AVID TECHNOLOGY INC
10-Q, 1998-05-13
PHOTOGRAPHIC EQUIPMENT & SUPPLIES
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                              AVID TECHNOLOGY, INC.
                          Metropolitan Technology Park
                                  One Park West
                               Tewksbury, MA 01876




                                  May 13, 1998





OFIS Filer Support
SEC Operations Center
6432 General Green Way
Alexandria, VA 22312-2413


            Re:   Avid Technology, Inc.
                  File No. 0-21174
                  Quarterly Report on Form 10-Q

Ladies and Gentlemen:

      Pursuant  to  regulations  of  the  Securities  and  Exchange  Commission,
submitted  herewith  for  filing  on  behalf  of Avid  Technology,  Inc.  is the
Company's  Quarterly  Report on Form 10-Q for the fiscal quarter ended March 31,
1998.

      This filing is being effected by direct  transmission to the  Commission's
EDGAR System.

                                Very truly yours,


                                /s/ Frederic G. Hammond


                                Frederic G. Hammond
                                General Counsel




<PAGE>




==============================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM 10-Q

               QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1998


                         Commission File Number 0-21174

                              AVID TECHNOLOGY, INC.
             (Exact name of registrant as specified in its charter)


                  DELAWARE                      04-2977748
            (State or other jurisdiction of     (I.R.S. Employer
            incorporation or organization)      Identification No.)


                          METROPOLITAN TECHNOLOGY PARK
                                  ONE PARK WEST
                               TEWKSBURY, MA 01876
                    (Address of principal executive offices)


      Registrant's telephone number, including area code: (978) 640-6789


      Indicate  by check  mark  whether  the  registrant  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).

                                 Yes X No _____


      Indicate by check mark  whether the  registrant  has been  subject to such
filing requirements for the past 90 days.

                                 Yes X No _____

The number of shares outstanding of the registrant's  Common Stock as of May 11,
1998 was 23,337,640.


==============================================================================


<PAGE>




                              AVID TECHNOLOGY, INC.

                                    FORM 10-Q

                FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1998

                                TABLE OF CONTENTS


                                                                  PAGE


PART I.    FINANCIAL INFORMATION

ITEM 1.    Condensed Consolidated Financial Statements:

   a) Condensed Consolidated Statements of Operations (unaudited)
      for the three months ended March 31, 1998 and 1997 ...........1

   b) Condensed Consolidated Balance Sheets as of
      March 31, 1998 (unaudited) and December 31, 1997..............2

   c) Condensed Consolidated Statements of Cash Flows (unaudited)
      for the three months ended March 31, 1998 and 1997 ...........3

   d) Notes to Condensed Consolidated Financial Statements
      (unaudited)...................................................4

ITEM 2.    Management's Discussion and Analysis of Financial
           Condition and Results of Operations......................8

PART II.   OTHER INFORMATION

ITEM 6.    Exhibits and Reports on Form 8-K.........................14

Signatures..........................................................15

EXHIBIT INDEX.......................................................16



<PAGE>





PART I.     FINANCIAL INFORMATION
ITEM 1.     CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AVID TECHNOLOGY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
<TABLE>
<CAPTION>

                                                Three Months Ended March 31,
                                               --------------------------------
                                                  1998                1997
                                               ------------        ------------
                                               (unaudited)         (unaudited)
<S>                                               <C>                 <C>    
Net revenues                                      $108,742            $108,209
Cost of revenues                                    45,527              56,185
                                               ------------        ------------
  Gross profit                                      63,215              52,024
                                               ------------        ------------

Operating expenses:
  Research and development                          20,312              16,416
  Marketing and selling                             27,694              28,297
  General and administrative                         6,579               5,803
                                               ------------        ------------
    Total operating expenses                        54,585              50,516
                                               ------------        ------------

Operating income                                     8,630               1,508
Interest and other income, net                       2,536               1,240
                                               ------------        ------------
Income before income taxes                          11,166               2,748
Provision for income taxes                           3,461                 962
                                               ------------        ------------

Net income                                          $7,705              $1,786
                                               ============        ============

Net income per common share - basic                  $0.34               $0.08
                                               ============        ============

Net income per common share - diluted                $0.31               $0.08
                                               ============        ============

Weighted average common shares
outstanding - basic                                 22,908              21,550
                                               ============        ============

Weighted average common shares
outstanding - diluted                               24,587              21,750
                                               ============        ============

</TABLE>


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

<PAGE>



AVID TECHNOLOGY, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)
<TABLE>
<CAPTION>
                                                   March 31,        December 31,
                                                     1998              1997
                                                 -------------     -------------
                                                  (unaudited)
<S>                                                   <C>             <C>   
ASSETS
Current assets:
  Cash and cash equivalents                           $97,160         $108,308
  Marketable securities                               101,406           78,654
  Accounts receivable, net of allowances of
  $7,228 and $7,529 in 1998 and 1997, respectively     67,523           79,773
  Inventories                                          10,906            9,842
  Deferred tax assets                                  16,919           17,160
  Prepaid expenses                                      5,804            4,645
  Other current assets                                  2,929            2,700
                                                 -------------     ------------
    Total current assets                              302,647          301,082

  Property and equipment, net                          37,230           38,917
  Long-term deferred tax assets                        14,820           14,820
  Other assets                                          2,854            1,986
                                                 -------------     ------------
    Total assets                                     $357,551          $356,805
                                                 =============     =============

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable                                    $22,076          $22,166
  Current portion of long-term debt                       725              783
  Accrued compensation and benefits                    14,785           23,737
  Accrued expenses                                     29,558           30,249
  Income taxes payable                                 13,529           11,210
  Deferred revenues                                    26,312           26,463
                                                 -------------     ------------
    Total current liabilities                         106,985          114,608

Long-term debt, less current portion                      192              403

Commitments and contingencies

Stockholders' equity:
  Preferred stock
  Common stock                                            240              242
  Additional paid-in capital                          252,838          252,307
  Retained earnings                                    30,797           27,286
  Treasury stock                                      (24,296)         (27,548)
  Deferred compensation                                (7,047)          (8,034)
  Cumulative translation adjustment                    (2,161)          (2,472)
  Net unrealized gains on marketable securities             3               13
                                                 -------------     ------------
    Total stockholders' equity                        250,374          241,794
                                                 -------------     ------------
    Total liabilities and stockholders' equity       $357,551         $356,805
                                                 =============     ============

</TABLE>

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

<PAGE>



AVID TECHNOLOGY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
<TABLE>
<CAPTION>
                                                    Three Months Ended March 31,
                                                     --------------------------
                                                        1998           1997
                                                     (unaudited)    (unaudited)
<S>                                                      <C>            <C>   
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income                                             $7,705         $1,786
  Adjustments to reconcile net income to net cash
    provided by operating activities:
    Depreciation and amortization                         6,122          6,427
    Compensation from stock grants and options            1,534
    Provision for doubtful accounts                          58            479
    Changes in deferred tax assets                          260           (155)
    (Gain)/loss on disposal of equipment                   (292)           504
    Changes in operating assets and liabilities:
      Accounts receivable                                11,888         14,500
      Inventories                                          (795)         5,985
      Prepaid expenses and other current assets          (1,409)          (744)
      Accounts payable                                      (99)           876
      Income taxes payable                                2,303          4,888
      Accrued expenses, compensation, and benefits       (9,086)         2,406
      Deferred revenues                                    (100)        (1,172)
                                                      ----------      ---------
    NET CASH PROVIDED BY OPERATING ACTIVITIES            18,089         35,780

CASH FLOWS FROM INVESTING ACTIVITIES:
  Capitalized software development costs                    (20)          (107)
  Purchases of property and equipment and other         
    assets                                               (5,941)        (3,869)
  Proceeds from disposal of equipment                       629            316
  Purchases of marketable securities                    (54,924)        (8,983)
  Proceeds from sales of marketable securities           32,164          9,343
                                                     -----------     ----------
   NET CASH USED IN INVESTING ACTIVITIES                (28,092)        (3,300)

CASH FLOWS FROM FINANCING ACTIVITIES:
  Payments of long-term debt                               (269)          (521)
  Purchase of common stock for treasury                  (5,963)
  Proceeds from issuance of common stock                  5,006         15,806
                                                     -----------     ----------
    NET CASH PROVIDED BY (USED IN)
      FINANCING ACTIVITIES                               (1,226)        15,285

Effects of exchange rate changes on cash and cash 
equivalents                                                  81           (579)
                                                     -----------     ----------
Net increase (decrease) in cash and cash equivalents    (11,148)        47,186
Cash and cash equivalents at beginning of period        108,308         75,795
                                                     -----------     ----------
Cash and cash equivalents at end of period              $97,160       $122,981
                                                     ===========    ===========


</TABLE>




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


<PAGE>


PART I.     FINANCIAL INFORMATION
ITEM 1D.    NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
            (UNAUDITED)


1.    FINANCIAL INFORMATION

The  accompanying   condensed  consolidated  financial  statements  include  the
accounts  of Avid  Technology,  Inc.  and its wholly  owned  subsidiaries  ("the
Company").  The interim  financial  statements  are unaudited.  However,  in the
opinion of management,  the condensed  consolidated financial statements include
all adjustments, consisting of only normal, recurring adjustments, necessary for
their fair  presentation.  Interim  results are not  necessarily  indicative  of
results expected for a full year. The accompanying unaudited condensed financial
statements have been prepared in accordance with the  instructions for Form 10-Q
and  therefore do not include all  information  and  footnotes  necessary  for a
complete  presentation of operations,  the financial  position and cash flows of
the Company,  in conformity with generally accepted accounting  principles.  The
Company  filed  audited  consolidated  financial  statements  for the year ended
December 31, 1997 on Form 10-K which  included  all  information  and  footnotes
necessary for such presentation.

The Company's  preparation of financial  statements in conformity with generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions  that  affect  the  reported  amount of assets and  liabilities  and
disclosure of contingent  assets and  liabilities  at the dates of the financial
statements and the reported amounts of revenues and expenses during the reported
periods.  The most significant  estimates included in these financial statements
include accounts receivable and sales allowances, inventory valuation and income
tax valuation allowances. Actual results could differ from those estimates.


2.    NET INCOME PER COMMON SHARE

The Company  computes  basic and diluted  earnings per share in accordance  with
Financial  Accounting  Standards  No. 128,  "Earnings  per Share". The following
table reconciles the numerator and denominator of the basic and diluted earnings
per  share  computations  shown  on the  Condensed  Consolidated  Statements  of
Operations:

(In  thousands, except per share data)
<TABLE>
<CAPTION>

                                        For the Three Months Ended March 31,
                                         ----------------------------------
                                             1998                 1997
                                         --------------       -------------
<S>                                             <C>                 <C>   
Basic EPS
   Numerator:
      Net income                                $7,705              $1,786
   Denominator:
      Common shares outstanding                 22,908              21,550

   Basic EPS                                     $0.34               $0.08
                                         ==============       =============
Diluted EPS
   Numerator:
      Net income                                $7,705              $1,786
   Denominator:
      Common shares outstanding                 22,908              21,550
      Common stock equivalents                   1,679                 200
                                         --------------       -------------
                                                24,587              21,750

   Diluted EPS                                   $0.31               $0.08
                                         ==============       =============
</TABLE>

Options to purchase 71,747 and 3,432,900  shares of common stock  outstanding at
March 31, 1998 and 1997,  respectively,  were excluded from the  calculation  of
diluted earnings per share because the exercise prices of those options exceeded
the average market price of common stock for the three month periods ended March
31, 1998 and 1997, respectively.


3.    INVENTORIES

Inventories consist of the following (in thousands):

                                March 31,        December 31,
                                   1998              1997
                               -------------     -------------
Raw materials                        $6,760            $5,488
Work in process                         781               674
Finished goods                        3,365             3,680
                               -------------     -------------
                                    $10,906            $9,842
                               =============     =============


4.    PROPERTY AND EQUIPMENT, NET

Property and equipment, net, consists of the following (in thousands):

                                                 March 31,       December 31,
                                                   1998              1997
                                               --------------    --------------
Computer and video equipment                         $77,425           $75,042
Office equipment                                       4,626             4,652
Furniture and fixtures                                 6,842             6,820
Leasehold improvements                                13,064            13,105
                                               --------------    --------------
                                                     101,957            99,619
Less accumulated depreciation and 
amortization                                          64,727            60,702
                                               --------------    --------------
                                                     $37,230           $38,917
                                               ==============    ==============



5.    CONTINGENCIES

On June 7, 1995, the Company filed a patent infringement complaint in the United
States   District  Court  for  the  District  of   Massachusetts   against  Data
Translation,  Inc.,  a Marlboro,  Massachusetts-based  company.  Avid is seeking
judgment against Data Translation that, among other things, Data Translation has
willfully  infringed  Avid's  patent  number  5,045,940,  entitled  "Video/Audio
Transmission System and Method". Avid is also seeking an award of treble damages
together  with  prejudgment  interest  and costs,  Avid's  costs and  reasonable
attorneys'  fees,  and an injunction to prohibit  further  infringement  by Data
Translation.  The litigation has been dismissed without prejudice (with leave to
refile) pending a decision by the U.S. Patent and Trademark  Office on a reissue
patent application based on the issued patent.

In December 1995, six purported  shareholder  class action complaints were filed
in the United States District Court for the District of Massachusetts naming the
Company  and  certain  of  its   underwriters  and  officers  and  directors  as
defendants.  On July  31,  1996,  the six  actions  were  consolidated  into two
lawsuits:  one  brought  under the 1934  Securities  Exchange  Act (the "`34 Act
suit") and one under the 1933  Securities  Act (the "`33 Act  suit").  Principal
allegations  contained in the two complaints  include claims that the defendants
violated federal  securities laws and state common law by allegedly making false
and  misleading  statements  and  by  allegedly  failing  to  disclose  material
information that was required to be disclosed,  purportedly causing the value of
the Company's stock to be artificially inflated. The `34 Act suit was brought on
behalf of all persons who bought the  Company's  stock between July 26, 1995 and
December 20, 1995.  The `33 Act suit was brought on behalf of persons who bought
the Company's  stock  pursuant to its September 21, 1995 public  offering.  Both
complaints  seek  unspecified  damages  for  the  decline  of the  value  of the
Company's stock during the applicable  period.  A motion to dismiss both the `34
Act suit and the `33 Act suit was filed on October 18, 1996.  After briefing and
argument on the motions,  the Court issued its decision on August 14, 1997. With
respect  to the `33 Act  suit,  the  Court  dismissed  the  claims  against  the
underwriters, dismissed the claims brought against the Company under ss.12(2) of
the `33 Act, and dismissed the plaintiffs'  claims relating to the Company's all
digital newsroom (in both the `33 Act and `34 Act cases) on the grounds that the
plaintiffs  had  failed  to allege a  material  misrepresentation  or  omission.
Finding that it was required to draw all  reasonable  inferences in favor of the
plaintiffs,  the Court declined to dismiss the plaintiffs'  remaining  claims in
the `33 Act case and the `34 Act claims  relating to matters  other than the all
digital  newsroom.  On September 26, 1997, the plaintiffs filed a motion seeking
to have the Court reconsider its dismissal of the underwriters  from the `33 Act
suit, which the underwriters  have opposed.  The plaintiffs also sought leave to
amend  their `33 Act  Complaint  to add new claims  concerning  the all  digital
newsroom,  which the  Company  opposed.  In February  1998,  the Company and the
Plaintiffs  entered into a Stipulation of Settlement in both suits and the judge
issued  an  order  granting  preliminary  approval  to the  settlement.  A Final
Settlement  Approval hearing is scheduled for May 28, 1998. The Company believes
the  potential  settlement  will not have a  material  effect  on the  Company's
consolidated  financial  position  or  results of  operations.  In the event the
settlement is not finally  approved,  the Company believes that it and the other
defendants have  meritorious  defenses to the remaining  allegations made by the
plaintiffs and intends to contest these lawsuits vigorously. Nonetheless, in the
event the settlement is not approved,  an adverse  resolution of this litigation
could have a material  adverse  effect on the Company's  consolidated  financial
position  or results of  operations  in the  period in which the  litigation  is
resolved.  In such event, a reasonable  estimate of the Company's potential loss
for damages cannot be made at this time.

On March 11, 1996,  the Company was named as defendant in a patent  infringement
suit filed in the United States District Court for the Western District of Texas
by Combined Logic Company,  a California  partnership  located in Beverly Hills,
California.  On May 16,  1996,  the suit was  transferred  to the United  States
District  Court for the Southern  District of New York on motion by the Company.
The complaint  alleges  infringement  by Avid of U.S.  patent number  4,258,385,
issued in 1981,  and seeks  injunctive  relief,  treble  damages and costs,  and
attorneys'  fees. The Company  believes that it has meritorious  defenses to the
complaint and intends to contest it vigorously.  However,  an adverse resolution
of this  litigation  could  have a  material  adverse  effect  on the  Company's
consolidated  financial position or results of operations in the period in which
the  litigation  is resolved.  No costs have been accrued for this possible loss
contingency.

The Company also receives  inquiries from time to time with regard to additional
possible patent infringement  claims.  These inquiries are generally referred to
counsel  and  are in  various  stages  of  discussion.  If any  infringement  is
determined to exist, the Company may seek licenses or settlements.  In addition,
from time to time as a normal incidence of the nature of the Company's business,
various claims,  charges, and litigation have been asserted or commenced against
the Company  arising  from or related to  contractual  or employee  relations or
product  performance.  Management  does not  believe  these  claims  will have a
material  adverse  effect on the financial  position or results of operations of
the Company.


6.    CAPITAL STOCK

On March 24, 1997,  the Company issued  1,552,632  shares of its common stock to
Intel Corporation in exchange for approximately $14,727,000 in cash. The Company
used the net proceeds for working capital and other general corporate purposes.

During June and July 1997, the Company  granted 347,200 shares of $.01 par value
restricted common stock to certain employees under the 1997 Stock Incentive Plan
approved by the  shareholders on June 4, 1997. These shares vest annually in 20%
increments beginning May 1, 1998. Accelerated vesting may occur if certain stock
price  performance goals established by the Board of Directors are met including
an additional 20% which will vest on May 1, 1998. Unvested restricted shares are
subject to forfeiture in the event that an employee ceases to be employed by the
Company.   The  Company  initially   recorded,   as  a  separate   component  of
stockholders'  equity,  deferred  compensation of approximately  $9,100,000 with
respect to this  restricted  stock.  This deferred  compensation  represents the
excess of fair value of the restricted  shares at the date of the award over the
purchase  price and is recorded as  compensation  expense  ratably as the shares
vest.

On October 23, 1997 and February 5, 1998,  the Company  announced that the Board
of  Directors  authorized  the  repurchase  of up to 1.0 million and 1.5 million
shares, respectively,  of the Company's common stock. Purchases have and will be
made in the open market or in privately negotiated transactions. The Company has
used and will  continue to use any  repurchased  shares for its  employee  stock
plans.  As of December  31,  1997,  the Company had  repurchased  a total of 1.0
million shares at a cost of $28,776,000,  which completed the program  announced
in October.  As of March 31,  1998,  the Company had  repurchased  approximately
180,000  shares at a cost of  $5,963,000,  under the  program  announced  during
February.


7.    RECENT ACCOUNTING PRONOUNCEMENTS

Effective January 1, 1998, the Company adopted Statement of Financial Accounting
Standards No. 130 ("SFAS 130"), "Reporting Comprehensive Income".  Statement No.
130 requires the  reporting  of  comprehensive  income in addition to net income
from operations.  Comprehensive income is a more inclusive reporting methodology
that includes disclosure of certain financial  information that historically has
not been recognized in the  calculation of net income.  The adoption of SFAS 130
had no  impact  on the  Company's  net  income or  stockholder's  equity.  Total
comprehensive  income,  net of taxes,  for the three months ended March 31, 1998
and 1997 was  $7,913,000  and  $1,113,000,  respectively,  which consists of net
income, the net changes in foreign currency  translation  adjustment and the net
unrealized losses on available-for-sale securities.

In March 1998, Statement of Position 98-1,  "Accounting for the Cost of Computer
Software  Developed or Obtained for Internal Use" ("SOP 98-1"), was issued which
provides  guidance on  applying  generally  accepted  accounting  principles  in
addressing  whether and under what condition the costs of internal-use  software
should be capitalized.  SOP 98-1 is effective for  transactions  entered into in
fiscal years  beginning  after December 15, 1998,  however  earlier  adoption is
encouraged.  The  Company  adopted the  guidelines  of SOP 98-1 as of January 1,
1998,  and the impact of such adoption was not material to results of operations
or cash flows for the quarter ended March 31, 1998.



<PAGE>


PART I.     FINANCIAL INFORMATION
ITEM 2.     MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
            RESULTS OF OPERATIONS


OVERVIEW

The text of this document may include forward-looking statements. Actual results
may differ materially from those described herein,  depending on such factors as
are described  herein,  including under "Certain  Factors That May Affect Future
Results".

Avid  develops and provides  digital  film,  video and audio editing and special
effects  software  and  hardware   technologies  to  create  media  content  for
information  and  entertainment  applications.  Integrated  with  the  Company's
digital storage and networking solutions,  Avid's products are used worldwide in
film  studios;  video  production  and  post-production   facilities;   network,
independent  and  cable  television  stations;  recording  studios;  advertising
agencies;  government and  educational  institutions;  corporate  communications
departments; and by individual home users.


RESULTS OF OPERATIONS

Net Revenues

The  Company's  net revenues  have derived  mainly from the sales of  disk-based
digital,  nonlinear media editing systems and related peripherals,  licensing of
related  software,  and sales of software  maintenance  contracts.  Net revenues
increased  to $108.7  million in the  quarter  ended  March 31, 1998 from $108.2
million in the same quarter of last year.  Revenues reflected increased sales of
MCXpress and Avid Xpress,  storage  peripherals,  customer service,  and digital
audio products.  These increased revenues were offset by a reduction in sales of
Avid  Cinema  and Media  Composer  products.  During  1997,  the  Company  began
shipments  of new versions of MCXpress  and Avid  Xpress,  AudioVision  4.0, Pro
Tools 24,  AvidNews,  and  MediaShare  F/C. In February  1998, the Company began
shipments of version 7.0 of Media  Composer and Film Composer as well as version
2.0 of  Avid  Xpress.  To  date,  product  returns  of all  products  have  been
immaterial.

The Company  continues to shift an  increasing  proportion  of its sales through
indirect  channels such as  distributors  and  resellers.  Net revenues  derived
through  indirect  channels  were  greater than 65% of net revenue for the three
months ended March 31, 1998, compared to greater than 55% of net revenue for the
same period in 1997.

International  sales (sales to customers  outside the U.S. and Canada) accounted
for  approximately  47.8% and 48.4% of the Company's first quarter 1998 and 1997
net revenues,  respectively.  International  sales were  essentially flat in the
first quarter of 1998 compared to the same period in 1997.  Revenue  growth from
1997 to 1998 was impacted  adversely  by the  strengthening  of the U.S.  dollar
against various currencies.

Gross Profit

Cost of revenues consists  primarily of costs associated with the acquisition of
components;   the  assembly,   test,  and  distribution  of  finished  products;
provisions for inventory  obsolescence;  warehousing;  shipping;  and post-sales
customer support costs.  The resulting gross profit  fluctuates based on factors
such as the mix of  products  sold,  the  cost  and  proportion  of  third-party
hardware included in the systems sold by the Company, the distribution  channels
through which  products are sold, the timing of new product  introductions,  the
offering of product upgrades, price discounts and other sales promotion programs
and sales of aftermarket  hardware products.  Gross margin increased to 58.1% in
the first  quarter of 1998  compared to 48.1% in the same  period of 1997.  This
increase was primarily due to lower material  costs,  continued  improvements in
manufacturing efficiencies, and improved service margins. The Company currently
expects that 1998 gross margins will approximate  results of the two most recent
quarters.

Research and Development

Research and development expenses increased by $3.9 million (23.7%) in the first
quarter of 1998 compared to the same period in 1997.  The increase was primarily
due  to  additions  to  the  Company's  engineering  staffs  for  the  continued
development of new and existing products and higher  compensation-related  costs
as compared to the first  quarter of 1997.  Research  and  development  expenses
increased as a percentage  of net revenues to 18.7% in the first quarter of 1998
from 15.2% for the same period in 1997.  This  increase was primarily due to the
increase in research and development expenses with relatively flat revenues. The
Company capitalized  immaterial amounts of software development costs during the
first  quarter  of 1998 and 1997.  These  costs will be  amortized  into cost of
revenues over the  estimated  life of the related  products,  generally 12 to 24
months.  Amortization  totaled  approximately  $69,000 and $429,000 in the first
quarter of 1998 and 1997,  respectively.  The capitalized  software  development
costs are associated primarily with enhancements to Media Composer and Pro Tools
software, as well as the development of software to be used in other products.

Marketing and Selling

Marketing and selling expenses decreased by approximately $600,000 (2.1%) in the
first quarter of 1998  compared to the same period in 1997  primarily due to the
continued  effect of the shift to an indirect sales model,  resulting in savings
in compensation, facilities and depreciation costs. These savings were partially
offset  by the  cost of  marketing  programs.  Marketing  and  selling  expenses
decreased as a percentage  of net revenues to 25.5% in the first quarter of 1998
from 26.1% for the same period in 1997.  This  decrease was primarily due to the
decrease in marketing and selling expenses with relatively flat revenues.

General and Administrative

General and  administrative  expenses increased by $776,000 (13.4%) in the first
quarter of 1998  compared to the same period in 1997.  This  increase in general
and  administrative  expenses was primarily  due to higher  compensation-related
costs as  compared  to the first  quarter of 1997.  General  and  administrative
expenses  increased as a percentage of net revenues to 6.1% in the first quarter
of 1998 from 5.4% for the same period in 1997  primarily  due to the increase in
general and administrative expenses with relatively flat revenues.

Interest and Other Income, Net

Interest and other  income,  net consists  primarily of interest  income,  other
income  and  interest  expense.  Interest  and other  income,  net for the first
quarter in 1998  increased  $1.3 million as compared to the same period in 1997.
This  increase in interest and other  income,  net was  primarily  due to higher
investment balances.

Provision for Income Taxes

The Company's effective tax rate was 31% for the first quarter of 1998, compared
to 35% for the same  quarter  in 1997.  The  1998  effective  tax rate of 31% is
different from the Federal  statutory rate of 35% due primarily to the Company's
foreign subsidiaries,  which are taxed in the aggregate at a lower rate, and the
U.S. Federal Research Tax Credit.


LIQUIDITY AND CAPITAL RESOURCES

The Company has funded its  operations  to date  through both private and public
sales of equity securities as well as through cash flows from operations.  As of
March 31, 1998, the Company's principal sources of liquidity included cash, cash
equivalents and marketable securities totaling approximately $198.6 million.

The Company's operating  activities generated cash of $18.1 million in the first
quarter of 1998 compared to $35.8 million in the first quarter of 1997. Cash was
generated during the first quarter of 1998 primarily from net income, as well as
from  collections  of  accounts  receivable  offset  by a  decrease  in  accrued
expenses.  In the first  quarter  of 1997,  cash was  generated  primarily  from
collections of accounts receivable and reductions in inventory.

The Company  purchased  $5.9 million of property and  equipment and other assets
during the first quarter of 1998, compared to $3.9 million in the same period in
1997. These purchases included primarily hardware and software for the Company's
information   systems  and  equipment  to  support   research  and   development
activities.

The Company has an unsecured line of credit with a group of banks which provides
for up to $35.0  million  in  revolving  credit.  The line of  credit  agreement
expires on June 30, 1998. Under the terms of the agreement, the Company must pay
an annual  commitment  fee of 1/4% of the average  daily  unused  portion of the
facility,  payable  quarterly  in  arrears.  The  Company  has two loan  options
available  under the agreement:  the Base Rate Loan and the LIBOR Rate Loan. The
interest rates to be paid on the  outstanding  borrowings for each loan annually
are equal to the Base Rate or LIBOR plus 1.25%, respectively.  Additionally, the
Company  is  required  to  maintain  certain  financial  ratios  and is bound by
covenants over the life of the agreement, including a restriction on the payment
of dividends.  The Company had no  borrowings  against this facility as of March
31,  1998.  The  Company  believes  existing  cash  and  marketable  securities,
internally  generated funds and available  borrowings under its bank credit line
will be sufficient to meet the Company's cash  requirements,  including  capital
expenditures,  at  least  through  the end of 1998.  In the  event  the  Company
requires  additional  financing,  the Company  believes that it would be able to
obtain  such  financing;  however,  there can be no  assurance  that it would be
successful  in  doing  so,  or that it could  do so on  terms  favorable  to the
Company.

On October 23, 1997 and February 5, 1998,  the Company  announced that the Board
of  Directors  authorized  the  repurchase  of up to 1.0 million and 1.5 million
shares, respectively,  of the Company's common stock. Purchases have and will be
made in the open market or in privately negotiated transactions. The Company has
used and will  continue to use any  repurchased  shares for its  employee  stock
plans.  As of December  31,  1997,  the Company had  repurchased  a total of 1.0
million shares at a cost of  approximately  $28.8 million,  which  completed the
program announced in October.  As of March 31, 1998, the Company had repurchased
approximately 180,000 shares at a cost of approximately $6.0 million,  under the
program announced during February.


CERTAIN FACTORS THAT MAY AFFECT FUTURE RESULTS

A number of uncertainties exist that could affect the Company's future operating
results, including, without limitation, the following:

The Company's gross margin has fluctuated,  and may continue to fluctuate, based
on  factors  such as the mix of  products  sold,  cost  and  the  proportion  of
third-party   hardware  included  in  the  systems  sold  by  the  Company,  the
distribution channels through which products are sold, the timing of new product
introductions,  the offering of product and platform  upgrades,  price discounts
and other sales promotion programs,  the volume of sales of aftermarket hardware
products,  the costs of swapping or fixing products  released to the market with
errors or flaws, provisions for inventory obsolescence,  allocations of overhead
costs to  manufacturing  and customer  support costs to cost of goods,  sales of
third-party  computer hardware to its distributors,  and competitive pressure on
selling  prices  of  products.  The  Company's  systems  and  software  products
typically have higher gross margins than storage  devices and product  upgrades.
Gross  profit  varies  from  product  to  product  depending  primarily  on  the
proportion  and cost of  third-party  hardware  included  in each  product.  The
Company,  from time to time, adds functionality and features to its systems.  If
such  additions  are  accomplished  through  the use of  more,  or more  costly,
third-party  hardware,  and if the Company  does not  increase the price of such
systems to offset these  increased  costs,  the Company's  gross margins on such
systems would be adversely affected.  In addition,  in 1997 and during the first
quarter of 1998,  the  Company  installed  server-based,  all-digital  broadcast
newsroom  systems at certain  customer  sites.  Some of these  systems have been
accepted by customers,  and the  resulting  revenues and  associated  costs were
recognized by the Company. Others of these systems have not yet been accepted by
customers.  The  Company  believes  that such  installations,  when and if fully
recognized as revenue on customer acceptance,  will be profitable.  However, the
Company is unable to determine whether and when the systems will be accepted. In
any  event,  the  Company  believes  that,  because  of the high  proportion  of
third-party hardware,  including computers and storage devices, included in such
systems,  the gross  margins on such sales will be lower than the gross  margins
generally on the Company's other systems.

The Company has shifted an increasing  proportion of its sales through  indirect
channels  such as  distributors  and  resellers.  The majority of the  Company's
product  sales to the  broadcast  industry,  however,  continues to be sold on a
direct basis.  The Company  believes the overall shift to indirect  channels has
resulted in an increase in the number of software and circuit  board "kits" sold
through indirect channels in comparison with turnkey systems consisting of CPUs,
monitors,  and peripheral devices,  including  accompanying software and circuit
boards,  sold by the  Company  through  its  direct  sales  force to  customers.
Resellers  and  distributors  typically  purchase  software  and "kits" from the
Company  and other  turnkey  components  from other  vendor  sources in order to
produce  complete  systems  for  resale.  Therefore,  to the extent the  Company
increases its sales through indirect channels, its revenue per unit sale will be
less  than it would  have  been had the same  sale  been  made  directly  by the
Company.  In the event the Company is unable to increase  the volume of sales in
order to offset  this  decrease  in revenue per sale or is unable to continue to
reduce  its  costs  associated  with  such  sales,  profits  could be  adversely
affected.

The Company's  operating  expense levels are based, in part, on its expectations
of future revenues.  In recent quarters more than 45% of the Company's  revenues
for the quarter have been  recorded in the third month of the quarter.  Further,
in many cases,  quarterly  operating expense levels cannot be reduced rapidly in
the event that  quarterly  revenue  levels fail to meet  internal  expectations.
Therefore,  if quarterly revenue levels fail to meet internal  expectations upon
which  expense  levels are  based,  the  Company's  operating  results  would be
adversely  affected and there can be no assurance that the Company would be able
to operate profitably. Reductions of certain operating expenses, if incurred, in
the face of lower than expected revenues could involve material one-time charges
associated with  reductions in headcount,  trimming  product lines,  eliminating
facilities and offices, and writing off certain assets.

The Company has  significant  deferred  tax assets in the  accompanying  balance
sheets.  The deferred  tax assets  reflect the net tax effects of tax credit and
operating  loss  carryforwards  and temporary  differences  between the carrying
amounts of assets and  liabilities  for  financial  reporting  purposes  and the
amounts  used for income tax  purposes.  Although  realization  is not  assured,
management  believes  it is more likely  than not that all of the  deferred  tax
asset  will be  realized.  The  amount  of the  deferred  tax  asset  considered
realizable,  however,  could be reduced in the near term if  estimates of future
taxable income are reduced.

The  Company  has  expanded  its  product  line to  address  the  digital  media
production needs of the television broadcast news market,  online film and video
finishing  market and the  emerging  market  for  multimedia  production  tools,
including  the  corporate  user market.  The Company has limited  experience  in
serving these  markets,  and there can be no assurance  that the Company will be
able to develop such  products  successfully,  that such  products  will achieve
widespread  customer  acceptance,  or that the  Company  will be able to develop
distribution and support channels to serve these markets. A significant  portion
of the Company's  future growth will depend on customer  acceptance in these and
other new markets.  Any failure of such products to achieve  market  acceptance,
additional  costs  and  expenses  incurred  by the  Company  to  improve  market
acceptance  of  such  products  and to  develop  new  distribution  and  support
channels,  or the withdrawal  from the market of such products or of the Company
from such new  markets  could have a material  adverse  effect on the  Company's
business and results of operations.

The Company has from time to time developed new products,  or upgraded  existing
products  that  incorporate  advances  in  enabling  technologies.  The  Company
believes  that  further  advances  will  occur  in such  enabling  technologies,
including   microprocessors,    computers,    operating   systems,    networking
technologies, bus architectures, storage devices, and digital media formats. The
Company  may be  required,  based on market  demand or the  decision  of certain
suppliers,  to end the  manufacturing  of  certain  products  based  on  earlier
generations  of  technology,  to upgrade  existing  products  or  develop  other
products that incorporate  these further  advances.  In particular,  the Company
believes that it will be necessary to develop additional  products which operate
using Intel  Architecture  ("IA")-based  computers  and the Windows NT operating
system.  There can be no assurance that  customers  will not defer  purchases of
existing  Apple-based  products  in  anticipation  of the release of IA-based or
NT-based products,  that the Company will be successful in developing additional
IA-based,  NT-based  or  other  new  products  or that  they  will  gain  market
acceptance,  if  developed.  Any  deferral by customers of purchases of existing
Apple-based  products or any failure by the Company to develop such new products
in a timely  way or to gain  market  acceptance  for them  could have a material
adverse effect on the Company's business and results of operations.

The Company's  products operate primarily only on Apple computers.  There can be
no assurance that customers will not delay purchases of Apple-based products, or
purchase  competitors'  products based on non-Apple  computers,  that Apple will
continue to develop and manufacture products suitable for the Company's existing
and future markets or that the Company will be able to secure an adequate supply
of Apple computers, the occurrence of any of which could have a material adverse
effect on the Company's business and results of operations.

The  Company is also  dependent  on a number of other  suppliers  as sole source
vendors of certain other key  components  of its products and systems.  Products
purchased by the Company from sole source vendors  include  computers from Apple
and SGI; video compression chips  manufactured by C-Cube  Microsystems;  a small
computer systems interface ("SCSI") accelerator board from ATTO Technology; a 3D
digital  video  effects  board  from  Pinnacle  Systems;   application  specific
integrated  circuits  ("ASICS") from AMI, Atmel,  and LSI Logic;  digital signal
processing  integrated  circuit from Motorola;  and a fibre channel adapter card
from Adaptec.  The Company  purchases these sole source  components  pursuant to
purchase orders placed from time to time. The Company also manufactures  certain
circuit boards under license from  Truevision,  Inc. The Company  generally does
not carry  significant  inventories  of these sole source  components and has no
guaranteed  supply  arrangements.  No  assurance  can be given that sole  source
suppliers  will devote the  resources  necessary to support the  enhancement  or
continued  availability  of such  components  or that any such supplier will not
encounter technical,  operating or financial difficulties that might imperil the
Company's supply of such sole source components. While the Company believes that
alternative sources of supply for sole source components could be developed,  or
systems redesigned to permit the use of alternative components, its business and
results of operations  would be  materially  affected if it were to encounter an
untimely or extended interruption in its sources of supply.

The markets for digital  media  editing  and  production  systems are  intensely
competitive and subject to rapid change. The Company  encounters  competition in
the  video  and  film  editing  and  effects,   digital  news  production,   and
professional  audio  markets.  Many  current and  potential  competitors  of the
Company have substantially greater financial, technical, distribution,  support,
and  marketing  resources  than the  Company.  Such  competitors  may use  these
resources  to lower  their  product  costs  and thus be able to lower  prices to
levels  at which  the  Company  could  not  operate  profitably.  Further,  such
competitors may be able to develop  products  comparable or superior to those of
the  Company or adapt more  quickly  than the  Company  to new  technologies  or
evolving customer requirements.  Accordingly, there can be no assurance that the
Company will be able to compete effectively in its target markets or that future
competition will not adversely affect its business and results of operations.

A significant portion of the Company's business is conducted in currencies other
than the U.S. dollar.  Changes in the value of major foreign currencies relative
to the  value of the U.S.  dollar,  therefore,  could  adversely  affect  future
revenues and  operating  results.  The Company  attempts to reduce the impact of
currency  fluctuations on results through the use of forward exchange  contracts
that hedge foreign currency-denominated  intercompany net receivables or payable
balances.  The Company  has  generally  not hedged  transactions  with  external
parties, although it periodically re-evaluates its hedging practices.

The Company is  involved  in various  legal  proceedings,  including  patent and
securities litigation;  an adverse resolution of any such proceedings could have
a material  adverse effect on the Company's  business and results of operations.
See Note 6 to Condensed  Consolidated  Financial Statements,  and ITEM 3, "Legal
Proceedings",  of the  Company's  annual  report or Form 10-K for the year ended
December 31, 1997.

The Company recognizes that it must ensure that its products and operations will
not be adversely impacted by year 2000 software failures (the "Year 2000 issue")
which can arise in time-sensitive software applications which utilize a field of
two digits to define the  applicable  year. In such  applications,  a date using
"00" as the year may be  recognized  as the year 1900 rather than the year 2000.
In general,  the Company  expects to resolve  Year 2000 issues  through  planned
replacement  or  upgrades.  In  addition,  the  Company  expects  that any costs
incurred  to  modify  its  internal  systems  will  not  be  material.  Although
management  does not expect  Year 2000  issues to have a material  impact on its
business or future results of  operations,  there can be no assurance that there
will  not  be  interruptions  of  operations  or  other  limitations  of  system
functionality or that the Company will not incur significant costs to avoid such
interruptions or limitations.



PART II.    OTHER INFORMATION
ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K


 (a)  EXHIBITS

      27          Financial Data Schedule


(b)  REPORTS ON FORM 8-K.  For the fiscal  quarter  ended  March 31,  1998,  the
Company filed no Current Reports on Form 8-K.



<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.

                                         Avid Technology, Inc.


      Date: May 13, 1998                By:/s/ William L. Flaherty
                                           ---------------------------
                                           William L. Flaherty               
                                           Senior Vice President of
                                           Finance, Chief Financial Officer   
                                           and Treasurer 
                                          (Principal Financial Officer)

                                      
                                           



<PAGE>



                                  EXHIBIT INDEX



EXHIBIT NO.                   DESCRIPTION         

27                  Financial Data Schedule



<TABLE> <S> <C>


<ARTICLE>                     5
<LEGEND>
THIS  SCHEDULE  CONTAINS  SUMMARY  INFORMATION   EXTRACTED  FROM  THE  CONDENSED
CONSOLIDATED BALANCE SHEETS ON THE FORM 10-Q FOR THE PERIOD ENDED MARCH 31, 1998
AND THE CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AS FILED ON FORM 10-Q FOR
THE PERIOD ENDED MARCH 31, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER>                                   1,000
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                              DEC-31-1998
<PERIOD-START>                                 JAN-01-1998
<PERIOD-END>                                   MAR-31-1998
<CASH>                                          97,160
<SECURITIES>                                   101,406
<RECEIVABLES>                                   74,751
<ALLOWANCES>                                     7,228
<INVENTORY>                                     10,906
<CURRENT-ASSETS>                               302,647
<PP&E>                                         101,957
<DEPRECIATION>                                  64,727
<TOTAL-ASSETS>                                 357,551
<CURRENT-LIABILITIES>                          106,985
<BONDS>                                              0
                                0
                                          0
<COMMON>                                           240
<OTHER-SE>                                     250,134
<TOTAL-LIABILITY-AND-EQUITY>                   357,551
<SALES>                                        108,742
<TOTAL-REVENUES>                               108,742
<CGS>                                           45,527
<TOTAL-COSTS>                                   45,527
<OTHER-EXPENSES>                                54,585
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                 11,166
<INCOME-TAX>                                     3,461
<INCOME-CONTINUING>                              7,705
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     7,705
<EPS-PRIMARY>                                     0.34
<EPS-DILUTED>                                     0.31
        


</TABLE>


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