SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(X) Quarterly report pursuant to section 13 or 15(d) of the Securities
Exchange act of 1934 for the quarterly period ended June 30, 1996 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: 0-26844
RADISYS CORPORATION
(Exact name of registrant as specified in its charter)
Oregon 93-0945232
(State or other jurisdiction (I.R.S. Employer
of organization or incorporation) Identification Number)
15025 S.W. Koll Parkway
Beaverton, Oregon 97006
(Address of principal executive offices, including zip code)
(503) 646-1800
(Registrant's telephone number, including area code)
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 report), and (2) has been subject to
such filing requirements for the past 90 days.
Yes X No
--- ---
Number of shares of common stock outstanding as of August 9, 1996: 7,393,303
<PAGE>
RADISYS CORPORATION
PART I. FINANCIAL INFORMATION
Page No.
--------
Item 1. Consolidated Financial Statements
Consolidated Balance Sheet - June 30, 1996 and December 31, 1995 3
Consolidated Statement of Operations - Three months ended 4
June 30, 1996 and 1995, and six months ended June 30, 1996
and 1995
Consolidated Statement of Changes In Shareholders' 5
Equity - December 31, 1993 through June 30, 1996
Consolidated Statement of Cash Flows - Six months ended 7
June 30, 1996 and 1995
Notes to Consolidated Financial Statements 8
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 11
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders 15
Item 6. Exhibits and Reports on Form 8-K 15
Signatures 16
2
<PAGE>
<TABLE>
<CAPTION>
RadiSys Corporation
Consolidated Balance Sheet
(in thousands, except share amounts)
ASSETS
June 30, December 31,
1996 1995
------------ -----------
(unaudited)
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 18,735 $ 10,236
Short term investments 1,050 10,922
Accounts receivable 16,050 6,869
Other receivables 5,444 139
Inventories 9,497 6,380
Other current assets 538 374
Deferred income taxes 297 297
------------ -----------
Total current assets 51,611 35,217
Property and equipment, net of accumulated depreciation of
$4,598 and $3,832 8,410 3,179
Other assets 627 716
------------ -----------
$ 60,648 $ 39,112
============ ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 3,553 $ 1,790
Income taxes payable 836 147
Accrued wages and bonuses 1,505 783
Accrued warranty costs 654 334
Other accrued liabilities 2,865 141
Current portion of note payable 600
Current portion of capital lease obligation 214 214
------------ -----------
Total current liabilities 10,227 3,409
------------ -----------
Obligations under capital lease 798 884
Note payable 600
------------ -----------
Total long-term liabilities 1,398 884
------------ -----------
Total liabilities 11,625 4,293
------------ -----------
Commitments and contingent liabilities
Shareholders' equity:
Common stock, 15,000,000 shares
authorized, 7,338,208 and 6,014,709 shares
issued and outstanding 44,147 33,627
Warrants 1,200
Cumulative translation adjustment (170) (108)
Retained earnings 3,846 1,300
------------ ------------
Total shareholders' equity 49,023 34,819
------------ ------------
$ 60,648 $ 39,112
============ ============
See accompanying notes to consolidated financial statements.
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
RadiSys Corporation
Consolidated Statement of Operations
(in thousands, except per share amounts)
(unaudited)
Three Months Ended Six Months Ended
June 30, June 30, June 30, June 30,
1996 1995 1996 1995
------------- ----------- -------------- ------------
<S> <C> <C> <C> <C>
Revenues $ 20,034 $ 8,169 $ 31,099 $ 14,842
Cost of sales 11,968 5,317 19,366 9,536
------------- ----------- -------------- ------------
Gross Profit 8,066 2,852 11,733 5,306
Research and development 2,506 840 3,636 1,538
Selling, general and administrative 2,765 1,685 4,668 3,189
------------- ----------- -------------- ------------
Income from operations 2,795 327 3,429 579
Interest income (expense), net 272 (10) 525 28
------------- ----------- -------------- ------------
Income before income tax provision 3,067 317 3,954 607
Income tax provision 1,071 95 1,408 182
------------- ----------- -------------- ------------
Net income $ 1,996 $ 222 $ 2,546 $ 425
============= =========== ============== ============
Net income per share $ .27 $ .06 $ .37 $ .11
============= =========== ============== ============
Weighted average number of common and
common equivalent shares outstanding 7,309 3,930 6,814 3,921
============= =========== ============== ============
See accompanying notes to consolidated financial statements.
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
RadiSys Corporation
Consolidated Statement of Changes in Shareholders' Equity
(in thousands, except share amounts)
(six months ended June 30, 1996 is unaudited)
Page 1 of 2
Preferred stock
----------------------------------------------------------------
Series A Series B Series C Common stock
------------------ ---------------------- ---------------------- ---------------------
Shares Amount Shares Amount Shares Amount Shares Amount
--------- -------- ------------ --------- ------------ --------- ------------ ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balances, December 31, 1993 355,556 1,500 1,820,988 4,917 2,159,504 2,973 1,372,752 322
Collection of note receivable
Exercise of common stock options 111,328 156
Issuance of common stock for cash 3,030 10
Repurchase of common stock (4,910) (13)
Net income for the year
Balances, December 31, 1994 355,556 1,500 1,820,988 4,917 2,159,504 2,973 1,482,200 475
--------- -------- ------------ --------- ------------ --------- ------------ ---------
Exercise of common stock options 58,524 106
Issuance of common stock 2,175,000 23,656
Conversion of preferred stock (355,556) (1,500) (1,820,988) (4,917) (2,159,504) (2,973) 2,298,985 9,390
Translation adjustment
Net income for the year
--------- -------- ------------ --------- ------------ --------- ------------ ---------
Balances, December 31, 1995 6,014,709 33,627
Exercise of common stock options 23,499 20
Translation adjustment
Stock issued for acquisition 1,300,000 10,500
Warrants issued for acquisition
Net income for the period
--------- -------- ------------ --------- ------------ --------- ------------ ---------
Balances, June 30, 1996 - - - - - $ - 7,338,208 $ 44,147
========= ======== ============ ========= ============ ========= ============ ========
See accompanying notes to consolidated financial statements.
</TABLE>
5
<PAGE>
<TABLE>
<CAPTION>
RadiSys Corporation
Consolidated Statement of Changes in Shareholders' Equity
(in thousands, except share amounts)
(six months ended June 30, 1996 is unaudited)
Page 2 of 2
Cumulative Retained
Notes translation (deficit)
Warrants Receivable adjustment earnings Total
------------ ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Balances, December 31, 1993 (5) (1,581) 8,126
Collection of note receivable 5 5
Exercise of common stock options 156
Issuance of common stock for cash 10
Repurchase of common stock (13)
Net income for the year 1,365 1,365
------------ ---------- ---------- ---------- ----------
Balances, December 31, 1994 (216) 9,649
Exercise of common stock options 106
Issuance of common stock 23,656
Conversion of preferred stock
Translation adjustment (108) (108)
Net income for the year 1,516 1,516
------------ ---------- ---------- ---------- ----------
Balances, December 31, 1995 (108) 1,300 34,819
Exercise of common stock options 20
Translation adjustment (62) (62)
Stock issued for acquisition 10,500
Warrants issued for acquisition 1,200 1,200
Net income for the period 2,546 2,546
------------ ---------- ---------- ---------- ----------
Balances, June 30, 1996 $ 1,200 $ - $ (170) $ 3,846 $ 49,023
============ ========== ========== ========== ==========
See accompanying notes to consolidated financial statements.
</TABLE>
6
<PAGE>
<TABLE>
<CAPTION>
RadiSys Corporation
Consolidated Statement of Cash Flows
(in thousands)
(unaudited)
Six Months Ended
June 30, June 30,
1996 1995
------------ -------------
<S> <C> <C>
Cash flows from operating activities:
Net Income $ 2,546 $ 425
Adjustments to reconcile net income to net
cash provided by (used for) operating
activities:
Depreciation and amortization 766 561
Deferred income taxes (37)
Net changes in current assets and current liabilities:
Increase in accounts receivable (9,181) (1,717)
Increase in other receivables (505)
Decrease (increase) in inventories 2,480 (2,358)
Decrease in other current assets 61 18
Increase in accounts payable 1,763 1,615
Increase (decrease) in income tax payable 689 (81)
Increase in accrued wages and bonuses 722 38
Increase in accrued warranty costs 320 81
Increase (decrease) in other accrued liabilities 2,724 (8)
---------- -------------
Net cash provided by (used for) operating activities 2,385 (1,463)
---------- -------------
Cash flows from investing activities:
Decrease in short term investments 9,872
Capital expenditures (3,411) (868)
Capitalized software production costs and decrease in other assets (219) (284)
---------- -------------
Net cash provided by (used for) investing activities 6,242 (1,152)
---------- -------------
Cash flows from financing activities:
Cash proceeds from issuance of common stock, net 20 43
Payments on capital lease obligation (86) (55)
---------- -------------
Net cash used for financing activities (66) (12)
---------- -------------
Effect of exchange rate changes on cash (62) 8
---------- -------------
Net increase (decrease) in cash and cash equivalents 8,499 (2,619)
Cash and cash equivalents, beginning of period 10,236 2,965
---------- -------------
Cash and cash equivalents, end of period $ 18,735 $ 346
========== =============
See accompanying notes to consolidated financial statements.
</TABLE>
7
<PAGE>
RADISYS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share amounts)
(unaudited)
1. BASIS OF PRESENTATION
The accompanying consolidated financial statements are unaudited
and have been prepared by the Company pursuant to the rules and
regulations of the Securities and Exchange Commission and in the
opinion of management include all adjustments, consisting only of
normal recurring adjustments, necessary for the fair statement of
results for the interim periods. Certain information and footnote
disclosure normally included in financial statements prepared in
accordance with generally accepted accounting principles have been
condensed or omitted pursuant to such rules and regulations. These
consolidated financial statements should be read in conjunction
with the audited financial statements and notes thereto included in
the Company's annual report on Form 10-K for the year ended
December 31, 1995. The results of operations for interim periods
are not necessarily indicative of the results for the entire year.
Net income per share is based on the weighted average number of
shares of common stock and common stock equivalents (stock options
and warrants) outstanding during the periods, computed using the
treasury stock method for stock options and warrants.
2. ACCOUNTS RECEIVABLE
Trade accounts receivable are net of an allowance for doubtful
accounts of $524 and $233 at June 30, 1996 and December 31, 1995,
respectively. The Company's customers are concentrated in the
technology industry.
3. INVENTORIES
Inventories consist of the following:
June 30, December 31,
1996 1995
-------- ------------
Raw Materials $ 4,588 $ 3,835
Work in Process 2,940 270
Finished Goods 1,969 2,275
-------- --------
$ 9,497 $ 6,380
======== ========
8
<PAGE>
4. PROPERTY AND EQUIPMENT
Property and equipment consists of the following:
June 30, December 31,
1996 1995
--------- ------------
Land $ 1,190 $ 33
Manufacturing Equipment 4,186 3,654
Office Equipment 6,536 3,040
Leasehold Improvements 1,096 284
-------- --------
13,008 7,011
Less: Accum. Depr. 4,598 3,832
-------- --------
$ 8,410 $ 3,179
======== ========
5. MULTIBUS ACQUISITION
On April 29, 1996, the Company purchased substantially all of the
assets of Intel Corporation ("Intel") that were dedicated to the
design, manufacture and sale of all standard and custom Multibus I and
Multibus II products ("Multibus") (collectively the "Acquisition"). In
addition, pursuant to the terms of the Acquisition, Intel licensed
certain Intel software to the Company. The purchase price consisted of
1,300,000 shares of the Company's common stock ("Common Stock") and
warrants to purchase an additional 300,000 shares of Common Stock
exercisable within 24 months at prices per share ranging from $13.50
to $15.00, plus an aggregate of $1.2 million in cash to be paid in
1997.
The Acquisition was accounted for using the purchase method. The
results of operations for Multibus have been included in the financial
statements since the date of acquisition. The aggregate purchase price
of $13.2 million (including direct costs of acquisition) was allocated
to purchased inventory, equipment and in-process research and
development. The non cash portions have been excluded from the
accompanying Consolidated Statement of Cash Flows.
Included within other receivables is approximately $5.4 million
related to inventory to be delivered by Intel to the Company by March
1997 and inventory purchased by Intel from the Company under the
Acquisition agreement.
The following unaudited pro forma information represents the results
of operations of the Company as if the Acquisition had occurred as of
the beginning of the respective six month periods, after giving effect
to assumed increases in operating, research and development, and
general and administrative costs to operate the business, depreciation
of acquired fixed assets, expensing acquired in process research and
development, and adjustments to reflect the estimated impact on tax
expense of the Acquisition. The unaudited pro forma financial
statements are not necessarily indicative of what actual results would
have been had the Multibus acquisition
9
<PAGE>
occurred at the beginning of the respective periods. The unaudited pro
forma information should be read in conjunction with the Current
Report of the Company on Form 8-K dated May 3, 1996 and the Current
Report of the Company on Form 8-K/A dated July 1, 1996.
For the six months ended
--------------------------
June 30, December 31,
1996 1995
--------- ------------
Revenues $ 51,443 $ 53,290
Net Income $ 4,215 2,403
--------- ---------
Earnings per share $ 0.53 $ 0.44
--------- ---------
10
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
OVERVIEW
Total revenue was $20.0 million for the three months ended June 30,
1996 compared to $8.2 million for the three months ended June 30,
1995, and $31.1 million for the six months ended June 30, 1996
compared to $14.8 million for the six months ended June 30, 1995. Net
income was $2.0 million for the three months ended June 30, 1996
compared to $0.2 million for the three months ended June 30, 1995, and
$2.5 million for the six months ended June 30, 1996 compared to $0.4
million for the six months ended June 30, 1995.
From time to time the Company may issue forward looking statements
that involve a number of risks and uncertainties. The following are
among the factors that could cause actual results to differ materially
from the forward looking statements: business conditions and growth in
the electronics industry and general economies, both domestic and
international; uncertainty of market development; dependence on a
limited number of OEM customers; dependence on limited or sole source
suppliers; dependence on the relationship with Intel Corporation
("Intel"); dependence on Intel's support of the embedded computer
market; lower than expected customer orders; competitive factors,
including increased competition, new product offerings by competitors
and price pressures; the availability of parts and components at
reasonable prices; changes in product mix; dependence on proprietary
technology; technological difficulties and resource constraints
encountered in developing new products; and product shipment
interruptions due to manufacturing difficulties. The forward looking
statements contained in this document regarding industry trends,
product development and introductions, and liquidity and future
business activities should be considered in light of these factors.
On April 29, 1996, the Company purchased substantially all of the
assets of Intel Corporation ("Intel") that were dedicated to the
design, manufacture and sale of all standard and custom Multibus I and
Multibus II products ("Multibus") (collectively the "Acquisition"). In
addition, pursuant to the terms of the Acquisition, Intel licensed
certain Intel software to the Company. The Acquisition was accounted
for using the purchase method. The results of operations for Multibus
have been included in the financial statements since the date of
acquisition.
<TABLE>
<CAPTION>
REVENUES
Three Months Ended Six Months Ended
------------------ ----------------
(in thousands except % amounts) (in thousands except % amounts)
June 30, % June 30, June 30, % June 30,
1996 Change 1995 1996 Change 1995
---- ------ ---- ---- ------ ----
<S> <C> <C> <C> <C> <C> <C>
Revenues $20,034 145 $ 8,169 $ 31,099 110 $ 14,842
</TABLE>
The increases in revenues for the three and six months ended June 30,
1996 compared to the three and six months ended June 30, 1995,
respectively, resulted primarily from the acquisition of Multibus from
Intel on April 29, 1996 and from volume increases in OEM sales.
Additionally, included within revenues is $0.7 million of royalty
payments from Intel in connection with backlog retained by Intel
related to the Acquisition.
11
<PAGE>
COST OF GOODS SOLD
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
------------------ ----------------
(in thousands except % amounts) (in thousands except % amounts)
June 30, % June 30, June 30, % June 30,
1996 Change 1995 1996 Change 1995
---- ------ ---- ---- ------ ----
<S> <C> <C> <C> <C> <C> <C>
Cost of Goods Sold $11,968 125 $5,317 $19,366 103 $9,536
As a % of total revenue 60% 65% 62% 64%
</TABLE>
As a percentage of revenue total cost of goods sold decreased for the
three and six months ended June 30, 1996 compared to the three and six
months ended June 30, 1995, respectively, primarily as a result of a
product mix consisting of a larger portion of higher margin products
relative to lower margin products shipped during the second quarter of
1996 and the fact that certain key material costs, particularly DRAM
prices, declined faster than price changes to the Company's customers.
The product mix in future periods is expected to return to targeted
levels, which are lower than those achieved in the three months ended
June 30, 1996.
Additionally, included within cost of goods sold for the three and six
months ended June 30, 1996 is $1.3 million of inventory valuation
adjustments that resulted from purchase accounting in connection with
the Acquisition.
RESEARCH AND DEVELOPMENT
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
------------------ ----------------
(in thousands except % amounts) (in thousands except % amounts)
June 30, June 30, June 30, June 30,
1996 1995 1996 1995
---- ---- ---- ----
<S> <C> <C> <C> <C>
Research and Development $ 2,506 $ 840 $ 3,636 $ 1,538
As a % of total revenue 13% 10% 12% 10%
</TABLE>
The dollar increases in research and development expenses were
primarily the result of increased investment in new product
development and costs of enhancements to existing products. The
Company continues to invest in new design wins for OEM customers and
the dollar increases reflect steady increases in the number of
employees working in research and development.
Additionally, included within research and development for the three
and six months ended June 30, 1996 is $225,000 to expense in-process
research and development acquired in connection with the Acquisition.
12
<PAGE>
SELLING, GENERAL AND ADMINISTRATIVE
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
------------------ ----------------
(in thousands except % amounts) (in thousands except % amounts)
June 30, June 30, June 30, June 30,
1996 1995 1996 1995
---- ---- ---- ----
<S> <C> <C> <C> <C>
Selling, General & Admin. $ 2,765 $ 1,685 $ 4,668 $ 3,189
As a % of total revenue 14% 21% 15% 21%
</TABLE>
Selling, general and administrative expenses have increased in dollar
amount in the three and six months ended June 30, 1996 compared to the
three and six months ended June 30, 1995, respectively, primarily as a
result of increased personnel, facilities and travel cost to support
higher levels of sales and to support the acquired Multibus
operations. The decreases as a percentage of revenues were primarily
the result of operating efficiencies achieved by spreading fixed costs
over a larger revenue base, offset partially by increases in costs
required to expand international operations.
INTEREST INCOME, NET AND INCOME TAX PROVISION
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
------------------ ----------------
(in thousands except % amounts) (in thousands except % amounts)
June 30, % June 30, June 30, % June 30,
1996 Change 1995 1996 Change 1995
---- ------ ---- ---- ------ ----
<S> <C> <C> <C> <C> <C> <C>
Interest Income, net $ 272 280 $(10) $ 525 1775 $ 28
Income Tax Provision 1,071 1,027 95 1,408 674 182
</TABLE>
Interest income, net includes interest income, interest expense, bank
charges and foreign currency transaction gains or losses. The
increases in interest income, net for the three and six months ended
June 30, 1996 compared to the three and six months ended June 30,
1995, respectively, were primarily the result of cash invested from
the Company's initial public offering in October of 1995.
The income tax provision reflects effective income tax rates of 35
percent and 30 percent for 1996 and 1995, respectively. The increase
in the income tax provision is primarily attributable to the depletion
of tax credits in 1995.
LIQUIDITY AND CAPITAL RESOURCES
As of June 30, 1996, the Company had $19.8 million in cash and short
term investment grade securities, which represents the Company's
principal source of liquidity. The Company had working capital of
approximately $41.4 million. Net cash provided by operating activities
for the six months ended June 30, 1996 was $2.4 million as compared
with net cash used by operations of $1.5 million for the six months
ended June 30, 1995.
Capital expenditures were $3.4 million in the six months ended June
30, 1996 and $868,000 for the six months ended June 30, 1995. Capital
expenditures for the six months ended June 30, 1996 were primarily for
the purchase of two parcels of land for future expansion and
construction in progress for a new headquarters and manufacturing
facility under development.
13
<PAGE>
On April 29, 1996, the Company purchased substantially all of the
assets of Intel Corporation that are dedicated to the design,
manufacture and sale of all standard and custom Multibus I and
Multibus II products . In addition, pursuant to the terms of the
Acquisition, Intel licensed certain Intel software to the Company. The
purchase price consisted of 1,300,000 shares of the Company's Common
Stock and warrants to purchase an additional 300,000 shares of Common
Stock exercisable within 24 months at prices per share ranging from
$13.50 to $15.00, plus an aggregate of $1.2 million in cash to be paid
in 1997. The Company will fund the acquired operations from existing
cash and cash equivalents.
The Company believes that existing cash and cash equivalents and cash
from operations will be sufficient to fund its operations for at least
the next 12 months.
14
<PAGE>
PART II
OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
On May 28, 1996 at the Company's Annual Meeting, the holders of the
Company's outstanding Common Stock took the actions described
below. At May 28, 1996, 6,022,729 shares of Common Stock were
issued and outstanding and eligible to vote at the Annual Meeting.
1. The shareholders elected each of Dr. Glenford J. Myers, David L.
Budde, James F. Dalton, Richard J. Faubert, C. Scott Gibson and
Dr. William W. Lattin to the Company's Board of Directors, by the votes
indicated below, to serve for the ensuing year. There were no
absententions or broker nonvotes.
<TABLE>
<CAPTION>
Shares Shares Against
in Favor or Withheld
-------- -----------
<S> <C> <C>
Dr. Glenford J Myers 4,284,353 42,919
David L. Budde 4,297,054 30,218
James F. Dalton 4,302,962 24,310
Richard J. Faubert 4,304,662 22,610
C. Scott Gibson 4,281,036 46,236
Dr. William W. Lattin 4,285,566 41,706
</TABLE>
2. The Shareholders adopted, by vote indicated below, the Company's
Employee Stock Purchase Plan.
<TABLE>
<CAPTION>
Shares Shares Against Broker
in Favor or Withheld Abstentions Nonvotes
-------- ----------- ----------- --------
<S> <C> <C> <C>
4,015,887 193,756 7,294 110,335
</TABLE>
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
27 Financial Data Schedule
(b) Reports on Form 8-K
On May 3, 1996, the Company filed a Form 8-K dated April 29,
1996 reporting Item 2. On July 1, 1996, the Company filed a
Form 8-K/A.
15
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
RADISYS CORPORATION
BRIAN V. TURNER
-----------------------------------
Date: August 14, 1996 Brian V. Turner
Vice President of Finance and
Administration and Chief Financial
Officer (Principal Financial Officer)
16
<PAGE>
EXHIBIT INDEX
Sequential
Exhibit No. Description Page No.
- ----------- ----------- --------
27 Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
COMPANY'S CONSOLIDATED FINANCIAL STATEMENTS AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> JUN-30-1996
<CASH> 18,735
<SECURITIES> 1,050
<RECEIVABLES> 16,050
<ALLOWANCES> (517)
<INVENTORY> 9,497
<CURRENT-ASSETS> 51,611
<PP&E> 8,410
<DEPRECIATION> 4,598
<TOTAL-ASSETS> 60,648
<CURRENT-LIABILITIES> 10,227
<BONDS> 0
0
0
<COMMON> 44,147
<OTHER-SE> 4,876
<TOTAL-LIABILITY-AND-EQUITY> 60,648
<SALES> 31,099
<TOTAL-REVENUES> 31,099
<CGS> 19,366
<TOTAL-COSTS> 8,304
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 525
<INCOME-PRETAX> 3,954
<INCOME-TAX> 1,408
<INCOME-CONTINUING> 2,546
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,546
<EPS-PRIMARY> .37
<EPS-DILUTED> .37
</TABLE>
