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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-Q
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(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
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For the transition period from to
Commission file number 000-18908
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IN FOCUS SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
Oregon 93-0932102
(State or other jurisdiction of incorporation (I.R.S. Employer
or organization) Identification No.)
27700B SW Parkway Avenue, Wilsonville, Oregon 97070
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 503-685-8888
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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 each of the issuer's classes of
common stock, as of the latest practicable date.
Common stock without par value 10,779,811
(Class) (Outstanding at April 29, 1997)
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IN FOCUS SYSTEMS, INC.
FORM 10-Q
INDEX
PART I - FINANCIAL INFORMATION Page
- ------------------------------ ----
Item 1. Financial Statements
Consolidated Balance Sheets - March 31, 1997 and
December 31, 1996 2
Consolidated Statements of Operations - Three Months Ended
March 31, 1997 and 1996 3
Consolidated Statements of Cash Flows - Three Months Ended
March 31, 1997 and 1996 4
Notes to Consolidated Financial Statements 5
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 6
PART II - OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders 9
Item 6. Exhibits and Reports on Form 8-K 9
Signatures 10
1
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
IN FOCUS SYSTEMS, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except share amounts)
March 31, December 31,
1997 1996
--------- -----------
ASSETS
Current Assets:
Cash and cash equivalents $ 39,679 $ 33,935
Marketable securities - held to maturity 4,500 4,263
Accounts receivable, net of allowances of
$3,591 and $3,942 55,862 55,289
Inventories, net 28,724 22,715
Income taxes receivable - 1,305
Deferred income taxes 3,135 3,135
Other current assets 2,825 1,546
--------- ----------
Total Current Assets 134,725 122,188
Property and equipment, net of accumulated
depreciation of $15,769 and $13,692 14,553 14,553
Other assets, net 1,195 1,509
---------- ----------
Total Assets $ 150,473 $ 138,250
---------- ----------
---------- ----------
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Income taxes payable $ 656 $ -
Accounts payable 29,560 22,210
Payroll and related benefits payable 1,979 2,282
Marketing cooperative payable 794 1,604
Other current liabilities 2,564 2,983
---------- ----------
Total Current Liabilities 35,553 29,079
Note payable 792 738
Deferred income taxes 473 473
Shareholders' Equity:
Common stock, 30,000,000 shares authorized;
shares issued and outstanding: 10,775,686
and 10,693,486 48,854 47,912
Additional paid-in capital 10,433 10,080
Retained earnings 54,368 49,968
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Total Shareholders' Equity 113,655 107,960
---------- ----------
Total Liabilities and Shareholders' Equity $ 150,473 $ 138,250
---------- ----------
---------- ----------
The accompanying notes are an integral part of these balance sheets.
2
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IN FOCUS SYSTEMS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except share and per share amounts)
Three months ended March 31,
1997 1996
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Revenue $ 64,764 $ 67,698
Cost of sales 45,997 44,282
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Gross profit 18,767 23,416
Operating expenses:
Marketing and sales 6,964 7,020
Engineering 3,998 4,645
General and administrative 1,766 1,970
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12,728 13,635
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Income from operations 6,039 9,781
Other income (expense):
Interest expense (17) -
Interest income 515 514
Other, net 36 125
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534 639
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Income before equity in income (loss) of
joint venture and provision for income taxes 6,573 10,420
Provision for income taxes 2,169 3,699
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Income before equity in income (loss)
of joint venture 4,404 6,721
Equity in income (loss) of joint venture (4) 270
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Net income $ 4,400 6,991
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Net income per share $ 0.40 $ 0.61
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Shares used in per share calculations 11,056,691 $ 11,510,614
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The accompanying notes are an integral part of these statements.
3
<PAGE>
IN FOCUS SYSTEMS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOW
(In thousands)
Three months ended March 31,
1997 1996
---------- ---------
Cash flows from operating activities:
Net income $ 4,400 $ 6,991
Adjustments to reconcile net income to net cash
flows provided by (used in) operating activities:
Depreciation and amortization 2,108 1,147
Equity in (income) loss of joint venture 4 (270)
(Increase) decrease in:
Accounts receivable, net (573) (7,972)
Inventories, net (6,009) (9,063)
Income taxes receivable 1,305 -
Other current assets (1,279) (160)
Increase (decrease) in:
Income taxes payable 656 2,142
Accounts payable 7,350 9,590
Payroll and related benefits payable (303) (343)
Marketing cooperative payable (810) 105
Other current liabilities (419) (284)
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Net cash provided by (used in)
operating activities 6,430 1,883
Cash flows from investing activities:
Purchase of marketable securities-held
to maturity (2,498) (1,500)
Maturity of marketable securities-held
to maturity 2,261 3,684
Payments for purchase of property and equipment
(2,023) (3,230)
Investment in joint venture (4) 270
Other assets, net 283 (281)
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Net cash provided by (used in) investing
activities (1,981) (1,057)
Cash flows from financing activities:
Proceeds from sale of common stock 942 660
Income tax benefit of non-qualified stock option
exercises and disqualifying dispositions 353 441
Stock repurchase - -
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Net cash provided by (used in) financing
activities 1,295 1,101
Increase (decrease) in cash and cash equivalents 5,744 1,927
Cash and cash equivalents:
Beginning of period 33,935 30,165
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End of period $ 39,679 $ 32,092
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The accompanying notes are an integral part of these statements.
4
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IN FOCUS SYSTEMS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
NOTE 1. BASIS OF PRESENTATION
The financial information included herein for the three-month periods ended
March 31, 1997 and 1996 is unaudited; however, such information reflects all
adjustments consisting only of normal recurring adjustments which are, in the
opinion of management, necessary for a fair presentation of the financial
position, results of operations and cash flows for the interim periods. The
financial information as of December 31, 1996 is derived from In Focus
Systems, Inc.'s (the Company's) 1996 Annual Report to Shareholders on
Form 10-K. The interim consolidated financial statements should be read in
conjunction with the consolidated financial statements and the notes thereto
included in the Company's 1996 Annual Report to Shareholders.
The results of operations for the interim periods presented are not
necessarily indicative of the results to be expected for the full year.
NOTE 2. INVENTORIES
Inventories are valued at the lower of cost (using average costs, which
approximates the first in, first-out (FIFO) method), or market, and include
materials, labor and manufacturing overhead.
March 31, 1997 December 31, 1996
-------------- -----------------
Raw materials and components $ 8,188 $ 6,259
Work-in-process 898 1,148
Finished goods 19,638 15,308
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$28,724 $22,715
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NOTE 3. SUPPLEMENTAL CASH FLOW INFORMATION
Supplemental disclosure of cash flow information is as follows:
Three Months Ended March 31,
----------------------------
1997 1996
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Cash paid during the period for income taxes $ 86 $ 1,125
Cash paid during the period for interest 16 --
Property acquired through debt 55 --
NOTE 4. EARNINGS PER SHARE
In March 1997, the Financial Accounting Standards Board issued Statement 128,
EARNINGS PER SHARE ("SFAS 128"), superseding Opinion 15. SFAS is required to
be adopted for periods ending after December 15, 1997. Pro forma effects of
applying SFAS 128 are as follows:
Three Months Ended: March 31, 1997 March 31, 1996
- ------------------------------------- ---------------- ----------------
Primary EPS as reported $ 0.40 $ 0.61
Effect of SFAS 128 0.01 0.03
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Basic EPS as restated $ 0.41 $ 0.64
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Fully diluted EPS as reported $ 0.40 $ 0.61
Effect of SFAS 128 0.00 0.00
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Diluted EPS as restated $ 0.40 $ 0.61
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5
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
FORWARD LOOKING STATEMENTS
Statements in this Form 10-Q which the Company considers to be
forward-looking are denoted with an *, and the following cautionary language
applies to all such statements, as well as any other statements in this
Form 10-Q which the reader may consider to be forward-looking in nature.
Investors are cautioned that all forward-looking statements involve risks and
uncertainties and several factors could cause actual results to differ
materially from those in the forward-looking statements. The Company from
time to time may make forward-looking statements relating to anticipated
gross margins, availability of products manufactured on behalf of the
Company, backlog, new product introductions and future capital expenditures,
and the following factors, among others, could cause actual results to differ
from those indicated in the forward-looking statements: 1) in regards to
gross margins, uncertainties associated with market acceptance of and demand
for the Company's products, impact of competitive products and their pricing
and dependence on third party suppliers; 2) in regards to product
availability and backlog, uncertainties associated with manufacturing
capabilities and dependence on third party suppliers; 3) in regards to new
product introductions, uncertainties associated with the development of
technology and the establishment of full manufacturing capabilities,
dependence on third party suppliers and intellectual property rights; and
4) in regards to future capital expenditures, uncertainties associated with
new product introductions.
RESULTS OF OPERATIONS
Revenue was $64.8 million in the first quarter of 1997 compared to
$67.7 million in the first quarter of 1996. The Company entered the first
quarter of 1997 with minimal backlog and some inventory in the channels as a
result of strong year-end demand and fulfilling a record backlog position in
the fourth quarter of 1996. In addition, the LitePro 720, an ultraportable
SVGA polysilicon projector weighing less than 12 pounds, began shipping in
March 1997. International sales represented 46 percent of total revenue in
both the first quarter of 1997 and 1996.
Due to the increase in competition within the Company's value added dealer
channel, the Company has limited the amount of credit available for
additional growth and has taken a tighter stance on shipping product to
dealers who are in past due situations. Therefore, growth within this
channel is somewhat dependent upon the ability of the dealers to find
alternative sources of capital.
The Company's customers generally order products for immediate delivery with
product shipment within 30 days after receipt of an order. However,
primarily due to the ramp-up late in the quarter of the newly introduced
LitePro 720 and long lead times on certain of its components, the Company was
unable to fill all of its orders for its products, resulting in backlog at
March 31, 1997 of approximately $8.6 million compared to $9.2 million at
December 31, 1996 and $15.6 million at March 31, 1996. Given current supply
and demand estimates, it is anticipated that most of the current backlog will
turn over by the end of the second quarter of 1997*. There is minimal
seasonal influence relating to the Company's order backlog. The stated
backlog is not necessarily indicative of Company sales for any future period
nor is a backlog any assurance that the Company will realize a profit from
filling the orders.
6
<PAGE>
The Company achieved gross margins of 29.0 percent in the first quarter of
1997 compared to 34.6 percent in the first quarter of 1996 and 28.0 percent
in the fourth quarter of 1996. The decrease from the first quarter of 1996 is
due primarily to increasing price competition as a result of new technologies
and new market entrants. The increase from the fourth quarter of 1996 is
primarily a result of the Company transitioning its product mix to a broader
line up of new higher margin SVGA projectors manufactured by the Company and
on-going component cost reduction efforts.
Marketing and sales expense remained constant at $7.0 million (10.8 percent
of revenue) in the first quarter of 1997 compared to $7.0 million
(10.4 percent of revenue) in the first quarter of 1996. The Company
continues to focus its marketing efforts on areas that most directly
contribute to revenue growth, quality and customer satisfaction.
Engineering expense decreased to $4.0 million (6.2 percent of revenue) in the
first quarter of 1997 from $4.6 million (6.9 percent of revenue) in the
first quarter of 1996. This decrease is primarily a result of timing for new
product releases under development. The Company expects to invest at similar
levels in research and development to support its product introduction plans.
General and administrative expense decreased to $1.8 million (2.7 percent of
revenue) in the first quarter of 1997 from $2.0 million (2.9 percent of
revenue) in the first quarter of 1996. The decrease is primarily attributed
to a decrease in the workforce that occurred at the beginning of the third
quarter of 1996 along with continued cost containment efforts.
Income from operations decreased to $6.0 million (9.3 percent of revenue) in
the first quarter of 1997 from $9.8 million (14.4 percent of revenue) in the
first quarter of 1996, primarily as a result of decreased sales and gross
margins as indicated above.
Income taxes are based on an estimated rate of 33.0 percent compared to 35.5
percent in the first quarter of 1996 and 30.5 percent for the year ended
December 31, 1996. The decrease from the first quarter of 1996 is primarily
a result of the reinstatement of the research and development tax credit
effective July 1, 1996. The increase from the year ended December 31, 1996
is primarily a result of a benefit related to 1995 taxes that was recorded in
1996.
LIQUIDITY AND CAPITAL RESOURCES
At March 31, 1997 working capital was $99.2 million, including $39.7 million
of cash and cash equivalents and $4.5 million of marketable securities. In
the first quarter of 1997, working capital increased by $6.1 million and the
current ratio decreased to 3.8:1 at March 31, 1997 from 4.2:1 at December 31,
1996. Cash and cash equivalents increased $5.7 million primarily due to cash
provided from operations of $6.4 million, $0.9 million provided by the sale
of common stock through the exercise of employee stock options and $0.4
million provided by the income tax benefit of non-qualified stock option
exercises and disqualifying dispositions, offset by $2.0 million in purchases
of property, plant and equipment.
7
<PAGE>
Accounts receivable remained relatively stable at $55.9 million at March 31,
1997 compared to $55.3 million at December 31, 1996. The Company was able to
keep accounts receivable relatively flat, despite a high percentage of
revenues in the month of March, as a result of its ongoing cash collection
efforts with its channel partners. As a result of the record revenues in
March, the Company's day's sales outstanding increased to 78 days compared to
68 at December 31, 1996. Accounts receivable that are beyond 60 days past
due represented approximately 3 percent of the total accounts receivable
balance at March 31, 1997 compared to approximately 6 percent at December 31,
1996.
Inventories increased $6.0 million to $28.7 million at March 31, 1997 from
$22.7 million at December 31, 1996 primarily due to the volume production
ramp on long lead-time components for the LitePro 720. Annualized inventory
turns were approximately 7.2 times for the quarter ended March 31, 1997
compared to approximately 8.4 times for the fourth quarter of 1996 on an
annualized basis.
The increase in income taxes payable is primarily due to the timing of tax
payments.
The increase in accounts payable is primarily related to increased purchases
to support the growth in inventory mentioned above.
The $2.0 million of purchases of property, plant and equipment were primarily
for new product tooling and information systems. Total expenditures for
property and equipment in 1997 are expected to total approximately $12.5
million, primarily for new product tooling, manufacturing plant floor layout
redesign and information systems infrastructure.*
8
<PAGE>
PART II - OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The annual meeting of the shareholders of the Company was held on April 17,
1997, at which the following actions were taken:
1. The shareholders elected the four nominees for director to the Board of
Directors of the Company. The four directors elected, along with the
voting results are as follows:
NAME NO. OF SHARES VOTING FOR NO. OF SHARES WITHHELD VOTING
- ---- ------------------------ -----------------------------
Peter D. Behrendt 9,176,111 18,380
Michael R. Hallman 9,175,425 19,066
John V. Harker 9,178,961 15,530
Jack D. Kuehler 9,176,661 17,830
2. The shareholders approved the appointment of Arthur Andersen LLP as the
independent accountants of the Company for the year ending December 31,
1997 (9,184,807 shares were voted affirmatively, 5,637 shares were voted
negatively and 4,047 shares abstained from voting).
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
The exhibits filed as a part of this report are listed below.
EXHIBIT NO.
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10 1997 Executive Bonus Plan, Sr. Vice President In Focus Systems,
Inc., President and Chief Executive Officer, Genigraphics, Inc.
11 Calculations of Net Income Per Share
27 Financial Data Schedule
(b) Reports on Form 8-K
There were no reports on Form 8-K filed during the quarter ended March 31,
1997.
9
<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: April 30, 1997 IN FOCUS SYSTEMS, INC.
By:/s/ JOHN V. HARKER
-----------------------------
John V. Harker
Chairman of the Board, President and
Chief Executive Officer
(Principal Executive Officer)
By:/s/ MICHAEL D. YONKER
-----------------------------
Michael D. Yonker
Vice President, Information Services,
Chief Financial Officer, Treasurer and
Secretary (Principal Financial and
Accounting Officer)
10
<PAGE>
EXHIBIT 10
1997 EXECUTIVE BONUS PLAN
SENIOR VICE PRESIDENT, IN FOCUS SYSTEMS
PRESIDENT AND CHIEF EXECUTIVE OFFICER,
GENIGRAPHICS
EFFECTIVE APRIL 1, 1997
<PAGE>
IN FOCUS SYSTEMS, INC.
1997 EXECUTIVE BONUS PLAN
SR. VICE PRESIDENT, IN FOCUS SYSTEMS
PRESIDENT AND CHIEF EXECUTIVE OFFICER, GENIGRAPHICS
POLICY: It is In Focus Systems' policy to provide the Sr. Vice President,
the opportunity for increased compensation based upon performance
against his individual goals/objectives.
GUIDELINES: 1. Adoption of Plan
This Sr. Vice President, Bonus Plan (the "Plan") was adopted
by the Board of Directors of In Focus Systems, Inc. (the
"Company") effective April 17, 1997.
2. Purpose of Plan and Effective Date
The purpose of the Plan is to establish the terms and
conditions under which the Company will pay the Sr. Vice
President bonuses for the calendar year beginning January 1,
1997 and ending December 31, 1997.
The provisions of this plan will become effective April 1,
1997.
The Senior Vice President bonus for 'Q1 1997 will be
calculated based 100% on annual company performance against
PBT objectives. His target bonus for 'Q1 shall be 35% of
actual base salary earned in 'Q1.
Unless the Board of Directors specifically provides
otherwise, all Sr. Vice President bonuses will be awarded
solely in accordance with this Plan.
3. Eligibility
Eligibility is limited to the Sr. Vice President.
Eligible Sr. Vice Presidents must be in active pay status
for an entire quarter to be paid profit sharing for that
quarter. The Sr. Vice President must also be in active pay
status when profit sharing checks are distributed in order
to receive that quarter's profit sharing pay-out.
<PAGE>
In the event that the Sr. Vice President is with the Company
for less than one year, a pro-rated bonus will be calculated
based on number of months employed. No annual bonus will be
paid if a Sr. Vice President joins the Company after October
1, 1997. Sr. Vice Presidents must be actively employed on
the last day of the year to be eligible for any annual bonus
amount.
4. Plan Components
(a) Profit Sharing
The first component of the bonus plan shall be the payment
of the profit sharing, paid quarterly. The percentage to be
paid (multiplied by the Sr. Vice President's quarterly
salary) shall be at the same rate as calculated for other
employees in accordance with the currently approved In Focus
Systems Profit Sharing Program. The payment to be made to
the Sr. Vice Presidents shall not reduce the amount to be
paid to other employees, i.e., shall not come from the
profit-sharing pool calculated for other employees.
(b) Annual Bonus
The second component of the bonus plan shall be an annual
bonus paid at year end based on the performance of the Sr.
Vice President against his individual goals/objectives.
This pay-out shall be calculated as follows:
_ The targeted bonus shall be 60 percent and shall be
calculated using the following formula:
Bonus = (1.00G) (60%)
where:
- G = Individual performance (vs. 1997 goals)
determined by the CEO, by comparing the individual
Sr. Vice President's performance against his major
1997 goals.
_ Other limitations/constraints regarding calculation of
the bonus are as follows:
- Individual Goals Component of Bonus = 0 if G is
less than .75
- Maximum bonus component for individual performance
= 130%.
5. Payment of Sr. Vice President Bonus
<PAGE>
Payment of the Sr. Vice President Bonus Plan will be based
on audited year-end results, and will be distributed within
30 days after the audit has been completed.
6. Discretion of the Board of Directors
Nothing in this Plan shall prohibit the Board of Directors
from awarding a bonus to one or more Sr. Vice Presidents in
addition to the Sr. Vice President Bonus awarded pursuant to
this Plan.
The Board of Directors reserves the right to modify, change
or rescind this policy at any time at its sole discretion as
is required to meet the Company's objectives.
Any annual bonus greater than $100,000 will require approval
of the Corporate Compensation Committee.
<PAGE>
IN FOCUS SYSTEMS, INC.
CALCULATIONS OF NET INCOME PER SHARE
Three Months Ended March 31,
---------------------------------------------------
1997 1996
----------------------- -----------------------
Primary Fully Diluted Primary Fully Diluted
----------------------- -----------------------
Weighted Average Shares
Outstanding for the Period 10,743,476 10,743,476 10,953,644 10,953,644
Dilutive Common Stock
Options Using the Treasury
Stock Method 313,215 312,998 556,970 557,750
----------------------- -----------------------
Total Shares Used for Per
Share Calculations 11,056,691 11,056,474 11,510,614 11,511,394
----------------------- -----------------------
----------------------- -----------------------
Net Income $ 4,400,000 $ 4,400,000 $ 6,991,000 $ 6,991,000
----------------------- -----------------------
----------------------- -----------------------
Net Income Per Share $ 0.40 $ 0.40 $ 0.61 $ 0.61
----------------------- -----------------------
----------------------- -----------------------
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<CASH> 39,679
<SECURITIES> 4,500
<RECEIVABLES> 55,862
<ALLOWANCES> 3,591
<INVENTORY> 28,724
<CURRENT-ASSETS> 134,725
<PP&E> 14,553
<DEPRECIATION> 15,769
<TOTAL-ASSETS> 150,473
<CURRENT-LIABILITIES> 35,553
<BONDS> 792
0
0
<COMMON> 48,854
<OTHER-SE> 64,801
<TOTAL-LIABILITY-AND-EQUITY> 150,473
<SALES> 64,764
<TOTAL-REVENUES> 64,764
<CGS> 45,997
<TOTAL-COSTS> 45,997
<OTHER-EXPENSES> 12,728
<LOSS-PROVISION> 7
<INTEREST-EXPENSE> 17
<INCOME-PRETAX> 6,573
<INCOME-TAX> 2,169
<INCOME-CONTINUING> 4,400
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 4,400
<EPS-PRIMARY> 0.40
<EPS-DILUTED> 0.40
</TABLE>
