INTERPHASE CORP
10-Q, 1996-05-14
COMPUTER PERIPHERAL EQUIPMENT, NEC
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                       SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549


                                    FORM 10-Q

                   QUARTERLY REPORT UNDER SECTIONS 13 OR 15(d)

                     OF THE SECURITIES EXCHANGE ACT OF 1934


For the Quarter Ended March 31, 1996             Commission File Number 0-13071


                             INTERPHASE CORPORATION
             (Exact name of registrant as specified in its charter)

                  Texas                                  75-1549797
         (State of incorporation)             (IRS Employer Identification No.)


                        13800 Senlac, Dallas, Texas 75234
                    (Address of principal executive offices)



                                 (214)-654-5000
              (Registrant's telephone number, including area code)


- --------------------------------------------------------------------------------
Indicate by check mark whether the registrant (1) has filed all reports required
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.

          Class                                 Outstanding at May 3, 1996

Common Stock, No par value                              4,705,713

<PAGE>

                             INTERPHASE CORPORATION

                                      INDEX



Part I -Financial Information

   Item 1. Consolidated Interim Financial Statements

             Consolidated Balance Sheets as of March 31, 1996
               and October 31, 1995                                           3

             Consolidated Statements of Operations for the three months
               ended March 31, 1996 and April 30, 1995                        4

             Consolidated Statements of Cash Flows for the three months
               ended March  31, 1996 and April 30, 1995                       5

             Notes to Consolidated Interim Financial Statements               6

   Item 2. Management's Discussion and Analysis of
             Financial Condition and Results of Operations                    7


Part II- Other Information

           Signature                                                          8


                                       2
<PAGE>


                             INTERPHASE CORPORATION

                           CONSOLIDATED BALANCE SHEETS
                     (in thousands, except number of shares)
<TABLE>
<CAPTION>

ASSETS                                                                        March 31,                October 31,
                                                                                1996                     1995
                                                                             ------------            -------------
                                                                             (Unaudited)
<S>                                                                          <C>                     <C>
Cash and cash equivalents                                                         $1,704                   $3,320
Marketable securities                                                              7,313                    9,366
Trade accounts receivable, less allowances for uncollectible
     accounts of $238 and $238, respectively                                       8,520                    7,521
Inventories, net                                                                   9,065                    7,486
Prepaid expenses and other current assets                                          1,006                      957
Deferred income taxes, net                                                                                    594
                                                                                     603
                                                                             ------------            -------------
     Total current assets                                                         28,211                   29,244

Machinery and equipment                                                           11,689                   10,920
Leasehold improvements                                                             2,790                    2,758
Furniture and fixtures                                                                                        351
                                                                                     267
                                                                             ------------            -------------
                                                                                  14,746                   14,029
Less-accumulated depreciation and amortization                                    (9,452)                  (8,820)
                                                                             ------------            -------------
     Total property and equipment, net                                             5,294                    5,209

Capitalized software, net of accumulated amortization                                                         524
                                                                                     462
Deferred income taxes, net                                                                                    301
                                                                                     301
Other assets                                                                                                  152
                                                                                     214
                                                                             ------------            -------------
     Total assets                                                                $34,482                  $35,430
                                                                             ============            =============

LIABILITIES AND SHAREHOLDERS' EQUITY

Accounts payable and accrued liabilities                                          $3,078                   $3,193
Accrued compensation                                                               1,289                    1,357
Income taxes payable                                                                                          366
                                                                                       -
                                                                             ------------            -------------
     Total current liabilities                                                     4,367                    4,916

Deferred lease obligations                                                                                    103
                                                                                      92
                                                                             ------------            -------------

     Total liabilities                                                             4,459                    5,019

Common stock, no par value; 100,000,000 shares authorized;
     4,692,233 and 4,661,303 shares outstanding                                   24,331                   24,177
Retained earnings                                                                  5,739                    6,263
Unrealized holding period loss
                                                                                     (47)                     (29)
                                                                             ------------            -------------

     Total shareholders' equity                                                   30,023                   30,411
                                                                             ------------            -------------

     Total liabilities and shareholders' equity                                  $34,482                  $35,430
                                                                             ============            =============

</TABLE>

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


                                       3
<PAGE>


                             INTERPHASE CORPORATION

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                     (in thousands except per share amounts)

                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                                                  Three Months Ended
                                                                                       ------------------------------------------
                                                                                            31-Mar-96             30-Apr-95
                                                                                          --------------         -------------
               <S>                                                                        <C>                    <C>
               Revenues                                                                     $    11,877              $ 11,473
               Cost of sales                                                                      5,686                 5,702
                                                                                          --------------         -------------

               Gross profit                                                                       6,191                 5,771
 
               Research and development                                                           2,228                 1,875
               Sales and marketing                                                                2,131                 2,061
               General and administrative                                                           987                 1,004
                                                                                          --------------         -------------
                  Total operating expenses                                                        5,346                 4,940
                                                                                          --------------         -------------

               Operating income                                                                     845                   831
                                                                                          --------------         -------------

               Interest income                                                                      166                   144
               Other, net                                                                            (4)                   30
                                                                                          --------------         -------------

               Income before income taxes                                                         1,007                 1,005

               Provision  for income taxes                                                          363                   360
                                                                                          --------------         -------------

               Net income                                                                          $644                  $645
                                                                                          ==============         =============

               Net income  per common and
                    common equivalent share                                                       $0.13                 $0.13
                                                                                          ==============         =============

               Weighted average common and common
                       equivalent shares                                                          5,064                 4,973
                                                                                          ==============         =============
</TABLE>


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


                                       4
<PAGE>


                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (in thousands)
<TABLE>
<CAPTION>

                                                                                           Three Months Ended
                                                                                               (Unaudited)
                                                                                     --------------------------------
                                                                                       31-Mar-96        30-Apr-95
                                                                                     ---------------  ---------------
<S>                                                                                  <C>              <C>
Cash flow from operating activities:
  Net income                                                                           $       644        $     645
  Adjustment to reconcile  net income to net cash  provided  (used) by operating
activities:

   Depreciation and amortization
                                                                                               791              665
   Change in assets and liabilities:
       Trade accounts receivable                                                            (4,574)             781
       Inventories                                                                             594             (804)
       Prepaid expenses and other current assets                                              (142)             (44)
       Accounts payable and accrued liabilities                                                243              (63)
       Accrued compensation                                                                   (111)             317
       Income taxes payable                                                                     -               (75)

   Deferred income taxes payable                                                               (10)             481
   Deferred lease obligations                                                                   (7)              (1)
                                                                                     ---------------  ---------------
   Net adjustments                                                                          (3,216)           1,257
                                                                                     ---------------  ---------------
       Net cash provided (used) by operating activities                                     (2,572)           1,902

Cash flows from investing activities:
   Additions to property, equipment and leasehold improvements                                (798)            (355)
   Additions to capitalized software                                                           (85)             (30)
   Decrease (Increase) in other assets                                                           9              (14)
   Decrease (Increase) in marketable securities                                              2,054             (125)
   Change in holding period gain/loss on marketalbe securities                                 (18)              88
                                                                                     ---------------  ---------------
       Net cash provided  (used) by investing activities                                     1,162             (436)

Cash flows from financing activities:
   Principal payments on capital lease obligations                                             -                 56
   Increase in common stock                                                                    137               -
                                                                                     ---------------  ---------------
       Net cash provided (used) by financing activities                                        137               56
                                                                                     ---------------  ---------------

Net increase (decrease) in cash and cash equivalents                                        (1,273)           1,522

Cash and cash equivalents at beginning of year                                               2,977            3,527
                                                                                     ---------------  ---------------

Cash and cash equivalents at end of period                                               $    1,704       $   5,049
                                                                                     ===============  ===============

Supplemental Disclosure of Cash Flow Information:
Income taxes paid                                                                               472              -
Income taxes refunded                                                                             8              -

</TABLE>

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


                                       5
<PAGE>

                             INTERPHASE CORPORATION

               NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS


1.       BASIS OF PRESENTATION

The accompanying  consolidated interim financial statements include the accounts
of  Interphase   Corporation  and  its  wholly  owned  subsidiary.   Significant
intercompany accounts and transactions have been eliminated.

   Effective  January  31,  1996 the  Company  changed  its fiscal year end from
October 31 to  December  31. For  comparison  purposes,  results for the quarter
ended  March 31,  1996,  are being  compared  with  results  from the prior year
quarter  ended  April 30,  1995.  The  Company  has not  recast  the prior  year
financial  information  presented  herein to conform  to the new fiscal  quarter
ends, as management  does not believe such recasting  would be as meaningful for
comparative  purposes,  as the  April 30,  1995  information  presented  herein.
Management  believes the April 30, 1995 results are the most  comparable  to the
quarter  ended March 31, 1996  results,  particularly  for  comparing  trends in
operations.

While the accompanying  interim  financial  statements are unaudited,  they have
been  prepared  by the  Company  pursuant  to the rules and  regulations  of the
Securities and Exchange Commission.  In the opinion of the Company, all material
adjustments  and  disclosures  necessary  to fairly  present the results of such
periods have been made. Certain  information and footnote  disclosures  normally
included in financial  statements prepared in accordance with generally accepted
accounting  principles have been condensed or omitted  pursuant to the rules and
regulations  of  the  Securities  and  Exchange   Commission.   These  financial
statements  should  be read  in  conjunction  with  the  consolidated  financial
statements and notes thereto for the year ended October 31, 1995.


2.       NET INCOME PER COMMON AND COMMON EQUIVALENT SHARE


Net income per common and common equivalent share is computed using the weighted
average number of outstanding  shares and common equivalent shares. The dilutive
impact of  outstanding  stock  options have been  considered  under the treasury
stock method using the greater of the average bid price or closing bid price for
the period.

Weighted average common and common equivalent shares:
                                         Three Months Ended:
                                     March 31,        April 30,
         (in thousands)                1996             1995
                                     -------           ------
         Outstanding                   4,683            4,535
         Stock options                   381              438
                                     -------           ------
                  Total                5,064            4,973
                                     =======            =====

                                       6
<PAGE>

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


RESULTS OF OPERATIONS

Revenues  for the three  months  ended  March 31,  1996  increased  $404,000  or
approximately  4% to $11,877,000 as compared to $11,473,000  for the three month
period ended April 30, 1995.  Networking  products  represented  a growth of 18%
over the three month period ended April 30, 1995. FDDI product revenues declined
3%, while Ethernet increased 26% and ATM increased 132%.  Networking products in
total comprised 72% of total revenues for the first quarter of 1996, as compared
to 64% for the three month period ended April 30, 1995.  FDDI,  Ethernet and ATM
represented  45% , 16% and 8% of total  revenues,  respectively  for the  period
ended March 31, 1996.  Mass storage  product  revenues,  primarily  SCSI adapter
cards,  decreased 19% in 1996 compared to the three month period ended April 30,
1995. Mass storage products  comprised 24% of total revenues in 1996 compared to
30% for the three month  period  ended  April 30,  1995.  Geographically,  North
America revenues comprised 89% of consolidated  revenues in the first quarter of
1996  compared  to 87% for the  three  month  period  April 30,  1995.  European
revenues  comprised  7% of  consolidated  revenues in the first  quarter of 1996
compared to 9% for the three month  period  ended  April 30,  1995.  Pacific Rim
revenues  comprised  4% of  consolidated  revenues in the first  quarter of 1996
compared to 4% for the three month period ended April 30, 1995.

The gross  margin  percentage  for the three  months  ended  March 31,  1996 was
approximately  52% as compared to  approximately  50% for the three month period
ended April 30, 1995.

Operating  expenses  for the  three  month  period  ended  March  31,  1996 were
$5,346,000  representing  approximately 45% of consolidated revenue, as compared
to 43% for the three month period ended April 30, 1995.  The increased  spending
is primarily the result of additional research and development expenditures.


LIQUIDITY AND CAPITAL RESOURCES

The Company's  cash , cash  equivalents  and  marketable  securities  aggregated
$9,017,000 at March 31, 1996, and  $12,686,000 at October 31, 1995. The decrease
in cash  position is  primarily  the result of funding on going  operations,  an
increase in inventory and an increase in accounts  receivable  since October 31,
1995.  The  Company  expects  that its cash,  cash  equivalents  and  marketable
securities will be adequate to meet foreseeable needs for the next 12 months.


                                       7
<PAGE>



SIGNATURE


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.


                                                     INTERPHASE CORPORATION
                                                           (Registrant)



Date:  May 14, 1996


                                                 /s/ Robert L. Drury
                                                 -------------------
                                                 Robert L. Drury
                                                 Chief Financial Officer and
                                                 Vice President Finance
                                                 (Principal Financial and
                                                 Accounting officer)

                                       8
<PAGE>

<TABLE> <S> <C>

<ARTICLE> 5
<MULTIPLIER> 1000
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               MAR-31-1996
<CASH>                                           1,704
<SECURITIES>                                     7,313
<RECEIVABLES>                                    8,758
<ALLOWANCES>                                       238
<INVENTORY>                                      9,065
<CURRENT-ASSETS>                                28,211
<PP&E>                                          14,746
<DEPRECIATION>                                   9,452
<TOTAL-ASSETS>                                  34,482
<CURRENT-LIABILITIES>                            4,367
<BONDS>                                              0
                                0
                                          0
<COMMON>                                        24,331
<OTHER-SE>                                       5,692
<TOTAL-LIABILITY-AND-EQUITY>                    34,482
<SALES>                                         11,877
<TOTAL-REVENUES>                                11,877
<CGS>                                            5,686
<TOTAL-COSTS>                                    5,686
<OTHER-EXPENSES>                                 5,346
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                  1,007
<INCOME-TAX>                                       363
<INCOME-CONTINUING>                                644
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                       644
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                     0.13

</TABLE>


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