IN FOCUS SYSTEMS INC
10-Q, 1997-10-31
COMPUTER PERIPHERAL EQUIPMENT, NEC
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549

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

                                    FORM 10-Q

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

         (Mark One)
     [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                               EXCHANGE ACT OF 1934
                For the quarterly period ended September 30, 1997
                                       OR
     [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934
                      For the transition period from   to
                                                    ---  ---
                        Commission file number 000-18908
                          ----------------------------

                             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

                          ----------------------------
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                         10,935,475
               (Class)                         (Outstanding at October 27, 1997)

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

<PAGE>

                             IN FOCUS SYSTEMS, INC.
                                    FORM 10-Q
                                      INDEX



PART I -  FINANCIAL INFORMATION                                            PAGE

Item 1.   Financial Statements

          Consolidated Balance Sheets -September 30, 1997 and
          December 31, 1996                                                 2

          Consolidated Statements of Operations - Three Month and
          Nine Month Periods Ended September 30, 1997 and 1996              3

          Consolidated Statements of Cash Flows - Nine Months
          Ended September 30, 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 6.   Exhibits and Reports on Form 8-K                                  10

Signatures                                                                  11

                                       1

<PAGE>

                         PART I - FINANCIAL INFORMATION

Item 1.   Financial Statements

                             IN FOCUS SYSTEMS, INC.
                           CONSOLIDATED BALANCE SHEETS
                      (In thousands, except share amounts)

                                               September 30,   December 31,
                                                    1997            1996
                                               -------------   ------------
ASSETS (Unaudited)
Current Assets:
   Cash and cash equivalents                      $   49,008    $   33,935
   Marketable securities - held to maturity            3,900         4,263
   Accounts receivable, net of allowances of
      $3,067 and $3,942                               66,354        55,289
   Inventories, net                                   21,805        22,715
   Income taxes receivable                               -           1,305
   Deferred income taxes                               3,679         3,135
   Other current assets                                2,555         1,546
                                               -------------   ------------
       Total Current Assets                          147,301       122,188

Long-term marketable securities- held to
      maturity                                         1,370            -
Property and equipment, net of accumulated
      depreciation of $19,254 and $13,692             14,785        14,553
Other assets, net                                      1,125         1,509
                                               -------------   ------------
       Total Assets                               $  164,581    $  138,250
                                               -------------   ------------
                                               -------------   ------------


LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
   Income taxes payable                           $    1,100    $      -
   Accounts payable                                   32,753        22,210
   Payroll and related benefits payable                2,096         2,282
   Marketing cooperative payable                       1,002         1,604
   Other current liabilities                           3,522         2,983
                                               -------------   ------------
       Total Current Liabilities                      40,473        29,079

Note payable                                             -             738
Deferred income taxes                                    381           473
Shareholders' Equity:
    Common stock, 30,000,000 shares
     authorized; shares issued and
     outstanding: 10,838,701 and 10,693,486           49,768        47,912
   Additional paid-in capital                         10,556        10,080
   Retained earnings                                  63,403        49,968
                                               -------------   ------------
      Total Shareholders' Equity                     123,727       107,960
                                               -------------   ------------
      Total Liabilities and Shareholders'
        Equity                                    $  164,581    $  138,250
                                               -------------   ------------
                                               -------------   ------------

The accompanying notes are an integral part of these consolidated balance
sheets.

                                        2

<PAGE>

                             IN FOCUS SYSTEMS, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
               (In thousands, except share and per share amounts)
                                  (Unaudited)


<TABLE>
<CAPTION>


                                                          Three months ended September 30,   Nine months ended September 30,
                                                          --------------------------------   -------------------------------
                                                                 1997             1996              1997             1996
                                                          --------------    --------------   --------------    --------------
<S>                                                       <C>               <C>              <C>               <C>
Revenue                                                   $     79,559      $     59,080     $    218,917      $    185,347
Cost of sales                                                   59,356            43,118          160,344           132,649

                                                          --------------    --------------   --------------    --------------
Gross profit                                                    20,203            15,962           58,573            52,698

Operating expenses:
    Marketing and sales                                          7,934             7,190           22,110            22,167
    Engineering                                                  4,734             4,225           13,187            14,315
    General and administrative                                   1,980             1,349            5,629             5,564
                                                          --------------    --------------   --------------    --------------
                                                                14,648            12,764           40,926            42,046

                                                          --------------    --------------   --------------    --------------
Income from operations                                           5,555             3,198           17,647            10,652

Other income (expense):
    Interest expense                                               (39)               (8)             (70)              (11)
    Interest income                                                520               330            1,504             1,273
    Other, net                                                     (45)                6              (43)              475
                                                          --------------    --------------   --------------    --------------
                                                                   436               328            1,391             1,737

                                                          --------------    --------------   --------------    --------------
Income before provision for income taxes                         5,991             3,526           19,038            12,389
Provision for income taxes                                       1,805             1,148            5,603             4,168
                                                          --------------    --------------   --------------    --------------
Net income                                                $      4,186      $      2,378     $     13,435      $      8,221
                                                          --------------    --------------   --------------    --------------
                                                          --------------    --------------   --------------    --------------

Net income per share                                      $       0.38      $       0.22     $       1.21      $       0.72
                                                          --------------    --------------   --------------    --------------
                                                          --------------    --------------   --------------    --------------

Shares used in per share calculations                       11,117,147        10,816,854       11,076,228        11,378,168
                                                          --------------    --------------   --------------    --------------
                                                          --------------    --------------   --------------    --------------


</TABLE>

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

                                        3

<PAGE>

                             IN FOCUS SYSTEMS, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In thousands)


                                                 Nine months ended September 30,
                                                 -------------------------------
                                                     1997              1996
                                                 ------------      -----------
Cash  flows from operating activities:
  Net income                                     $    13,435       $    8,221
  Adjustments to reconcile net income to net
    cash flows provided by (used in)
    operating activities:
      Depreciation and amortization                    5,658            3,651
      Other non-cash expenses and credits                258             (349)
      Deferred income taxes                             (636)          (1,542)
      (Increase) decrease in:
        Accounts receivable, net                     (11,065)          (2,584)
        Inventories, net                                 910          (16,380)
        Income taxes receivable                        1,305           (2,993)
        Other current assets                          (1,009)             157
      Increase (decrease) in:
        Income taxes payable                           1,100           (2,128)
        Accounts payable                              10,543             (696)
        Payroll and related benefits payable            (186)            (483)
        Marketing cooperative payable                   (602)            (101)
        Other current liabilities                        539             (163)
                                                 ------------      -----------
          Net cash provided by (used in)
            operating activities                      20,250          (15,390)

Cash flows from investing activities:
  Restricted cash                                          -            1,000
  Purchase of marketable securities-held
    to maturity                                       (5,268)         (10,742)
  Sale of marketable securities-held to maturity       4,261           11,422
  Payments for purchase of property and
    equipment                                         (5,795)          (6,496)
  Investment in joint venture                            (45)             349
  Other assets, net                                      289             (381)
                                                 ------------      -----------
          Net cash used in investing activities       (6,558)          (4,848)

Cash flows from financing activities:
  Payments on long-term debt                            (951)             -
  Proceeds from sale of common stock                   1,856            3,240
  Income tax benefit of non-qualified stock
    option exercises and disqualifying
    dispositions                                         476            2,263
  Stock repurchase                                         -           (8,785)
                                                 ------------      -----------
          Net cash provided by (used in)
            financing activities                       1,381           (3,282)

Increase (decrease) in cash and cash
  equivalents                                         15,073          (23,520)

Cash and cash equivalents:
  Beginning of period                                 33,935           30,165
                                                 ------------      -----------
  End of period                                  $    49,008       $    6,645
                                                 ------------      -----------
                                                 ------------      -----------


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

                                        4

<PAGE>

                             IN FOCUS SYSTEMS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 (IN THOUSANDS)
                                   (UNAUDITED)


NOTE 1:   BASIS OF PRESENTATION

The financial information included herein for the three-month and nine-month
periods ended September 30, 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 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 on Form 10-K.

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.

                                  September 30, 1997    December 31, 1996
                                  ------------------    -----------------
Raw materials and components          $   7,413             $   6,259
Work-in-process                           1,043                 1,148
Finished goods                           13,349                15,308
                                      ---------             ---------
                                      $  21,805             $  22,715
                                      ---------             ---------
                                      ---------             ---------

NOTE 3:   SUPPLEMENTAL CASH FLOW INFORMATION

Supplemental disclosure of cash flow information is as follows:
                                                Nine months ended September 30,
                                                -------------------------------
                                                     1997               1996
                                                ------------       ------------
 Cash paid during the period for income taxes   $     3,584        $     8,571
 Cash paid during the period for interest       $        70        $         9
 Property acquired through debt                 $         -        $       352

                                        5

<PAGE>

NOTE 4:   EARNINGS PER SHARE

In March 1997, the Financial Accounting Standards Board issued Statement 128,
EARNINGS PER SHARE ("SFAS 128"), superseding Opinion 15. This statement
establishes a different method of computing net income per share than is
currently required under the provisions of Accounting Principles Board Opinion
No. 15.  Under SFAS 128, the Company will be required to present both basic net
income per share and diluted net income per share.  Basic net income per share
is expected to be comparable or slightly higher than the currently presented net
income per share, as the effect of dilutive stock options will not be considered
in computing basic net income per share.  Diluted net income per share is
expected to be comparable or slightly higher than the currently presented net
income per share since the diluted calculation will also use the average market
price instead of the higher of the average or ending market price for its
calculations.  SFAS 128 is required to be adopted for periods ending after
December 15, 1997.  Pro forma effects of applying SFAS 128 are as follows:
<TABLE>
<CAPTION>

                                   Three Months Ended September 30,   Nine Months Ended Septebmer 30,
                                   --------------------------------   -------------------------------
                                       1997                1996           1997              1996
                                   ------------        ------------   ------------     ------------
<S>                                <C>                 <C>            <C>              <C>
Primary EPS as reported              $  0.38             $  0.22        $  1.21           $  0.72
Effect of SFAS 128                      0.01                0.00           0.04              0.03
                                   ------------        ------------   ------------     ------------
Basic EPS as restated                $  0.39             $  0.22        $  1.25           $  0.75
                                   ------------        ------------   ------------     ------------
                                   ------------        ------------   ------------     ------------

Fully diluted EPS as reported        $  0.38             $  0.22        $  1.21           $  0.72
Effect of SFAS 128                      0.00                0.00           0.00              0.00
                                   ------------        ------------   ------------     ------------
Diluted EPS as restated              $  0.38             $  0.22        $  1.21           $  0.72
                                   ------------        ------------   ------------     ------------
                                   ------------        ------------   ------------     ------------


</TABLE>

NOTE 5:   RECLASSIFICATIONS

Certain amounts in the prior year financial statements have been reclassified to
conform to the current year presentation.


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.  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

                                        6

<PAGE>

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 increased to $79.6 million in the third quarter of 1997 from $59.1
million in the third quarter of 1996, and to $218.9 million for the nine months
ended September 30, 1997 from $185.3 million for the comparable period of 1996.
The increase in revenue is mainly a result of strong demand for the Company's
SVGA products, primarily its LitePro 720 and 220 and the release and shipment in
volume of a new XGA product, the LitePro 730, in the third quarter of 1997.
International sales represented 33 percent of total revenues in the first nine
months of 1997 compared to 39 percent in the first nine months of 1996.

The Company's customers generally order products for immediate delivery with
product shipment within 30 days after receipt of an order. Primarily as a result
of strong demand, the Company was unable to fill all of its orders for its
products, resulting in backlog at September 30, 1997 of approximately $11.8
million.  Backlog at December 31, 1996 was approximately $19.8 million.  Backlog
at September 30, 1996 was approximately $20.3 million.  Given current supply and
demand estimates, it is anticipated that most of the current backlog will turn
over by the end 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.

The Company achieved gross margins of 26.8 percent in the first nine months of
1997, with 25.4 percent achieved in the third quarter of 1997, compared to 28.4
percent in the first nine months of 1996 and 27.0 percent in the third quarter
of 1996. The decrease from the first nine months of 1996 and from the first two
quarters of 1997 are primarily a result of pricing competition on VGA resolution
projectors and first generation Digital Light Processing (DLP) projectors.  An
excess supply of VGA projectors caused by a rapid market shift to higher
resolution projectors resulted in aggressive pricing for lower resolution
projectors as manufacturers sold off remaining inventories of VGA based
products.  During the second and third quarters of 1997, the Company
transitioned out of its LitePro 210 projector and is in the process to end of
life its remaining VGA projector, the LitePro 580 and its first generation DLP
projector, the LitePro 620.  The downward pressure on gross margins was
partially offset by the release of the LitePro 730 at the end of the third
quarter of 1997.

Sales and marketing expense was $7.9 million and $22.1 million, respectively (10
percent and 10 percent of revenue, respectively) for the three month and nine
month periods ended September 30, 1997 compared to $7.2 million and $22.2
million, respectively (12 percent and 12 percent of revenue, respectively) for
the comparable periods of 1996.  The Company continues to focus its marketing
efforts on areas that most directly contribute to revenue growth and customer
satisfaction.  During the third quarter, the Company invested in improving its
international sales infrastructure.  The Company has also been managing its
spending in line with growth in revenue and new product introductions.
Accordingly, the Company expects spending in sales and marketing to increase in
the fourth quarter in anticipation of new products being released *.

                                        7

<PAGE>

Engineering expense was $4.7 million and $13.2 million, respectively (6 percent
and 6 percent of revenue, respectively) for the three month and nine month
periods ended September 30, 1997 compared to $4.2 million and $14.3 million,
respectively (7 percent and 8 percent of revenue, respectively) for the
comparable periods of 1996. The decrease in the year to date amount is primarily
a result of timing for new product releases under development.  The Company
expects engineering expense to increase slightly in the fourth quarter in
anticipation of new products being released*.

General and administrative expense was $2.0 million and $5.6 million,
respectively (2 percent and 3 percent of revenue, respectively) for the three
month and nine month periods ended September 30, 1997 compared to $1.3 million
and $5.6 million, respectively (2 percent and 3 percent of revenue,
respectively) for the comparable periods of 1996. The increase in the third
quarter 1997 amount is primarily attributed to the reversal of approximately
$0.4 million in accrued severance and incentive accruals in the third quarter of
1996.  Without the reversal of accrued severance and incentive accruals, the
nine months ended September 30, 1997 amount would have decreased from the prior
year comparable period primarily as a result of 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 increased to $5.6 million and $17.6 million, respectively
(7 percent and 8 percent of revenue, respectively) for the three month and nine
month periods ended September 30, 1997 from $3.2 million and $10.7 million,
respectively (5 percent and 6 percent of revenue, respectively) for the
comparable periods of 1996, primarily as a result of increased sales and lower
operating expenses, partially offset by decreased gross margins as indicated
above.

The Company's effective tax rate in the third quarter of 1997 was 30.1 percent
and for the nine months ended September 30, 1997 was 29.4 percent, compared to
30.5 percent for the year ended December 31, 1996. The decrease through
September 30, 1997 is primarily a result of a lower effective state tax rate,
improved foreign sales corporation benefit, the reinstatement of the research
and development tax credit, on both a federal and state level, and an adjustment
for prior year taxes based on current estimates of such liability.

LIQUIDITY AND CAPITAL RESOURCES
At September 30, 1997 working capital was $106.8 million, including $49.0
million of cash and cash equivalents and $3.9 million of marketable securities.
In the first nine months of 1997, working capital increased by $13.7 million and
the current ratio decreased to 3.6:1 from 4.2:1 at December 31, 1996.

Cash and cash equivalents increased $15.1 million from December 31, 1996
primarily due to $20.3 million provided by operations,  $1.9 million provided by
the sale of common stock through the exercise of employee stock options and $0.5
million provided by the income tax benefit of nonqualified stock option
exercises and disqualifying dispositions, offset by $5.8 million used for
purchases of property and equipment, the net purchase of $1.0 million of
marketable securities and the repayment of $1.0 million in long-term debt.

                                        8

<PAGE>

Accounts receivable increased $11.1 million to $66.4 million at September 30,
1997 compared to $55.3 million at December 31, 1996.  The increase is primarily
related to strong sales at the end of the quarter, offset in part by ongoing
cash collection efforts with channel partners.  As a result, the Company's day's
sales outstanding increased to 76 days at September 30, 1997 compared to 68 days
at December 31, 1996.

Inventories decreased $0.9 million to $21.8 million at September 30, 1997 from
$22.7 million at December 31, 1996.  The slight decrease is primarily related to
the sell off of older inventory, offset in part by the release of the LitePro
730 and inventories related to products expected to be released in the fourth
quarter of 1997*.  Annualized inventory turns were approximately 11 times for
the quarter ended September 30, 1997 compared to approximately 8 times for the
fourth quarter of 1996 on an annualized basis.

Income taxes payable were $1.1 million at September 30, 1997 compared to a
receivable of $1.3 million at December 31, 1996 due to the timing of estimated
federal and state tax payments.

The $5.8 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 $10 million,
primarily for new product tooling, manufacturing plant floor layout redesign and
information systems infrastructure*.

In July 1997, the Company paid off its note payable, which had a balance of
$844,000 at June 30, 1997.

NEW ACCOUNTING PRONOUNCEMENTS
In February 1997, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standard No. 128, "Earnings per Share" ("SFAS
128").  This statement establishes a different method of computing net income
per share than is currently required under the provisions of Accounting
Principles Board Opinion No. 15.  Under SFAS 128, the Company will be required
to present both basic net income per share and diluted net income per share.
Basic net income per share is expected to be comparable or slightly higher than
the currently presented net income per share as the effect of dilutive stock
options will not be considered in computing basic net income per share.  Diluted
net income per share is expected to be comparable or slightly higher than the
currently presented net income per share since the diluted calculation will also
use the average market price instead of the higher of the average or ending
market price for its calculations.  The Company expects to adopt SFAS 128 in the
fourth quarter of 1997 and, at that time, all historical net income per share
data presented will be restated to conform to the provisions of SFAS 128.

In June 1997, the FASB issued Statement of Financial Accounting Standard No.
130, "Reporting Comprehensive Income" ("SFAS 130").  This statement establishes
standards for reporting and displaying comprehensive income and its components
in a full set of general purpose financial statements.  The objective of SFAS
130 is to report a measure of all changes in equity of an enterprise that result
from transactions and other economic events of the period other than
transactions with owners.  The Company expects to adopt SFAS 130 in the first
quarter of 1998 and does not expect comprehensive income to be materially
different from currently reported net income.

                                        9

<PAGE>

                          PART II - OTHER INFORMATION


ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

(a) The exhibits filed as part of this report are listed below:
     EXHIBIT NO. AND DESCRIPTION
     10   Shareholder Rights Plan(1)
     11   Calculations of Net Income Per Share
     27   Financial Data Schedule

(1)  Previously filed as exhibit 4 to Form 8-K dated July 16, 1997 and filed
     with the Securities and Exchange Commission on July 25, 1997.

(b) Reports on Form 8-K:
     1. Form 8-K under Item 5., Other Events, dated July 16, 1997.

                                       10

<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:   October 31, 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)

                                       11



<PAGE>

                                                                      EXHIBIT 11
                             IN FOCUS SYSTEMS, INC.
                      CALCULATIONS OF NET INCOME PER SHARE

<TABLE>
<CAPTION>

                     Three Months Ended September 30,                        Nine Months Ended September 30,
                     ------------------------------------------------------  -------------------------------------------------------
                     1997                        1996                        1997                        1996
                     --------------------------  --------------------------  -------------------------  ----------------------------
                     Primary      Fully Diluted  Primary      Fully Diluted  Primary      Fully Diluted  Primary       Fully Diluted
                     --------------------------  --------------------------  --------------------------  ---------------------------
<S>                  <C>          <C>            <C>          <C>            <C>          <C>            <C>           <C>
Weighted Average
Shares Outstanding
for the Period        10,826,798     10,826,798    10,728,595    10,728,595   10,788,862     10,788,862    10,922,934     10,922,934

Dilutive Common
Stock Options Using
the Treasury Stock
Method                   290,349        290,604       88,259         88,281      287,366        288,135       455,234        463,325
                     --------------------------  --------------------------  --------------------------   --------------------------
 Total Shares Used
   for Per Share
   Calculation        11,117,147     11,117,402   10,816,854     10,816,876   11,076,228     11,076,997    11,378,168     11,386,259
                     --------------------------  --------------------------  --------------------------   --------------------------
                     --------------------------  --------------------------  --------------------------   --------------------------

 Net Income          $ 4,186,000    $ 4,186,000  $ 2,378,000    $ 2,378,000  $13,435,000    $13,435,000   $ 8,221,000    $ 8,221,000
                     --------------------------  --------------------------  --------------------------   --------------------------
                     --------------------------  --------------------------  --------------------------   --------------------------

 Net Income Per 
   Share             $      0.38    $      0.38  $      0.22    $      0.22  $      1.21  $      1.21     $      0.72    $      0.72
                     --------------------------  --------------------------   ------------------------   ---------------------------
                     --------------------------  --------------------------   ------------------------   ---------------------------

</TABLE>


<TABLE> <S> <C>

<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-START>                             JAN-01-1997
<PERIOD-END>                               SEP-30-1997
<CASH>                                          49,008
<SECURITIES>                                     3,900
<RECEIVABLES>                                   69,421
<ALLOWANCES>                                     3,067
<INVENTORY>                                     21,805
<CURRENT-ASSETS>                               147,301
<PP&E>                                          34,039
<DEPRECIATION>                                  19,254
<TOTAL-ASSETS>                                 164,581
<CURRENT-LIABILITIES>                           40,473
<BONDS>                                              0
                                0
                                          0
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