MAPINFO CORP
10-Q, 1997-02-14
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<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 DECEMBER 31, 1996
                             _____________________

                         Commission File Number 0-23078

                              MAPINFO CORPORATION
             (Exact name of registrant as specified in its charter)

                     NEW YORK                        06-1166630
           (State or other jurisdiction of       (I.R.S. Employer
           incorporation or organization)        Identification No.)

                                ONE GLOBAL VIEW
                              TROY, NEW YORK 12180
             (Address of principal executive offices and zip code)

       Registrant's telephone number, including area code: (518) 285-6000


     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 _____
                                   -----

The number of shares outstanding of the registrant's common stock, $.002 par
value per share, as of February 1, 1997 was 5,778,215.

===============================================================================
<PAGE>
 
                              MAPINFO CORPORATION

                                   FORM 10-Q

                    FOR THE QUARTER ENDED DECEMBER 31, 1996

                                     INDEX

<TABLE> 
<CAPTION>
PAGE
- ----
<S>       <C>                                                        <C> 
PART I.   FINANCIAL INFORMATION

ITEM 1.   Financial Statements: 

          Income Statements
          for the three months ended December 31, 1996 and 1995      1
 
          Balance Sheets
          as of December 31, 1996 and September 30, 1996             2
 
          Cash Flows Statements
          for the three months ended December 31, 1996 and 1995      3
 
          Notes to Financial Statements                              4
 
ITEM 2.   Management's Discussion and Analysis of Financial
          Condition and Results of Operations                        5

PART II.  OTHER INFORMATION

ITEM 6.   Exhibits and Reports on Form 8-K                           10

Signatures                                                           11
</TABLE> 
<PAGE>
 
PART I.  FINANCIAL INFORMATION
Item I.  Financial Statements

MAPINFO CORPORATION AND SUBSIDIARIES
INCOME STATEMENTS
(in thousands, except per share data)
(unaudited)

<TABLE>
<CAPTION>
                                             Three Months      
                                         Ended December 31,    
                                        ---------------------  
                                          1996         1995    
                                        --------     --------  
<S>                                     <C>          <C>      
Net revenues                            $ 10,095      $ 9,652  
                                        --------     --------
Cost of revenues                           2,151        1,936 
                                        --------     -------- 
Gross profit                               7,944        7,716 
                                        --------     -------- 
                                                              
Operating expenses:                                           
 Research and development                  2,085        1,490 
 Selling and marketing                     5,490        5,149 
 General and administrative                1,615        1,256 
                                        --------     -------- 
   Total operating expenses                9,190        7,895 
                                        --------     -------- 
Operating income(loss)                    (1,246)        (179)
                                                       
Other income(expense)- net                   114          373 
                                        --------     -------- 
Income before income taxes                (1,132)         194 
Income tax provision                        (238)          58 
                                        --------     -------- 
Net income (loss)                       $   (894)     $   136 
                                        ========     ======== 
Earnings per share                                             
 Primary                                $  (0.15)     $  0.02  
 Fully diluted                          $  (0.15)     $  0.02  
                                                        
Weighted average shares outstanding                     
 Primary                                   5,878        5,832   
 Fully diluted                             5,878        5,832    
 </TABLE>                              
                                       
See accompanying notes.                
<PAGE>
 
MAPINFO CORPORATION AND SUBSIDIARIES
BALANCE SHEETS
(in thousands)

<TABLE> 
<CAPTION> 
                                                  December 31,    September 30, 
                                                     1996             1996
                                                  ------------    ------------ 
                                                  (unaudited)                 
<S>                                               <C>             <C> 
ASSETS                    
Current Assets:
  Cash and cash equivalents                       $    23,557     $     27,104
  Short-term investments, at cost                       5,396            4,795
  Accounts receivable, less allowance of
    $1,209 and $1,249 at December 31,     
    and September 30, 1996, respectively                7,758            7,581
  Inventories - net                                      1,130            1,021
  Other current assets                                  1,429              844
  Income taxes receivable                                 100              260
  Deferred income taxes                                 1,084              845 
                                                  ------------    ------------ 
     Total current assets                              40,454           42,450 
Property and equipment - net                            4,657            4,685
Product development costs - net                         2,438            1,115
Deferred income taxes                                     385              385
Intangibles and other assets                              780              456
                                                  ------------    ------------ 
     Total assets                                 $    48,714     $     49,091
                                                  ============    ============ 
 
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
   Accounts payable                               $     1,632     $      1,751
   Accrued expenses                                     4,933            4,820
   Deferred revenue                                     1,990            1,451
   Income taxes payable                                   389              536 
                                                  ------------    ------------ 
     Total current liabilities                          8,944            8,558 
Other non-current liabilities                             128              138
                                                  ------------    ------------ 
     Total liabilities                                  9,072            8,696 
                                                  ------------    ------------  
Stockholders' Equity:
  Common stock, $0.002 par value                           12               12
  Paid in capital                                      29,828           29,824
  Retained earnings                                     9,653           10,547
  Translation adjustment                                  150               13 
                                                  ------------    ------------ 
                                                       39,643           40,396
Less treasury stock, at cost, 2 shares                      1                1  
                                                  ------------    ------------ 
     Total stockholders' equity                        39,642           40,395
                                                  ------------    ------------ 
     Total liabilities and stockholders' equity   $    48,714     $     49,091 
                                                  ============    ============ 
</TABLE>

See accompanying notes.
<PAGE>
 
MAPINFO CORPORATION AND SUBSIDIARIES
CASH FLOWS STATEMENTS
(in thousands)
(unaudited)

<TABLE> 
<CAPTION> 
                                                                    Three months ended December 31,
                                                                             1996          1995
                                                                           ---------     -------
<S>                                                                        <C>           <C>   
CASH FLOWS FROM (USED FOR) OPERATIONS                                                                     
  Net income                                                                  ($894)        $136
  Depreciation and amortization                                                 953          655
  Allowance for doubtful accounts, sales returns, and inventory                 (23)         588
  Provision for deferred income taxes                                          (239)            
Changes in operating assets and liabilities, net of acquisition: 
  Accounts receivable                                                            41          772 
  Inventories                                                                   (98)        (622)
  Other assets                                                                 (752)        (333)
  Current liabilities                                                           (40)          38 
  Deferred revenue                                                              524         (153)
                                                                           ---------     ------- 
     NET CASH FROM (USED FOR) OPERATIONS                                       (528)       1,081 
                                                                           ---------     ------- 
CASH FLOWS FROM (USED FOR)INVESTMENTS                                                                
  Additions to property and equipment                                          (668)      (1,219)
  Capitalized product development costs                                      (1,515)        (337)
  Short-term investments and other assets                                      (751)          79 
                                                                           ---------     -------  
     NET CASH FROM (USED FOR) INVESTMENTS                                    (2,934)      (1,477)
                                                                           ---------     ------- 
CASH FLOWS FROM (USED FOR) FINANCING                                                             
  Payments on notes payable, long-term debt and capital                                          
   leases                                                                       (76)         (51)
  Proceeds from exercise of options and ESPP stock                                               
   purchases                                                                      4           34  
                                                                           ---------     ------- 
     NET CASH FROM (USED FOR) FINANCING                                         (72)         (17)
                                                                           ---------     ------- 
EFFECT OF EXCHANGE RATE CHANGES ON CASH                                         (13)             
                                                                           ---------     ------- 
NET CHANGE IN CASH AND EQUIVALENTS                                           (3,547)        (413)
                                                                                                 
  Cash and equivalents, beginning of period                                  27,104       14,846 
                                                                           ---------     ------- 
  Cash and equivalents, end of period                                       $23,557      $14,433 
                                                                           =========     =======  
</TABLE> 

See accompanying notes.
<PAGE>
 
MAPINFO CORPORATION AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS
(Unaudited)

1.  BASIS OF PRESENTATION
In the opinion of management, the accompanying interim balance sheets and
related statements of income and cash flows include all adjustments (consisting
only of normal recurring items) necessary for their fair presentation. The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amount of revenues and expenses during the reporting period. Actual
results could differ from those estimates.

2.  EARNINGS PER SHARE
Earnings per share are computed using the weighted average number of common and
dilutive common equivalent shares outstanding during the period. Dilutive common
equivalent shares consist of stock options using the treasury stock method.

3. NEW ACCOUNTING STANDARDS
Statement of Financial Accounting Standards No. 121 - "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of" is
effective for fiscal years beginning after December 15, 1995. The Company
adopted this Statement on October 1, 1996. The adoption of this Statement did
not affect the Company's financial condition or results of operations. Statement
of Financial Accounting Standards No. 123 -"Accounting for Stock-Based
Compensation" is effective for fiscal years beginning after December 15, 1995.
The Company has elected to continue to apply APB Opinion No. 25 in accounting
for its stock-based compensation arrangements. The information for pro-forma
disclosure is presently not known.
  
<PAGE>
 
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

RESULTS OF OPERATIONS

OVERVIEW
MapInfo Corporation develops, manufactures, markets, licenses and supports
business mapping software and data products on a worldwide basis.  The Company's
products and services include software, application development tools,
geographic and demographic data products, consulting services, training and
technical support for personal computers, workstations, and servers.  The
Company has organized its operations into three principal operating units:  the
Americas (North, Central and South America), Europe and Asia Pacific.

REVENUES
Revenues of $10.1 million for the first quarter of fiscal 1997 increased 5% over
revenues of $9.7 million reported in the year earlier period. The increase in
net revenues in the first quarter was primarily attributable to increased unit
sales of the Company's software products in Europe and initial sales of
SpatialWare, which offset a decrease in sales in the Americas. SpatialWare is a
new product acquired from Unisys Corporation in October, 1996. In the Americas,
the decline in revenues in the first quarter was primarily attributable to
decreased sales of data products and lower consulting services revenue. Sales to
one distributor represented 7% of Company revenues in the first quarter of
fiscal 1997.
 
COST OF REVENUES, OPERATING EXPENSES, AND INCOME TAXES
Cost of revenues as a percentage of revenues increased from 20.1% of revenues in
the first quarter of fiscal 1996 to 21.3% of revenues in the first quarter of
fiscal 1997. As a result, the gross profit margin decreased from 79.9% in the
first quarter of fiscal 1996 to 78.7% in the first quarter of fiscal 1997. The
decline in gross profit margin in the first quarter was primarily attributable
to changes in the Company's revenue mix worldwide.

Research and development expenses increased 40% to $2.1 million or 20.7% of
revenues in the first quarter of fiscal 1997 from $1.5 million or 15.4% of
revenues in the corresponding period a year ago. The increase in research and
development expenses resulted from less capitalization of product development
costs in the first quarter of fiscal 1997, and product development activities
for MapX, SpatialWare, and ProServer, which are new product offerings that were
recently introduced. The $1.4 million purchase price paid in October, 1996 to
acquire SpatialWare technology from the Unisys corporation is included in 
capitalized product development costs at December 31, 1996.

Selling and marketing expenses increased 7% to $5.5 million in the first quarter
of fiscal 1997 from $5.1 million in the corresponding quarter of fiscal 1996. As
a percentage of revenues, selling and marketing expenses were 53.3% and 54.4% of
net revenues in the first quarters of fiscal 1996 and 1997, respectively. The
increase in selling and marketing expense in the first quarter was primarily
attributable to the marketing costs
<PAGE>
 
associated with the launch of MapX and SpatialWare and the expansion of sales
and  marketing activities in Europe.

General and administrative expenses of $1.6 million were 16.0% of revenues in
the first quarter of fiscal 1997 compared to $1.3 million or 13.0% of revenues
in the first quarter of fiscal 1996.  The increase in expenses reflects
increased compensation costs, relocation costs, higher professional fees, and
increased costs in Europe in support of revenue growth.

The effective income tax rate was 21% in the first quarter of fiscal 1997 
compared to 30% in the first quarter of fiscal 1996. The decline in the 
effective income tax rate was due to the increased portion of pre-tax income 
represented by tax-exempt investment income.

FINANCIAL CONDITION
The Company's cash and short term investments totaled $28.9 million at December
31, 1996, and represented 59% of total assets.  The portfolio was invested
primarily in short-term, liquid, tax-exempt securities.

MapInfo has no material long-term debt. The Company has a $20 million credit
facility with a bank that expires in December 1997. There were no outstanding
borrowings under this facility at December 31, 1996.

Cash used for operations was $0.5 million for the first quarter of fiscal 1997,
compared to cash generated from operations of $1.1 million in the first quarter
of fiscal 1996. Inventories increased from $1.0 million at December 31, 1996 to
$1.1 million at December 31, 1997. Cash used for investments of $2.9 million
included $668 thousand in purchases of property and equipment.

Management believes existing cash and short-term investments together with funds
generated from operations should be sufficient to meet the Company's operating
requirements for the next twelve months.

CERTAIN FACTORS THAT MAY AFFECT FUTURE RESULTS
This Quarterly Report on Form 10-Q contains forward-looking statements. For this
purpose, any statements contained herein that are not statements of historical
fact may be deemed to be forward-looking statements. Without limiting the
foregoing, the words "believes," "anticipates," "plans," "expects," and similar
expressions are intended to identify forward-looking statements. The following
important factors, among others, could cause actual results to differ materially
from those indicated by forward-looking statements made in this Quarterly Report
on Form 10-Q and elsewhere by management from time to time.

In addition to the other information in this Quarterly Report on Form 10-Q, the
following issues and risks, among others, should be considered in evaluating
MapInfo's outlook and future.

New products and technological change. The mapping software business is
characterized by extremely rapid technological change, evolving industry
standards,
<PAGE>
 
and frequent new product introductions. These conditions require continuous
expenditures on product research and development to enhance existing products
and to create new products. The Company believes that the timely development of
new products and continuing enhancements to existing products is essential to
maintain its competitive position in the marketplace. Between September and
December 1996, the Company introduced three new products, ProServer, SpatialWare
and MapX. The Company's future success depends, in part, upon customer and
market acceptance of these new products. Any failure to achieve acceptance of
these and other new product offerings could have a material adverse effect on
the Company's business and results of operations. There can be no assurance that
the Company will successfully complete the development of new or enhanced
products or successfully manage transitions from one product release to the
next.

Competition.  The Company encounters significant competition in the market for
business mapping systems.  Increased competition may lead to pricing pressures
that could adversely affect the Company's gross margins.  Prices of software in
Europe and Asia are generally higher than in the Americas to cover localization
costs and higher costs of distribution.  Such price uplifts could erode in the
future.

Reliance on third parties.  The Company relies in part on strategic partners and
independent developers for the development of specialized data products that use
MapInfo software.  Failure by such strategic partners or independent developers
to continue to develop such data products, or changes in the contractual
arrangements with such strategic partners or independent developers, could have
a material adverse effect on the Company's business and results of operations.

Expansion to enterprise market. The Company has previously marketed its products
primarily in the desktop mapping market. The Company has recently expanded its
product offerings beyond the desktop market to the enterprise and
Internet/intranet markets. Sales to the enterprise and Internet/intranet markets
are directed to different decision makers within customer organizations and
require different selling and marketing programs than are used in the desktop
market. The failure of these products to achieve market acceptance could have a
material adverse effect on the Company's business and results of operations.

Prices.  Future prices the Company is able to obtain for its products may
decrease from previous levels depending upon market or competitive pressures or
distribution channel factors.

Shift in distribution model. At the beginning of 1995, the Company implemented a
sales and marketing strategy in the Americas that placed increased emphasis on
third party distribution channels, principally using value added resellers, for
selling the Company's products and services in the Americas. This resulted in an
increasing percentage of the Americas revenues coming from value added resellers
and a decreasing percentage of revenues coming from direct sales efforts. The
average
<PAGE>
 
selling prices of the Company's products when sold to value added resellers are
typically lower than the average selling prices realized by the Company when
selling through direct sales channels. The Company's future success will depend,
in part, on its ability to grow revenues in the Americas.

Intellectual property rights. The Company regards its software as proprietary
and attempts to protect it with a combination of copyright, trademark and trade
secret laws, employee and third party non-disclosure agreements, and other
methods of protection. Despite these precautions, it may be possible for
unauthorized third parties to copy certain portions of the Company's products or
reverse engineer or obtain and use information the Company regards as
proprietary. In addition, the Company's shrinkwrap licenses, under which the
Company licenses its products, may be unenforceable under the laws of certain
jurisdictions and the laws of some foreign countries do not protect the
Company's proprietary rights to the same extent as do the laws of the United
States. Any misappropriation of the Company's intellectual property could have a
material adverse effect on the Company's business and results of operations.
Furthermore, there can be no assurance that third parties will not assert
infringement claims against the Company in the future with respect to current or
future products. Any such assertion could require the Company to enter into
royalty arrangements or result in costly litigation.

Technology development and licensing fees. The Company derives a portion of its
product revenues from technology development and licensing fees from customers
that embed MapInfo technology into their own software applications. While the
Company continues to invest in research and development, there can be no
assurance that such technology development and licensing fees will continue in
the future.

Cost of revenues. Cost of revenues varies with the mix of technology development
and licensing fees, product revenues, and services revenues, as well as with the
distribution channel mix. Cost of revenues as a percentage of net revenues
increased from 20.1% in the first quarter of fiscal 1996 to 21.3% in the first
quarter of fiscal 1997. Changes in the revenue mix, as well as the distribution
model, may continue to affect cost of revenues as a percentage of net revenues
in the future.

Risks associated with international operations.  Revenues outside the Americas
increased from 42% of revenues in first quarter of fiscal 1996 to 53% of
revenues in the first quarter of fiscal 1997.  The international portion of the
Company's business is subject to a number of inherent risks, including the
difficulties in building and managing international operations, difficulties in
localizing products and translating documentation into international languages,
fluctuations in the value of international currencies, fluctuating import/export
duties and quotas, and unexpected regulatory, economic, or political changes in
international markets. Changes in international business conditions could have a
material adverse effect on the Company's business and results of operations.
<PAGE>
 
New Accounting standards. Statement of Financial Accounting Standards No. 121 -
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
be Disposed Of" is effective for fiscal years beginning after December 15, 1995.
The Company adopted this Statement on October 1, 1996. The adoption of this
Statement did not affect the Company's financial condition or results of
operations. Statement of Financial Accounting Standards No. 123 -"Accounting for
Stock-Based Compensation" is effective for fiscal years beginning after December
15, 1995. The Company has elected to continue to apply APB Opinion No. 25 in
accounting for its stock-based compensation arrangements. The information for
pro-forma disclosure is presently not known.
<PAGE>
 
MAPINFO CORPORATION
PART II.  OTHER INFORMATION

Item 6.   Exhibits and Reports on Form 8-K

(a)  Exhibits.
     The exhibits listed in the Exhibit Index filed as part of this report are
     filed as part of this report or are included in this report.

(b)  Reports on Form 8-K
     No reports on Form 8-K were filed during the three months ended December
     31, 1996.
<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.


                                    MAPINFO CORPORATION

Date:  February 14, 1997            By:  /s/  D. Joseph Gersuk
                                       -------------------------
                                       D. Joseph Gersuk,
                                       Vice President and
                                       Chief Financial Officer
                                       (Principal Financial Officer)
<PAGE>
 
EXHIBIT INDEX



Exhibit
Number    Description of Exhibit
- ------    ----------------------

10.27     Amended and restated Employment Agreement dated as of October 1, 1995
          by and between the Registrant and Elizabeth A. Ireland.

10.28     Loan Agreement dated October 21, 1996 by and between the Registrant
          and D. Joseph Gersuk

11        Statement regarding computation of per share earnings

27        Financial Data Schedule

<PAGE>
 
                                                                   EXHIBIT 10.27


                              EMPLOYMENT AGREEMENT



MEMORANDUM


DATE:     11/10/95

TO:       Human Resources

FROM:     Brian D. Owen       /s/  Brian D. Owen

RE:       Elizabeth Ireland Compensation

CC:       Mike Marvin
          Elizabeth Ireland

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


Effective October 1, 1995, Elizabeth A. Ireland's compensation will be as
follows:

$100,000 base salary
$50,000 bonus potential
Total target compensation for fiscal 1996 will be $150,000.

Bonus payments will be tied to MBO's mutually agreed upon by the President and
Ms. Ireland.

<PAGE>
 
EXHIBIT 10.28
                                 LOAN AGREEMENT


                                      NOTE

THIS LOAN IS PAYABLE IN FULL AT MATURITY.  YOU MUST REPAY THE ENTIRE PRINCIPAL
BALANCE OF THE LOAN AND UNPAID INTEREST THEN DUE.  THE LENDER IS UNDER NO
OBLIGATION TO REFINANCE THE LOAN AT THAT TIME.  YOU WILL, THEREFORE, BE REQUIRED
TO MAKE PAYMENT OUT OF OTHER ASSETS THAT YOU MAY OWN, OR YOU WILL HAVE TO FIND A
LENDER, WHICH MAY BE THE LENDER YOU HAVE THIS LOAN WITH, WILLING TO LEND YOU THE
MONEY.  IF YOU REFINANCE THIS LOAN AT MATURITY, YOU MAY HAVE TO PAY SOME OR ALL
OF THE CLOSING COSTS NORMALLY ASSOCIATED WITH A NEW LOAN EVEN IF YOU OBTAIN
REFINANCING FROM THE SAME LENDER.

October 21, 1996  Troy, N.Y.


Loan for the purchase of Lot 36 East Ridge Estates

1.        BORROWER'S PROMISE TO PAY

          In return for a loan that we have received, we promise to pay U.S. Two
Hundred Thousand ($ 200,000.00) dollars (this amount is called "principal"),
plus interest, to the order of the Lender.  The Lender is MAPINFO CORPORATION.
we understand that the Lender may transfer this Note.  The Lender or anyone who
takes this Note by transfer and who is entitled to receive payments under this
Note is called the "Note Holder".

2.        INTEREST
 
          Interest will be charged on unpaid principal until the full amount of
principal has been paid.  We will pay interest at a yearly rate of 5%.

          The interest rate required by this Section 2 is the rate we will pay
both before and after any default described in Section 5(B) of this Note.

3.        PAYMENTS
 
          We will pay principal and interest as follows:

               a)  $50,000.00 upon the sale of our Connecticut home which we
will continue to actively market;

               b)  principal in the amount of the profit realized by us, net of
federal, state and local income tax liabilities, from the exercise by us of
MapInfo stock options and sale of that MapInfo stock, to be paid upon the
receipt of such proceeds;

               c)  all amounts we still owe under this Note, together with all
accrued and unpaid interest upon the earliest to occur of the following: (i) 90
days after termination of D. Joseph Gersuk's MapInfo employment for any reason;
or (ii) 6 years from date of loan; or (iii) upon the sale by us of all or any
part of Lot 36 East Ridge Estates, Town of Colonie, N.Y.

          We will make our payments at MapInfo Corporations' principal place of
business in North Greenbush, N.Y. or at a different place if required by written
notice from MapInfo Corporation

                                       1

<PAGE>
 
                                                                      EXHIBIT 11


             STATEMENT REGARDING COMPUTATION OF PER SHARE EARNINGS
                     (in thousands, except per share data)
                                  (unaudited)

<TABLE>
<CAPTION>
                                                                      Three Months
                                                                   Ended December 31,
                                                                ------------------------
                                                                    1996         1995
                                                                -----------   ----------
PRIMARY
<S>                                                             <C>           <C>
     Average shares outstanding                                       5,775        5,649
     Net effect of dilutive stock options - based on the
        treasury stock method using average market price                103          183
                                                                ------------  ----------- 
          Total                                                       5,878        5,832
                                                                ============  ===========
     Net income                                                 $      (894)  $      136
 
     Earnings per share                                         $     (0.15)  $     0.02
                                                                ============  ===========
FULLY DILUTED
     Average shares outstanding                                       5,775        5,649
     Net effect of dilutive stock options - based on the
        treasury stock method using the year-end market                                    
         price, if higher than the average market price                 103          183
                                                                ------------  ----------- 
          Total                                                       5,878        5,832
                                                                ============  ===========
     Net income                                                 $      (894)  $      136
                                                                ============  ===========
     Earnings per share                                         $     (0.15)  $     0.02
                                                                ============  ===========
</TABLE>

<TABLE> <S> <C>

<PAGE>
 
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE
SHEET AND INCOME STATEMENT AND IS QAULIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          SEP-30-1997
<PERIOD-START>                             OCT-01-1996
<PERIOD-END>                               DEC-31-1996
<CASH>                                          23,557
<SECURITIES>                                     5,396
<RECEIVABLES>                                    7,758
<ALLOWANCES>                                     1,209
<INVENTORY>                                      1,130
<CURRENT-ASSETS>                                40,454
<PP&E>                                           4,657
<DEPRECIATION>                                     963
<TOTAL-ASSETS>                                  48,714
<CURRENT-LIABILITIES>                            8,944
<BONDS>                                              0
                                0
                                          0
<COMMON>                                            12
<OTHER-SE>                                      39,630
<TOTAL-LIABILITY-AND-EQUITY>                    48,714
<SALES>                                         10,095
<TOTAL-REVENUES>                                10,095
<CGS>                                            2,151
<TOTAL-COSTS>                                    9,190
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                (1,132)
<INCOME-TAX>                                     (238)
<INCOME-CONTINUING>                                  0
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     (894)
<EPS-PRIMARY>                                   (0.15)
<EPS-DILUTED>                                   (0.15)
        

</TABLE>


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