FIBERSTARS INC /CA/
10QSB, 1998-11-16
ELECTRIC LIGHTING & WIRING EQUIPMENT
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                     U.S. SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   Form 10-QSB

(Mark one)

[ X ] Quarterly  report  pursuant to Section 13 or 15(d) of the  Securities  and
      Exchange Act of 1934

      For the quarterly period ended   September 30,  1998

[   ] 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 0-24564


                                ----------------
                                FIBERSTARS, INC.
             (Exact name of registrant as specified in its charter)
                                ----------------



California                                                   94-3021850        
- - -------------------------------                              ----------------
(State or other jurisdiction of                              (I.R.S. Employer
 incorporation or organization)                              Identification No.)


      2883 Bayview Drive, Fremont, CA                               94538
(Address of principal executive offices)                          (Zip Code)
                                         
      (Registrant's telephone number, including area code): (510) 490-0719

         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 ____



Number of shares of Common Stock outstanding as of September 30, 1998: 3,663,402

                         Index to Exhibits is at page 14


                                      Page 1
<PAGE>
<TABLE>


                                FIBERSTARS, INC.

                                TABLE OF CONTENTS
<CAPTION>



                                                                                             Page
                                                                                             ----

                         Part I - FINANCIAL INFORMATION
<S>            <C>                                                                           <C>
Item 1         Financial Statements:

               a.   Balance Sheets
                    September 30, 1998 and December 31, 1997....................................3

               b.   Statements of Operations
                    Three and nine months ended September 30, 1998 and 1997.....................4

               c.   Statements of Cash Flows
                    Nine months ended September 30, 1998 and 1997...............................5

               d.   Notes to Financial Statements.............................................6-7

Item 2         Management's Discussion and Analysis of Financial
               Condition and Results of Operations...........................................8-12



                           Part II - OTHER INFORMATION


Item 6         Exhibits and Reports on Form 8-K................................................13

               Signatures......................................................................13



                                    EXHIBITS

               Index to Exhibits...............................................................14

</TABLE>

                                              Page 2
<PAGE>



                          PART I. FINANCIAL INFORMATION

         Item 1.    Financial Statements
<TABLE>
                                           FIBERSTARS, INC.
                                            BALANCE SHEETS
                                        (amounts in thousands)
                                         ____________________
<CAPTION>
                                                           September 30,        December 31,
                                                              1998                  1997
                                                          -------------         -------------
                                                           (unaudited)
<S>                                                       <C>                   <C>           
         ASSETS
         Current assets:
             Cash and cash equivalents                    $        1,376        $          523
             Short-term investments                                4,080                 4,597
             Accounts receivable, net                              2,708                 2,525
             Notes and other account receivable                      145                   161
             Inventories                                           3,385                 3,068
             Prepaid expenses and other assets                       392                   373
             Deferred income taxes                                   597                   677
                                                          ---------------       ---------------
                 Total current assets                             12,683                11,924

         Fixed assets, net                                           912                 1,003
         Goodwill, net                                               766                     0
         Investment in joint venture                                  20                    40
         Other assets                                                205                   103
         Deferred income taxes                                         0                    54
                                                          ---------------       ---------------
                 Total assets                             $       14,586        $       13,124
                                                          ===============       ================

         LIABILITIES
         Current Liabilities:
             Accounts payable                             $        1,011        $        1,068
             Accrued expenses                                      1,895                 1,318
             Current portion of long-term debt                         8                    13
                                                          ---------------       ---------------
                 Total current liabilities                         2,914                 2,399
         Long-term debt, less current portion                         14                    17
                                                          ---------------       ---------------
                 Total liabilities                                 2,928                 2,416
                                                          ---------------       ---------------


         SHAREHOLDERS' EQUITY
         Common stock                                                  0                     0
         Additional paid-in capital                               12,767                12,035
         Note receivable from shareholder                            (75)                  (75)
         Accumulated deficit                                      (1,034)               (1,252)
                                                          ---------------       ---------------
                 Total shareholders' equity                       11,658                10,708
                                                          ---------------       ---------------
                 Total liabilities and
                     shareholders' equity                 $       14,586        $       13,124
                                                          ===============       ===============

<FN>
                              The accompanying notes are an integral
                                part of these financial statements
</FN>
</TABLE>
                                              Page 3
<PAGE>

<TABLE>

                                                       FIBERSTARS, INC.
                                                   STATEMENTS OF OPERATIONS
                                       (amounts in thousands except per share amounts)
                                                         (Unaudited)
                                                          __________
<CAPTION>


                                                       Three Months Ended September 30,     Nine Months Ended September 30,
                                                          1998            1997                  1998             1997
                                                         --------        --------             ---------        ---------
<S>                                                    <C>             <C>                  <C>              <C>        
       Net sales                                       $   5,477       $   4,001            $   16,298       $   14,076
       Cost of sales                                       3,386           2,266                10,188            7,785
                                                       ----------      ----------           -----------      -----------
                Gross profit                               2,091           1,735                 6,110            6,291
                                                       ----------      ----------           -----------      -----------

       Operating expenses:
          Research and development                           301             307                   952              896
          Sales and marketing                              1,192             922                 3,812            3,419
          General and administrative                         372             344                 1,151            1,069
                                                       ----------      ----------           -----------      -----------
                Total operating expenses                   1,865           1,573                 5,915            5,384
                                                       ----------      ----------           -----------      -----------
                    Income from operations                   226             162                   195              907

       Other income:
          Equity in joint venture's loss                       0             (10)                  (20)             (10)
          Interest income, net                                69              77                   177              171
                                                       ----------      ----------           -----------      -----------
                Income before income taxes                   295             229                   352            1,068
       Provision for income taxes                           (106)            (95)                 (134)            (431)
                                                       ----------      ----------           -----------      -----------
                Net income                             $     189       $     134            $      218       $      637
                                                       ==========      ==========           ===========      ===========

       Net income per share - basic                    $    0.05       $    0.04            $     0.06       $     0.19
                                                       ==========      ==========           ===========      ===========
       Shares used in per share calculation - basic        3,601           3,451                 3,557            3,428
                                                       ==========      ==========           ===========      ===========

       Net income per share - diluted                  $    0.05       $    0.04            $     0.06       $     0.19
                                                       ==========      ==========           ===========      ===========
       Shares used in per share calculation - diluted      3,653           3,630                 3,643            3,440
                                                       ==========      ==========           ===========      ===========

<FN>
                                           The accompanying notes are an integral
                                             part of these financial statements
</FN>
</TABLE>
                                                           Page 4
<PAGE>

<TABLE>

                                                  FIBERSTARS INC.
                                             STATEMENTS OF CASH FLOWS
                                              (amounts in thousands)
                                                    (unaudited)
                                                    __________
<CAPTION>
                                                                             Nine months ended September 30,
                                                                             1998                       1997
                                                                         -------------              -------------
<S>                                                                    <C>                        <C>            
Cash flows from operating activities:
     Net income                                                        $          218             $          637
                                                                       ---------------            ---------------
     Adjustments to reconcile net income to net cash provided by
              operating activities:
               Depreciation and amortization                                      411                        327
               Provision for doubtful accounts receivable                          72                         56
               Deferred income taxes                                              134                        432
               Equity in joint ventures' loss                                      20                          9
               Changes in assets & liabilities:
                       Accounts receivable                                       (207)                       824
                       Inventories                                               (232)                      (761)
                       Prepaid expenses and other current assets                  (17)                      (276)
                       Other assets                                              (100)                        11
                       Accounts payable                                           (98)                       (76)
                       Accrued expenses                                           522                        325
                                                                       ---------------            ---------------
                               Total adjustments                                  505                        871
                                                                       ---------------            ---------------
               Net cash provided by operating activities                          723                      1,508
                                                                       ---------------            ---------------


Cash flows from investing activities:
     Sale of short-term investments                                               517                       (460)
     Repayment of loans made to officers                                           44
     Loans made to officers                                                       (30)                       (47)
     Acquisition of business, net of cash acquired                               (260)
     Acquisition of fixed assets                                                 (310)                      (300)
                                                                       ---------------            ---------------
               Net cash used in investing activities                              (39)                      (807)
                                                                       ---------------            ---------------

Cash flows from financing activities:
     Cash proceeds from sale of common stock                                      182                         82
     Repayment of long term debt                                                  (13)                        (9)
                                                                       ---------------            ---------------
               Net cash provided by financing activities                          169                         73
                                                                       ---------------            ---------------

Net increase in cash and cash equivalents                                         853                        774
Cash and cash equivalents, beginning of period                                    523                      1,520
                                                                       ---------------            ---------------
Cash and cash equivalents, end of period                               $        1,376             $        2,294
                                                                       ===============            ===============

Non-cash investing activities:
     Common stock issued in connection with acquisitions               $          550
                                                                       ===============

<FN>
                                      The accompanying notes are an integral
                                        part of these financial statements
</FN>
</TABLE>
                                                      Page 5

<PAGE>


                                FIBERSTARS, INC.
                          NOTES TO FINANCIAL STATEMENTS


1.  Summary of Significant Accounting Policies

Interim Financial Statements (unaudited)
Although unaudited,  the interim financial statements in this report reflect all
adjustments,  consisting of normal recurring accruals, which are, in the opinion
of management,  necessary for a fair statement of financial position, results of
operations and cash flows for the interim  periods  covered and of the financial
condition  of the Company at the interim  balance  sheet  dates.  The results of
operations for the interim periods  presented are not necessarily  indicative of
the results expected for the entire year.

The year-end  balance  sheet  information  was derived  from  audited  financial
statements,  but does not include all disclosures required by generally accepted
accounting principles.  These financial statements should be read in conjunction
with the Company's audited  financial  statements and notes thereto for the year
ended  December  31,  1997,  contained in the  Company's  1997 Annual  Report to
Shareholders.

Earnings Per Share
The Company  presents its earnings per share (EPS) in accordance  with SFAS 128,
which requires the  presentation of basic and diluted EPS. Basic EPS is computed
by dividing  income  available to common  shareholders  by the weighted  average
number of common shares  outstanding for the period.  Diluted EPS is computed by
giving  effect to all dilutive  potential  common  shares that were  outstanding
during the period.  Dilutive  potential  common  shares  consist of  incremental
shares upon exercise of stock options and warrants.

<TABLE>

In accordance with the disclosure  requirements of SFAS 128, a reconciliation of
the  numerator and  denominator  of basic and diluted EPS is provided as follows
(in thousands, except per share amounts):

<CAPTION>
                                                     Three months                  Nine months
                                                     ended Sept.30,                ended Sept. 30,
                                                    ---------------                ---------------
                                                    1998         1997              1998       1997
                                                    ----         ----              ----       ----
<S>                                                 <C>          <C>               <C>        <C>  
Numerator - Basic and diluted EPS
     Net income                                     $ 189        $ 134             $ 218      $ 637
Denominator - Basic EPS
     Weighted average shares outstanding            3,601        3,451             3,557      3,428
Basic earnings per share                            $0.05        $0.04             $0.06      $0.19
                                                    =====        =====             =====      =====

Denominator - Diluted EPS
     Denominator - Basic EPS                        3,601        3,451             3,557      3,428
     Effect of dilutive securities:
         Stock options                                 52          179                86         12
                                                    -----        -----             -----      -----
                                                    3,653        3,630             3,643      3,440
                                                    -----        -----             -----      -----
Diluted earnings per share                          $0.05        $0.04             $0.06      $0.19
                                                    =====        =====             =====      =====
</TABLE>

Options and  warrants to purchase  945,065 and 603,725  shares of the  Company's
common stock were  outstanding for the three and nine months ended September 30,
1998, respectively.  Warrants to purchase 100,000 shares of the Company's common
stock were  outstanding  for the three and nine months ended September 30, 1997.
These  potentially  dilutive  securities were not included in the calculation of
diluted  earnings per share because their exercise  prices were greater than the
average market price of the common shares outstanding for the period.



                                      Page 6
<PAGE>

2.  Inventories

Inventories are stated at the lower of cost (first-in,  first-out) or market and
consist of the following (in thousands):

                                           September 30,           December 31,
                                           -------------           ------------
                                               1998                    1997
                                               ----                    ----
                                            (unaudited)

Raw materials                               $   2,367               $   2,020
Finished Goods                                  1,018                   1,048
                                             --------                --------
                                            $   3,385               $   3,068
                                             ========                ========

3.  Comprehensive Income

The Company has adopted the  provisions  of Statement  of  Financial  Accounting
Standards No. 130, "Reporting  Comprehensive Income," effective January 1, 1998.
This  statement  requires  the  disclosure  of  comprehensive   income  and  its
components in a full set of general-purpose financial statements.  Comprehensive
income is defined as net income plus revenues,  expenses, gains and losses that,
under generally accepted  accounting  principles,  are excluded from net income.
The Company  does not have any  components  of  comprehensive  income  which are
excluded  from net income for the nine months ended  September 30, 1997 and 1998
and, as such, no separate statement of comprehensive income has been presented.

4.  Recent Pronouncements

In June 1997, the FASB issued  Statement of Financial  Accounting  Standards No.
131,  "Disclosures  About  Segments of an  Enterprise  and Related  Information"
("SFAS 131"),  which supersedes SFAS 14, "Financial  Reporting for Segments of a
Business  Enterprise."  SFAS  131  changes  current  practice  under  SFAS 14 by
establishing  a new  framework  on  which  to base  segment  reporting  and also
requires  interim  reporting of segment  information.  SFAS 131 is effective for
fiscal years  beginning after December 1997.  Disclosures  would not be required
until the first quarter immediately  subsequent to the fiscal year in which SFAS
131 is effective. The Company is evaluating the requirements of SFAS 131 and the
effects, if any, on the Company's current reporting and disclosures.


                                      Page 7
<PAGE>




                                FIBERSTARS, INC.


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



The  following  discussion  should  be read in  conjunction  with  the  attached
financial statements and notes thereto.



Net Sales

                       Q3'98     Q3'97   change     YTD'98      YTD'97    change

     Net Sales ($000) $5,477    $4,001      37%    $16,298     $14,076       16%

Net sales  increased over the third quarter of 1997 in the Company's  Commercial
Lighting and Pool  markets.  For the year to date  period,  all of the growth is
accounted for by Commercial  Lighting,  with the Pool group  approximately  even
with a year ago.



Gross Profit

                               Q3'98   Q3'97  change   YTD'98   YTD'97    change

     Gross profit ($000)      $2,091  $1,735     21%   $6,110   $6,291       -3%

     Percentage of net sales     38%     43%              38%      45%

The Company's  gross margin for the quarter and year to date at 38% of net sales
was lower than the same period in the previous  year,  due to the increased cost
of the new System  2000(TM) Pool product line, as well as product mix changes in
the previous  year. The decrease in gross margin as a percentage of net sales is
based on changes in sales volume,  product mix,  pricing,  cost of materials and
labor,  and  other  factors.  There  can  be no  assurance  that  the  Company's
operations  and gross  margin  will not  continue  to be  adversely  affected by
changes in these factors or by disruptions  in supplies or production  capacity,
or other factors.



Research and Development

                                 Q3'98  Q3'97  change    YTD'98  YTD'97   change

  Research & Development ($000)   $301   $307     -2%      $952    $896       6%

  Percentage of net sales           6%     8%                6%      6%

Third quarter  Research and Development  expenses were 6,000 lower than the same
quarter a year earlier.  During the first nine months of the year,  Research and
Development  spending  increased by 6% over the  comparable  period of 1997. The
increase  in the year to date  period  resulted  from  higher  levels of project
expenses,  including  regulatory  testing expenses.  Projects nearing completion
include a new commercial  illuminator,  the Model 601, which is expected to ship
beginning  in the  fourth  quarter,  and a new  product  line for the Pool & Spa
market called the Fiberstars Lifetime Illuminator(TM),  also to be introduced in
the fourth quarter. The Company expects to continue



                                     Page 8
<PAGE>

investing  significantly in research and product development;  however,  dollars
and percentages may vary from period to period.



Sales and Marketing

                              Q3'98  Q3'97  change       YTD'98   YTD'97  change

  Sales & Marketing ($000)   $1,192   $922     29%       $3,812   $3,419     12%

  Percentage of net sales       22%    23%                  23%      24%

Sales and  marketing  expenses  have  increased  in  absolute  dollars  over the
comparable  periods of 1997,  primarily  due to  increases  in  commissions  and
certain  promotional  expenses that are directly related to sales volume.  Total
selling and marketing  expenses  increased  less rapidly than revenue,  and thus
have decreased as a percentage of sales.



General and Administrative

                                  Q3'98  Q3'97  change    YTD'98  YTD'97  change

  General & Administrative ($000)  $372   $344      8%    $1,151  $1,069      8%

  Percentage of net sales            7%     9%                7%      8%

General and administrative expenses increased by 8% in the third quarter and the
year-to-date  period  compared  to the  corresponding  periods  of  1997.  These
increases resulted from the hiring of additional  personnel and other associated
costs to support  growth in the Company's  business.  Nevertheless,  general and
administrative expenses decreased as a percentage of sales.



Other Income (Expense)

                                Q3'98  Q3'97  change   YTD'98   YTD'97    change

  Other Income (Expense) ($000) $69    $67        3%     $157     $161       -2%

  Percentage of net sales        1%     2%                 1%       1%

Other  income is  primarily  comprised  of interest  income,  which  varies from
quarter to quarter based on  fluctuations in interest rates and in the Company's
cash balances,  it also includes the Company's  equity interest in the income or
loss of its joint venture.  Net other income  increased  slightly to $69,000 for
the quarter and  decreased to $157,000  year-to-date,  from $67,000 and $161,000
for the comparable  periods of 1997. The decrease for the year to date period is
primarily attributable to lower cash balances. The company expects joint venture
income or loss to be immaterial for the foreseeable future.



Net Income

                           Q3'98  Q3'97   change    YTD'98     YTD'97    change

  Net Income ($000)         $189   $134      41%      $218       $637      -66%

  Percentage of net sales     4%     3%                 1%         5%


                                     Page 9
<PAGE>


The  increase in net income for the  quarter is  attributable  primarily  to the
growth in net  sales,  offset in part by lower  margins.  The net income for the
year to date in 1998 is lower than a year ago because of higher costs associated
with the new Pools product line.



Other Events  

On  August  31,  1998   Fiberstars   purchased  the  net  assets  of  Fibreoptic
International  Inc.  for  $315,000  in cash and  issuance  of 103,108  shares of
Fiberstars,  Inc. The  acquisition is not expected to be material to this year's
results but it is expected to provide  added  growth  potential  to  Fiberstars'
commercial lighting business in the future.


Certain Factors Affecting Future Performance

This Report contains forward looking  statements,  including without  limitation
those set forth in "Management's  Discussion and Analysis of Financial Condition
and Results of Operations." The Company's actual  performance may vary from such
statements as a result of a variety of risk and other factors,  including  those
set forth in this Report.

The  Company's  quarterly  and annual  operating  results are affected by a wide
variety of factors  that could  materially  and  adversely  affect  revenues and
profitability.   These  include  factors   relating  to  competition,   such  as
competitive  pricing pressure and the potential  introduction of new products by
competitors;  manufacturing  factors,  including  constraints  in the  Company's
manufacturing  and assembly  operations and shortages or increases in the prices
of raw materials and components; sales and distribution factors, such as changes
in product mix or distribution  channels resulting in lower margins, the loss of
a significant  distributor  or sales  representative,  the loss of a significant
customer or swimming pool builder,  the effects of volume  discounts that may be
granted to larger customers,  product returns and exchanges,  and seasonality of
sales,  particularly  in sales of the Company's  swimming pool and spa products,
product  development  and  introduction  problems,  such as increased  research,
development and marketing  expenses  associated with new product  introductions,
delays in the  introduction of new products and technologies and adverse effects
on sales of existing  products;  as well as other factors,  including  levels of
expenses  relative to revenue levels,  personnel  changes,  expenses that may be
incurred  in   litigation,   generally   prevailing   economic   conditions  and
fluctuations  in foreign  currency  exchange  rates.  The  Company's  annual and
quarterly  results of operations also have been and will continue to be affected
by  national  economic  and  other  factors,  including  factors  effecting  the
construction  of new swimming  pools,  such as housing market  trends,  interest
rates and the weather.

The Company's quarterly operating results are also substantially affected by the
market's acceptance of the Company's products and the level and timing of orders
received.  Historically  the Company has  shipped a  substantial  portion of its
quarterly  sales in the last month of each of the second and fourth  quarters of
the year. Significant portions of the Company's expenses are relatively fixed in
advance based upon the Company's  forecasts of future sales. If sales fall below
expectations  in any given  quarter,  the  Company's  operating  results will be
adversely  affected.  In addition,  certain  product  development  and marketing
expenditures may vary significantly from quarter to quarter and are made well in
advance of potential resulting revenue.

Sales of the  Company's  pool and spa lighting  products,  which  currently  are
available only with newly  constructed pools and spas, are highly dependent upon
the level of such  construction.  Sales or  commercial  lighting  products  also
depend significantly upon the level of new building construction. Because of the
seasonality of construction, the Company's sales of swimming pool and commercial
lighting  products,  and thus the Company's  overall  revenues and income,  have
tended to be  significantly  lower in the first  quarter of each  year.  Various
economic and other trends may alter these seasonal trends from year to year, and
the  Company  cannot  predict  the extent to which  these  seasonal  trends will
continue.

In the fourth  quarter of 1998,  the Company  plans to  introduce  two major new
products.  Pool & Spa product  called the Fiberstars  Lifetime  Illuminator(TM),
which  is  expected  to  outperform   similar  types  of   illuminators  in  the
marketplace.  The model 601 illuminator for the Commercial  Lighting market will
replace and is expected to outperform our current  brightest  illuminator  model
501, and also reduces cost. If either of these new products  fails to meet these
expectations, the Company's operating results may be adversely affected.

Competition  is  increasing in a number of the  Company's  markets.  A number of
companies offer fiber optic lighting products for commercial  lighting,  some of
which compete directly with the Company's products. Some of these companies have
substantially  greater  financial,  technical and marketing  resources  than the
Company.  The Company anticipates that any future growth in fiber optic lighting
will  be  accompanied  by  continuing  increases  in  competition,  which  could
accelerate  growth in the  market  for fiber  optic  lighting,  but which  could
adversely affect the Company's operating results.

The Company was awarded its ninth  patent in the quarter.  However,  the Company
believes  that the success of its business  depends  primarily on its  technical
innovation,  marketing  abilities and  responsiveness to customer  requirements,
rather  than  on  patents,  trade  secrets,  trademarks,  copyrights  and  other
intellectual property rights. Nevertheless,  the Company has a policy of seeking
to  protect  its  intellectual   property  through,   among  other  things,  the
prosecution  of patents with respect to certain of the  Company's  technologies.
There are many issued  patents and pending patent  applications  in the field of
fiber optic technology,  and certain of the Company's  competitors hold and have
applied  for  patents  related to fiber  optic  lighting.  Although  to date the
Company  has not  been  involved  in  litigation  challenging  its  intellectual
property rights or asserting intellectual property rights of others, the Company
has in the past received  communications  from third parties asserting rights in
the Company's patents or that the Company's  technology  infringes  intellectual
property  rights  held by such third  parties.  Although,  based on  information
currently  available  to it, the Company  does not believe  that any such claims
involving its technology or patents are  meritorious,  there can be no assurance
that the Company  will not be required  to engage in  litigation  to protect its
patent  rights or to defend the claim of others.  In the event of  litigation to
determine  the  validity  of any third  party  claims  or claims by the  Company
against such third party, such litigation, whether or not determined in favor of
the Company, could result in significant expense to the Company.


                                    Page 10
<PAGE>

Year 2000 Compliance

Many currently  installed computer systems and software products are not capable
of  distinguishing  20th century dates from 21st century dates. As a result,  in
less than two years, computers systems and/or software used by many companies in
a very wide  variety of  applications  will  experience  operating  difficulties
unless  they  are  modified  or  upgraded  to  adequately  process   information
involving,  related  to  or  dependent  upon  the  century  change.  Significant
uncertainty  exists  in  the  software  and  information   services   industries
concerning  the scope and  magnitude  of  problems  associated  with the century
change.  In light of the  potentially  broad  effects of the year 2000 on a wide
range of business systems,  the Company's products and services may be affected.
The Company is currently assessing the potential overall impact of the impending
century  change on the Company's  business,  financial  condition and results of
operations.

The Company utilizes and is dependent upon data processing computer hardware and
software to conduct its business,  and recently completed an upgrade of all such
hardware and  software.  The Company has  completed  its  assessment  of its own
computer  systems  and based upon this  assessment,  the  Company  believes  its
computer  systems  are "Year 2000  compliant;"  that is,  capable of  adequately
distinguishing 21st century dates from 20th century dates. However, there can be
no assurance that the Company has timely identified or will timely indentify and
remediate all significant Year 2000 problems in its own computer  systems,  that
remedial  efforts  subsequently  made  will  not  involve  significant  time and
expense,  or that such problems will not have a material  adverse  effect on the
Company's  business,  operating results and financial  condition.  If unforeseen
internal  disruptions  occur,  the Company  believes that its existing  disaster
recovery  program,   which  includes  the  mannual  processing  of  certain  key
transactions, would significantly mitigate the impact.

The  Company  has made only  limited  efforts  to  determine  the  extent of and
minimize  the risk that the  computer  systems  of the  Company's  suppliers  or
customers are not Year 2000 compliant,  or will not become compliant on a timely
basis.  The  Company  expects  that the  process of making  inquries  with these
customers  and suppliers  will be ongoing  through the end of 1999. If Year 2000
problems prevent any of the Company's suppliers from timely delivery of products
or services  required by the Company,  the Company's  operating results could be
materially adversely affected. However, the Company currently estimates that its
costs  to  address  Year  2000  issues  relating  to its  suppliers  will not be
material, and that these costs will be funded from its operating cash flows. The
Company has  identified and will continue to identify  alternative  suppliers in
the event its preferred suppliers become incapable of timely delivering products
or services  required by the Company.  The  Company's  suppliers  are  generally
locally or regionally based,  which tends to lessen the Company's  exposure from
the lack of readiness of any single supplier.

The  Company may also face delays in receipt of  payments  from  customers  with
unresolved Year 2000 problems, and such delays could materially adversely affect
the Company's  operating results.  To the extent any such delays are significant
or protracted,  the Company's quarterly results would be adversely affected. The
Company intends to continually reassess this risk as it receives  communications
about the  status of its  customers  with  regard  to Year 2000  issues,  and if
necessary, adjust its account sales and policies accordingly.


                                    Page 11
<PAGE>

The Company's estimates of Year 2000 costs relating to it's own computer systems
include  consulting fees and costs to remediate or replace hardware and software
as well  as  non-incremental  costs  resulting  from  redeployment  of  internal
resources. The Company's estimates of costs associated with the Year 2000 issues
of its  customers  and suppliers are  management's  best  estimates,  which were
derived from  numerous  assumptions  of future  events,  including the continued
availability of certain resources,  third party remediation plans with regard to
Year 2000  issues,  and other  factors.  There can be no  assurance  that  these
estimates  are correct and actual  results  could differ  materially  from these
estimates.  Specific factors that might cause such material differences include,
but are not limited to, the availability  and cost of personnel  trained in this
area, the ability to locate and correct all relevant computer costs, and similar
uncertainties.



Liquidity and Capital Resources

For the nine months ended  September 30, 1998,  cash and short term  investments
increased by $336,000 including  approximately  $54,000 from the purchase of the
assets of  Fibreoptics  International.  Cash  provided by  operating  activities
totaled $723,000, which was offset to an extent by cash used for the acquisition
of Fibreoptic International and purchases of fixed assets.

The  Company  has a $1  million  unsecured  line of credit for  working  capital
purposes and a $500,000  term loan  commitment to finance  equipment  purchases.
Both lines expire on June 28, 1999.  At September  30, 1998,  the Company had no
borrowings outstanding against either of these lines of credit.

The Company  believes that existing cash  balances,  together with the Company's
bank lines of credit and funds that may be generated  from  operations,  will be
sufficient  to finance  the  Company's  currently  anticipated  working  capital
requirements and capital  expenditure  requirements for at least the next twelve
months.

                                    Page 12

<PAGE>



                           PART II - OTHER INFORMATION


Item 6.       Exhibits and Reports on Form 8-K


         (a)      The following exhibits have been filed with this Report:


                  Exhibit 27 - Financial Data Schedule


         (b)      No  reports on Form 8-K were filed by the  Company  during the
                  period covered by this report.


Items 1, 2, 3, 4 and  5 are not applicable and have been omitted.





                                   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.

                                            Fiberstars, Inc.

Date: November 13, 1998                     By:    /s/  Robert A.Connors      
                                                 -------------------------------
                                                 Robert A.Connors
                                                 Chief Financial Officer
                                            (Principal Financial and Accounting 
                                            Officer)





                                    Page 13
<PAGE>


                                INDEX TO EXHIBITS



Exhibit                                                                   Page
Number                                                                    Number
- - -------                                                                   ------


  27         Financial Data Schedule












                                    Page 14


<TABLE> <S> <C>


<ARTICLE>                     5
<CIK>                           0000924168
<NAME>                          $2uztiip
<MULTIPLIER>                                    1,000
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                         DEC-31-1998
<PERIOD-START>                            JAN-01-1998
<PERIOD-END>                              SEP-30-1998
<CASH>                                          1,376
<SECURITIES>                                    4,080
<RECEIVABLES>                                   2,708
<ALLOWANCES>                                      335
<INVENTORY>                                     3,385
<CURRENT-ASSETS>                               12,683
<PP&E>                                          3,028
<DEPRECIATION>                                  2,116
<TOTAL-ASSETS>                                 14,586
<CURRENT-LIABILITIES>                           2,914
<BONDS>                                             0
                               0
                                         0
<COMMON>                                       12,767
<OTHER-SE>                                          0
<TOTAL-LIABILITY-AND-EQUITY>                   14,586
<SALES>                                        16,298
<TOTAL-REVENUES>                               16,455
<CGS>                                          10,188
<TOTAL-COSTS>                                  10,188
<OTHER-EXPENSES>                                5,915
<LOSS-PROVISION>                                    0
<INTEREST-EXPENSE>                                  0
<INCOME-PRETAX>                                   352
<INCOME-TAX>                                      134
<INCOME-CONTINUING>                                 0
<DISCONTINUED>                                      0
<EXTRAORDINARY>                                     0
<CHANGES>                                           0
<NET-INCOME>                                      218
<EPS-PRIMARY>                                    0.06
<EPS-DILUTED>                                    0.06
        

</TABLE>


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