LOGIC DEVICES INC
10-Q, 1998-05-14
SEMICONDUCTORS & RELATED DEVICES
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_____________________________________________________________________________

                           UNITED STATES
                SECURITIES AND EXCHANGE COMMISSION

                      Washington, D.C. 20549

                             FORM 10-Q

         QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (D)
              OF THE SECURITIES EXCHANGE ACT OF 1934

                   For the Quarterly Period Ended
                           MARCH 31, 1998

                       Commission File Number
                              0-17187
_____________________________________________________________________________

                      LOGIC DEVICES INCORPORATED
_____________________________________________________________________________


                       CALIFORNIA   94-2893789


              1320 ORLEANS DRIVE, SUNNYVALE, CALIFORNIA 94089

                            (408) 542-5400

_____________________________________________________________________________


  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 the issuer's classes of
 common stock, as of the latest practicable date.  On April 30, 1998,
 6,121,750 shares of Common Stock, without par value, were outstanding.

_____________________________________________________________________________

                               1 OF 14 PAGES


<PAGE>

                         LOGIC DEVICES INCORPORATED


                                   INDEX

                                                                      Page
                                                                     Number

 Part I.  Financial Information

  ITEM 1.  FINANCIAL STATEMENTS

  Balance Sheets as of March 31, 1998 and                               3
    December 31, 1997

  Statements of Income for the three months ended                       4
    March 31, 1998 and 1997

  Statements of Cash Flows for the three months                         5
    ended March 31, 1998 and 1997

  Notes to Financial Statements                                         6

  ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF                      8
   FINANCIAL CONDITION AND RESULTS OF OPERATIONS



 Part II.  Other Information


  ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K                            11


 Signatures                                                            13

 Exhibit 11                                                            14

 Exhibit 12                                                            15

                              2 OF 14 PAGES


<PAGE>
                       PART I - FINANCIAL INFORMATION

 ITEM 1.   FINANCIAL STATEMENTS


                    LOGIC DEVICES INCORPORATED

                          BALANCE SHEETS



                                                    March 31,    December 31,
                                                      1998           1997
 ASSETS                                           (unaudited)

 Current assets:
  Cash and cash equivalents                      $    22,000     $    87,900
  Accounts receivable, net of allowance            7,473,500       6,781,800
  Inventories                                     12,394,800      12,399,100
  Prepaid expenses                                   481,400         412,000
  Income taxes receivable                            522,000         522,000
  Deferred income taxes                              621,900         621,900
  Total current assets                            22,515,600      20,824,700

 Equipment and leasehold improvements, net         5,291,100       5,110,000
 Other Assets                                      1,531,400       1,558,300
                                                 $28,338,100     $27,493,000


 LIABILITIES AND SHAREHOLDERS' EQUITY

 Current liabilities:
  Bank borrowings                                 4,500,000        3,525,000
  Current portion of long-term obligations          569,300          658,500
  Accounts payable                                1,105,500        1,011,400
  Accrued expenses                                  334,200          446,300
  Total current liabilities                       6,509,000        5,641,200

 Long-term debt obligations, less current portion   678,500          705,300
 Deferred income taxes                              419,600          419,500
  Total liabilities                               7,607,100        6,766,000

 Shareholders' equity:
  Common stock                                   17,341,900       17,341,900
  Common stock subscribed                          (307,500)        (307,500)
  Retained earnings                               3,696,600        3,692,600
  Total shareholders' equity                     20,731,000       20,727,000
                                                $28,338,100      $27,493,000

                                3 OF 14 PAGES
 

<PAGE>


                             LOGIC DEVICES INCORPORATED

                                STATEMENTS OF INCOME

                     Three months ended March 31, 1998 and 1997

                                     (unaudited)




                                                    1998             1997

 Net sales                                      $ 3,245,000      $ 2,803,000

 Cost of sales                                    1,869,900        1,761,000

  Gross margin                                    1,375,100        1,042,000

 Operating expenses:
  Research and development                          383,200          392,000
  Selling, general and administrative               876,500          957,400

  Operating expenses                              1,259,700        1,349,400

  Income (loss) from operations                     115,400         (307,400)

 Other expense (income), net                        110,600           41,800

  Income (loss) before taxes                          4,800         (349,200)

 Income taxes                                           800         (138,000)

  Net (loss) income                             $     4,000      $  (221,200)


 Net (loss) income per common share             $      0.00      $     (0.03)


 Weighted average common share equivalents        6,121,750        6,121,750
  outstanding

 
                               4 OF 14 PAGES

<PAGE>


                      LOGIC DEVICES INCORPORATED

                       STATEMENTS OF CASH FLOWS

              Three months ended March 31, 1998 and 1997

                              (unaudited)


                                                         1998        1997
 Cash flows from operating activities:
   Net (loss) income                                  $  4,000   $  (211,200)
  Adjustments to reconcile net income to net
  cash provided by operating activities:
       Depreciation and amortization                   328,100       319,900

  Change in operating assets and liabilities:
         Accounts receivable, net                     (691,700)     (140,500)
         Inventories                                     4,300        15,800
         Prepaid expenses and other assets             (69,400)      (82,600)
         Accounts payable                               94,100      (599,000)
         Accrued expenses                             (112,100)     (119,200)
         Income taxes payable                                -      (140,700)
  Net cash provided by (used in)
                operating activities                  (442,700)     (957,500)

 Cash flows from investing activities:
   Capital expenditures                               (509,200)     (690,000)
   Increase in other assets                             27,000        (7,500)
           Net cash (used in) investing activities    (482,200)     (697,500)

 Cash flows from financing activities:
   Bank borrowing, net                                 975,000     1,550,000
   Repayment of long-term obligations                 (116,000)      (13,500)
  Net cash provided by (used in)  financing activities 859,000     1,536,500

 Net (decrease) in cash                                (65,900)     (118,500)


 Cash and cash equivalents at beginning of period  $    87,900  $    670,900

 Cash and cash equivalents at end of period        $    87,900  $    670,900

                             5 OF 14 PAGES

<PAGE>
                      LOGIC DEVICES INCORPORATED

                     Notes to Financial Statements

                 March 31, 1998 and December 31, 1997

                              (unaudited)


 (A)   BASIS OF PRESENTATION


 The accompanying unaudited interim financial statements reflect all
 adjustments which are, in the opinion of management, necessary to present
 fairly the financial position, results of operations and cash flows for the
 periods indicated.

 The accompanying unaudited interim financial statements have been prepared in
 accordance with the instructions for Form 10-Q and therefore do not include
 all information and footnotes necessary for a complete presentation of the
 financial position, results of operations, and cash flows, in conformity with
 generally accepted accounting principles. The Company had filed audited
 financial statements which include all information and footnotes necessary
 for such a presentation of the financial position, results of operations and
 cash flows for the years ended December 31, 1997 and 1996, with the
 Securities and Exchange Commission. It is suggested that the accompanying
 unaudited interim financial statements be read in conjunction with the
 aforementioned audited financial statements. The unaudited interim financial
 statements contain all normal and recurring entries. The results of
 operations for the interim period ended March 31, 1998 are not necessarily
 indicative of the results to be expected for the full year.


 (B)  INVENTORIES

 A summary of inventories follows:


                                                   March 31,     December 31,
                                                     1998            1997

 Raw Materials                                  $ 2,863,300      $ 2,824,400
 Work-in-process                                  6,689,600        6,468,900
 Finished goods                                   2,841,900        3,105,800
                                                $12,394,800      $12,399,100


 Based on forecasted 1998 sales levels, the Company has on hand inventories
 aggregating approximately twelve months of sales.

                             6 OF 14 PAGES
<PAGE>
                         LOGIC DEVICES INCORPORATED

                   Notes to Financial Statements

               March 31, 1998 and December 31, 1997

                            (unaudited)


 (C) FINANCING

  On June 16, 1997, the Company renewed its $6,000,000 revolving line of
 credit with Sanwa Bank extending the maturity to May 31, 1998. The line of
 credit bears interest at the bank's prime rate (8.50% at March 31, 1998)
 plus 0.75%. The line of credit requires the Company to maintain a minimum
 tangible net worth of $19,000,000, a maximum ratio of debt to tangible net
 worth of not more than 0.50 to 1.00, a minimum current ratio of not less
 than 2.00 to 1.00, a minimum quick ratio of not less than 1.50 to 1.00,
 and profitability on a quarterly basis. As of December 31, 1997 and
 March 31, 1998, the Company was not in compliance with certain covenants
 under the borrowings. The Company obtained a waiver from the Bank for
 December 31, 1997 and for March 31, 1998. The Company is also in the
 process of renewing its the line of credit with the bank and the Company
 expect to renew the line under substantially similar terms and conditions.
 The line of credit facility is secured by all of the assets of the
 Company. As of March 31, 1998, $1,500,000 was available under the line of
 credit facility.

  Under the terms of its line of credit facility, the Company is precluded
 from paying any cash dividends without the consent of the lender even if
 the Company is in compliance with all of the financial covenants but is
 allowed to pay stock dividends whether or not there was any other covenant
 violation. Regardless of any such restrictions in its bank loan
 agreements, the Company does not intend to pay cash dividends in the near
 future and anticipates reinvesting its cash flow back into operations.

                              7 OF 14 PAGES

<PAGE>


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

 RESULTS OF OPERATIONS

 REVENUES

  Net revenues were $3,245,000 for the three months ended March 31, 1998, a
 increase of 16% from $2,803,000 for the three months ended March 31, 1997.
 The increase in revenues for the period was primarily the result of
 increased sales volume on the Company's DSP products.  Sales of the
 Company's SRAM products increased slightly for the 1998 period. The
 increased sales volume for the 1998 quarter was the result of an increased
 backlog of orders for the period compared to the very weak order rates
 experienced during late 1996 which impacted the first quarter of 1997.

 EXPENSES

  Cost of revenues increased 7%, from $1,761,000 in the three months ended
 March 31, 1997 to $1,869,900 in the three months ended March 31, 1998.
 Gross profit increased by 32%, from $1,042,000 in 1997 to $1,375,100 in
 1998. This was the result of increased sales volume for the period which
 spreads fixed overhead costs over more units. As a percentage of net
 revenues, gross profit margin increased from 38% in the three months ended
 March 31, 1997 to 43% in the three months ended March 31, 1998.

  Research and development expense decreased slightly during the period
 from $392,000 (14% of net revenues) in the 1997 period to $383,200 (12% of
 net revenues) in the 1998 period. The Company is continuing its new
 product development efforts and tooling to new foundry technologies. In
 1997, the Company invested heavily in new product development. The Company
 plans to continue its substantial investments in new product research and
 development throughout 1998.

  Selling, general and administrative expense decreased from $957,400 (35%
 of net revenues) in the 1997 period to $876,500 (27% of net revenues) in
 the 1998 period. This was the result of aggressive expense controls in
 marketing, and travel expenses.

  The Company had income from operations for the 1998 period of $115,400
 versus a loss of $307,400 in 1997, due to the above mentioned factors.

  For the 1998 period, the Company incurred $110,600 in other expense from
 interest expense versus other expense of $41,800 in 1997, which consisted
 of interest income.
  As a result of the foregoing, the Company enjoyed net income of $4,000 in
 the 1998 period versus a net loss of $221,200 in the 1997 period.

                               8 OF 14 PAGES

<PAGE>


 LIQUIDITY AND CAPITAL RESOURCES

 CASH FLOWS

  For the three months ended March 31, 1998, the Company had after-tax cash
 earnings (defined as net income plus non-cash depreciation charges) of
 $332,100 versus $108,700 for the 1997 period. Although the Company has
 historically relied on after-tax earnings as the Company's primary source
 of financing for working capital needs and for capital expenditures, the
 Company used bank borrowing during both the 1997 and 1998 periods.

  During the 1998 period, after-tax cash earnings of $332,100 and increases
 in net indebtedness of $859,000, plus decreases in cash of $65,900,
 accounts payable of $94,100 and inventory of $4,300, funded increases in
 accounts receivables of $691,700, increases in accrued expenses of
 $112,100, and increases in prepaid expenses and other assets of $69,400.
 This resulted in total net cash used by operations of $442,700. The
 Company invested $482,000 in capital expenditures and other assets during
 the period.  The Company has an income tax receivable of $522,000 for
 which the Company expects to receive a refund in the second quarter of
 1998.

  During the 1997 period, after-tax cash earnings of $108,700 were
 supplemented by a reduction in inventory of $15,800 but were offset by
 increases in accounts receivable of $140,500, increases in prepaid
 expenses and other assets of $82,600, increases in accounts payable of
 $599,000, increases in accrued expenses of $119,200 and an increase in
 income taxes payable of $140,700. This resulted in net cash used by
 operations of $957,500. The Company invested $697,500 in capital
 expenditures and other assets and increased net indebtedness by
 $1,536,500.


 WORKING CAPITAL

  The Company's investment in inventories and accounts receivable has been
 significant and will continue to be significant in the future. Over prior
 periods, the Company, as a nature of its business, has maintained these
 high levels of inventories and accounts receivable.

  The Company relies on third party suppliers for raw materials and as a
 result maintains substantial inventory levels to protect against
 disruption in supplies. The Company has historically maintained inventory
 turn over of approximately 225 days to 365 days, since 1990. The low point
 in inventory levels came in 1992 and 1993 when the Company had supply
 disruptions from one of its major suppliers.
  The Company looks at its inventories in relationship to its sales which
 have ranged from 140 days to 365 days within the periods between 1998 and
 1992. This inventory to sales ratio is a more stable measure of inventory
 levels, versus the traditional inventory turnover measure because, at the
 times when the Company is experiencing supply disruptions, and therefore
 lower inventory levels, the Company is also experiencing increased costs
 of goods due to inefficiencies in its operations stemming from sporadic
 deliveries which skews the numerator and denominator

                              9 OF 14 PAGES
<PAGE>

 in different directions for inventory turns calculations. The lowest days on
 hand of inventory to sales has been experienced when the Company has had
 supply disruptions as in 1992 and 1993.

  The Company provides reserves for product material that is over one year
 old with no back-log or sales activity, and reserves for future
 obsolescence. The Company also takes physical inventory write-downs for
 obsolescence. The Company has been actively reducing inventory levels over
 the past several quarters.

  The Company's accounts receivable level has been consistently correlated
 to the Company's previous quarter revenue level. Because of the Company's
 customer scheduled backlog requirements, up to 80% of the quarterly
 revenues are shipped in the last month of the quarter. This has the effect
 of placing a large portion of the quarterly shipments reflected in
 accounts receivable not yet due per the Company's net 30 day terms. This,
 combined with the fact that the Company's distributor customers (which
 make up 66 to 52% of the Company revenues in 1998 and 1997, respectively),
 generally pay 90 days and beyond, results in the accounts receivable
 balance at the end of the quarterly period being at its highest point for
 the period. This has been consistent over prior periods. The Company is
 currently working to accelerate accounts receivable collections.

  Although current levels of inventory and accounts receivable impact the
 Company's liquidity, the Company believes that it is a cost of doing
 business given the Company's fabless operation.  The Company is in the
 process of diversifying its supplier base to reduce the risk of supply
 disruption. However, this will require a significant investment in product
 development to tool with new suppliers. The Company believes that as it
 expands its customer base it will be able to even out the flow of its
 shipments within its quarterly reporting periods.

 FINANCING

  On June 16, 1997, the Company renewed its $6,000,000 revolving line of
 credit with Sanwa Bank extending the maturity to May 31, 1998. The line of
 credit bears interest at the bank's prime rate (8.50% at March 31, 1998)
 plus 0.75%. The line of credit requires the Company to maintain a minimum
 tangible net worth of $19,000,000, a maximum ratio of debt to tangible net
 worth of not more than 0.50 to 1.00, a minimum current ratio of not less
 than 2.00 to 1.00, a minimum quick ratio of not less than 1.50 to 1.00,
 and profitability on a quarterly basis. As of December 31, 1997 and
 March 31, 1998, the Company was not in compliance with certain covenants
 under the borrowings. The Company obtained a waiver from the Bank for
 December 31, 1997 and a waiver for March 31, 1998. The Company is also in
 the process of renewing its the line of credit with the bank and the
 Company expect to renew the line under substantially similar terms and
 condition. The line of credit facility is secured by all of the assets of
 the Company. As of March 31, 1998, $1,500,000 was available under the line
 of credit facility.

  Under the terms of its line of credit facility, the Company is precluded
 from paying any cash dividends without the consent of the lender even if
 the Company is in compliance with all of the financial covenants but is
 allowed to pay stock dividends whether or not there was any

                               10 OF 14 PAGES
<PAGE>

 other covenant violation. Regardless of any such restrictions in its bank loan
 agreements, the Company does not intend to pay cash dividends in the near
 future and anticipates reinvesting its cash flow back into operations.

  While the Company will continue to evaluate debt and equity financing
 opportunities, it believes its financing arrangements and cash flow
 generated from operations provide a sufficient base of liquidity for
 funding operations and capital needs to support the Company's operations.

                              11 OF 14 PAGES

<PAGE>
                         PART II - OTHER INFORMATION




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

  (a)  Exhibit 11  -  Computation of Earnings Per Common Share.

  (b)  Exhibit 12  -  The registrant filed a Form 8-K on March 23, 1998 with
 the Securities and Exchange Commission.




                                  12 OF 14 PAGES


<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.


  Logic Devices Incorporated
    (Registrant)


 Date: MAY 14, 1998                                By  /S/ WILLIAM J. VOLZ
    William J. Volz
    President and Principal
    Executive Officer


 Date: MAY 14, 1998                                By  /S/ MARY C. DEREGT
    Mary C. deRegt
    Chief Financial Officer
    Principal Financial and
    Accounting Officer


                               13 OF 14 PAGES

<PAGE>



                              EXHIBIT 11

                      LOGIC DEVICES INCORPORATED

               Computation of Earnings per Common Share
                              (unaudited)

              Three months ended March 31, 1998 and 1997

                                                            1998        1997

 Weighted average shares of common stock               6,121,750   6,121,750
  outstanding
 Dilutive effect of common stock options                       -           -
 Dilutive effect of common stock warrants                      -           -

 Weighted average common and
  common share equivalents                             6,121,750   6,121,750


 Net income (loss)                                   $    4,000  $  (221,200)

 Net income (loss) per common
  share equivalent                                   $    0.00   $     (0.04)


                               14 OF 14 PAGES
<PAGE>

<TABLE> <S> <C>

<ARTICLE>  5
<MULTIPLIER>  1
         
<S>                          <C>
<PERIOD-TYPE>                 3-MOS
<FISCAL-YEAR-END>                                  DEC-31-1997                 
<PERIOD-END>                                       MAR-30-1998
<CASH>                                                  22,000               
<SECURITIES>                                                 0
<RECEIVABLES>                                        7,643,500
<ALLOWANCES>                                           169,500
<INVENTORY>                                         12,394,800
<CURRENT-ASSETS>                                    22,515,600
<PP&E>                                               5,291,100 
<DEPRECIATION>                                         328,100
<TOTAL-ASSETS>                                      28,338,100
<CURRENT-LIABILITIES>                                6,509,000
<BONDS>                                                      0
<COMMON>                                            17,341,900     
                                        0
                                                  0
<OTHER-SE>                                            (307,500)
<TOTAL-LIABILITY-AND-EQUITY>                        28,338,100
<SALES>                                              3,245,000
<TOTAL-REVENUES>                                     3,245,000  
<CGS>                                                1,869,900
<TOTAL-COSTS>                                        1,259,700 
<OTHER-EXPENSES>                                             0        
<LOSS-PROVISION>                                             0
<INTEREST-EXPENSE>                                     110,600
<INCOME-PRETAX>                                          4,800  
<INCOME-TAX>                                               800
<INCOME-CONTINUING>                                      4,000
<DISCONTINUED>                                               0 
<EXTRAORDINARY>                                              0
<CHANGES>                                                    0
<NET-INCOME>                                             4,000
<EPS-PRIMARY>                                            (0.00)  
<EPS-DILUTED>                                            (0.00) 

</TABLE>


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