<PAGE>
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
<PAGE>
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarter ended Commission file number 000-18404
December 30, 1995
----------------------
TRUEVISION, INC.
(Exact name of registrant as specified in its charter)
----------------------
DELAWARE 77-0161747
(State of Incorporation) (I.R.S. Employer Identification No.)
2500 Walsh Avenue 95051
Santa Clara, California (Zip Code)
(Address of principal executive offices)
Registrant's telephone number, including area code
(408) 562-4200
Indicate by check mark whether the Registrant (1) has filed 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
------ ------
Number of shares of Common Stock outstanding
as of December 30, 1995: 12,488,283
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<PAGE>
INDEX
Truevision, Inc.
Page
PART I - FINANCIAL INFORMATION Number
- -------------------------------- ----------
Item 1: Consolidated Interim Financial Statements
Consolidated Interim Balance Sheets -
December 30, 1995 and July 1, 1995 3
Consolidated Interim Statements of
Operations - Three months ended
December 30, 1995 and December 31, 1994,
and six months ended December 30, 1995
and December 31, 1994 4
Consolidated Interim Statements of Cash
Flows - Six months ended December 30, 1995 and
six months ended December 31, 1994 5
Notes to Consolidated Interim Financial
Statements 6
Item 2: Management's Discussion and Analysis of
Financial Condition and Results of Operations 8
PART II - OTHER INFORMATION
- -----------------------------
Item 1: Legal Proceedings 12
Item 6: Exhibits and Reports on Form 8-K 12
SIGNATURES 13
- ------------
-2-
<PAGE>
PART I - FINANCIAL INFORMATION
TRUEVISION, INC.
CONSOLIDATED INTERIM BALANCE SHEETS
(Unaudited)
<TABLE>
<CAPTION>
Dec. 30, 1995 July 1, 1995
------------- ------------
(in thousands)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $6,298 $10,377
Accounts receivable, net 15,046 10,726
Inventory 11,615 10,613
Prepaid expenses and other assets 1,380 4,295
Deferred income taxes 60 60
Income taxes receivable 231 299
---------- ----------
Total current assets 34,630 36,370
Property and equipment, net 2,637 2,668
Other assets, net 261 235
Deferred income taxes 1,453 1,453
---------- ----------
Total assets $38,981 $40,726
---------- ----------
---------- ----------
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Line of credit $2,521 $1,684
Accounts payable 8,318 9,156
Accrued employee compensation 759 678
Accrued litigation settlement -- 6,600
Other accrued liabilities 2,227 3,837
Current portion of long-term obligations 440 200
---------- ----------
Total current liabilities 14,265 22,155
Long-term obligations 132 44
---------- ----------
Total liabilities 14,397 22,199
---------- ----------
Shareholders' equity:
Preferred stock -- --
Common stock 52,531 47,657
Accumulated deficit (27,755) (28,978)
Cumulative translation adjustment (192) (152)
---------- ----------
Total shareholders' equity 24,584 18,527
---------- ----------
Total liabilities and shareholders' equity $38,981 $40,726
---------- ----------
---------- ----------
</TABLE>
See accompanying notes to Consolidated Interim Financial Statements.
-3-
<PAGE>
TRUEVISION, INC.
CONSOLIDATED INTERIM STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
Dec. 30, Dec. 31, Dec. 30, Dec. 31,
1995 1994 1995 1994
-------- -------- ------- --------
(in thousands, except per share data)
<S> <C> <C> <C> <C>
Net sales $18,174 $17,742 $35,218 $34,022
Cost of sales 11,180 11,957 22,017 30,735
-------- -------- ------- --------
Gross profit 6,994 5,785 13,201 3,287
-------- -------- ------- --------
Operating expenses:
Research and development 1,746 1,531 3,511 3,310
Selling, general and administrative 4,199 4,448 8,211 12,309
Restructuring and other costs -- -- -- 3,654
-------- -------- ------- --------
5,945 5,979 11,722 19,273
-------- -------- ------- --------
Income (loss) from operations 1,049 (194) 1,479 (15,986)
Interest income 1 13 36 53
Interest expense (71) (52) (128) (84)
Other income (expense), net (101) (52) (128) (52)
-------- -------- ------- --------
Income (loss) before provision for income taxes 878 (285) 1,259 (16,069)
Provision for income taxes 26 -- 36 --
-------- -------- ------- --------
Net income (loss) $852 $(285) $1,223 $(16,069)
-------- -------- ------- --------
-------- -------- ------- --------
Net income (loss) per share $0.06 $(0.03) $0.09 $(1.68)
-------- -------- ------- --------
-------- -------- ------- --------
Weighted average common shares and equivalents 13,587 9,557 13,486 9,557
-------- -------- ------- --------
-------- -------- ------- --------
</TABLE>
See accompanying notes to Consolidated Interim Financial Statements.
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<PAGE>
TRUEVISION, INC.
CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Six Months Ended
Dec. 30, 1995 Dec. 31, 1994
------------- -------------
(in thousands)
<S> <C> <C>
OPERATING CASH FLOWS:
Net income (loss) $1,223 $(16,069)
Adjustments to reconcile net income (loss) to net cash
used in operating activities:
Provision for doubtful accounts (58) 358
Depreciation and other amortization 945 1,750
Loss on disposal of fixed assets 58 42
Income tax benefit from disqualifying dispositions
of employee stock options 301 --
Deferred income taxes -- 181
Other (40) 32
Changes in assets and liabilities:
Accounts receivable (4,262) 769
Inventory (1,002) 7,654
Prepaid expenses and other assets 2,915 (232)
Income taxes receivable 68 648
Accounts payable (838) (351)
Accrued employee compensation 81 (57)
Accrued litigation settlement (6,600) --
Other accrued liabilities (1,610) 2,701
Accrued restructuring -- 1,041
------- -------
Net cash used in operating activities (8,819) (1,533)
------- -------
INVESTING CASH FLOWS:
Acquisitions of property and equipment (566) (230)
Acquisitions of other assets (33) (218)
------- -------
Net cash used in investing activities (599) (448)
------- -------
FINANCING CASH FLOWS:
Proceeds from line of credit, net 837 --
Repayment of debt obligations (71) (255)
Issuance of common stock, net 4,573 147
------- -------
Net cash provided by (used in) financing activities 5,339 (108)
------- -------
Net decrease in cash (4,079) (2,089)
Cash and cash equivalents, beginning of period 10,377 8,254
------- -------
Cash and cash equivalents, end of period $6,298 $6,165
------- -------
------- -------
SUPPLEMENTAL DISCLOSURE:
Cash paid during the period for:
Interest $128 $84
Income taxes $13 $10
Noncash investing and financing activities:
Property and equipment acquired under capital leases $399 --
</TABLE>
See accompanying notes to Consolidated Interim Financial Statements.
-5-
<PAGE>
TRUEVISION, INC.
NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1 - Accounting Policies
BASIS OF PRESENTATION. The consolidated interim financial statements
presented in this Quarterly Report on Form 10-Q are unaudited. However, in
the opinion of management, all adjustments have been made for a fair
statement of the results for the interim periods presented. The
consolidated financial statements should be read in conjunction with the
audited consolidated financial statements and notes thereto included in the
Company's Annual Report to Shareholders for the year ended July 1, 1995.
The results of operations for the three-month and six-month periods
ended December 30, 1995 are not necessarily indicative of the results that
may be expected for the year ending June 29, 1996.
REPORTING YEAR. Effective as of the third quarter of fiscal 1995, the
Company changed to a fiscal calendar and its reporting year will end on
the Saturday closest to June 30, which is June 29, 1996 for fiscal 1996.
Accordingly, the Company's second quarter of fiscal 1996 ends on
December 30, 1995.
NOTE 2 - Inventory
A summary of inventory follows (in thousands):
<TABLE>
<CAPTION>
Dec. 30, July 1,
1995 1995
----------- ----------
<S> <C> <C>
Purchased parts and subassemblies $5,165 $6,812
Work-in-progress 3,658 2,153
Finished goods 2,792 1,648
----------- ----------
Total $11,615 $10,613
----------- ----------
----------- ----------
</TABLE>
NOTE 3 - Property and Equipment
A summary of property and equipment follows (in thousands):
<TABLE>
<CAPTION>
Dec. 30, July 1,
1995 1995
----------- ----------
<S> <C> <C>
Computer equipment and machinery $13,489 $12,785
Furniture and fixtures 777 879
Leasehold improvements 406 431
----------- ----------
Subtotal 14,672 14,095
Less: Accumulated depreciation (12,035) (11,427)
----------- ----------
Total $2,637 $2,668
----------- ----------
----------- ----------
</TABLE>
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<PAGE>
NOTE 4 - Restructuring Charges
A summary of charges for restructuring and other costs along with the
respective remaining reserves follows (in thousands):
<TABLE>
<CAPTION>
Reserve Reserve Original Reserve
balance @ balance @ charge @ balance @
July 1, payments/ Dec.30, Sept. 30, payments/ Dec. 31,
1995 other 1995 1994 other 1994
--------- -------- ---------- ---------- --------- -----------
<S> <C> <C> <C> <C> <C> <C>
Product discontinuance $-- $-- $-- $2,283 $(1,694) $589
Downsizing/integration 383 (122) 261 1,216 (405) 811
Writedown of non-performing assets/other -- -- -- 155 (126) 29
--------- -------- ---------- ---------- --------- -----------
Total $383 $(122) $261 $3,654 $(2,225) $1,429
--------- -------- ---------- ---------- --------- -----------
--------- -------- ---------- ---------- --------- -----------
</TABLE>
For further discussion regarding the Company's restructuring and other
charges see the Management's Discussion and Analysis section.
NOTE 5 - Shareholders' Equity
On August 8, 1995 the Company issued 650,000 shares of its Common Stock in
a private placement to multiple investors for $6.26 per share; the net
proceeds from the sale were $4.1 million. The proceeds were used primarily
to fund the settlement of the Company's shareholder class action lawsuit.
(See Note 6 for related discussion.)
NOTE 6 - Shareholders Litigation Settlement
In early August 1995, the Company made a payment totaling $3.6 million, and
the Company's insurance carrier paid $3 million which the Company had
recorded in prepaid expenses and other assets at July 1, 1995, liquidating
the July 1, 1995 $6.6 million accrual. On August 28, 1995, the federal
court approved the settlement agreement.
-7-
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
CURRENT QUARTER COMPARED TO PRIOR QUARTER AND PRIOR YEAR QUARTER
NET SALES. Total net sales were $18.2 million for the quarter ended
December 30, 1995, an increase of $1.2 million or 7% from the prior
quarter, and an increase of $0.5 million or 2% from the same quarter of the
prior year. During the latter part of the first quarter of fiscal 1995
the Company began to separate and analyze its product lines in terms of
"Truevision" and "RasterOps" products. The Truevision product line
consists of all video and OEM products, while RasterOps product line consists
of Macintosh and PC graphics acceleration cards and monitors. At that
time, the Company elected to terminate its entire PC graphics product line,
reduce its dependency upon monitor sales and focus its future on its
higher-margin Truevision (desktop digital video) product line.
The results for the quarter ended December 30, 1995 are comprised of
revenues from the Truevision line, an increase of $2.1 million or 13% from
the $16.1 million in the prior quarter, and an increase of $7.7 million or
73% from the $10.5 million in the same quarter of the prior year. The
results for the quarters ended September 30, 1995 and December 31, 1994
also included $0.9 million and $7.2 million, respectively, of revenue from
RasterOps graphic cards and monitors as well as other graphics related
revenues. The product mix change in terms of revenue dollars is due to a
shift in the Company's product focus during fiscal 1995.
During fiscal 1995 the Company also began focusing its efforts on building
its OEM customer base. Sales to OEM's during the quarter ended December
30, 1995 were $10.4 million or 57% of total net sales, compared to
$9.2 million or 54% for the prior quarter, and $4.1 million or 23% for
the same quarter of the prior year. During fiscal 1995, the Company
negotiated a three-year agreement with Avid Technology, Inc. ("Avid") which
accounted for 42% of total net sales for the quarter ended December 30,
1995. During the quarter ended September 30, 1995 and the quarter and fiscal
year ended July 1, 1995, Avid accounted for 42%, 29% and 16%, respectively,
of the Company's revenues.
International net sales were $4.4 million for the quarter ended December
30, 1995, an increase of $0.9 million from the $3.5 million in the prior
quarter, and an increase of $0.6 million from the $3.8 million in the same
quarter in the prior year. International net sales represented 24% of total
net sales for the quarter ended December 30, 1995, compared to 20% for the
prior quarter, and 21% for the same quarter of the prior year.
Truevision's non-OEM customers generally place orders on an "as-needed"
basis and, as a result, backlog at the beginning of each quarter represents
only a portion of the product sales anticipated in that quarter. Quarterly
net sales and operating results therefore depend on the volume and timing
of bookings received during a quarter, which are difficult to forecast.
The absence of backlog also limits the Company's ability to predict
appropriate production and inventory levels, which has had and could have
in the future an adverse effect on operating results. Truevision's results
of operations may fluctuate from quarter to quarter due to these and
other factors, such as announcements by Truvision, its competitors or
the manufacturers of the platforms which Truevision's products are used.
-8-
<PAGE>
GROSS PROFIT. The Company had a gross profit of $7.0 million or 38.4% of
net sales during the quarter ended December 30, 1995, compared to a gross
profit of $6.2 million or 36.4% of net sales in the prior quarter, and a
gross profit of $5.8 million or 32.6% of net sales for the same quarter in
the prior year. The increase in gross profit is mainly due to the
Company's net sales including a higher percentage of video graphics
products that carry higher gross margins than the monitor and Macintosh
graphics acceleration products. Also included in net sales for the
quarter ended December 31, 1994 were low margin graphics products for
which the Company had previously recorded reserves reducing such products to
their net realizable value.
RESEARCH AND DEVELOPMENT EXPENSES. Research and development expenses
were approximately 10% of net sales for the quarters ended December 30,
1995 and September 30, 1995, and approximately 9% for the same quarter in
the prior year. In the absence of unusual circumstances or events, the
Company expects that research and development spending as a
percentage of net sales will remain relatively constant through the
remainder of fiscal 1996.
The Company believes that continued investment in research and development
is critical to its future growth and competitive position in its
market for broadcast video and color imaging systems and is directly
related to timely development of new and enhanced products. The
Company, therefore, may experience increased research and development
spending in future periods. Because of the inherent uncertainty of
development projects, there can be no assurance that increased research
and development efforts will result in successful product introductions
or enable to maintain or increase sales.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general
and administrative expenses were approximately 23% of net sales for the
quarters ended December 30, 1995 and September 30, 1995, and approximately
25% for the same quarter in the prior year. In the absence of unusual
circumstances or events, the Company expects that selling, general and
administrative spending as a percentage of net sales will remain relatively
constant through the remainder of fiscal 1996.
CURRENT SIX-MONTH PERIOD COMPARED TO PRIOR YEAR SIX-MONTH PERIOD
NET SALES. Total net sales were $35.2 million for the six-month period
ended December 30, 1995, an increase of $1.2 million or 4% from the
$34.0 million in the same period of the prior year. During the latter part
of the first quarter of fiscal 1995 the Company began to separate and analyze
its product lines in terms of "Truevision" and "RasterOps" products as
discussed above.
The results for the six-months ended December 30, 1995 are comprised of
$34.3 million of Truevision revenues and $0.9 million of RasterOps
revenues. This compares with $19.2 million and $14.8 million, respectively,
in the same period of the prior year. The product mix change in terms of
revenue dollars is due to a shift in the Company's product focus during
fiscal 1995.
During fiscal 1995 the Company also began focusing its efforts on building
its OEM customer base. Sales to OEM's during the six-month period ended
December 30, 1995 were $19.6 million or 56% of total net sales compared to
$6.8 million or 20% for the same period of the prior year. During fiscal
1995, the Company negotiated a three-year agreement with Avid which
accounted for 42% of total net sales for the six-month period ended December
30, 1995, compared to 10% for the same period of the prior year.
-9-
<PAGE>
International net sales were $7.9 million for the six-month period
ended December 30, 1995, a decrease of $0.2 million from the $8.1 million in
the same period of the prior year. International net sales represented 22%
of total net sales for the six-month period ended December 30, 1995,
compared to 24% for the same period of the prior year.
GROSS PROFIT. The Company had a gross profit of $13.2 million or 37.4% of
net sales during the six-month period ended December 30, 1995, compared to a
gross profit of $3.3 million or 9.7% of net sales for the same period in
the prior year. In the quarter ended September 30, 1994, the Company
recorded additional inventory reserves of $6.0 million (excluding the $1.9
million included in restructuring costs) to reduce inventory to its
estimated net realizable values to reflect management's current plans and
market expectations. The Company's gross margins have improved as the
Company shifted its focus to developing, manufacturing and selling more
high-margin desktop video products and at the same time exiting the
low-margin monitor business.
RESEARCH AND DEVELOPMENT EXPENSES. For both six-month periods ended
December 30, 1995 and December 31, 1994, research and development
expenses were approximately 10% of net sales. In the absence of unusual
circumstances or events, the Company expects that research and
development spending as a percentage of net sales will remain relatively
constant through the remainder of fiscal 1996.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general
and administrative expense decreased $4.1 million to $8.2 million for the
six-month period ended December 30, 1995, compared to $12.3 million for the
same period of the prior year. As a percentage of net sales, selling,
general and administrative expense decreased to 23% in the six-month period
ended December 30, 1995, compared with 36% for the same period of the prior
year. The decrease of $4.1 million is primarily due to increased expenses
in the six-month period of the prior year due to: (1) increased reserves
for bad debts attributable to two of the Company's foreign distributors;
(2) lease terminations; and (3) legal fees. Additionally, the Company
instituted ongoing efforts for reducing the Company's overhead costs after
the first quarter of fiscal 1995. In the absence of unusual
circumstances or events, the Company expects that selling, general and
administrative spending as a percentage of net sales will remain
relatively constant through the remainder of fiscal 1996.
RESTRUCTURING AND OTHER CHARGES RECORDED IN THE QUARTER ENDED SEPTEMBER 30,
1994
During the quarter ended September 30, 1994, the Company recorded a charge
for restructuring and other costs of $3.7 million. Late in the quarter
ended September 30, 1994, the Company made the decision to terminate the
production of its entire PC graphics product line which consisted of a
variety of graphics acceleration cards. The Company established a reserve
in the amount of $1.9 million to reduce the related inventory to net
realizable value, and during the quarter ended December 31, 1994, adjusted
the reserve downward by $1.5 million for sales of related products.
The Company believes that the remaining inventory is adequately
reserved. Due to the discontinuance of these products, the Company
recorded additional charges aggregating $383,000 for prepaid royalties
no longer having economic value and cancellation charges on inventory
purchase commitments. Also included in the restructuring charge were
costs aggregating $1.2 million associated with downsizing of the Company's
worldwide operations, including lease termination for offices located in
California, Indiana, Germany, France, United Kingdom and Japan and
employee severance. These lease terminations will reduce facilities and
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<PAGE>
amortization expenses by $296,000 during the remainder of fiscal 1995. The
reserve for employee severance has been fully utilized. The Company has a
remaining restructuring reserve balance of $261,000 as of December 30,
1995 related to this restructuring.
LIQUIDITY AND CAPITAL RESOURCES
For the quarter ended December 30, 1995, the Company had cash and
cash equivalents of $6.3 million, a decrease of $1.5 million from the $7.8
million at September 30, 1995. For the six-month period ended December
30, 1995, the Company's cash and cash equivalents decreased $4.1
million from the $10.4 million at July 1, 1995. Working capital
increased from $14.2 million at July 1, 1995 to $20.4 million at
December 30, 1995. During the six-month period ended December 30, 1995,
net cash used in operating activities was $8.8 million compared to $1.5
million during the six-month period ended December 31, 1994. The increase
in cash used in operating activities is due primarily to the Company's
settlement payment of $3.6 million made in August 1995 related to the
shareholder class action lawsuit, and an increase of accounts receivable due
to increased revenues.
The Company spent approximately $0.6 million and $0.2 million for new
equipment during the six-month periods ended December 30, 1995 and
December 31, 1994, respectively. Additionally, the Company acquired new
equipment under capital leases totaling $0.4 million in the six-month
period ended December 30, 1995. The Company has no material commitments for
the purchase of capital equipment.
Substantially all of the Company's sales are made directly to
OEMs, distributors, value added resellers (VAR's), authorized independent
dealers and retail chains. While the Company intends to continue its
policy of careful inventory and receivables management, it believes that
in the future somewhat greater levels of inventory and receivables relative
to sales may be needed to serve its distribution channels.
The Company satisfied its cash requirements for the six-month period
ended December 30, 1995 primarily from its beginning balance of
$10.4 million, funds generated from the issuance of the Company's common
stock in August 1995 and proceeds from sales under the employee stock purchase
plan and stock options exercised. For the six-month period ended December
31, 1994, the Company's cash requirements were satisfied primarily from its
beginning balance of $8.3 million and cash generated from operations. The
Company has a bank line of credit agreement allowing it to borrow up
to $7 million based upon percentages of eligible accounts receivable.
As of December 30, 1995, the Company had borrowings of $2.5 million
under the bank line of credit and guarantees through issuance of letters of
credit to suppliers of $1.3 million.
The Company believes that its current cash and cash generated from
operations together with its existing credit facilities will be sufficient
to meet the Company's cash requirements for at least the next year.
The Company believes that success in its industry requires substantial
capital in order to maintain the flexibility to take advantage of
opportunities as they may arise. The Company may, from time to time,
as market and business conditions warrant, invest in or acquire
complementary businesses, products or technologies. The Company may effect
additional equity or debt financings to fund such activities. The sale
of additional equity or convertible debt securities could result in
additional dilution in the equity ownership of the Company's shareholders.
-11-
<PAGE>
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
- -----------------------------------
(a) Information related to an action in which the Company was involved
is provided in Note 6 to the consolidated interim financial statements
included in this quarterly report, and such information is incorporated
herein by reference.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
- -------------------------------------------------
(a) Reports on Form 8-K. There were no reports on Form 8-K filed for
the quarter ended December 30, 1995.
-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.
Date: February 13, 1996 by: /s/ R. John Curson
----------------------------------
R. John Curson
Senior Vice President, Chief
Financial Officer and Secretary
(signing as duly authorized
signatory on behalf of the
registrant and in his capacity as
principal financial officer of the
registrant.)
-13-
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-29-1996
<PERIOD-START> JUL-02-1995
<PERIOD-END> DEC-30-1995
<CASH> 6,298
<SECURITIES> 0
<RECEIVABLES> 15,885
<ALLOWANCES> 839
<INVENTORY> 11,615
<CURRENT-ASSETS> 34,630
<PP&E> 14,672
<DEPRECIATION> 12,035
<TOTAL-ASSETS> 38,981
<CURRENT-LIABILITIES> 14,265
<BONDS> 0
0
0
<COMMON> 52,531
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 38,981
<SALES> 35,218
<TOTAL-REVENUES> 35,254
<CGS> 22,017
<TOTAL-COSTS> 22,017
<OTHER-EXPENSES> 11,978
<LOSS-PROVISION> 58
<INTEREST-EXPENSE> 128
<INCOME-PRETAX> 1,259
<INCOME-TAX> 36
<INCOME-CONTINUING> 1,259
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,223
<EPS-PRIMARY> 0.09
<EPS-DILUTED> 0.00
</TABLE>
