
        largely due to the taxable operations in the United Kingdom. Any
        potential tax provision resulting from operating income by the Company's
        domestic operations has been offset by net operating loss carryforwards.

                Net income for the fiscal quarter ended May 31, 1995 was
        $1,031,000 compared to a net loss of $40,000 for the same period in
        1994. Net income for the period in 1995 included $217,000 of interest
        income earned from the proceeds of the earlier public offering. As a
        result, net income per share was $0.31 compared to a net loss per share
        of $0.02 for the second quarter of 1994.

        Comparison of First Half of Fiscal 1995 to 
           First Half of Fiscal 1994:   

                Net sales for the six month period ended May 31, 1995 were
        $32,213,000, which was an increase of 39.1% or $9,049,000 for the same
        period a year ago. The increase was primarily a result of higher net
        sales from Media 100 which has accounted for $12,186,000 or 37.8% of the
        Company's total net sales compared to $4,463,000 or 19.3% in the same
        period a year ago. During the first six months of fiscal 1995,
        networking distribution sales have increased $2,095,000 or 29.3% from
        the comparable period in fiscal 1994. The increases in net sales have
        been offset by lower data acquisition and imaging net sales of $769,000
        or 6.7% from the first six months of fiscal 1994 reflecting a shift in
        sales toward new, lower priced hardware products.
        
                Gross margins for the first six months of fiscal 1995 were 48.0%
        compared to 46.3% in the comparable period of a year ago. This increase
        reflects higher margins on the Company's own manufactured products as
        mentioned previously. To a lesser extent, networking product sales
        constituted a lesser percentage of the Company's total net sales,
        thereby increasing gross margins since the networking products carry a
        significantly lower gross margin than the Company's own manufactured
        products. 
<PAGE>
 
                                                                Page 12 of 14

                 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                        CONDITION AND RESULTS OF OPERATIONS
                                    (CONTINUED)

        Comparison of First Half of Fiscal 1995 to
           First Half of Fiscal 1994 (continued):

                Income from operations for the first half of fiscal 1995 was
        $1,464,000 compared to a loss on operations of $268,000 in the same
        period of a year ago. The operating income reflects the higher net sales
        and gross margins, partially offset by higher operating expenses of
        $3,005,000. Selling and marketing expenses increased by $2,751,000
        reflecting the additional costs associated with the sales and promotion
        of Media 100.

                The tax provision of $75,000 for the first six months of fiscal
        1995 compares to a $72,000 tax provision for the same period of a year
        ago. These tax provisions are a result of profitable operations in the
        United Kingdom. Any potential tax provision resulting from profitable
        operations in the Company's domestic operations has been offset by net
        operating loss carryforwards.

                Net income for the first half of fiscal 1995 was $1,738,000
        compared to a net loss of $296,000 for the same period in 1994. Net
        income for the period in 1995 included $274,000 of interest income
        earned from the proceeds of the earlier public offering. As a result,
        net income per share was $0.52 compared to a net loss per share of $0.14
        in the first half of 1994.


        Liquidity and Capital Resources:
        
                During the first six months of fiscal 1995, the Company's cash
        and cash equivalents balance increased by $4,185,000. This increase was
        primarily a result of a public stock offering generating net proceeds of
        approximately $8,802,000. The net proceeds were invested in U.S.
        Treasury bills with maturities ranging from three months to less than
        one year. Operations provided $459,000 reflecting the net income of
        $1,738,000 offset by higher working capital requirements for the
        Company's growing operations.

                At the end of May, the Company had available an unused line of
        credit in the United Kingdom equivalent to approximately $600,000.

                The Company plans to fund and support a business plan which
        includes continuing investment in research and development for both the
        digital media and other product areas. The Company believes that the net
        proceeds from its recent stock offering, together with cash generated
        from future operations, will be sufficient to meet the Company's cash
        requirements for the foreseeable future.
<PAGE>
 
                                                           Page 13 of 14


                        PART II.  OTHER INFORMATION

        
        Item 1. Legal Proceedings
                -----------------

        On June 7, 1995, a lawsuit was filed against the Company by Avid
        Technology, Inc., in the United States District Court for the District
        of Massachusetts. The complaint generally alleges patent infringement
        by the Company arising from the manufacture, sale, and use of the 
        Company's Media 100 product. The complaint includes requests for 
        injunctive relief, treble damages, interest, costs, and fees. The
        Company intends to vigorously defend the lawsuit.

        Item 4.  Submission of Matters to a Vote of Security Holders
                 ---------------------------------------------------

        The Company held a special meeting in lieu of annual meeting of
        shareholders on April 19, 1995, at which the shareholders re-elected
        the incumbent Directors by the number of shares of Common Stock voted   
        as noted below:

                Proposal
                --------
                Nominees for the office of Director:
<TABLE> 
<CAPTION> 
                                                        Number of Shares
                                                        ----------------
                                                   Voted For        Withheld
                                                   ---------        --------
                <S>                                <C>              <C> 
                a) Alfred A. Molinari, Jr.         2,739,666          2,323
                b) R. Bradford Malt                2,739,466          2,523
                c) Paul J. Severino                2,740,051          1,938
</TABLE> 

        Item 6. Exhibits and Reports on Form 8-K
                --------------------------------
                
                a)  Exhibits
                
                       Exhibit
                       Number             Description
                       -------       ------------------------
                         27          Financial Data Schedule


                b)  Reports on Form 8-K
        
                    No reports on Form 8-K have been filed during the quarter
                    for which this report is filed.
                                
<PAGE>
 
                                                           Page 14 of 14


                                SIGNATURES
        



        
                Pursuant to the requirements 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.
        
        
                                Data Translation, Inc.
        
        
        
        
   Date: July 14, 1995  By:   /s/ Ellen W. Harpin
                             --------------------------------
                                     Ellen W. Harpin
                                 Vice President & Treasurer
                                (Principal Financial Officer)
        


                                                
   Date: July 14, 1995  By:   /s/ Gary B. Godin
                             --------------------------------
                                     Gary B. Godin
                                Chief Accounting Officer &
                                 Corporate Controller
                                 
<PAGE>
 
                                Exhibits

        Exhibits
         Number                Description                       Page
        --------          ---------------------------            ----

        27                 Financial Data Schedule     

<TABLE> <S> <C>

<PAGE>
<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          NOV-30-1995
<PERIOD-START>                             DEC-01-1994
<PERIOD-END>                               MAY-31-1995
<CASH>                                       5,777,000
<SECURITIES>                                 6,569,000
<RECEIVABLES>                               10,718,000
<ALLOWANCES>                                   462,000
<INVENTORY>                                  5,566,000
<CURRENT-ASSETS>                            29,920,000
<PP&E>                                      20,521,000
<DEPRECIATION>                              17,624,000
<TOTAL-ASSETS>                              33,062,000
<CURRENT-LIABILITIES>                       11,114,000
<BONDS>                                              0
<COMMON>                                        35,000
                                0
                                          0
<OTHER-SE>                                  21,910,000
<TOTAL-LIABILITY-AND-EQUITY>                33,062,000
<SALES>                                     32,213,000
<TOTAL-REVENUES>                            32,213,000
<CGS>                                       16,746,000
<TOTAL-COSTS>                               16,746,000
<OTHER-EXPENSES>                            14,003,000
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                               8,000
<INCOME-PRETAX>                              1,813,000
<INCOME-TAX>                                    75,000
<INCOME-CONTINUING>                          1,738,000
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                 1,738,000
<EPS-PRIMARY>                                      .53
<EPS-DILUTED>                                      .53
        

</TABLE>


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