IN FOCUS SYSTEMS INC
10-Q, 1999-08-02
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 June 30, 1999
 
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 or organization)
  (I.R.S. Employer
Identification No.)
 
 
 
 
 
 
27700B SW Parkway Avenue,   97070
Wilsonville, Oregon   (Zip Code)
(Address of principal executive offices)    

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   22,424,657
(Class)   (Outstanding at July 30, 1999)



IN FOCUS SYSTEMS, INC.
FORM 10-Q
INDEX

PART I - FINANCIAL INFORMATION   Page
 
Item 1.
 
 
 
Financial Statements
 
 
 
 
 
 
 
 
 
Consolidated Balance Sheets - June 30, 1999 and December 31, 1998
 
 
 
2
 
 
 
 
 
Consolidated Statements of Operations - Three and Six Month Periods Ended June 30, 1999 and 1998
 
 
 
3
 
 
 
 
 
Consolidated Statements of Cash Flows - Six Months Ended June 30, 1999 and 1998
 
 
 
4
 
 
 
 
 
Notes to Consolidated Financial Statements
 
 
 
5
 
Item 2.
 
 
 
Management's Discussion and Analysis of Financial Condition and Results of Operations
 
 
 
6
 
Item 3.
 
 
 
Quantitative and Qualitative Disclosures About Market Risk
 
 
 
11
 
 
PART II - OTHER INFORMATION
 
 
 
 
 
 
 
Item 4.
 
 
 
Submission of Matters to a Vote of Security Holders
 
 
 
12
 
Item 6.
 
 
 
Exhibits and Reports on Form 8-K
 
 
 
12
 
Signatures
 
 
 
 
 
 
 
13

1


PART I — FINANCIAL INFORMATION

Item 1. Financial Statements

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

    June 30, 1999

  December 31, 1998

Assets            
Current Assets:            
Cash and cash equivalents   $ 46,186   $ 26,786
Marketable securities - held to maturity     4,105     11,805
Accounts receivable, net of allowances of $8,110 and $7,094     71,984     78,698
Inventories, net     33,738     31,279
Income taxes receivable     1,330     1,125
Deferred income taxes     3,937     2,531
Other current assets     4,783     3,593
   
 
Total Current Assets     166,063     155,817
 
Marketable securities - held to maturity
 
 
 
 
 
2,085
 
 
 
 
 
Property and equipment, net of accumulated depreciation of $35,314 and $30,444     11,613     13,056
Deferred income taxes     1,833     1,352
Other assets, net     2,070     1,706
   
 
Total Assets   $ 183,664   $ 171,931
   
 
 
Liabilities and Shareholders' Equity
 
 
 
 
 
 
 
 
 
 
 
 
Current Liabilities:            
Accounts payable   $ 25,631   $ 27,657
Payroll and related benefits payable     4,153     2,179
Marketing incentives payable     4,511     2,983
Accrued warranty     3,711     2,161
Other current liabilities     1,769     1,350
   
 
Total Current Liabilities     39,775     36,330
 
Shareholders' Equity:
 
 
 
 
 
 
 
 
 
 
 
 
Common stock, 50,000,000 shares authorized; shares issued and outstanding: 22,325,835 and 22,218,729     54,298     53,895
Additional paid-in capital     12,442     12,359
Retained earnings     77,149     69,347
   
 
Total Shareholders' Equity     143,889     135,601
   
 
Total Liabilities and Shareholders' Equity   $ 183,664   $ 171,931
   
 

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

2

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

    Three months ended
June 30,

  Six months ended
June 30,

 
    1999

  1998

  1999

  1998

 
Revenue   $ 93,353   $ 72,346   $ 179,803   $ 142,820  
Cost of sales     66,946     57,397     132,504     113,765  
   
 
 
 
 
 
Gross profit
 
 
 
 
 
26,407
 
 
 
 
 
14,949
 
 
 
 
 
47,299
 
 
 
 
 
29,055
 
 
Operating expenses:                          
Marketing and sales     12,295     10,218     22,623     21,420  
Engineering     5,381     4,732     10,349     10,672  
General and administrative     2,248     1,644     4,229     3,804  
   
 
 
 
 
      19,924     16,594     37,201     35,896  
   
 
 
 
 
Income (loss) from operations     6,483     (1,645 )   10,098     (6,841 )
Other income (expense):                          
Interest expense         (79 )       (79 )
Interest income     543     271     972     582  
Other, net     (87 )   (281 )   (176 )   (240 )
   
 
 
 
 
      456     (89 )   796     263  
   
 
 
 
 
Income (loss) before income taxes     6,939     (1,734 )   10,894     (6,578 )
(Provision for) benefit from income taxes     (1,981 )   530     (3,092 )   1,978  
   
 
 
 
 
Net income (loss)   $ 4,958   $ (1,204 ) $ 7,802   $ (4,600 )
   
 
 
 
 
Basic net income (loss) per share   $ 0.22   $ (0.05 ) $ 0.35   $ (0.21 )
   
 
 
 
 
Diluted net income (loss) per share   $ 0.21   $ (0.05 ) $ 0.34   $ (0.21 )
   
 
 
 
 

The accompanying notes are an integral part of these statements.

3

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

    Six months ended June 30,

 
    1999

  1998

 
Cash flows from operating activities:              
Net income (loss)   $ 7,802   $ (4,600 )
Adjustments to reconcile net income (loss) to net cash flows provided by (used in) operating activities:              
Depreciation and amortization     5,136     4,986  
Deferred income taxes     (1,887 )    
Gain on sale of equipment     (8 )    
Other non-cash expenses     7     8  
Equity in (income) loss of joint venture     (532 )   (26 )
(Increase) decrease in:              
Accounts receivable, net     6,714     14,065  
Inventories, net     (2,459 )   (9,108 )
Income taxes receivable     (205 )   (3,061 )
Other current assets     (1,190 )   (2,032 )
Increase (decrease) in:              
Accounts payable     (2,026 )   (19,935 )
Payroll and related benefits payable     1,974     (875 )
Other current liabilities     3,497     (1,033 )
   
 
 
Net cash provided by (used in) operating activities     16,823     (21,611 )
Cash flows from investing activities:              
Purchase of marketable securities-held to maturity     (4,890 )   (7,806 )
Maturity of marketable securities-held to maturity     10,505     2,602  
Payments for purchase of property and equipment     (3,422 )   (3,908 )
Investment in joint venture     532     26  
Other assets, net     (612 )   (1,024 )
   
 
 
Net cash provided by (used in) investing activities     2,113     (10,110 )
Cash flows from financing activities:              
Proceeds from sale of common stock     403     2,002  
Income tax benefit of non-qualified stock option exercises and disqualifying dispositions     61     1,053  
   
 
 
Net cash provided by financing activities     464     3,055  
 
Increase (decrease) in cash and cash equivalents
 
 
 
 
 
19,400
 
 
 
 
 
(28,666
 
)
 
Cash and cash equivalents:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Beginning of period     26,786     37,950  
   
 
 
End of period   $ 46,186   $ 9,284  
   
 
 

The accompanying notes are an integral part of these statements.

4


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 and six month periods ended June 30, 1999 and 1998 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, 1998 is derived from In Focus Systems, Inc.'s 1998 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 In Focus' 1998 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.

 
  June 30, 1999
  December 31, 1998
Raw materials and components   $ 10,778   $ 6,637
Work-in-process     1,071     1,649
Finished goods     21,889     22,993
   
 
    $ 33,738   $ 31,279
   
 

Note 3. Supplemental Cash Flow Information

Supplemental disclosure of cash flow information is as follows:

 
  Six months ended June 30,
 
  1999
  1998
Cash paid during the period for income taxes   $ 4,460   $ 283
Cash paid during the period for interest         79

Note 4. Earnings Per Share

Following is a reconciliation of basic earnings per share ("EPS") and diluted EPS:

Three Months Ended June 30,
  1999
  1998
 
Basic EPS
  Income
  Shares
  Per Share Amount
  Loss
  Shares
  Per Share Amount
 
Net income (loss) available to Common Shareholders   $ 4,958   22,299   $ 0.22   $ (1,204 ) 22,195   $ (0.05 )
             
           
 
Diluted EPS                                  
Effect of dilutive stock options       994                    
   
       
       
Net Income (loss) available to Common Shareholders   $ 4,958   23,293   $ 0.21   $ (1,204 ) 22,195   $ (0.05 )
             
           
 

5

Three Months Ended June 30,
  1999
  1998
 
Basic EPS
  Income
  Shares
  Per Share Amount
  Loss
  Shares
  Per Share Amount
 
Net income (loss) available to Common Shareholders   $ 7,802   22,290   $ 0.35   $ (4,600 ) 22,138   $ (0.21 )
             
           
 
Diluted EPS                                  
Effect of dilutive stock options       879                    
   
       
       
Net income (loss) available to Common Shareholders   $ 7,802   23,169   $ 0.34   $ (4,600 ) 22,138   $ (0.21 )
             
           
 

Potentially dilutive securities for the three and six month periods ended June 30, 1999 that are not included in the diluted EPS calculations because they would be antidilutive include 804 and 927 shares, respectively, issuable pursuant to stock options. Potentially dilutive securities for the three and six month periods ended June 30, 1998 that are not included in the diluted EPS calculations because they would be antidilutive include 3,393 shares issuable pursuant to stock options.

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Forward Looking Statements

Statements in this Form 10-Q which In Focus Systems, Inc. ("In Focus" or 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. In Focus, from time to time, may make forward-looking statements relating to the following:

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:

in regard to gross margins, uncertainties associated with market acceptance of and demand for In Focus' products, impact of competitive products and their pricing and dependence on third party suppliers;

in regard to product availability and backlog, uncertainties associated with manufacturing capabilities and dependence on third party suppliers;

in regard 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

in regard to future capital expenditures, uncertainties associated with new product introductions.

6

Results of Operations

Revenue increased to $93.4 million in the second quarter of 1999 from $72.3 million in the second quarter of 1998, and increased to $179.8 million for the six months ended June 30, 1999 from $142.8 million for the comparable period of 1998. The increase in revenue is primarily attributable to record unit sales, with a 36 percent and 39 percent increase, respectively, in units sold in the quarter and year to date periods ended June 30, 1999, respectively, compared to the same periods of 1998. Demand was particularly strong for In Focus' line of ultraportable personal projectors, which were introduced during the first quarter of 1999. The ultraportable segment represented 74 percent of units sold in the second quarter of 1999. Due to strong demand and a limited supply of Digital Micromirror Devices ("DMDs"), pricing on the ultraportable products remained relatively stable during the second quarter of 1999 while pricing on the conference room and fixed installation projectors experienced typical industry pricing declines of 5 to 10 percent. In Focus expects the supply of DMDs to remain constrained during the third quarter of 1999*. The DMDs are provided by a single, domestic supplier for which In Focus has no ready second source. In Focus end-of-lifed the LP225, LP425 and the LP725 during the first quarter of 1999 and the LP1000 during the second quarter of 1999.

Three new seven pound personal projectors, all utilizing Texas Instruments' Digital Light Processing technology, began shipping in the first quarter of 1999:

1.
the LP400, with 700 lumens and a suggested list price of $3,429;

2.
the LP425Z, a full-featured 900 lumen SVGA projector with a suggested list price of $5,999; and

3.
the LP435Z, a full-featured 1,000 lumen XGA projector with a suggested list price of $6,999.

In the second quarter of 1999, In Focus began shipping the DP900 and DP1100 to Kodak. The DP900 and DP1100 are OEM versions of the LP425Z and LP435Z, respectively.

Two new conference room projectors began shipping in the first quarter of 1999:

1.
the LP750, an 800 lumen XGA projector that is the quietest projector in the industry; and

2.
the LP1200, a 1200 lumen XGA projector that is suitable for both conference room and fixed installation use because of its advanced feature set which includes dual source display.

In Focus also began shipping the LS700, its first entry into the home theatre market with exceptional video quality at a competitive price, and the LP740B, a 1,500 lumen SXGA projector that addresses the needs of those requiring very high resolution and brightness for medical and engineering applications, in the first quarter of 1999.

During the first two quarters of 1999, International sales represented 39 percent of total revenue, including 9 percent from Asia Pacific countries, compared to 45 percent international revenue, including 10 percent from Asia Pacific countries, in the first two quarters of 1998.

Because there are multiple competitive products for In Focus' resellers to choose from, In Focus does not typically operate with a large backlog. Instead, In Focus' customers generally order products for immediate delivery and the Company must respond to

7

competitive prices and ship the product quickly or risk losing the order. However, as a result of strong demand for In Focus' LP400, LP330, LP425Z and LP435Z and supply constraints for certain components, at June 30, 1999, the Company had backlog of approximately $74.8 million, compared to approximately $15.9 million at June 30, 1998 and $15.2 million at December 31, 1998. Given current supply and demand estimates, it is anticipated that a majority of the current backlog will turn over by the end of the third quarter of 1999.* However, should In Focus not receive components as forecasted, some of the backlog orders at June 30, 1999 may be canceled and therefore not result in revenue for In Focus. There is minimal seasonal influence relating to In Focus' order backlog. The stated backlog is not necessarily indicative of sales for any future period nor is a backlog any assurance that In Focus will realize a profit from filling the orders.

In Focus achieved gross margins of 26.3 percent in the first six months of 1999, with 28.3 percent achieved in the second quarter of 1999, compared to 20.3 percent in the first six months of 1998 and 20.7 percent in the second quarter of 1998. This was the fifth consecutive quarter of margin improvement for In Focus. The increases in the gross margin percentage are primarily a result of the volume shipment of new products that have higher gross margins than mature products and cost savings associated with the in-house manufacturing of the image engines for the personal projectors. In addition, prices for ultraportable products were relatively stable during the second quarter of 1999 due to strong demand and constrained supply for certain components. Price decreases in the first half of 1998 were significantly higher and occurred more rapidly than anticipated.

Marketing and sales expense increased to $12.3 million and $22.6 million, respectively (13.2 percent and 12.6 percent of revenue, respectively) for the three and six month periods ended June 30, 1999 compared to $10.2 million and $21.4 million, respectively (14.1 percent and 15.0 percent of revenue, respectively) for the comparable periods of 1998. The increase is primarily a result of increased spending to drive demand for new products, for tradeshows, a worldwide sales meeting and increased channel program expenses related to increased revenue.

Engineering expense was $5.4 million and $10.3 million, respectively (5.8 percent and 5.8 percent of revenue, respectively) for the three and six month periods ended June 30, 1999 compared to $4.7 million and $10.7 million, respectively (6.5 percent and 7.5 percent of revenue, respectively) for the comparable periods of 1998. The decrease in the year to date amount is primarily a result of decreased average headcount relative to the first half of 1998, partially offset by modest increases in In Focus' investment in advanced development projects.

General and administrative expense increased to $2.2 million and $4.2 million, respectively (2.4 percent and 2.4 percent of revenue, respectively) for the three and six month periods ended June 30, 1999 compared to $1.6 million and $3.8 million, respectively (2.3 percent and 2.7 percent of revenue, respectively) for the comparable periods of 1998. The increase is primarily a result of increased headcount, bonus accruals and bad debt reserve accruals.

Income from operations was $6.5 million and $10.1 million, respectively (6.9 percent and 5.6 percent of revenue, respectively) for the three month and six month periods ended June 30, 1999 compared to loss from operations of $1.6 million and $6.8 million, for the comparable

8

periods of 1998, primarily as a result of increased revenue and gross margins as discussed above.

Income taxes through June 30, 1999 are based on an estimated rate of 28.4 percent, which decreased from 30.1 percent in the first six months of 1998. The decrease from the first six months of 1998 is primarily a result of larger benefits related to the Company's foreign sales corporation and research and development activities in relation to the amount of income or loss. In Focus expects an effective tax rate of approximately 30 to 32 percent for the remainder of 1999.

Liquidity and Capital Resources

At June 30, 1999 working capital was $126.3 million, including $46.2 million of cash and cash equivalents and $4.1 million of marketable securities. In the first half of 1999, working capital increased by $6.8 million and the current ratio remained relatively stable at 4.2:1 at June 30, 1999 compared to 4.3:1 at December 31, 1998.

Cash and cash equivalents increased $19.4 million primarily due to cash provided by operations of $17.9 million and the net maturity of $5.6 million of marketable securities, offset by $3.4 million used for the purchase of property and equipment.

Accounts receivable decreased $6.7 million to $72.0 million at June 30, 1999 compared to $78.7 million at December 31, 1998, primarily due to more linear product shipments in the second quarter of 1999 compared to the fourth quarter of 1998. As a result, day's sales outstanding decreased to 69 days at June 30, 1999 compared to 86 days at March 31, 1999 and 80 days at December 31, 1998. At June 30, 1999, 74.5 percent of In Focus' accounts receivable were current, 18.1 percent were 30 days or less past due and 7.4 percent were beyond 30 days past due. In Focus believes it is adequately reserved for potential bad debts*.

Inventories increased $2.4 million to $33.7 million at June 30, 1999 compared to $31.3 million at December 31, 1998, primarily due to an increase in raw materials, offset by decreases in work-in-process and finished goods. Annualized inventory turns were approximately 7.6 times for the quarter ended June 30, 1999 compared to approximately 8.5 times for the fourth quarter of 1998 on an annualized basis.

The $3.4 million of purchases of property, plant and equipment in the first six months of 1999 were primarily for new product tooling, engineering design and test equipment and information systems infrastructure. Total expenditures for property and equipment in 1999 are expected to total approximately $8.2 million, primarily for new product tooling, engineering equipment and information systems infrastructure*.

Year 2000
Products

In Focus has determined that all past and current products ("Products"), including LitePro and LP projectors, PanelBook, PowerView, SmartView and PC Viewer projection panels, and LiteShow II and LiteShow Pro presentation players, are Year 2000-compliant. However, with respect to the LiteShow Pro presentation player, In Focus does not make any representation as to Microsoft Windows software installed thereon. In the fourth quarter of

9

1998, In Focus made additional modifications to its systems based upon new recommendations provided by its technology vendors.

Information Systems

In Focus utilizes a packaged application strategy for all critical information systems functions. By the third quarter of 1998 all enterprise information system components were current with all Year 2000 updates and changes required by the manufacturers. This includes enterprise software, operating systems, networking components, application and data servers, PC hardware, and core office automation software.

Various component tests have been conducted to verify full Year 2000 operational compliance. This process uncovered additional year 2000 issues that have been resolved jointly with In Focus' technology vendors. Additionally, In Focus' vendors are revising their updates and recommendations as other companies report issues to them. In Focus expects this process to be ongoing as more companies conduct their testing and provide feedback to the technology vendors.

In addition to the information system component testing, In Focus has conducted a system wide test, to include all components from the desktop to the data center, to ensure that all of the compliant components can function properly as a whole. This full integration test was completed in March 1999. The focus of these tests was to ensure that In Focus' business processes run end-to-end with no Year 2000 errors or issues. Errors were found and corrected during this testing process. At the conclusion of testing in March 1999, there were no outstanding year 2000 issues in the software. In Focus will continue to perform testing and communicate regularly with its technology vendors to keep abreast of any year 2000 developments.

In Focus' packaged application strategy has allowed it to keep its technology on maintenance contracts with its suppliers. Year 2000 upgrades to these technologies are covered under the maintenance contracts and represent no additional spending. Application upgrade and technology retirement intervals are not accelerated as a result of the year 2000 issue. The packaged application strategy, maintenance contracts, upgrade and technology retirement intervals have been in place for the past four years. At this time, In Focus foresees no material incremental spending for the year 2000 issue*.

Like all U.S. businesses, In Focus will be at risk from external infrastructure failures that could arise from year 2000 failures. It is not clear that electrical power, telephone and computer networks, for example, will be fully functional across the nation in the year 2000. Investigation and assessment of infrastructures, like the nation's power grid, is beyond the scope and resources of In Focus. Investors should use their own awareness of the issues in the nation's infrastructure to make ongoing infrastructure risk assessments and their potential impact to a company's performance.

Supplier Base

In Focus has begun a year 2000 supplier audit program. It has contacted all of its critical suppliers to inform them of its year 2000 expectations, and a request has been made for each vendor's compliance program. Based on the results of this audit program, In Focus will discontinue utilizing certain vendors prior to year-end. Certain critical suppliers have not yet

10

demonstrated that they will be year 2000 compliant prior to year-end. In Focus is considering second sourcing or stockpiling certain components prior to year-end to help ensure adequate supply from suppliers who have not confirmed year 2000 compliance.

It should be noted that there have been predictions of failures of key components in the transportation infrastructure due to the year 2000 problem. It is possible that there could be delays in rail, over-the-road and air shipments due to failure in transportation control systems. Investigation and validation of the world's transportation infrastructure is beyond the scope and the resources of In Focus. Investors should use their own awareness of the issues in the transportation infrastructure to make ongoing infrastructure risk assessments and their potential impact to a company's performance.

Resellers

In Focus has surveyed its resellers regarding year 2000 compliance. Several critical resellers have not demonstrated that they will be year 2000 compliant by September 30, 1999. In Focus intends to discontinue certain rebates and spiffs and only ship COD in the fourth quarter for noncompliant resellers.

Contingency Plan

In Focus is developing a contingency plan in regard to its internal systems, supplier issues, reseller issues and other more global infrastructure issues. Such plans include the following:

Stopping operations on December 29, 1999 in order to be able to close the books prior to midnight on December 31, 1999;

Developing manual workarounds for all critical automated processes;

Downloading and printing of critical data and reports by December 30, 1999;

Creating specific plans of action for dealing with critical non-compliant suppliers and resellers; and

Executing critical operations, like payroll, prior to December 31, 1999.

In Focus intends to conduct a test of its contingency plans prior to year-end.

New Accounting Pronouncement

In June 1999, the FASB issued Statement of Financial Accounting Standards No. 137, "Accounting for Derivative Instruments and Hedging Activities" ("SFAS 137"). SFAS 137 is an amendment to Statement of Financial Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging Activities". SFAS 137 establishes accounting and reporting standards for all derivative instruments. SFAS 137 is effective for fiscal years beginning after June 15, 2000. In Focus does not currently have any derivative instruments and, accordingly, does not expect the adoption of SFAS 137 to have an impact on its financial position or results of operations.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

None.

11


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 21, 1999, 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   20,433,887   98,224
Michael R. Hallman   20,428,867   103,244
John V. Harker   20,397,375   134,736
Nobuo Mii   20,415,859   116,252

2.
The shareholders approved the appointment of Arthur Andersen LLP as the independent accountants of the Company for the year ending December 31, 1999 (20,479,789 shares were voted affirmatively, 25,042 shares were voted negatively and 27,280 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 and this list is intended to constitute the exhibit index.

Exhibit Number and Description
27 Financial Data Schedule

(b) Reports on Form 8-K
There were no reports on Form 8-K filed during the quarter ended June 30, 1999.

12

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: July 30, 1999
 
 
 
IN FOCUS SYSTEMS, INC.
 
 
 
 
 
 
 
 
 
 
 
By:
 
 
 
/s/ JOHN V. HARKER
       
    John V. Harker
    Chairman of the Board, President, Chief Executive Officer and Secretary
    (Duly authorized Principal Executive Officer and Principal Financial and Accounting Officer)

13



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