INTEGRATED SYSTEMS INC
10-Q, 1997-07-11
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                       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, 1997

                                       OR

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

             For the transition period from __________ to __________

                         Commission file number: 0-18268


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


                            INTEGRATED SYSTEMS, INC.
             (Exact name of Registrant as specified in its charter)


         California                                   94-2658153
(State or other jurisdiction                       (I.R.S. employer
of incorporation or organization)                  identification no.)


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


                             201 Moffett Park Drive
                               Sunnyvale, CA 94089
                                 (408) 542-1500
                  (Address, including zip code, of Registrant's
                    principal executive offices and 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 _____

The number of shares  outstanding of the  Registrant's  Common Stock on June 30,
1997 was 23,153,216 shares.

The Exhibit Index is located on page 12.                     Page 1 of 14 pages.


<PAGE>

<TABLE>
                            INTEGRATED SYSTEMS, INC.

                                      INDEX
<CAPTION>


                                                                                                 Page
                                                                                                 ----
<S>      <C>                                                                                      <C>
PART I - FINANCIAL INFORMATION

Item 1.   Financial Statements                                                                     3

          Condensed Consolidated Balance Sheets as of May 31, 1997 and February 28, 1997           4

          Condensed Consolidated Statements of Income for the Three Months Ended
          May 31, 1997 and 1996                                                                    5

          Condensed Consolidated Statements of Cash Flows for the Three Months
          Ended May 31, 1997 and 1996                                                              6

          Notes to Condensed Consolidated Financial Statements                                     7

Item 2.   Management's Discussion and Analysis of Financial Condition and Results
          of Operations                                                                            8

Item 3.   Quantitative and Qualitative Disclosures About Market Risks                             11


PART II - OTHER INFORMATION

Item 6.   Exhibits and Reports on Form 8-K                                                        12


SIGNATURES                                                                                        13

</TABLE>



================================================================================
         This Form 10-Q contains  forward-looking  statements (as defined in the
         Private  Securities  Litigation Reform Act of 1995),  including but not
         limited to statements  regarding the Company's  expectations,  hopes or
         intentions regarding the future. Actual results and trends could differ
         materially from those discussed in the forward-looking  statements.  In
         addition,  past trends  should not be perceived as indicators of future
         performance.  Among the  factors  that could  cause  actual  results to
         differ from the forward-looking statements are those detailed elsewhere
         in this Report in  Management's  Discussion  and  Analysis of Financial
         Condition and Results of Operations and in the Company's Securities and
         Exchange Commission reports.
================================================================================

                                      -2-

<PAGE>


                         PART I - FINANCIAL INFORMATION

Item 1.           Financial Statements


The condensed  consolidated  interim financial  statements  included herein have
been  prepared by  Integrated  Systems,  Inc. (the  "Company"),  without  audit,
pursuant to the rules and regulations of the Securities and Exchange Commission.
Although  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, the Company believes that the disclosures made are adequate to make
the  information  presented not  misleading.  It is suggested that the condensed
consolidated  interim  financial  statements  be read in  conjunction  with  the
consolidated  financial  statements  and  the  notes  thereto  included  in  the
Company's  Annual Report on Form 10-K for the year ended  February 28, 1997. The
February 28, 1997 condensed consolidated balance sheet data was derived from the
audited financial  statements,  but does not include all disclosures required by
generally accepted accounting principles.

The accompanying  condensed  consolidated interim financial statements have been
prepared in all material respects in conformity with the standards of accounting
measurements set forth in Accounting Principles Board Opinion No. 28 and, in the
opinion  of  management,  reflect  all  adjustments,  consisting  only of normal
recurring  adjustments,  necessary to summarize  fairly the financial  position,
results of operations,  and cash flows for the periods indicated. The results of
operations for the interim periods  presented are not necessarily  indicative of
the results to be expected for the full year.

                                      -3-

<PAGE>


                            INTEGRATED SYSTEMS, INC.

                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                 (in thousands)

                                                          May 31,   February 28,
                                                           1997         1997
                                                         ---------    ---------
                                                        (unaudited)

                       ASSETS

Current assets:
     Cash and cash equivalents                           $  20,506    $  25,585
     Marketable securities                                   5,292        4,483
     Accounts receivable, net                               26,114       28,266
     Deferred income taxes                                   1,750        1,676
     Prepaid expenses and other                              6,172        4,136
                                                         ---------    ---------
          Total current assets                              59,834       64,146

Marketable securities                                       36,539       24,627
Property and equipment, net                                 18,325       17,956
Intangible assets, net                                       2,767        3,136
Deferred income taxes                                        1,293        1,293
Other assets                                                 1,136        1,344
                                                         ---------    ---------
          Total assets                                   $ 119,894    $ 112,502
                                                         =========    =========

                  LIABILITIES

Current liabilities:
     Accounts payable                                    $   4,511    $   4,143
     Accrued payroll and related expenses                    2,969        3,407
     Other accrued liabilities                               5,905        4,514
     Income taxes payable                                    1,018        1,442
     Deferred revenue                                       17,949       12,621
                                                         ---------    ---------
          Total current liabilities                         32,352       26,127

Other liabilities                                               81          203
                                                         ---------    ---------
          Total liabilities                                 32,433       26,330
                                                         ---------    ---------
              SHAREHOLDERS' EQUITY

Common Stock, no par value, 50,000 shares authorized:
     23,153 and 23,039 shares issued and
     outstanding at  May 31, 1997 and
     February 28, 1997, respectively                        62,030       61,158
Unrealized holding gain on marketable securities, net           87          148
Translation adjustment                                        (873)      (1,130)
Retained earnings                                           26,217       25,996
                                                         ---------    ---------
          Total shareholders' equity                        87,461       86,172
                                                         ---------    ---------
          Total liabilities and shareholders' equity     $ 119,894    $ 112,502
                                                         =========    =========

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

                                      -4-

<PAGE>


                            INTEGRATED SYSTEMS, INC.

                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                      (in thousands, except per share data)
                                   (unaudited)

                                                            Three Months Ended
                                                                 May 31,
                                                         -----------------------
                                                           1997           1996
                                                         --------       --------

Revenue:
    Product                                              $ 15,012       $ 13,718
    Services                                                9,576          9,433
                                                         --------       --------

        Total revenue                                      24,588         23,151
                                                         --------       --------
Costs and expenses:
    Cost of product revenue                                 2,873          2,011
    Cost of services revenue                                4,856          4,174
    Marketing and sales                                    10,060          8,821
    Research and development                                4,802          3,712
    General and administrative                              2,446          2,114
                                                         --------       --------
        Total costs and expenses                           25,037         20,832
                                                         --------       --------

            Income (loss) from operations                    (449)         2,319

Interest and other income                                     795          1,394
                                                         --------       --------

            Income before income taxes                        346          3,713

Provision for income taxes                                    125          1,262
                                                         --------       --------
            Net income                                   $    221       $  2,451
                                                         ========       ========


Earnings per share                                       $   0.01       $   0.11
                                                         ========       ========


Shares used in per share calculations                      23,852         22,709
                                                         ========       ========

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

                                      -5-

<PAGE>

                                                    <TABLE>
                                            INTEGRATED SYSTEMS, INC.

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

                                                                                       Three Months Ended
                                                                                            May 31,
                                                                                    ----------------------------
                                                                                      1997                1996
                                                                                    --------            --------
<S>                                                                                 <C>                 <C>     
Cash flows from operating activities:
     Net income                                                                     $    221            $  2,451
     Adjustments to reconcile net income to net cash
          provided by (used in) operating activities:
          Depreciation and amortization                                                1,469                 962
          Deferred income taxes                                                          (35)                 (9)
          Net income from  unconsolidated  subsidiary                                   --                  (483)
          Changes in assets and liabilities:
              Accounts receivable                                                      2,376                 (72)
              Prepaid expenses and other                                              (2,036)               (344)
              Accounts payable, accrued payroll and
                    other accrued liabilities                                          1,321              (1,580)
              Income taxes payable                                                      (424)             (4,440)
              Deferred revenue                                                         5,328               1,893
              Other assets and liabilities                                                86                 (97)
                                                                                    --------            --------
          Net cash provided by (used in) operating activities                          8,306              (1,719)
                                                                                    --------            --------
Cash flows from investing activities:
     Purchases of marketable securities, net                                         (12,821)             (7,510)
     Additions to property and equipment, net                                         (1,369)            (13,095)
     Capitalized software development costs                                             (100)               (285)
     Other                                                                              --                  (152)
                                                                                    --------            --------
          Net cash used in investing activities                                      (14,290)            (21,042)
                                                                                    --------            --------
Cash flows from financing activities:
     Repurchase of common stock                                                         (187)               --
     Proceeds from issuance of common stock                                             --                12,955
     Proceeds from exercise of common stock options and
          purchases under the Employee Stock Purchase Plan                             1,059               1,700
     Tax benefit from disqualifying dispositions of common stock                        --                 3,379
                                                                                    --------            --------
          Net cash provided by financing activities                                      872              18,034
                                                                                    --------            --------
     Effect of exchange rate fluctuations on cash and cash equivalents                    33                 (52)

Net decrease in cash and cash equivalents                                             (5,079)             (4,779)
Cash and cash equivalents at beginning of period                                      25,585              21,822
                                                                                    --------            --------
Cash and cash equivalents at end of period                                          $ 20,506            $ 17,043
                                                                                    ========            ========
Supplemental disclosure of cash flow information:
     Cash paid during the period for income taxes, net                              $    458            $  1,889

Supplemental schedule of noncash investing activities:
     Unrealized loss on marketable securities                                       $   (100)           $   (430)

<FN>
        The accompanying notes are an integral part of these condensed consolidated financial statements.
                                                     </FN>
</TABLE>

                                                       -6-

<PAGE>


                            INTEGRATED SYSTEMS, INC.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
   (Information for the three months ended May 31, 1997 and 1996 is unaudited)

1.       Summary of Significant Accounting Policies

The  condensed   consolidated  financial  statements  include  the  accounts  of
Integrated Systems, Inc. and its wholly owned subsidiaries, after elimination of
all significant  intercompany  accounts and transactions,  and should be read in
conjunction  with the  Company's  Annual  Report on Form 10-K for the year ended
February 28, 1997.  These  condensed  consolidated  financial  statements do not
include all  disclosures  normally  required by  generally  accepted  accounting
principles.

2.       Earnings Per Share

Earnings per share is computed  using the weighted  average number of common and
common equivalent shares outstanding during the period. Common equivalent shares
result  from the assumed  exercise  of  outstanding  stock  options  that have a
dilutive effect when applying the treasury stock method.

The  following  table  sets  forth the  calculation  of  earnings  per share for
purposes of this report:

                                                              Three Months Ended
                                                                   May 31,
                                                             -------------------
(in thousands, except per share data)                         1997         1996
                                                             -------     -------
                                                                 (unaudited)
Primary:
     Net income                                              $   221     $ 2,451
                                                             =======     =======
     Number of shares:
          Weighted average number of common
            shares outstanding                                23,121      21,506
          Dilutive effect of stock options, net                  731       1,203
                                                             -------     -------
                                                              23,852      22,709
                                                             =======     =======
Earnings per share                                           $  0.01     $  0.11
                                                             =======     =======


Fully diluted:
     Net income                                              $   221     $ 2,451
                                                             =======     =======
     Number of shares:
          Weighted average number of common
            shares outstanding                                23,121      21,506
          Dilutive effect of stock options, net                  731       1,301
                                                             -------     -------
                                                              23,852      22,807
                                                             =======     =======
Earnings per share                                           $  0.01     $  0.11
                                                             =======     =======

3.       Common Stock Repurchase and Repricing of Stock Options

In April  1997,  the  Company  offered  employees  the right to  cancel  certain
outstanding  stock options at original  exercise  prices and receive new options
with a new exercise  price.  The new exercise  prices range from $8.75 to $10.50
per share, based on the closing price of the common stock on the date individual
employees agreed to cancel their original outstanding stock options.  Options to
purchase a total of 1,222,132  shares at original  exercise  prices ranging from
$14.625 to $35.625 per share were  canceled and new options were issued in April
1997.  Vesting  under  the new  options  commenced  on the date  the  individual
employees agreed to cancel their original  options,  and occurs over a four year
period at the rate of 25% one year  after  the date of grant and then  1/48th of
the shares granted at the end of every one-month period thereafter.

In April 1997, the Company  announced that the Board of Directors had authorized
the Company to repurchase  up to 1,000,000  shares of common stock for cash from
time-to-time  at market prices.  In April 1997, the Company  repurchased  20,000
shares of common stock in open market transactions for $187,500 under this stock
repurchase program.

                                      -7-

<PAGE>


4.       Contingencies

    In January 1997, a former employee filed a complaint against the Company and
certain of its officers,  alleging  claims for,  among other  things,  breach of
contract,  fraud,  negligent  misrepresentation  and labor code violations.  The
complaint  seeks general and specific  damages of no less than $1.5 million plus
exemplary  damages,  attorney's  fees and costs of suit.  The  Company has filed
answers to the complaint  denying all of the allegations  and asserting  various
affirmative  defenses.  The Company believes it has meritorious  defenses to the
claims and intends to defend the suit vigorously.

In fiscal 1997, a distributor for the Company's sales and service  subsidiary in
Paris,  France  filed a complaint  against  the  subsidiary  alleging  breach of
contract.  The complaint seeks damages of approximately  $850,000.  An answer to
the complaint has been filed denying the  allegations.  The Company  believes it
has meritorious defenses to the claim and intends to defend the suit vigorously.

    The Company is involved in a contract  dispute  with a customer.  Management
believes it has meritorious defenses in relation to this dispute.

    No accrual for the above matters has been made in the accompanying condensed
consolidated  interim  financial  statements  as the  ultimate  outcomes  of the
litigation  and dispute  presently  are not  determinable.  The  litigation  and
dispute  are  subject  to  inherent  uncertainties  and  thus,  there  can be no
assurance  that the  litigation  or dispute  will be resolved  favorably  to the
Company or that they will not have a material  adverse  effect on the  Company's
financial position or results of operations.


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

The  following  information  should be read in  conjunction  with the  condensed
consolidated interim financial statements and the notes thereto included in Item
1 of this  Quarterly  Report and with  Management's  Discussion  and Analysis of
Financial Condition and Results of Operations  contained in the Company's Annual
Report on Form 10-K for the year  ended  February  28,  1997,  as filed with the
Securities and Exchange Commission on May 29, 1997.


Overview

Integrated Systems, Inc. ("the Company") designs, develops, markets and supports
software  products and provides  related  engineering  services  principally for
embedded  microprocessor-based   applications.  The  Company  currently  derives
substantially  all of its revenues from  licensing  these products and providing
related maintenance and engineering and consulting  services.  In July 1996, the
Company acquired  Epilogue  Technology  Corporation  ("Epilogue"),  a New Mexico
corporation  in the  business of  developing  network  management  and  embedded
Internet  software  for  telecommunications  and date  communications  equipment
manufacturers,  embedded software  suppliers and networking  related  integrated
circuit  manufacturers.  The  combination  was  accounted  for as a  pooling  of
interests.  The results of operations for Epilogue have been included only since
the date of acquisition,  as previous results were not significant.  In November
1996, the Company revised the terms of the acquisition of Diab Data, Inc. ("Diab
Data") which was  acquired in fiscal year 1996 in a  transaction  accounted  for
under  the  equity  method of  accounting.  Revising  the terms of the  original
acquisition  agreement  requires the Company to consolidate  the results of Diab
Data from the fourth quarter of fiscal year 1997 forward.

Forward-Looking Information is Subject to Risk and Uncertainty; Additional Risks
and Uncertainties

Except for the historical  information  contained in this Quarterly Report,  the
matters herein contain "forward-looking"  statements and information (as defined
in the Private  Securities  Litigation Reform Act of 1995) that involve risk and
uncertainty.  These forward-looking  statements include, but are not limited to,
the Company's  liquidity and capital needs and various business  environment and
trend  information.  Actual  future  results  and trends  may differ  materially
depending  on a variety of  factors,  including  the volume and timing of orders
received  during the quarter,  the mix of and changes in  distribution  channels
through which the Company's  products are sold, the timing and acceptance of new
products and product enhancements by the Company or its competitors,  changes in
pricing,  buyouts of run-time  licenses,  product life cycles,  the level of the
Company's sales of third party products, purchasing patterns of distributors and
customers, competitive conditions in the industry, business cycles affecting the
markets in which the Company's products are sold,  extraordinary events, such as
litigation or acquisitions,  including related charges,  and economic conditions
generally  or in various  geographic  areas.  All of the  foregoing  factors are
difficult to forecast. The future operating results of the

                                      -8-

<PAGE>

Company may  fluctuate as a result of these and the other risk factors  detailed
in the  Company's  Annual  Report on Form 10-K for the year ended  February  28,
1997, and other  documents filed by the Company with the Securities and Exchange
Commission.

Due to all of the foregoing factors, the Company believes that  period-to-period
comparisons  of its results of operations  are not  necessarily  meaningful  and
should not be relied upon as an  indication  of future  performance.  During the
previous  fiscal year,  the  Company's  actual  performance  did not meet market
expectations.  It is  likely  that,  in  some  future  quarters,  the  Company's
operating  results will be below the  expectations  of stock market analysts and
investors.  Consequently,  the purchase or holding of the Company's Common Stock
involves an extremely high degree of risk.


Results of Operations

<TABLE>
The following table sets forth for the periods presented the percentage of total
revenue  represented by each line item in the Company's  condensed  consolidated
statements of income and the percentage  change in each line item from the prior
year period:
<CAPTION>

                                                Percentage of         Period-to-Period
                                               Total Revenue         Percentage Change
                                               -------------         -----------------
                                             Three Months Ended     Three Months Ended
                                                  May 31,                 May 31,
                                             1997        1996      1997 compared to 1996
                                             ----        ----      ---------------------
<S>                                          <C>         <C>                 <C>
Revenue:
     Product                                  61%         59%                9%
     Services                                 39          41                 2
                                             ----       ----        
          Total revenue                      100         100                 6
                                             ----       ----        
                                                                    
Costs and expenses:                                                 
     Cost of product revenue                  12           9                43
     Cost of services revenue                 20          18                16
     Marketing and sales                      41          38                14
     Research and development                 19          16                29
     General and administrative               10           9                16
                                             ----       ----        
          Total costs and expenses           102          90                20
                                             ----       ----        
               Income (loss) from                                   
                  operations                  (2)         10        
Interest and other income                      3           6               (43)
                                             ----       ----        
               Income before income                                 
                  taxes                        1          16               (91)
Provision for income taxes                    --           5               (90)
                                             ----       ----        
               Net income                      1%         11%              (91)%
                                             ====       ====        
</TABLE>

Revenue

The Company's total revenue increased 6% from $23.2 million in the first quarter
of fiscal year 1997 to $24.6  million in the first  quarter of fiscal year 1998.
Product  revenue  increased 9% from $13.7 million in the first quarter of fiscal
year  1997 to $15.0  million  in the first  quarter  of fiscal  year  1998.  The
increase in product  revenue was primarily due to the inclusion of Diab Data and
Epilogue  product  revenue in fiscal year 1998, plus increased unit shipments of
SNiFF+.  Services revenue increased 2% from $9.4 million in the first quarter of
fiscal year 1997 to $9.6 million in the first  quarter of fiscal year 1998, as a
result of increases in  maintenance  revenue from the growing  installed base of
customers, offset in part by a decrease in certain consulting activities.

The  percentage  of  the  Company's   total  revenue  from   customers   located
internationally was 33% in the first quarters of fiscal years 1998 and 1997.

                                      -9-

<PAGE>


Costs and Expenses

The  Company's  cost of product  revenue  as a  percentage  of  product  revenue
increased  from 15% in the first quarter of fiscal year 1997 to 19% in the first
quarter  of  fiscal  year  1998.  This  increase  is due to an  increase  in the
proportion  of  product  revenues  subject to third  party  royalty  costs.  The
Company's cost of services revenue as a percentage of services revenue increased
from 44% in the first quarter of fiscal year 1997 to 51% in the first quarter of
fiscal year 1998. This percentage  increase is due to lower margins  achieved on
certain consulting activities.

Marketing  and sales  expenses  were $10.1 million and $8.8 million in the first
quarters of fiscal years 1998 and 1997, respectively,  representing 41% and 38%,
of total revenue, respectively. These increases were primarily due to additional
expenses associated with the Company's continued  investment in the domestic and
international sales forces and support infrastructure.

Research  and  development  expenses  were $4.8  million and $3.7 million in the
first quarters of fiscal years 1998 and 1997, respectively, representing 19% and
16%,  respectively,  of total revenue. These increases were primarily the result
of increased  personnel and consulting  expenses associated with the development
of  several  new  products,  and  enhancing  existing  products.  Costs that are
required to be capitalized under Statement of Financial Accounting Standards No.
86,  "Accounting  for the  Costs of  Computer  Software  to be Sold,  Leased  or
Otherwise Marketed" ("SFAS No. 86") were $100,000 in the first quarter of fiscal
year 1998  compared to $285,000  in the first  quarter of fiscal year 1997.  The
amounts capitalized represent approximately 2% of total research and development
expenditures  for the first  quarter of fiscal  year 1998  compared to 7% in the
first  quarter  of  the  previous  fiscal  year.  The  amount  of  research  and
development  expenditures  capitalized  in a given time period  depends upon the
nature of the development  performed and,  accordingly,  amounts capitalized may
vary from  period to period.  Capitalized  costs are being  amortized  using the
greater of the amount computed using the ratio that current gross revenues for a
product bear to the total of current and  anticipated  future gross revenues for
that product, or on a straight line basis over three years. Amortization for the
first  quarter of fiscal year 1998 was  $281,000  compared  to $229,000  for the
first quarter of fiscal year 1997.

General and  administrative  expenses  were $2.4 million and $2.1 million in the
first quarters of fiscal years 1998 and 1997, respectively, representing 10% and
9% of total  revenue,  respectively.  The dollar  increases  were  primarily the
result of increased  headcount,  related in part to the  acquisition of Epilogue
and the consolidation of Diab Data.

Interest and other  income was $0.8 million in the first  quarter of fiscal 1998
compared to $1.4 million in the first quarter of fiscal year 1997.  The decrease
is primarily due to the inclusion in fiscal year 1997 of net operating income of
$730,000  from Diab Data which was required to be accounted for under the equity
method of accounting until the fourth quarter of fiscal year 1997.

Recent Accounting Pronouncements

In February 1997, the Financial  Accounting  Standards Board issued Statement of
Financial Accounting  Standards No. 128 ("SFAS No. 128"),  "Earnings per Share,"
which specifies the computation,  presentation  and disclosure  requirements for
earnings per share. SFAS No. 128 supersedes  Accounting Principles Board Opinion
No. 15, is effective for financial  statements  issued for periods  ending after
December 15, 1997,  and requires that prior  periods be restated.  The impact of
the adoption of SFAS No. 128 on the financial  statements of the Company has not
yet been determined.

                                      -10-

<PAGE>


Liquidity and Capital Resources

The Company funds its operations principally through cash flows from operations.
As of May 31, 1997, the Company had $62.3 million of cash, cash  equivalents and
marketable securities. This represents an increase of $7.6 million from February
28, 1997. In April 1997,  the Company  announced that the Board of Directors had
authorized  a new  common  stock  repurchase  program  allowing  the  Company to
repurchase up to 1,000,000 shares of common stock for cash, from time-to-time at
market prices. No time limit was set for the completion of the program. In April
1997, the Company repurchased 20,000 shares of common stock for $187,500.

Net cash  provided by operating  activities  during the first  quarter of fiscal
year 1998 totaled  $8.3  million,  an increase of $10.0  million over the amount
generated  in the first  quarter  of fiscal  year  1997.  Net cash  provided  by
operating activities increased, in spite of a decrease in net income, due mainly
to changes in accounts receivable,  accounts payable,  accrued payroll and other
accrued liabilities, income taxes payable, and deferred revenue.

Net cash used in investing activities totaled $14.3 million in the first quarter
of fiscal year 1998 compared to $21.0 million in fiscal year 1997.  The decrease
in net cash used in investing  activities was due primarily to the purchase of a
building in fiscal year 1997, offset in part, by an increase in net purchases of
marketable securities.

Net cash  provided by  financing  activities  totaled  $0.9 million in the first
quarter of fiscal year 1998  compared to $18.0  million in the first  quarter of
fiscal year 1997.  The decrease in net cash provided by financing  activities in
the first  quarter of fiscal 1998 was due to the issuance of common stock in May
1996. In addition the proceeds  from the exercise of options to purchase  common
stock and  purchases  under the Employee  Stock  Purchase Plan were lower in the
first  quarter of fiscal year 1998.  The first  quarter of fiscal year 1997 also
benefited  from a large tax benefit from  disqualifying  dispositions  of common
stock.

The Company  believes  that cash flows from  operations,  together with existing
cash  balances,  will be adequate to meet the Company's  cash  requirements  for
working  capital,  stock  repurchase  and capital  expenditures  for the next 12
months and the foreseeable future.


Item 3.       Quantitative and Qualitative Disclosures About Market Risks

         Not applicable.

                                      -11-

<PAGE>


                           PART II - OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K

     (a)      Exhibits.

              The following exhibit is filed herewith:

              Exhibit                                                     Page
              Number       Title                                          Number
              ------       -----                                          ------

               27.00       Financial Data Schedule                         14

     (b)  Reports on Form 8-K.  No reports on Form 8-K were filed by  Registrant
          during the three months ended May 31, 1997.

                                      -12-

<PAGE>


                                   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.



Dated:   July 11, 1997                     INTEGRATED SYSTEMS, INC.
                                           (Registrant)




                                           -----------------------------
                                           DAVID P. ST. CHARLES
                                           President and Chief Executive Officer





                                           ----------------------------
                                           WILLIAM C. SMITH
                                           Vice President, Finance and
                                           Chief Financial Officer

                                      -13-


<TABLE> <S> <C>


<ARTICLE>                     5
<LEGEND>
     THE SCHEDULE CONTAINS SUMMARY FINANCIAL  INFORMATION EXTRACTED FROM Q1 FY98
     FORM  10-Q  FINANCIAL  STATEMENTS  AND  IS  QUALIFIED  IN ITS  ENTIRETY  BY
     REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER>                                   1,000
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                              FEB-28-1998
<PERIOD-START>                                 MAR-01-1997
<PERIOD-END>                                   MAY-31-1997
<CASH>                                          20,506
<SECURITIES>                                     5,292
<RECEIVABLES>                                   26,114
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                                59,834
<PP&E>                                          18,325
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                                 119,894
<CURRENT-LIABILITIES>                           32,352
<BONDS>                                              0
                                0
                                          0
<COMMON>                                        62,030
<OTHER-SE>                                      25,431
<TOTAL-LIABILITY-AND-EQUITY>                   119,894
<SALES>                                         15,012
<TOTAL-REVENUES>                                24,588
<CGS>                                            2,873
<TOTAL-COSTS>                                    7,729
<OTHER-EXPENSES>                                17,308
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                    346
<INCOME-TAX>                                       125
<INCOME-CONTINUING>                                221
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                       221
<EPS-PRIMARY>                                     0.01
<EPS-DILUTED>                                     0.01
        


</TABLE>


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