FIBERSTARS INC /CA/
10QSB, 1999-05-17
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 March 31, 1999

[   ]    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 Identification No.)
 incorporation or organization)


    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 March 31, 1999:     3,982,601

                         Index to Exhibits is at page 16


                                     Page 1


<PAGE>

                                FIBERSTARS, INC.

                                TABLE OF CONTENTS



                                                                            Page
                                                                            ----
                         Part I - FINANCIAL INFORMATION

Item 1         Financial Statements:

               a.   Consolidated Balance Sheets
                    March 31, 1999 and December 31, 1998.......................3

               b.   Consolidated Statements of Operations
                    Three months ended March 31, 1999 and 1998.................4

               c.   Consolidated Statements of Comprehensive Operation
                    Three months ended March 31, 1999 and 1998.................5

               d.   Consolidated Statements of Cash Flows
                    Three months ended March 31, 1999 and 1998.................6

               e.   Notes to Financial Statements............................7-8

Item 2         Management's Discussion and Analysis of Financial
               Condition and Results of Operations..........................9-14



                           Part II - OTHER INFORMATION


Item 6         Exhibits and Reports on Form 8-K...............................15

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



                                    EXHIBITS

               Index to Exhibits..............................................16



                                     Page 2


<PAGE>

                          PART I. FINANCIAL INFORMATION

          Item 1.    Financial Statements


<TABLE>
                                FIBERSTARS, INC.
                           CONSOLIDATED BALANCE SHEETS
                             (amounts in thousands)

<CAPTION>
                                                                 March 31,            December 31,
                                                                   1999                   1998
                                                               --------------         --------------
                                                                (unaudited)
<S>                                                          <C>                    <C>            
          ASSETS
          Current assets:
             Cash and cash equivalents                       $           529        $         1,290
             Accounts receivable, net                                  6,485                  5,210
             Notes and other receivables                                 631                    771
             Inventories                                               4,270                  4,179
             Prepaids and other current assets                           396                    369
             Deferred income taxes                                       532                    507
                                                             ----------------       ----------------
                  Total current assets                                12,843                 12,326

          Fixed assets, net                                            1,567                  1,522
          Goodwill                                                     4,274                  4,403
          Investment in joint venture                                     18                     18
          Other assets                                                    68                    566
          Deferred income taxes                                           89                     89
                                                               --------------         --------------
                  Total assets                               $        18,859        $        18,924
                                                             ================       ================

          LIABILITIES
          Current Liabilities:
             Accounts payable                                $         2,390        $         2,598
             Accrued liabilities                                       2,164                  2,198
             Current portion of long-term debt                            99                    107
                                                             ----------------       ----------------
                  Total current liabilities                            4,653                  4,903
          Long-term debt, less current portion                           720                    667
                                                             ----------------       ----------------
                  Total liabilities                                    5,373                  5,570
                                                             ----------------       ----------------

          SHAREHOLDERS' EQUITY
          Common stock                                                     0                      0
          Additional paid-in capital                                  13,930                 13,930
          Note receivable from shareholder                               (86)                   (86)
          Cumulative translation adjustments                             (28)                     0
          Accumulated deficit                                           (330)                  (490)
                                                             ----------------       ----------------
                  Total shareholders' equity                          13,486                 13,354
                                                             ----------------       ----------------
                  Total liabilities and shareholders' equity $        18,859        $        18,924
                                                             ================       ================
<FN>

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

</FN>
</TABLE>
                                     Page 3

<PAGE>

<TABLE>
                                FIBERSTARS, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                 (amounts in thousands except per share amounts)
                                   (unaudited)
<CAPTION>
                                                             Three Months Ended March 31,
                                                                1999              1998
                                                            ------------       ----------
<S>                                                         <C>                <C>  
        Net sales                                           $     7,182        $   4,659
        Cost of sales                                             4,206            3,144
                                                            ------------       ----------
                  Gross profit                                    2,976            1,515
                                                            ------------       ----------

        Operating expenses:
            Research and development                                329              306
            Sales and marketing                                   1,858            1,278
            General and administrative                              543              402
                                                            ------------       ----------
                  Total operating expenses                        2,730            1,986
                                                            ------------       ----------
                      Income (loss) from operations                 246             (471)

        Other income:
            Interest income, net                                      4               63
                                                            ------------       ----------
                  Income (loss) before income taxes                 250             (408)
        Benefit from (provision for) income taxes                   (90)             147
                                                            ------------       ----------
                  Net income (loss)                         $       160        $    (261)
                                                            ============       ==========

        Net income (loss) per share - basic                 $      0.04        $   (0.07)
                                                            ============       ==========
        Shares used in per share calculation - basic              3,983            3,515
                                                            ============       ==========

        Net income (loss) per share - diluted               $      0.04        $   (0.07)
                                                            ============       ==========
        Shares used in per share calculation - diluted            4,031            3,515
                                                            ============       ==========
<FN>

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

                                     Page 4


<PAGE>

                                FIBERSTARS, INC.
               CONSOLIDATED STATEMENTS OF COMPREHENSIVE OPERATION
                 (amounts in thousands except per share amounts)
                                   (unaudited)

                                                   Three Months Ended March 31,
                                                       1999             1998
                                                   -----------      -----------

Net income (loss)                                  $      160       $     (261)

Other comprehensive loss, net of tax:
    Foreign currency translation adjustments              (28)               0
                                                   -----------      -----------
         Comprehensive income (loss)               $      132       $     (261)
                                                   ===========      ===========

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

                                     Page 5



<PAGE>


<TABLE>
                                 FIBERSTARS INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (amounts in thousands)
                                   (unaudited)

<CAPTION>
                                                                   Three months ended March 31,
                                                                         1999           1998
                                                                      -------        -------
<S>                                                                   <C>            <C>     
                                                                                   
Cash flows from operating activities:                                              
      Net income (loss)                                               $   160        $  (261)
                                                                      -------        -------
      Adjustments to  reconcile  net  income  (loss)  to net                       
               cash  provided  by                                                  
               operating activities:                                               
                Depreciation and amortization                             263            125
                Provision for doubtful accounts receivable                 19             29
                Deferred income taxes                                     (25)          (147)
                Changes in assets & liabilities:                                   
                        Accounts receivable, trade                     (1,294)        (1,844)
                        Notes and other receivable                        (65)            28
                        Inventories                                       (91)            30
                        Prepaid expenses and other current assets.        (27)          (132)
                        Other assets                                      498             (2)
                        Accounts payable                                 (208)           301
                        Accrued liabilities                               (34)           280
                                                                      -------        -------
                                Total adjustments                        (964)        (1,332)
                                                                      -------        -------
                Net cash used in operating activities                    (804)        (1,593)
                                                                      -------        -------
                                                                                   
                                                                                   
Cash flows from investing activities:                                              
      Sale of short-term investments                                        0          2,008
      Cash received against loans made under notes receivable             205              0
      Acquisition of fixed assets                                        (239)          (110)
                                                                      -------        -------
                Net cash provided by (used in) investing activities       (34)         1,898
                                                                      -------        -------
                                                                                   
Cash flows from financing activities:                                              
      Cash proceeds from sale of common stock                               0             84
      Repayment of long term debt                                          (2)            (8)
      Addition to long term debt                                           47              0
                                                                      -------        -------
                Net cash provided by financing activities                  45             76
                                                                      -------        -------
                                                                                   
Effect of exchange rate changes on cash                                    32              0
                                                                      -------        -------
Net increase (decrease) in cash and cash equivalents                     (761)           381
Cash and cash equivalents, beginning of period                          1,290            523
                                                                      -------        -------
Cash and cash equivalents, end of period                              $   529        $   904
                                                                      =======        =======
<FN>
   The accompanying notes are an integral part of these financial statements.
</FN>
</TABLE>
                                     Page 6


<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,  1998.,  contained in the  Company's  1998 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 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.

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):

                                                    Three months ended March 31,
                                                    ----------------------------
                                                      1999              1998
                                                    ------            ------
Numerator - Basic and diluted EPS                                
     Net income (loss)                              $  160            $  (261)
     Denominator - Basic EPS                                     
     Weighted average shares outstanding             3,983             3,515
                                                    ------            ------
Basic earnings per share                            $ 0.04            $ (0.07)
                                                    ======            ======= 
                                                                 
Denominator - Diluted EPS                                        
     Denominator - Basic EPS                         3,983             3,515
     Effect of dilutive securities:                              
         Stock options and warrants                     48              --   
                                                    ------            ------
                                                     4,031             3,515
                                                    ======            ======

Options  and  warrants  to  purchase  1,193,140  shares  of  common  stock  were
outstanding  at March 31,  1999,  but were not  included in the  calculation  of
diluted EPS because their inclusion would have been  antidilutive.  At March 31,
1998,  options and warrants to purchase 250,303 were  

                                     Page 7

<PAGE>

outstanding,  but were not  included in the  calculation  of diluted EPS because
their inclusion would have been antidilutive.

2.  Inventories

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

                                            March 31,             December 31,
                                              1999                    1998
                                              ----                    ----
                                           (unaudited)
Raw materials                                $3,099                  $2,780
Finished Goods                                1,171                   1,399
                                             ------                  ------
                                             $4,270                  $4,179
                                             ======                  ======

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. A
separate statement of comprehensive income has been presented with this report.

4.       Significant Equity Transactions

There were no significant equity transactions during the quarter.

5.  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  disclosures  would not be required until
the first quarter immediately subsequent to the fiscal year in which SFAS 131 is
effective. The Company operates in one segment and will not be reporting product
segment information.

                                     Page 8


<PAGE>


6.       Segments and Geographic Sales

The Company operates in a single industry segment that manufactures, markets and
sells fiber  optic  lighting  products.  The Company  markets its  products  for
worldwide  distribution  primarily through  independent  sales  representatives,
distributors  and swimming  pool builders in North  America,  Europe and the Far
East.

A summary of geographic sales is as follows (in thousands):

                                                   Three months ended March 31,
                                                   ----------------------------
                                                     1999              1998 
                                                     ----              ----  
                                                  (unaudited)       (unaudited)
U.S. Domestic                                       $4,692             $4,113
Foreign                                              2,490                546
                                                    ------             ------
                                                    $7,182             $4,659
                                                    ======             ======

                                     Page 9
<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.

RESULTS OF OPERATIONS

Net sales increased 54% to $7,182,000 for the quarter ending March 31, 1999. The
increase was a result of growth in the  commercial  lighting  and pools  product
sales.  Revenue  from  companies  acquired in 1998 also  contributed  to revenue
growth in the 1st quarter.

Gross profit increased to $2,976,000 in the 1st quarter of 1999, a 97% increase.
The gross profit  margin was 41.4% for the quarter,  an increase  from the 32.5%
gross margin  achieved in the 1st quarter of 1998.  The increase in gross margin
was primarily a result of lower  lightbox  costs in 1999 versus 1998, as well as
lower freight and warranty expenses.

Research and  development  expenses  were $329,000 in the 1st quarter of 1999, a
7.5%  increase  over 1998.  The  increase is largely due to  additional  product
testing  expenses in 1999 as compared to the same period in 1998.  Research  and
development  expenses  were 5% of sales in in the 1st quarter  1999 versus 7% in
1998. Sales and marketing expenses were $1,858,000 in the 1st quarter of 1999 as
compared to  $1,278,000  in 1998, an increase of 45%. The increase was primarily
due to  $580,000  in  additional  expenses  for the 1st quarter of 1999 from the
companies  acquired  in 1998 for which there were no expenses in the 1st quarter
of 1998.  Sales and  marketing  expenses were 26% of sales in the 1st quarter of
1999 compared to 27% in 1998. General and administrative  costs were $543,000 in
the 1st quarter  1999,  an increase of 35% over 1998 costs.  This  increase  was
largely a result of  additional  general and  administrative  costs in the first
quarter of 1999 from companies acquired in 1998 for which there were no expenses
in the 1st quarter of 1998. General and administrative  costs were 8% of revenue
in the quarter  ending  March 31,  1999 versus 9% for the same  quarter in 1998.
Total  operating  expenses  were  38% of  sales  in the 1st  quarter  of 1999 as
compared to 43% in 1998.

Other income and expense  includes  interest  income and  expense.  Net interest
income was $4,000 in the 1st quarter of 1999  compared  to $63,000 in 1998.  The
decrease was due primarily to a use of cash in 1998 to acquire three  companies,
along with a general decrease in interest rates since the 1st quarter of 1998.

The income tax rate in the 1st quarter 1999 was 36%,  the same rate  recorded in
1998.  The tax rate is lower than  historical  rates due to the  recognition  of
certain tax benefits accumulated over prior years.

                                    Page 10
<PAGE>

As a result of the  increase  in sales in the 1st  quarter of 1999 over the same
quarter in 1998 along with the improvement in gross margin, the Company recorded
net income of  $160,000  in the 1st quarter of 1999 as compared to a net loss of
$261,000 for the same period in 1998.

LIQUIDITY AND CAPITAL RESOURCES

For the quarter ended March 31, 1999,  cash and cash  equivalents  when combined
with short-term investments were $529,000 as compared to $1,290,000 for the year
ended December 31, 1998. During the quarter,  net income contributed $160,000 to
cash, however cash was utilized to increase working capital, primarily due to an
increase in accounts  receivable  for purchases of "early buy" products on dated
terms to  distributors  in the pools  market,  resulting  in an  overall  use of
$804,000 in cash for operating activities. Cash utilized to acquire fixed assets
was  partially  offset  by  cash  received  against  loans   outstanding  for  a
divestiture  made in fiscal 1998,  resulting in a net use of $34,000 in cash for
investing  activities.  There  was a net use of  $45,000  in cash for  financing
activities,  primarily for additions to long term debt for the completion of the
office  facility  in  Germany.  As a result  of the  uses of cash for  operating
activies,  investing  activities and financing activities combined with exchange
rate effects,  there was a net use of cash in the 1st quarter of $761,000  which
resulted  in an ending cash  balance of  $529,000.  It is  expected  that as the
"early buy"  invoices are  collected  during the 2nd quarter that cash  balances
will increase from this level.

The  Company  has a $2  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.  As of March  31,  1999 the  Company  had
$249,000  utilized  against this  facility  for the purpose of securing  certain
borrowings made by its German subsidiary as part of its building loan.

The Company  also had a total  borrowing of $720,000  against a credit  facility
held by its  German  subsidiary.  This  borrowing  is  largely  held in order to
finance the building of new offices owned by the Company in Berching, Germany.

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.

OTHER FACTORS

This Report on Form 10QSB contains forward-looking  statements.  Such statements
generally  concern  future  operating  results,  capital  expenditures,  product
development and enhancements,  liquidity and strategy.  Specific forward-looking
statements in this report  include,  without  limitation,  statements  regarding
improvements  in the Company's  cash  position.  We may not update these forward
looking  statements,  and  the  occurrence  of the  events  predicted  in  these
statements is subject to a number of risks and  uncertainties,  including  those
discussed in this report.  These risks and uncertainties  could cause our actual
results to differ  materially from the results  predicted in our forward looking
statements.  You are  encouraged to consider all the  information in this report
along with our other  periodic  reports on file with the SEC, prior to investing
in our stock.

                                    Page 11
<PAGE>

BUSINESS RISKS AND UNCERTAINTIES

Our quarterly  operating results can vary significantly  depending upon a number
of factors.  It is difficult to predict the lighting market's  acceptance of our
products on a quarterly  basis,  and the level and timing of orders received can
fluctuate substantially. Our sales volumes also fluctuate.  Historically we have
shipped a substantial  portion of our quarterly  sales in the last month of each
of the second and  fourth  quarters  of the year.  Significant  portions  of our
expenses  are  relatively  fixed in advance  based upon our  forecasts of future
sales. If sales fall below our expectations in any given quarter, we will not be
able to make  any  significant  adjustment  in our  operating  expenses  and our
operating  results  will  be  adversely  affected.  In  addition,   our  product
development and marketing  expenditures may vary  significantly  from quarter to
quarter and are made well in advance of potential resulting revenue.

Sales of our pool and spa lighting products,  which currently are available only
with newly constructed pools and spas,  depend  substantially  upon the level of
new   construction.   Sales  of   commercial   lighting   products  also  depend
significantly upon the level of new building  construction and the renovation of
existing  buildings.  Construction levels are affected by housing market trends,
interest rates, and the weather. Because of the seasonality of construction, our
sales of swimming pool and commercial  lighting  products,  and thus our 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 we cannot  predict  the extent to which  these  seasonal
trends will  continue.  We believe our business has been  favorably  impacted by
recent strength in the overall U.S.  economy.  If the U.S. economy softens,  our
operating results will probably suffer.

Competition  is  increasing  in a number of our  markets.  A number of companies
offer directly competitive products, including fiber optic lighting products for
downlighting, display case and water lighting, and neon and other lighted signs.
Our competitors  include some very large and well established  companies such as
Philips,  Schott,  3M,  Bridgestone,   Mitsubishi,   Osram/Siemens  and  Rohm  &
Haas/Advanced Lighting  Technologies.  All of these companies have substantially
greater financial,  technical and marketing  resources than we do. We anticipate
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 also adversely affect our operating  results to
the extent we do not compete effectively.

We believe  the  success of our  business  depends  primarily  on our  continued
technical  innovation,   marketing  abilities  and  responsiveness  to  customer
requirements,  rather than on patents, trade secrets, trademarks, copyrights and
other intellectual property rights. Nevertheless, we have a policy of seeking to
protect our intellectual  property through,  among other things, the prosecution
of patents  with respect to certain of our  technologies.  There are many issued
patents and pending patent  applications in the field of fiber optic technology,
and certain of our  competitors  hold and have  applied  for patents  related to
fiber optic  lighting.  Although to date we have not been involved in litigation
challenging our intellectual property rights or asserting  intellectual property
rights of others, we have in the past received communications from third parties
asserting  rights in our patents or that our technology  infringes  intellectual
property  rights  held by such third  parties.  Based on  information  currently
available to us we do not believe that any such claims  involving our technology
or patents are meritorious.  However, we may be required to engage in litigation
to protect our patent rights or to defend  against the claims of 

                                    Page 12
<PAGE>

others.  In the event of litigation to determine the validity of any third party
claims or claims by us against such third party, such litigation, whether or not
determined in our favor, could result in significant expense.

Our business is subject to additional  risks that could materially and adversely
affect our future business, including:

o   manufacturing  risks,  including  the risks of  shortages  in  materials  or
    components necessary to our manufacturing and assembly  operations,  and the
    risks of increases in the prices of raw materials and components;

o   sales and  distribution  risks,  such as risks of changes in product  mix or
    distribution channels that result in lower margins;

o   risks of the loss of a significant  distributor or sales  representative; 

o   risks of the loss of a  significant  customer or swimming  pool  builder;  

o   risks of the effects of volume  discounts that we grant from time to time to
    our larger customers, including reduced profit margins;

o   risks of product returns and exchanges;  in this regard,  as noted above, we
    have  increased  our  warranty  reserve  in the  fourth  quarter  of 1998 in
    response to  evidence  of  defective  lamps in certain of our  products.  We
    cannot assure you we will not experience  similar component  problems in the
    future that could also require increased warranty reserves and manufacturing
    costs.

o   risks associated with product development and introduction problems, such as
    increased  research,  development and marketing expenses associated with new
    product introductions; and

o   risks  associated  with  delays  in the  introduction  of new  products  and
    technologies, including lost sales and loss of market share.

We have  recently  completed  a series  of  three  acquisitions,  including  two
acquisitions in Europe, and are now faced with the difficult task of integrating
personnel,  marketing and operations of these recently  acquired  companies.  We
have no significant prior experience integrating acquired companies,  and we may
face unforeseen  difficulties which we are unable to readily address. If we fail
to effectively  utilize the new additions to our management and technical  teams
resulting  from our  acquisitions,  if our  customers  or the  customers  of the
acquired  companies do not react  favorably to the  acquisitions,  or if we fail
otherwise to realize the potential benefits of these transactions,  our business
and operating results could be adversely affected.

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,
within the next year,  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.

                                    Page 13
<PAGE>

The Company utilizes and is dependent upon data processing computer hardware and
software to conduct its business,  and in 1998  completed an upgrade of hardware
and software at an  approximate  cost of $30,000.  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 identify 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 manual processing of
certain key transactions, would significantly mitigate the impact.

The Company has made  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  inquiries with these customers and suppliers
will be ongoing through the end of 1999. As of this report,  the Company has had
responses from a portion of these customers and suppliers.  Of those responding,
the majority are compliant,  with the rest  indicating they will be compliant by
year end 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.

Year 2000  costs  relating  to the  Company's  own  computer  systems  including
consulting fees and costs to remediate or replace  hardware and software as well
as  non-incremental  costs resulting from redeployment of internal resources are
estimated  to be  immaterial  . The Company is not able to  accurately  estimate
potential  costs  associated  with the Year  2000  issues of its  customers  and
suppliers,  and is in the process of verifying that these companies will be year
2000 compliant by the end of 1999.  There can be no assurance that the estimated
costs for  remediating  the  Company's  own systems as well as  estimated  costs
associated with the potential  non-compliance of its customers and suppliers 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.

                                    Page 14
<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: May 14, 1999


                                    By: /s/  Robert A. Connors
                                        ------------------------------
                                             Robert A. Connors
                                             Chief Financial Officer

                                    (Principal Financial and Accounting Officer)



                                    Page 15


<PAGE>


                                INDEX TO EXHIBITS


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

    27        Financial Data Schedule




                                    Page 16


<TABLE> <S> <C>



<ARTICLE>                     5
<MULTIPLIER>                  1,000
       

<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                              DEC-31-1999
<PERIOD-START>                                 JAN-01-1999
<PERIOD-END>                                   MAR-31-1999
<CASH>                                           529
<SECURITIES>                                       0
<RECEIVABLES>                                  6,485
<ALLOWANCES>                                      19
<INVENTORY>                                    4,270
<CURRENT-ASSETS>                              12,843
<PP&E>                                         4,257
<DEPRECIATION>                                 2,690
<TOTAL-ASSETS>                                18,859
<CURRENT-LIABILITIES>                          4,653
<BONDS>                                            0
<COMMON>                                      13,930
                              0
                                        0
<OTHER-SE>                                         0
<TOTAL-LIABILITY-AND-EQUITY>                  18,859
<SALES>                                        7,182
<TOTAL-REVENUES>                               7,186
<CGS>                                          4,206
<TOTAL-COSTS>                                  4,206
<OTHER-EXPENSES>                               2,730
<LOSS-PROVISION>                                   0
<INTEREST-EXPENSE>                                 0
<INCOME-PRETAX>                                  250
<INCOME-TAX>                                      90
<INCOME-CONTINUING>                                0
<DISCONTINUED>                                     0
<EXTRAORDINARY>                                    0
<CHANGES>                                          0
<NET-INCOME>                                     160
<EPS-PRIMARY>                                   0.04
<EPS-DILUTED>                                   0.04

        

</TABLE>


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