MICROTOUCH SYSTEMS INC
10-Q, 1996-11-05
COMPUTER PERIPHERAL EQUIPMENT, NEC
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<PAGE>
 
                                   FORM 10-Q

                      SECURITIES AND EXCHANGE COMMISSION
                      ----------------------------------
                            WASHINGTON, D.C. 20549


(Mark One)

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

For the quarterly period ended September 30, 1996

[_]   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 0-20215

                           MICROTOUCH SYSTEMS, INC.
            (Exact name of Registrant as specified in its Charter)


Massachusetts                                         04-2802971
- -------------                                         ----------
(State or other jurisdiction of                       (I.R.S. Employer
incorporation or organization)                        Identification No.)
 
300 Griffin Park, Methuen, MA                         01844
- -----------------------------                         -----
(Address of Principal Executive Offices)              (Zip Code)
 
Registrant's telephone number:                        508-659-9000
- ------------------------------                        ------------

Indicate by check mark whether the Registrant (1) has filed all reports 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 last 90 days.

                   Yes       X          No_______
                          ------

Indicate the number of shares outstanding of each of the Registrant's classes of
common stock as of the latest practical date.

As of October 31, 1996 there were outstanding: 7,649,263 shares of common stock
of the Registrant.

Total number of pages:  14
<PAGE>
 
                   MICROTOUCH SYSTEMS, INC. AND SUBSIDIARIES

                                     INDEX

<TABLE> 
<CAPTION> 
                                                                                 PAGE NO. 
<S>                <C>                                                           <C> 
PART I             FINANCIAL INFORMATION


Item 1.            Financial Statements                                             
                   Consolidated Balance Sheets - September 30, 1996                 
                   and December 31, 1995                                           3
                                                                                    
                                                                                    
                   Consolidated Statements of Operations - Three and Nine           
                   Months Ended September 30, 1996 and 1995                        4
                                                                                    
                                                                                    
                   Consolidated Statement of Stockholders' Equity -                 
                   Nine Months Ended September 30, 1996                            5
                                                                                    
                   Consolidated Statements of Cash Flows - Nine                     
                   Months Ended September 30, 1996 and 1995                        6
                                                                                    
                                                                                    
                   Notes to Consolidated Financial Statements                      7
                                                                                    
Item 2.            Management's Discussion and Analysis of                          
                   Financial Condition and Results of Operations                   8
                                                                                    
                                                                                    
PART II            OTHER INFORMATION                                                
                                                                                    
                                                                                    
                                                                                    
Item 6.            Exhibits and Reports on Form 8-K                               11
                                                                                    
                                                                                    
                   SIGNATURES                                                     12
                                                                                    
                   Exhibit Index                                                  13 
</TABLE> 

                                       2
<PAGE>
 
                   MICROTOUCH SYSTEMS, INC. AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS
                      (AMOUNTS IN 000S EXCEPT SHARE DATA)

<TABLE>
<CAPTION>
                                                                                           September 30,        December 31,
                                                                                                 1996              1995
                                                                                                 ----              ----
                                                                                             (Unaudited)
                                                             ASSETS

<S>                                                                                        <C>                  <C> 
Current assets:
 Cash and cash equivalents..............................................................        $  3,458           $  5,706
 Marketable securities..................................................................          30,525             31,507
 Accounts receivable, net of allowances of $3,754 at
     September 30, 1996 and $2,669 at December 31, 1995.................................          15,763             12,759
 Inventories............................................................................          13,952             11,535
 Deferred income taxes..................................................................           4,945              5,311
 Prepaid expenses and other current assets..............................................           1,166              1,056
                                                                                                --------           --------
     Total current assets...............................................................          69,809             67,874
Property and equipment, net.............................................................           6,028              5,214
Other assets............................................................................           3,831              2,889
                                                                                                --------           --------
                                                                                                $ 79,668           $ 75,977
                                                                                                ========           ========

                                             LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
 Accounts payable.......................................................................        $  6,654           $  6,026
 Accrued expenses.......................................................................           8,136              6,476
                                                                                                --------           --------
     Total current liabilities..........................................................          14,790             12,502
Stockholders' equity
 Preferred stock, $.01 par value per share--   500,000 shares
   authorized, none issued and outstanding at September 30, 1996 
   and December 31, 1995................................................................             ---                ---
 Common stock, $.01 par value per share-- authorized -
   20,000,000 at September 30, 1996 and December 31, 1995;
   8,220,623 issued at September 30, 1996 and December 31, 1995.........................              82                 82
 Additional paid-in capital.............................................................          59,200             58,984
 Treasury stock at cost -- 584,382 and 508,634 shares
   at September 30, 1996 and December 31, 1995..........................................          (8,642)            (7,513)
 Nissha litigation costs................................................................          (1,973)            (1,019)
 Cumulative translation adjustment......................................................            (935)              (648)
 Net unrealized gain on securities available for sale...................................              61                142
 Retained earnings......................................................................          17,085             13,447
                                                                                                --------           --------
     Total stockholders' equity.........................................................          64,878             63,475
                                                                                                --------           --------
                                                                                                $ 79,668           $ 75,977
                                                                                                ========           ========
</TABLE>

  THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL
                                  STATEMENTS.

                                       3
<PAGE>
 
                   MICROTOUCH SYSTEMS, INC. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                                  (UNAUDITED)
                   (AMOUNTS IN 000'S EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
                                                       THREE MONTHS ENDED         NINE MONTHS ENDED
                                                          SEPTEMBER 30,             SEPTEMBER 30,
                                                      --------------------       --------------------
                                                          1996      1995           1996       1995
                                                          ----      ----           ----       ----   
<S>                                                   <C>         <C>           <C>         <C>
Net sales.................................            $  24,077   $  17,613     $  68,023   $  57,141
Cost of sales.............................               14,897      11,054        42,294      35,428
                                                         ------      ------        ------      ------ 
Gross profit..............................                9,180       6,559        25,729      21,713
                                                                            
Operating expenses:                                                         
  Research and development................                1,814       1,340         5,123       3,602          
  Sales and marketing.....................                3,225       3,107         9,984       8,357          
  General and administrative..............                1,683       1,336         4,472       3,817          
  Amortization of intangible assets.......                  117          99           340         270          
                                                                                                              
  Write-off of purchased technology and                                                                       
    related assets........................                  ---         ---           ---       1,985          
  Purchased research and development and                                                                      
    related costs.........................                  ---         ---           ---       3,000          
                                                         ------      ------        ------      ------          
     Total operating expenses.............                6,839       5,882        19,919      21,031          
                                                                                                              
                                                         ------      ------        ------      ------           
                                                                                                              
Operating income..........................                2,341         677         5,810         682          
                                                                                                              
Other income..............................                  294         367         1,072       1,605          
                                                         ------      ------        ------      ------          
                                                                                                              
Income before provision for income taxes..                2,635       1,044         6,882       2,287          
                                                                                                              
Provision for income taxes................                  962         379         2,512         846          
                                                         ------      ------        ------      ------          
                                                                                                              
Net income................................            $   1,673   $     665     $   4,370   $   1,441          
                                                         ======      ======        ======      ======          
Earnings per share:                                                                                           
   Primary................................            $    0.21   $    0.08     $    0.54   $    0.17          
   Fully diluted..........................            $    0.21   $    0.08     $    0.54   $    0.17          
                                                                                                              
Weighted average common and common                                                                            
equivalent shares:                                                                                            
   Primary................................                7,983       8,656         8,047       8,687          
   Fully diluted..........................                8,066       8,656         8,109       8,686           
</TABLE>
                                         
  THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL
                                  STATEMENTS.
                                         

                                       4
<PAGE>
 
                   MICROTOUCH SYSTEMS, INC. AND SUBSIDIARIES
                CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                 FOR THE NINE MONTHS  ENDED SEPTEMBER 30, 1996
                      (AMOUNTS IN 000S EXCEPT SHARE DATA)

<TABLE> 
<CAPTION> 
                                                                                                            Net Unrealized
                                                                                                             Gain(Loss) On      
                                                                Additional     Nissha        Cumulative       Securities        
                                           Common Stock         Paid-in        Litigation    Translation       Available    Retained
                                      ----------------------                                                                
                                         Shares     Amount      Capital        Costs         Adjustment        For Sale     Earnings
                                         ------     ------      -------        -----         ----------        --------     --------
<S>                                   <C>          <C>          <C>           <C>            <C>               <C>         <C> 
Balance December 31, 1995              8,220,623   $    82      $ 58,984      $ (1,019)        $ (648)            $ 142    $ 13,447
Exercise of stock options                                                                                                      (732)

 
Employee stock purchase plan 
 
Compensation expense related                                          
  to common stock options and other                                   27  
                                                                                                             
Effect of exchange rate changes                                                                  (287)       
 
Tax benefit related to exercise 
  of stock options and
  disqualifying dispositions                                         189  
 
Unrealized loss on securities
  available for sale, net of tax                                                                                    (81) 
                                                                                                                                 
Nissha litigation costs                                                           (954)
                                                                                                                              
Purchase of treasury stock
 
Net income                                                                                                                    4,370
                                     -----------  --------     ---------    -----------      ---------         --------   ---------

Balance September 30, 1996             8,220,623   $    82      $ 59,200      $ (1,973)        $ (935)            $  61     $17,085 
                                     ===========  ========     =========    ===========      =========         ========   ========= 

<CAPTION>                  
                                                                     Total         
                                          Treasury Stock         Stockholders'     
                                      ----------------------                     
                                        Shares      Amount          Equity                       
                                      ----------    --------        ------         
<S>                                    <C>          <C>          <C>               
Balance December 31, 1995              (508,634)     $(7,513)        $63,475     
Exercise of stock options                71,693        1,053             321     
                                                                                 
Employee stock purchase plan             11,773          173             173     
                                                                                 
Compensation expense related                                               
  to common stock options and other                                       27           
                                                                                 
Effect of exchange rate changes                                         (287)
                                                                                 
Tax benefit related to exercise                                                  
  of stock options and                                                           
  disqualifying dispositions                                             189     
                                                                                 
Unrealized loss on securities                                                    
  available for sale, net of tax                                         (81)    
                                                                                 
Nissha litigation costs                                                 (954)    
                                                                                 
Purchase of treasury stock             (159,214)      (2,355)         (2,355)    
                                                                                 
Net income                                                             4,370     
                                     -----------    ---------       -------- 
                                                                                 
Balance September 30, 1996             (584,382)     $(8,642)        $64,878       
                                     ===========    =========       ========
</TABLE> 
 
  THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL
                                  STATEMENTS.

                                       5
<PAGE>
 
                   MICROTOUCH SYSTEMS, INC. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (UNAUDITED)
                               (AMOUNTS IN 000S)

<TABLE>
<CAPTION>
                                                                               NINE MONTHS ENDED  
                                                                                  SEPTEMBER 30     
                                                                                 ---------------
                                                                              1996                1995
                                                                              ----                ---- 
<S>                                                                     <C>                 <C>   
Cash flows from operating activities:
   Net income                                                           $    4,370          $    1,441   
   Adjustments to reconcile net income to net cash provided                                              
     by (used in) operating activities--                                                                 
     Depreciation and amortization                                           1,305               1,225   
     Deferred income taxes                                                     366             (1,920)  
     Compensation expense related to common stock                                                        
      options and other                                                                   27                  15   
     Write-off of purchased technology and related assets                      ---               1,985   
     Purchased research and development and related costs                      ---               3,000   
     (Increase) decrease in assets--                                                                     
       Accounts receivable                                                 (3,004)             (3,899)  
       Inventories                                                         (2,417)               3,256   
       Prepaid expenses and other assets                                   (1,250)             (2,751)  
     Increase (decrease) in liabilities--                                                                
       Accounts payable                                                        605             (1,368)  
       Accrued expenses                                                      1,682                 458   
                                                                         ---------           ---------
        Net cash provided by operating activities                            1,684               1,442   
Cash flows provided by/(used in) investing activities:                                                   
   Purchase of property and equipment, net                                 (1,779)             (3,083)  
   Sale and maturity of marketable securities                               14,662               8,900   
   Purchase of marketable securities                                      (13,902)            (39,065)  
   Investments and acquisition of businesses, net of cash                                                
     acquired                                                                  ---             (2,486)  
                                                                         ---------           ---------
        Net cash used in investing activities                              (1,019)            (35,734)  
                                                                                                         
Cash flows provided by/(used in) financing activities:                                                   
   Exercise of stock options and employee stock purchase                                                        
     plan                                                                      494                 338    
   Cost incurred related to the Nissha litigation                            (954)               (252)  
   Purchase of treasury stock                                              (2,355)                 ---   
   Tax benefit from exercise of stock options and                                                        
    disqualifying dispositions                                                 189                 473   
                                                                         ---------           ---------
        Net cash provided by (used in) financing activities                (2,626)                 559   
                                                                                                         
Effect of exchange rates on cash                                             (287)               (178)  
                                                                         ---------           ---------
                                                                                                         
Net increase (decrease) in cash                                            (2,248)            (33,911)  
Cash, beginning of period                                                    5,706              43,613   
                                                                         ---------           ---------
Cash, end of period                                                     $    3,458          $    9,702   
                                                                         =========           =========
Supplemental disclosures of cash flow information:                                                       
Interest paid                                                           $       78          $       57   
                                                                         =========           =========
                                                                                                         
Income taxes paid                                                       $    1,314          $    2,644
                                                                         =========           =========
</TABLE>
  
  THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL
                                  STATEMENTS.

                                       6
<PAGE>
 
                   MICROTOUCH SYSTEMS, INC. AND SUBSIDIARIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                              SEPTEMBER 30, 1996

(1)  Nature of Business
     ------------------

     MicroTouch Systems, Inc. develops, manufactures and sells touch sensitive
input systems, including touch-sensitive screens, digitizers for pen computers,
kiosk enclosures and electronic whiteboards.

(2)  Consolidated Financial Statements
     ---------------------------------

     The accompanying consolidated financial statements include the accounts of
MicroTouch Systems, Inc. and its wholly-owned subsidiaries (together, the
"Company").  All significant intercompany accounts, transactions and profits
have been eliminated.

(3)  Interim Consolidated Financial Statements
     -----------------------------------------

     The accompanying consolidated financial statements as of September 30, 1996
and for the three-and nine-month periods ended September 30, 1996 and 1995
include the accounts of the Company, and have not been audited by independent
public accountants; however, these statements, prepared in accordance with
generally accepted accounting principles, reflect, in the opinion of management,
all adjustments (consisting only of normal recurring accruals) necessary to
present fairly the financial position as of September 30, 1996, and the results
of operations for the three-month and nine-month periods ended September 30,
1996 and 1995.  The results of operations for the three-month and nine-month
periods ended September 30, 1996 are not necessarily indicative of the results
to be expected for the entire year.

     These consolidated financial statements do not include all disclosures
associated with annual consolidated financial statements and, accordingly,
should be read in conjunction with the footnotes contained in the Company's
Annual Report on Form 10-K for the year ended December 31, 1995.

(4)  Earnings Per Share
     ------------------

     Earnings per share data are computed using the weighted average number of
shares of common and dilutive common equivalent shares outstanding during the
year.  Dilutive common equivalent shares consist of stock options and are
calculated using the treasury stock method.

                                       7
<PAGE>
 
                          MANAGEMENT'S DISCUSSION AND
                      ANALYSIS OF FINANCIAL CONDITION AND
                             RESULTS OF OPERATIONS



RESULTS OF OPERATIONS:

The following table sets forth, for the fiscal periods indicated, the percentage
of net sales represented by certain items in MicroTouch's statements of
operations:

<TABLE>
<CAPTION>
                                                 PERCENTAGE OF TOTAL REVENUE
                                        ----------------------------------------------
                                             THREE MONTHS            NINE MONTHS
                                          ENDED SEPTEMBER 30,     ENDED SEPTEMBER 30,
                                        --------------------    ----------------------
                                            1996       1995         1996         1995
                                            ----       ----         ----         ----
<S>                                     <C>          <C>        <C>          <C>
Net Sales                                   100.0%     100.0%       100.0%       100.0%
Cost of Sales                                61.9       62.8         62.2         62.0
                                        ----------   -------    ----------   ----------
    Gross Profit                             38.1       37.2         37.8         38.0
Operating Expenses:
  Research & Development                      7.5        7.6          7.5          6.3
  Sales & Marketing                          13.4       17.6         14.7         14.6
  General & Administrative                    7.0        7.6          6.6          6.7
  Amortization of Intangible Assets            .5         .6           .5           .5
  Write-off of Purchased Technology and
    Related Assets                              --        --           --          3.5
  Purchased Research and Development
    and Related Costs                           --        --           --          5.2
                                        ----------   -------    ----------   ----------       
    Total Operating Expenses                  28.4      33.4         29.3         36.8
                                        ----------   -------    ----------   ----------
Operating Income                               9.7       3.8          8.5          1.2
Other Income                                   1.2       2.1          1.6          2.8
                                        ----------   -------    ----------   ----------
Income Before Provision for
  Income Tax                                  10.9       5.9         10.1          4.0
Net Income                                     6.9       3.8          6.4          2.5
</TABLE>

NET SALES  Net sales in the quarter ended September 30, 1996 increased over the
corresponding period of 1995 by $6,464,000 or 36.7%.  For the nine month period
ended September 30, 1996 sales increased to $68,023,000 an increase of
$10,882,000 or 19.0% over the corresponding period of 1995.  These increases in
net sales primarily reflect increased volume in domestic touchscreen and kiosk
products and higher European touchscreen sales volume for the three and nine
month periods ended September 30, 1996.  Sales from international operations
were $8,210,000 and $24,080,000, respectively, for the three and nine month
periods ended September 30, 1996.  Sales from international operations have
increased 38.8% and 30.1%, respectively over the comparable periods of 1995.  In
the three month period ended September 30, 1996 this increase primarily reflects
the above mentioned higher touchscreen volume in Europe.  For the nine month
period ended September 30, 1996 the increase also reflects higher sales volume
into the Japanese market.

GROSS PROFIT  Gross profit for the three and nine month periods ended September
30, 1996 was $9,180,000 and $25,729,000, respectively, and represents increases
of 40.0% and 18.5% over the corresponding periods of 1995.  As a percentage of
net sales, gross profit increased from 37.2% in the third quarter of 1995 to
38.1% in the third quarter of 1996.  The increase in third quarter gross margins
as compared to 1995 primarily reflects a mix of higher margin kit revenue and
improved operating leverage in the kiosk business resulting from increased
revenue. For the nine month period ended September 30, 1996, gross profit as a
percentage of net sales decreased to 37.8% from 38.0% in the same period in
1995.  This decrease resulted primarily from lower margins at the Company's
Japanese operation.

                                       8
<PAGE>
 
RESEARCH AND DEVELOPMENT Research and development expenses for the quarter ended
September 30, 1996 increased over the corresponding period of 1995 by $474,000
or 35.4%. As a percentage of net sales, research and development expenses were
essentially flat, amounting to 7.6% in the third quarter of 1995 and 7.5% in the
third quarter of 1996. For the nine month period ended September 30, 1996,
research and development spending increased $1,521,000 or 42.2% over the same
period in 1995. The increase in research and development expenses resulted
primarily from development related to the Company's resistive membrane
technology and continued development in the Company's ThruGlass and TouchPen
product lines. The Company expects that research and development expenses may
increase in the future on an absolute spending basis primarily due to research
on the Company's new electronic whiteboard products.

SALES AND MARKETING Sales and marketing expenses in the quarter ended September
30, 1996 increased over the corresponding period of 1995 by $118,000 or 3.8%, to
$3,225,000. As a percentage of net sales, sales and marketing expenses decreased
from 17.6% in the third quarter of 1995 to 13.4% in the third quarter of 1996
primarily on the strength of the quarterly sales increase and tight controls
over spending. For the nine month period ended September 30, 1996, sales and
marketing expenses increased by $1,627,000 or 19.5% to $9,984,000. As a
percentage of net sales, sales and marketing expenses increased slightly from
14.6% in the first nine months of 1995 to 14.7% in the first nine months of
1996. The increase in sales and marketing expenses resulted primarily from the
sales and marketing costs associated with the launch of a new Internet Kiosk
product (Prospector)(TM) and a new electronic whiteboard product (Ibid)(TM) the
resistive membrane technology business acquired in 1995 and the expenses
resulting from the opening of two new international sales offices in France and
Germany in mid-1995.

GENERAL AND ADMINISTRATIVE General and administrative expenses for the quarter
ended September 30, 1996 increased from the corresponding period of 1995 by
$347,000 or 26.0% to $1,683,000 and included approximately $150,000 in costs
associated with the move into a new headquarters facility in the United Kingdom.
For the nine month period ended September 30, 1996, general and administrative
expenses increased over the corresponding period of 1995 by $655,000 or 17.2% to
$4,472,000. As a percentage of net sales, general and administrative expenses
decreased from 7.6% for the third quarter of 1995 to 7.0% for the third quarter
of 1996 primarily as a result of the quarterly sales increase. For the nine
months ended September 30, 1996, general and administrative expenses as a
percentage of net sales decreased to 6.6% from 6.7% for the corresponding period
of 1995.

AMORTIZATION OF INTANGIBLE ASSETS For the quarter ended September 30, 1996,
operating expenses included $117,000 of amortization relating to various
acquisitions and purchases of technologies, as compared to $99,000 for the
quarter ended September 30, 1995. For the nine month period ended September 30,
1996, amortization expense was $340,000 as compared to $270,000 for the
comparable period of 1995.

WRITE-OFF OF PURCHASED TECHNOLOGY AND RELATED ASSETS During the second quarter
of 1995, the Company, as a result of an extensive technology review and a
strategic decision to focus on product development in the resistive technology
area rather than the TouchMate technology, recorded a one-time pretax charge of
$1,985,000. This charge included the write-off of the TouchMate technology and
the write down of related inventory to net realizable value. This charge is
reflected in the results through the nine months ended September 30, 1995.

CHARGE FOR PURCHASED RESEARCH AND DEVELOPMENT AND RELATED COSTS During the
second quarter of 1995, the Company expensed $3,000,000 of costs associated with
in-process research and development projects which were part of the acquisition
of Touch Technology. This charge is reflected in the results through the nine
months ended September 30, 1995.

OPERATING INCOME Operating income in the quarter ended September 30, 1996 of
$2,341,000 represented an increase of $1,664,000 over the third quarter of 1995,
primarily reflecting operating leverage due to the 36.7% increase in net sales
over the 1995 period. For the nine month period ended September 30, 1996,
operating income of $5,810,000 reflects an increase of $5,128,000 over the
comparable period of 1995, due largely to the $4,985,000 in non-recurring
charges during the 1995 period as described above.

                                       9
<PAGE>
 
OTHER INCOME Other income in the quarter ended September 30, 1996 decreased from
that of the corresponding period in 1995 by $73,000 or 19.9% to $294,000. Other
income in the third quarter of 1996 included $39,000 in foreign currency
exchange losses. Foreign currency exchange losses in the third quarter of 1995
were $111,000. Interest income, net of interest expenses, on the investment of
the Company's cash and investment portfolio for the third quarter of 1996 was
$333,000, compared to $478,000 for the third quarter of 1995, reflecting
declining short-term interest rates and a decrease in the size of the Company's
investment portfolio to support working capital requirements and to continuing
repurchases of the Company's common stock. For the nine month period ended
September 30, 1996, other income reflects a decrease from the comparable period
of 1995 by $533,000 or 33.2% to $1,072,000 due primarily to decreased interest
income as described above.

PROVISION FOR INCOME TAXES The Company's effective tax rate for both the three
and nine month periods ended September 30, 1996 was 36.5%, as compared to 36.3%
for the three month period ended September 30, 1995 and 37.0% for the nine month
period ended September 30, 1995. The effective tax rates in all periods differed
from the federal statutory rate of 34% primarily as a result of the provision
for state income taxes and the inability of the Company to record a tax benefit
from certain foreign operating loss carryforwards, partially offset by the
benefit related to the Company's foreign sales corporation and tax-exempt
interest income.

GEOGRAPHIC SEGMENTS Domestic pre-tax income for the three month period ended
September 30, 1996 increased 38.8% over the comparable period of 1995 due
primarily to sales increases, especially at the Factura Kiosks product division.
Through the nine months ended September 30, 1996, pre-tax income from domestic
operations increased 70.8% due to the non-recurring charges recorded in 1995
(discussed above) as well as the domestic sales increases. Pre-tax income from
international operations for the three and nine month periods ended September
30, 1996 increased 51.3% and 69.0%, respectively, over the comparable periods of
1995 on the strength of the previously discussed international sales increases
and the non-recurring charges recorded in 1995.

                        LIQUIDITY AND CAPITAL RESOURCES

As of September 30, 1996, the Company had net working capital of $55,019,000,
including approximately $33,983,000 in cash, cash equivalents and marketable
securities. The Company reported a net cash generated by operating activities of
$1,684,000 for the nine months ended September 30, 1996. Additionally, the
Company maintains a $3,000,000 bank line of credit. As of September 30, 1996,
the Company had no borrowings under its bank line of credit.

In September, 1995, the Board of Directors of the Company authorized a one-year
repurchase program of the Company's common stock, not to exceed $10 million.
Through September 30, 1996 the Company repurchased 672,138 shares at an
aggregate cost of $9,917,000. These shares have been and will be used for the
Company's stock option plan, employee stock purchase plan and for other
corporate purposes, including, possible acquisitions.

Pending operating needs, the Company has invested its cash in investment grade,
short-term, interest bearing securities and preferred stock. The Company
believes that these cash investments, together with anticipated cash flows from
operations pursuant to its current operating plan, will be sufficient to meet
the Company's working capital and capital expenditure requirements, at least
through 1997. While the Company regularly evaluates acquisition candidates,
conducts preliminary discussions regarding acquisitions and intends to pursue
acquisition opportunities available to it, there can be no assurance that any
such acquisition will be made.

The discussion contained in this section, as well as elsewhere in this Form 10-
Q, may contain forward-looking statements based on the current expectations of
the Company's management. Such statements are subject to certain risks and
uncertainties which could cause actual results to differ materially from those
projected. Readers are cautioned not to place undue reliance on these forward-
looking statements which speak only as of the date hereof. The Company
undertakes no obligation to publicly release any revisions to these forward-
looking statements which may be necessary to reflect events or circumstances
occurring after the date hereof or to reflect the occurrence of unanticipated
events.

                                      10
<PAGE>
 
                          PART II   OTHER INFORMATION


 

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

(a)       Exhibits

          27, Financial Data Schedule

(b)       Reports on Form 8-K

          None

                                      11
<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.



                                        MicroTouch Systems, Inc.



Dated: November 4, 1996                      BY:   /s/Geoffrey P. Clear
                                                   ------------------------
                                             Geoffrey P. Clear
                                             Vice President -
                                             Finance & Administration,
                                             Chief Financial Officer &
                                             Treasurer

                                      12
<PAGE>
 
                                 EXHBIT INDEX
                                 ------------


Exhibit                                                Page
- -------                                                ----

27                      Financial Data Schedule         14

                                      13

<TABLE> <S> <C>

<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
       
<S>                             <C>                     <C>
<PERIOD-TYPE>                   3-MOS                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1996             DEC-31-1996
<PERIOD-START>                             JUL-01-1996             JAN-01-1996
<PERIOD-END>                               SEP-30-1996             SEP-30-1996
<CASH>                                           3,458                       0
<SECURITIES>                                    30,525                       0 
<RECEIVABLES>                                   19,517                       0 
<ALLOWANCES>                                     3,754                       0 
<INVENTORY>                                     13,952                       0 
<CURRENT-ASSETS>                                69,809                       0 
<PP&E>                                          10,678                       0 
<DEPRECIATION>                                   4,650                       0 
<TOTAL-ASSETS>                                  79,668                       0 
<CURRENT-LIABILITIES>                           14,790                       0 
<BONDS>                                              0                       0 
                                0                       0 
                                          0                       0 
<COMMON>                                            82                       0 
<OTHER-SE>                                      64,796                       0 
<TOTAL-LIABILITY-AND-EQUITY>                    79,668                       0 
<SALES>                                         24,077                  68,023
<TOTAL-REVENUES>                                24,077                  68,023
<CGS>                                           14,897                  42,294
<TOTAL-COSTS>                                   14,897                  42,294
<OTHER-EXPENSES>                                 6,407                  18,527
<LOSS-PROVISION>                                    92                     242
<INTEREST-EXPENSE>                                  46                      78
<INCOME-PRETAX>                                  2,635                   6,882
<INCOME-TAX>                                       962                   2,512
<INCOME-CONTINUING>                                  0                       0
<DISCONTINUED>                                       0                       0
<EXTRAORDINARY>                                      0                       0
<CHANGES>                                            0                       0
<NET-INCOME>                                     1,673                   4,370
<EPS-PRIMARY>                                     0.21                    0.54
<EPS-DILUTED>                                     0.21                    0.54
        

</TABLE>


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