QUICKTURN DESIGN SYSTEMS INC
10-Q, 1996-11-12
INSTRUMENTS FOR MEAS & TESTING OF ELECTRICITY & ELEC SIGNALS
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<PAGE>

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

                                    FORM 10-Q
              (Mark One)
                                                                
              [X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                                                                
                For the quarterly period ended September 30, 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:  0-22738
                                                                
                         QUICKTURN  DESIGN SYSTEMS, INC.
             (Exact name of registrant as specified in its charter)
                                                                
           DELAWARE                                            77-0159619
(State or other jurisdiction of                            (I.R.S. Employer
 incorporation or organization)                            Identification No.)

               440 Clyde Avenue,  Mountain View,  California 94043
               (Address of principal executive offices) (zip code)
                                                                
       Registrant's telephone number, including area code:  (415) 967-3300
                                                                
                                    NO CHANGE
          -------------------------------------------------------------
          (Former name or former address, if changed since last report)
                                                                
         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 [   ]
 
As of November 1, 1996 there were 14,060,016 shares of the registrant's common 
stock outstanding.
                                                                
This quarterly report on Form 10-Q contains 14 pages, of which this is page 1.


<PAGE>

PART I. FINANCIAL INFORMATION
ITEM 1.  FINANCIAL STATEMENTS


                         QUICKTURN DESIGN SYSTEMS, INC.
                  CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                  (AMOUNTS IN THOUSANDS EXCEPT PER SHARE DATA)
                                   (UNAUDITED)

                                       Three Months Ended    Nine Months Ended
                                          September 30,         September 30,
                                       ------------------    ------------------
                                         1996       1995       1996       1995 
                                       -------    -------    -------    -------
Revenue                                $27,151    $21,200    $75,584    $58,800
Cost of revenue                          8,464      6,510     23,449     18,070
                                       -------    -------    -------    -------
    Gross profit                        18,687     14,690     52,135     40,730

Operating expenses:
    Research and development             4,837      3,872     13,322     10,712
    Sales and marketing                  7,987      6,512     22,625     18,435
    General and administrative           1,655      1,232      4,725      3,465
                                       -------    -------    -------    -------
    Total operating expenses            14,479     11,616     40,672     32,612

    Operating income                     4,208      3,074     11,463      8,118

Other income, net                          510        225      1,280        545
                                       -------    -------    -------    -------
    Net income before provision 
       for income taxes                  4,718      3,299     12,743      8,663

Provision for income taxes               1,555        825      4,199      2,166
                                       -------    -------    -------    -------
    Net income                         $ 3,163    $ 2,474    $ 8,544    $ 6,497
                                       -------    -------    -------    -------
                                       -------    -------    -------    -------
Net income per share                   $  0.21    $  0.17    $  0.57    $  0.45
                                       -------    -------    -------    -------
                                       -------    -------    -------    -------
Shares used in per share calculations   15,228     14,741     15,077     14,561
                                       -------    -------    -------    -------
                                       -------    -------    -------    -------

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


                                     - 2 -
<PAGE>

                         QUICKTURN DESIGN SYSTEMS, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                   (AMOUNTS IN THOUSANDS EXCEPT PER SHARE DATA)

                                                     September 30,  December 31,
                                                          1996          1995
                                                     -------------  ------------
ASSETS                                                (unaudited)
  Current assets
     Cash and cash equivalents                          $ 26,016       $17,216
     Marketable securities                                13,678        14,181
     Accounts receivable, net of allowance for doubtful
       accounts of $1,840 in 1996 and 1995                19,114        20,706
     Inventories                                          10,059         7,805
     Prepaid expenses and other current assets             7,547         7,285
                                                        --------       -------
        Total current assets                              76,414        67,193

  Marketable securities                                   10,810         9,110
  Fixed assets, net                                       11,814        13,003
  Other assets                                             4,700         3,478
                                                        --------       -------
                                                        $103,738       $92,784
                                                        --------       -------
                                                        --------       -------
LIABILITIES 
  Current liabilities
     Note payable to stockholder                        $    600       $   600
     Capital lease obligations                             1,993         2,801
     Accounts payable                                      1,159           869
     Accrued liabilities                                  13,538        15,847
     Deferred revenue                                      8,380         3,538
                                                        --------       -------
        Total current liabilities                         25,670        23,655

  Note payable to stockholder                                600         1,200
  Capital lease obligations, less current portion            837         2,302
                                                        --------       -------
                                                          27,107        27,157
STOCKHOLDERS' EQUITY
  Common stock, $.001 par value:
    Authorized:  20,000,000 shares
    Issued and outstanding: 14,047,105 shares
    in 1996; 13,596,060 shares in 1995                        14            14
  Additional paid-in capital                              74,129        71,507
  Unrealized holding gain (loss) on marketable
    securities                                               (60)          102
  Retained earnings (accumulated deficit)                  2,548        (5,996)
                                                        --------       -------
        Total stockholders' equity                        76,631        65,627
                                                        --------       -------
                                                        $103,738       $92,784
                                                        --------       -------
                                                        --------       -------

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

                                     - 3 -
<PAGE>

                         QUICKTURN DESIGN SYSTEMS, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (AMOUNTS IN THOUSANDS)
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                                          Nine Months Ended
                                                                             September 30,
                                                                          -----------------
                                                                           1996         1995
                                                                        --------      --------
<S>                                                                     <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income                                                              $  8,544      $  6,497
Adjustments to reconcile net income to net cash
  provided by operating activities:
  Depreciation and amortization                                            5,859         5,737
  Provision for doubtful accounts                                            ---           198
  Write down of inventories                                                  594           244

Changes in current assets and liabilities:
  Accounts receivable                                                      1,592        (4,073)
  Inventories                                                             (2,848)         (568)
  Prepaid expenses and other current assets                                 (262)         (190)
  Accounts payable and accrued liabilities                                (2,019)       (2,673)
  Deferred revenue                                                         4,842           722
                                                                        --------      --------
       Net cash provided by operating activities                          16,302         5,894
                                                                        --------      --------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Acquisition of fixed assets                                             (4,388)       (5,241)
  Sale of marketable securities                                           24,303        24,663
  Purchase of marketable securities                                      (25,662)      (21,785)
  Increase in other assets                                                (1,504)         (668)
                                                                        --------      --------
       Net cash used in investing activities                              (7,251)       (3,031)
                                                                        --------      --------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from equipment financing                                          ---         1,500
  Payment of note payable to stockholder                                    (600)          --- 
  Payments of capital lease obligations                                   (2,273)       (2,727)
  Proceeds from stock issuances                                            2,622         2,024
                                                                        --------      --------
       Net cash provided by (used in) financing activities                  (251)          797
                                                                        --------      --------
Net increase in cash and cash equivalents                                  8,800         3,660
Cash and cash equivalents at beginning of period                          17,216         6,897
                                                                        --------      --------
Cash and cash equivalents at end of period                              $ 26,016      $ 10,557
                                                                        --------      --------
                                                                        --------      --------
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
  Cash paid during the period for:
     Interest                                                           $    346      $    432
     Income taxes                                                       $  4,607      $    587
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES:
  Increase (decrease) in unrealized holding loss
       on marketable securities                                         $    162      $   (376)
  Additions to fixed assets through capital lease obligations           $    ---      $  1,763
</TABLE>


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


                                     - 4 -
<PAGE>

                         QUICKTURN DESIGN SYSTEMS, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1.  The condensed consolidated financial statements are unaudited (except for 
the balance sheet information as of December 31, 1995, which is derived from 
the Company's audited financial statements) and reflect all adjustments 
(consisting only of normal recurring adjustments) which are, in the opinion of 
management, necessary for a fair presentation of the financial position and 
operating results for the interim periods. The condensed consolidated financial 
statements should be read in conjunction with the consolidated financial 
statements and notes thereto, together with management's discussion and 
analysis of financial condition and results of operations, contained in the 
Company's 1995 Annual Report to Stockholders. The results of operations for the 
nine months ended September 30, 1996 are not necessarily indicative of the 
results for the entire fiscal year ending December 31, 1996, or any future 
interim period.

2.  Fiscal year-end:  For purposes of presentation, the Company has indicated 
that its fiscal year ends on December 31, although the Company operates on a 
52-week or 53-week fiscal year, ending on the last Sunday in December. 

3.  Inventories comprise:  (in thousands)     September 30,    December 31,
                                                  1996             1995
                                              -------------    ------------
                                               (unaudited)

Raw materials                                    $ 3,130          $5,819
Work in process                                    6,929           1,986
                                                 -------          ------
                                                 $10,059          $7,805
                                                 -------          ------
                                                 -------          ------

4.  Reclassification:  Certain prior year amounts have been reclassified to 
conform to the current year presentation.

                                     - 5 -
<PAGE>

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

RESULTS OF OPERATIONS

REVENUE:
The Company's 1996 third quarter revenue of $27.2 million represented a 28% 
increase over the third quarter revenue in the prior fiscal year and was a 7% 
increase over revenue in the prior quarter. Revenue for the first nine months 
of 1996 was $75.6 million, which was a 29% increase over the revenue of the 
first nine months of the prior year. The revenue increase in each of the 
three and nine month periods was primarily attributable to shipments of more 
emulation capacity. International sales accounted for approximately 22% and 
35% of total revenue in the third quarters of the current and prior fiscal 
years, respectively. The decrease in international sales in the third 
quarter of 1996 compared to the third quarter of 1995 was primarily a 
normalizing effect, resulting from above normal international shipments in 
the first and second quarters of 1996. For the first nine months of both the 
current and prior fiscal years, international sales were approximately 35% of 
the total revenue. Many of the Company's customers order on an as-needed 
basis and often delay delivery of firm purchase orders until commencement 
dates of such customers' development projects are determined. Moreover, a 
significant portion of the Company's revenue in each quarter generally 
results from shipments in the last few weeks of the quarter; therefore, a 
delay in the shipment of a few orders can have a significant impact upon 
revenue and results of operations in a given quarter.

A relatively limited number of customers have historically accounted for a 
substantial portion of the Company's revenue. These customers represent early 
adopters of emulation technology, typically for the design of complex 
integrated circuits. In particular, the Company's top ten customers 
represented 57% and 67% of revenue in the third quarters of 1996 and 1995, 
respectively. In the first nine months of 1996 and 1995, the top ten 
customers represented approximately 50% and 53% of total revenue, 
respectively. The Company expects that sales of its products to a relatively 
limited number of customers will continue to account for a high percentage of 
revenue for the foreseeable future. The loss of a major customer or any 
reduction in orders by such a customer could have an adverse effect on the 
Company's financial condition or results of operations. 

The Company believes that in the future its results of operations in a 
quarterly period could be impacted by the timing of customer development 
projects and related purchase orders for the Company's emulation systems, new 
product announcements and releases by the Company, and economic conditions 
generally and in the electronics industry specifically.

GROSS MARGINS:
Gross margins were 69% in the third quarter of both the current year and the 
prior year, and were also 69% in the prior quarter. The Company was able to 
maintain its gross margins primarily due to a sufficiently large revenue base 
over which to spread fixed costs, and to continued manufacturing 
efficiencies, somewhat offset by a decreasing average price per logic gate. 
The Company expects competitive pressures to increase in its market from 
existing companies and new entrants, which among other things could 
accelerate the trend of such decreasing average price per logic gate. 
Accordingly, there can be no assurance that the Company will be able to 
sustain its recent gross margins. Furthermore, to the extent that the 
Company's cost reduction goals are achieved, any resulting cost savings that 
are passed on to the Company's customers may also have an adverse effect on 
gross margins.


                                     - 6 -
<PAGE>

RESEARCH AND DEVELOPMENT:
Research and development expenses increased by 25% in the third quarter of 
1996 compared to the third quarter of the previous year. This increase was 
primarily attributable to increased staffing and equipment costs necessary to 
enhance current products and research and development activities for the next 
generation emulation products. As a percentage of revenue, research and 
development expenses were approximately 18% for both the third quarters of 
the current and prior fiscal years, and were approximately 18% for both the 
first nine months of the current and prior years. To maintain growth and 
market leadership in emulation technology, the Company expects to continue to 
invest a significant amount of its resources in research and development.

SALES AND MARKETING:
Sales and marketing expenses increased by 23% in the third quarter of 1996 
compared to the third quarter of the previous year. For the first nine months 
of 1996, sales and marketing expenses increased by 23% compared to the first 
nine months of the prior year. The increase in each of the three and nine 
month periods was largely due to headcount increases to support both domestic 
and foreign markets. As a percentage of revenue, sales and marketing expenses 
were approximately 29% and 31% in the third quarter of the current year and 
the prior year, respectively, and were approximately 30% and 31% in the first 
nine months of the current year and prior year, respectively. The Company 
expects that sales and marketing expenses will continue to increase in 
absolute dollar amounts as the Company expands its sales and marketing 
efforts.

GENERAL AND ADMINSTRATIVE:
General and administrative expenses increased by 34% in the third quarter of 
1996 compared to the third quarter of the previous year. For the first nine 
months of 1996, general and administrative expenses increased by 36% compared 
to the first nine months of the prior year. This increase in each of the 
three and nine month periods was largely due to increased legal costs related 
to a patent infringement lawsuit filed by the Company in January 1996. See 
Part II., Item 1. Legal Proceedings. As a percentage of revenue, general and 
administrative expenses were approximately 6% in both the third quarter of 
the current year and the prior year, and also were approximately 6% in both 
the first nine months of the current and prior fiscal years.

OTHER INCOME, NET: 
Other income, net, increased by $285,000 and $735,000 in the third quarter 
and first nine months of 1996, respectively, over the same periods in 1995 
due primarily to decreased interest expenses associated with maturing lease 
lines used for the purchase of certain fixed assets, and an increase in 
interest income associated with a greater average quarterly balance of cash 
and cash equivalents and marketable securities.

PROVISION FOR INCOME TAXES:
The effective tax rates of 33% for the three and nine month periods ended 
September 30, 1996 and 25% for the three and nine month periods ended 
September 30, 1995 are lower than the statutory federal rate of 35% primarily 
because of federal and state general business credits, interest income on 
investments in tax-exempt obligations and benefit from foreign sales 
corporation for the period ended September 30, 1996 and utilization of net 
operating losses for the period ended September 30, 1995.
        
NET INCOME AND QUARTERLY RESULTS
Net income increased by 28% to $3.2 million in the third quarter of 1996 
compared to the third quarter of 1995. Net income for the first nine months 
of 1996 was $8.5 million which was a 32% increase over net income of $6.5 
million in the first nine months of the prior year. This increase in each of 
the three and nine month periods was due primarily to an increase in revenue, 
partially offset by increased operating expenses and increased taxes. 


                                     - 7 -
<PAGE>

FACTORS THAT MAY AFFECT FUTURE RESULTS AND FINANCIAL CONDITION

COMPETITION:
The EDA industry is highly competitive and rapidly changing. The Company has 
begun to face significant competition for emulation-based system-level 
verification, in addition to competition from traditional design verification 
methodologies which rely on the approach of building and then testing 
complete system prototypes. Because of customers' requirements for a design 
verification methodology which reduces the number of costly design iterations 
and improves product quality, the Company expects competition in the market 
for system-level verification to increase as other companies attempt to 
introduce emulation products and product enhancements. Moreover, the Company 
expects to compete with companies which have significantly greater financial, 
technical and marketing resources, greater name recognition and larger 
installed bases than the Company. In addition, many of these competitors have 
established relationships with current and potential customers of the 
Company. Increased competition could result in price reductions, reduced 
margins and loss of market share, all of which could materially adversely 
affect the Company. The Company believes that the principal competitive 
factors in the EDA market are quality of results, the mission-critical nature 
of the technology, technical support, product performance, reputation, price 
and support of industry standards. The Company believes that it currently 
competes favorably with respect to these factors. However, there can be no 
assurance that the Company will be able to compete successfully against 
current and future competitors or that competitive pressures faced by the 
Company will not materially adversely affect its business, operating results 
and financial condition.

In addition, competitors may resort to litigation as a means of competition. 
Such litigation may result in substantial costs to the Company and 
significant diversion of management time. In 1995, Mentor Graphics 
Corporation, ("Mentor") filed suit against the Company for declaratory 
judgment of noninfringement, invalidity and unenforceability of several of 
the Company's patents. Six of the Company's patents are now involved in the 
dispute and the Company has filed counterclaims against Mentor and Mentor's 
French subsidiary, Meta Systems ("Meta") for infringement and threatened 
infringement of those six patents. Furthermore, in January 1996, the Company 
filed a complaint with the International Trade Commission, seeking to stop 
unfair importation of hardware logic emulation systems manufactured by Meta 
on the grounds that such systems infringe the Company's patents. See Part II, 
Item 1. Legal Proceedings. Although patent and intellectual property disputes 
in the EDA industry are often settled through licensing, cross-licensing or 
similar arrangements, costs associated with such litigation and arrangements 
may be substantial.

OTHER FACTORS:
Other factors which could adversely affect the Company's quarterly operating 
results in the future include efficiencies as they relate to managing 
inventories and fixed assets, the timing of expenditures in anticipation of 
increased sales, customer product delivery requirements and shortages of 
components or labor. Moreover, as a significant portion of the Company's 
revenue and net income may come from international operations, fluctuations 
of the U.S. dollar against foreign currencies and the seasonality of 
European, Far Eastern and other international markets could impact the 
Company's results of operation and financial condition in a particular 
quarter.

Due to the factors above, the Company's future earnings and stock price may 
be subject to significant volatility, particularly on a quarterly basis. Any 
shortfall in revenue or earnings from levels expected by securities analysts 
has had and could in the future have an immediate and significant adverse 
effect on the trading price of the Company's common stock. Additionally, the 
Company may not learn of such shortfalls until late in a fiscal quarter, 
which could result in an even more immediate and adverse effect on the 
trading price of the Company's common stock.


                                     - 8 -
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES:
Cash and cash equivalents increased by $8.8 million from December 31, 1995 to 
September 30, 1996. Net cash provided by operations was $16.3 million, due 
primarily to net income of $8.5 million, increased deferred revenue of $4.8 
million and depreciation and amortization of $5.9 million, partially offset 
by $2.8 million of increased inventories. Net cash used in investments was 
$7.3 million due primarily to purchases of marketable securities of $25.7 
million and increased fixed assets of $4.4 million, partially offset by sales 
of marketable securities of $24.3 million. Net cash used in financing 
activities was $251,000 due to payments of capital lease obligations of $2.3 
million and payment of note payable to shareholder of $600,000, offset by 
proceeds from stock issuances of $2.6 million. 

The Company believes that its current liquidity, together with its existing 
credit facility and the cash flows expected to be generated by operations 
will be sufficient to meet its cash needs for working capital, capital 
expenditures and marketing expansion through at least 1997. Thereafter, if 
cash generated from operations is insufficient to satisfy the Company's 
liquidity requirements, the Company may sell additional equity or debt 
securities or obtain additional credit facilities.


                                     - 9 -
<PAGE>

PART II.  OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

In January 1995, the Company and certain of its officers and directors were 
named in a securities class action filed in the United States District Court 
for the Northern District of California. The complaint seeks unspecified 
damages and related fees and costs. In September 1995, the Court dismissed 
with prejudice all claims against several defendants, including the Company's 
outside directors. The Court also dismissed with prejudice many of the 
allegations and claims asserted against the Company and certain of its 
officers. While the Company believes that it has meritorious defenses to the 
claims remaining in the action, the Company has reached an agreement in 
principle with plaintiff's counsel to settle this action in order to conserve 
legal expenses and management resources. This agreement in principle is 
subject to completion of a formal settlement agreement with plaintiffs, as 
well as preliminary and final approval of that agreement by the Court. There 
can be no assurance that the Company will in fact succeed in completing the 
final settlement with the plaintiffs, or that the Court will ultimately 
approve any such settlement agreement. The Company's contribution to the 
contemplated settlement will not be material. In the event that the 
settlement is not completed and approved by the Court, the Company will 
continue to contest this action vigorously. While the outcome of the action 
in the absence of the comtemplated settlement cannot be predicted with 
certainty, management does not believe the outcome will have a material 
adverse impact on the Company's financial position or results of operations.

Additionally, in January 1996, the Company filed a complaint with the 
International Trade Commission in Washington, DC, seeking to stop unfair 
importation of logic emulation systems manufactured by Meta Systems of 
France, a subsidiary of Mentor Graphics Corporation. In the complaint, the 
Company alleges that Mentor's hardware logic emulation systems infringe the 
Company's patents. In July 1996, the ITC issued an Initial Determination 
granting a Temporary Exclusion Order stopping the importation of Mentor 
Graphic's emulation products into the U.S. The ITC Initial Determination 
included a Cease and Desist Order against all sales activities of the Mentor 
emulation products in the U.S. In August 1996, the ITC ratified the ITC 
court's Initial Determination. The Company is continuing its legal efforts 
with the ITC to obtain a Permanent Exclusion Order stopping the importation 
of Mentor's emulation products into the U.S. The Company also is engaged in a 
Federal District Court case involving six of the Company's patents. Mentor 
and Meta are seeking a declaratory judgment of noninfringement, invalidity 
and unenforceability of the patents in dispute, and the Company has filed 
counteractions against Mentor and Meta for infringement and threatened 
infringement of the six patents. Mentor has also claimed in this Federal 
District Court case that press releases issued by the Company were defamatory 
and interfered with Mentor's business advantage. Additionally, Aptix 
Corporation recently filed a suit against the Company alleging various 
violations of the antitrust laws and for unfair competition. The Company does 
not believe these claims are meritorious and plans to mount a vigorous 
defense against them. The outcome of these actions cannot be predicted with 
certainty.

The Company is engaged in certain other legal and administrative proceedings 
incidental to its normal business activities. While it is not possible to 
determine the ultimate outcome of these actions at this time, management 
believes that any liabilities resulting from such proceedings or claims which 
are pending or known to be threatened, will not have a material adverse 
effect on the Company's consolidated financial position or results of 
operations.


                                     - 10 -
<PAGE>

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits

     Exhibit 11.1:  Statement of computation of earnings per share.

     Exhibit   27:  Financial Data Schedule

(b)  No reports on Form 8-K were filed during the quarter ended September 30,
     1996.


                                     - 11 -
<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.


                                       QUICKTURN DESIGN SYSTEMS, INC.
                                       ------------------------------
                                                (Registrant)


Date:  November 8, 1996              By:     /s/ Raymond K. Ostby
     ----------------------------       ---------------------------------
                                                 Raymond K. Ostby,
                                   Vice-President, Finance and Administration,
                                      Chief Financial Officer and Secretary 
                                        (Principal Accounting Officer and 
                                             Duly Authorized Officer) 


                                     - 12 -


<PAGE>

                                                                    EXHIBIT 11.1

                        COMPUTATION OF EARNINGS PER SHARE
                   (AMOUNTS IN THOUSANDS EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
                                                    Three Months Ended      Nine Months Ended
                                                       September 30,          September 30,
                                                    ------------------     ------------------
                                                      1996      1995         1996      1995
                                                    -------    -------     -------    -------
<S>                                                 <C>        <C>         <C>        <C>
Weighted average shares outstanding:
    Common stock                                     13,909     13,366      13,754     13,246
    Common stock equivalents                          1,319      1,375       1,323      1,315
                                                    -------    -------     -------    -------
Weighted average common shares and equivalents       15,228     14,741      15,077     14,561
                                                    -------    -------     -------    -------
                                                    -------    -------     -------    -------
Net income                                          $ 3,163    $ 2,474     $ 8,544    $ 6,497
                                                    -------    -------     -------    -------
                                                    -------    -------     -------    -------
Net income per share (1)                            $  0.21    $  0.17     $  0.57    $  0.45
                                                    -------    -------     -------    -------
                                                    -------    -------     -------    -------
</TABLE>

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

(1)  There is no difference between primary and fully diluted net income per 
     share.


                                     - 13 -


<TABLE> <S> <C>

<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEET, CONSOLIDATED STATEMENT OF OPERATIONS AND
CONSOLIDATED STATEMENT OF CASH FLOWS INCLUDED IN THE COMPANY'S FORM 10-Q FOR THE
PERIOD ENDING SEPTEMBER 30, 1996, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               SEP-30-1996
<CASH>                                          26,016
<SECURITIES>                                    13,678
<RECEIVABLES>                                   20,954
<ALLOWANCES>                                     1,840
<INVENTORY>                                     10,059
<CURRENT-ASSETS>                                76,414
<PP&E>                                          31,198
<DEPRECIATION>                                  19,384
<TOTAL-ASSETS>                                 103,738
<CURRENT-LIABILITIES>                           25,670
<BONDS>                                              0
                                0
                                          0
<COMMON>                                            14
<OTHER-SE>                                      76,617
<TOTAL-LIABILITY-AND-EQUITY>                   103,738
<SALES>                                         75,584
<TOTAL-REVENUES>                                75,584
<CGS>                                           23,449
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