U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form 10-Q
(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, 2000
----------------
[ ] 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)
44259 Nobel 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, 2000: 4,042,348
Index to Exhibits is at page 15
FIBERSTARS, INC.
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TABLE OF CONTENTS
Page
----
Part I - FINANCIAL INFORMATION
Item 1 Financial Statements:
a. Consolidated Balance Sheets
March 31, 2000 and December 31, 1998...........................3
b. Consolidated Statements of Operations
Three months ended March 31, 2000 and 1999.....................4
c. Consolidated Statements of Comprehensive Operation
Three months ended March 31, 2000 and 1999.....................5
d. Consolidated Statements of Cash Flows
Three months ended March 31, 2000 and 1999.....................6
e. Notes to Financial Statements................................7-9
Item 2 Management's Discussion and Analysis of Financial
Condition and Results of Operations.............................10-13
Part II - OTHER INFORMATION
Item 6 Exhibits and Reports on Form 8-K...................................14
Signatures.........................................................14
EXHIBITS
Index to Exhibits..................................................15
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
<TABLE>
FIBERSTARS, INC.
CONSOLIDATED BALANCE SHEETS
(amounts in thousands)
<CAPTION>
March 31, December 31,
2000 1999
------------- -------------
(unaudited)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 487 $ 1,904
Accounts receivable trade, net 9,757 6,533
Notes and other accounts receivables 142 250
Inventories, net 5,139 4,269
Prepaids and other current assets 363 428
Deferred income taxes 662 662
------------- -------------
Total current assets 16,550 14,046
Fixed assets, net 2,764 2,242
Goodwill, net 4,754 3,800
Other assets 216 218
Deferred income taxes 405 86
------------- -------------
Total assets $ 24,689 $ 20,392
============= =============
LIABILITIES
Current Liabilities:
Accounts payable $ 3,189 $ 2,572
Accrued expenses 2,537 2,518
Draw on line of credit 1,500 0
Current portion of long-term debt 8 8
------------- -------------
Total current liabilities 7,234 5,098
Long-term debt, less current portion 521 626
------------- -------------
Total liabilities 7,755 5,724
------------- -------------
SHAREHOLDERS' EQUITY
Common stock 1 0
Value of warrants outstanding 2,550 0
Additional paid-in capital 14,133 13,973
Note receivable from shareholder (75) (75)
Cumulative translation adjustments (220) (153)
Retained earnings 545 923
------------- -------------
Total shareholders' equity 16,934 14,668
------------- -------------
Total liabilities and shareholders' equity $ 24,689 $ 20,392
============= =============
<FN>
The accompanying notes are an integral
part of these financial statements
page 3
</FN>
</TABLE>
<PAGE>
<TABLE>
FIBERSTARS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(amounts in thousands except per share amounts)
(unaudited)
<CAPTION>
Three Months Ended March 31,
2000 1999
-------------- -------------
<S> <C> <C>
Net sales $ 8,782 $ 7,182
Cost of sales 5,090 4,206
---------------- ----------------
Gross profit 3,692 2,976
---------------- ----------------
Operating expenses:
Research and development 426 329
Sales and marketing 2,209 1,858
General and administrative 694 543
Write-off in-process technology acquired 938 0
---------------- ----------------
Total operating expenses 4,267 2,730
---------------- ----------------
Income (loss) from operations (575) 246
Other income (loss):
Interest income, net (15) 4
---------------- ----------------
Income (loss) before income taxes (590) 250
Provision for income taxes 212 (90)
---------------- ----------------
Net income (loss) $ (378) $ 160
================ ================
Net income (loss) per share - basic $ (0.09) $ 0.04
================ ================
Shares used in per share calculation - basic 4,308 3,983
================ ================
Net income (loss) per share - diluted $ (0.09) $ 0.04
================ ================
Shares used in per share calculation - diluted 4,308 4,031
================ ================
</TABLE>
page 4
<PAGE>
FIBERSTARS, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE OPERATION
(amounts in thousands except per share amounts)
(unaudited)
Three Months Ended March 31,
2000 1999
---------- ----------
Net income (loss) $ (378) $ 160
Other comprehensive loss, net of tax:
Foreign currency translation adjustments (105) (28)
Income tax benefit 38
------------ ------------
Comprehensive income (loss) $ (445) $ 132
============ ============
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,
2000 1999
--------------- --------------
<S> <C> <C>
Cash flows from operating activities:
Net income (loss) $ (378) $ 160
--------------- --------------
Adjustments to reconcile net income (loss) to net cash used
in operating activities:
Depreciation and amortization 323 263
Write-off in-process technology acquired 938 0
Provision for doubtful accounts receivable 37 19
Deferred income taxes (319) (25)
Changes in assets & liabilities:
Accounts receivable (3,332) (1,294)
Notes and other receivable 68 (65)
Inventories (901) (91)
Prepaid expenses and other current assets 64 (27)
Other assets (126) 498
Accounts payable 644 (208)
Accrued expenses 40 (34)
--------------- --------------
Total adjustments (2,564) (964)
--------------- --------------
Net cash used in operating activities (2,942) (804)
--------------- --------------
Cash flows from investing activities:
Repayment of loan made to officers 40 0
Cash received against loans made under notes receivable 0 205
Acquisition of fixed assets (140) (239)
--------------- --------------
Net cash used in investing activities (100) (34)
--------------- --------------
Cash flows from financing activities:
Cash proceeds from sale of common stock 160 0
Repayment of long-term debt (17) (2)
Proceeds from drawn on line of credit 1,500 47
--------------- --------------
Net cash provided by financing activities 1,643 45
--------------- --------------
Effect of exchange rate changes on cash (18) 32
--------------- --------------
Net decrease in cash and cash equivalents (1,417) (761)
Cash and cash equivalents, beginning of period 1,904 1,290
--------------- --------------
Cash and cash equivalents, end of period $ 487 $ 529
=============== ==============
Non-cash investing activities:
Fair value of assets acquired $ 2,550 $ 0
Warrants for capital stock issued (2,550) 0
=============== ==============
<FN>
The accompanying notes are an integral
part of these financial statements
page 6
</FN>
</TABLE>
<PAGE>
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, 1999, contained in the Company's 1999 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,
----------------------------
2000 1999
---- ----
Numerator - Basic and diluted EPS
Net income $ (378) $ 160
Denominator - Basic EPS
Weighted average shares outstanding 4,308 3,983
------- ------
Basic earnings per share $(0.09) $ 0.04
======= ======
Denominator - Diluted EPS
Denominator - Basic EPS 4,308 3,983
Effect of dilutive securities:
Stock options -- 48
------- ------
4,308 4,031
------- ------
Diluted earnings per share $ (0.09) $ 0.04
======= ======
Options and warrants to purchase 10,000 shares of common stock were outstanding
at March 31, 2000, 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 985,335 were outstanding, but were not included in the
calculation of diluted EPS because their inclusion would have been antidilutive.
2. Inventories
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<PAGE>
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,
-------- ------------
2000 1999
---- ----
(unaudited)
Raw materials $ 3,504 $ 2,736
Finished Goods 1,635 1,533
-------- --------
$ 5,139 $ 4,269
======== ========
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 net sales, 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
Warrants valued at $2,550,000 were issued as part of the Company's acquisition
of Unison Fiber Optic Systems, LLC (see Note 6) .
5. 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,
----------------------------
2000 1999
---- ----
(unaudited) (unaudited)
U.S. Domestic $ 5,792 $ 4,692
U.S. Export 1,152 489
European subsidiaries 1,838 2,001
--------- --------
$ 8,782 $ 7,182
========= ========
6. Acquisitions
On February 1, 2000 the Company completed the acquistion of selected assets of
Unison Fiber Optic Systems, LLC, a joint venture between Advanced Lighting
Technologies, Inc.
Page 8
<PAGE>
("ADLT") and Rohm & Haas Company. The Company acquired key personnel,
technologies, fixed assets totaling $625,000 and, subject to achievement of
development milestones, up to $2 million in development funds from Unison. In
exchange for this the Company issued warrants to ADLT for the purchase of up to
1 million shares of the Company's common stock at $0.01 per share. These
warrants may not be exercised until the price of the Company's stock reaches
certain trading levels on the Nasdaq National Market, as follows: 250,000 will
be exercisable when the the Company's stock price reaches $6.00; 250,000 when
the price reaches $8.00; 250,000 when the price reaches $10.00; and 250,000 when
the price reaches $12.00. These prices must be maintained as an average over at
least 30 days. In addition, at each price level, certain sales milestones must
be reached on products of Unison technology before the warrants can be
exercised. At ADLT's option, the warrants may be exchanged by ADLT, regardless
of their exercisability, for up to 445,000 newly issued Fiberstars shares.
The following table presents the unaudited pro forma results for the 1st quarter
assuming the company had acquired Unison at the beginning of 1999 and 2000
respectively. Net income and diluted earnings per share amounts have been
adjusted to include goodwill amortization of $26,000. This information may not
necessarily be indicative of the future combined results of the Company.
Three Months Ended March 31,
2000 1999
-------- --------
Revenues $ 8,782 $ 7,411
Net income (383) (1,227)
Diluted earnings per share $ (0.09) $ (0.31)
Basic earnings per share $ (0.09) $ (0.30)
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<PAGE>
Item 2. Management's Discussion and Analysis of Results of Operations and
Financial Condition
The following discussion should be read in conjunction with the attached
financial statements and notes thereto.
RESULTS OF OPERATIONS
Net sales increased 22% to $8,782,000 for the quarter ending March 31, 2000. The
increase was a result of growth in the pools product sales, although certain
market segments experienced growth in the commercial lighting product sales as
well.
Gross profit increased to $3,692,000 in the 1st quarter of 2000, a 24% increase
over the same period in the prior year. The gross profit margin was 42% for the
quarter, an increase from the 41% gross margin achieved in the 1st quarter of
1999. The increase in gross margin was primarily a result of lower warranty
costs and product cost savings in 2000 versus 1999.
Research and development expenses were $426,000 in the 1st quarter of 2000, a
29% increase over the 1st quarter of 1999 due to higher personnel and product
related costs. As a percentage of net sales, research and development were 5%
for the 1st quarter versus 5% in the 1st quarter of the prior year.
Sales and marketing expenses were $2,209,000 in the 1st quarter of 2000 as
compared to $1,858,00 in 1999, an increase of 19%. The increase was primarily
due to additional personnel and marketing expenses associated with the Company's
acquisition of Unison Fiber Optic Lighting Systems, LLC ("Unison") combined with
higher expenses in Europe. Sales and marketing expenses were 25% of sales in the
1st quarter of 2000 compared to 26% for the same quarter in 1999.
General and administrative costs were $694,000 in the 1st quarter 2000, an
increase of 28% over costs in the 1st quarter of 1999. This increase was largely
a result of additional personnel, legal and accounting fees in 2000 over the 1st
quarter of 1999. General and administrative costs were 8% of net sales in the
quarter ending March 31, 2000 versus 8% for the same quarter in 1999.
An additional expense, write-off of in-process technology acquired, of $938,000
was incurred in the 1st quarter of 2000 as compared to no such expense in 1999.
This expense is for the write-off of Unison acquisition costs which are directly
associated with the valuation of products which were still under development at
the time of the acquistion and for which marketabilty is not yet proven.
Total operating expenses, excluding the write-off of in-process technology
acquired, were 38% of net sales in the 1st quarter of 2000 compared to 38% for
the same period in the prior year.
Other income and expense includes income from joint ventures and interest income
and expense. Net interest expense was $15,000 in the 1st quarter of 2000
compared to net interest income of $4,000 in 1999. The decrease was due
primarily to a use of cash in the 1st quarter 2000 to fund additional accounts
receivable, largely with the pool lighting distributors , as well as to fund
higher inventories in anticipation of the 2nd quarter shipments.
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<PAGE>
The income tax rate in the 1st quarter 2000 was 36%, the same rate recorded in
1999. The tax rate is lower than historical rates due to the recognition of
certain tax benefits accumulated over prior years.
The Company recorded a net loss of $378,000 in the 1st quarter of 2000,
substantially as a result of the the one-time write-off expense partially offset
by additional gross profit from the increase in sales in the 1st quarter of 2000
over the same quarter in 1999 and the improvement in gross margin. This compares
to net income of $160,000 achieved in the 1st quarter of 1999. Excluding the
one-time write-off, the Company would have recorded net income of $223,000 for
the quarter, a 39% increase over 1999.
LIQUIDITY AND CAPITAL RESOURCES
For the period ended September 30, 1999, cash and cash equivalents when combined
with short-term investments were $487,000 as compared to $1,904,000 for the year
ended December 31, 1998.
During the first three months of 2000, net income used $378,000 of cash compared
to a $160,000 contribution from net income for the same period in 1999 . After
adjusting for depreciation, amortization and the write-off of in-process
technology acquired, there was $883,000 in cash contributed from operating
activities in the three month period as compared to a total contribution from
operating activities of $423,000 for the same period in 1999. However, after
accounting for cash utilized to fund working capital there was a utilization of
$2,857,000 in cash for operating activities in 2000 compared to a utilization of
$804,000 in the first quarter of 1999. The additional cash used in 2000 was for
funding additions to accounts receivable in association with the "early buy"
program with pool lighting distributors which exceeded last year's program and
with additions to inventories associated with purchases of fiber and other
components needed for shipments in the 2nd quarter.
There was a net contribution of $1,596,000 in cash in the 1st quarter of 2000
for financing activities, primarily from a draw down of $1,500,000 against the
Company's bank line of credit. There was also a contribution of $160,000 from
the sale of common stock associated with the exercise of stock options. This
compares to a net provision of cash of $45,000 for financing activities for the
first three months of 1999.
As a result of the cash utililized by operating activities and the cash
contributed by investing activities, combined with exchange rate effects, there
was a net utilization of cash in the first three months of 2000 of $1,417,000
which resulted in an ending cash balance of $487,000. This compares to a net
utilization of $761,000 in cash for the same period in 1999, resulting in an
ending cash balance of $529,000 for that period. It is expected that the cash
balances will increase during the 2nd quarter of 2000 as a result of the
collection of initial "early buy" accounts receivables.
The Company has a $2.5 million unsecured line of credit for working capital
purposes and a term loan commitment of $500,000 for equipment purchases. These
are renewed on an annual basis, with the most recent renewal in August 1999,
subsequent renewals will also be in August. As of March 31, 2000 the Company had
borrowings of $1,500,000 outstanding against its line of credit.
The Company also had a total borrowing of $529,000 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.
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<PAGE>
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 10Q 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.
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 net sales. A
softness in the commercial lighting market in the past year has affected the
Company's shipments and two of it's competitors have experienced financial
difficulties. The Company has no way of knowing when this weakness in the
commercial lighting market will subside.
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
net sales 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. 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
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<PAGE>
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 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.
Item 3. Qualitative or Quantitative Disclosures About Market Risk
At quarter end March 31, 2000, the Company had $230,000 in cash held in foreign
currencies as translated at period end foreign currency exchange rates. The
balances for case held overseas in foreign currencies is subject to exchange
rate risk. The Company has a policy of maintaining cash balances in local
currencies unless an amount of cash is occasionally transferred in order to
repay intercompany debts.
Page 13
<PAGE>
PART II - OTHER INFORMATION
Item 4. Submission of Matters to Vote of Security Holders
On January 28, 2000, a Special Meeting of Shareholders took place at the
Company's corporate headquarters in Fremont, California. The meeting was held to
consider and vote on a proposal to approve the issuance of up to an aggregate of
1,000,000 shares of Fiberstars common stock upon exercise or exchange of certain
warrants granted pursuant to an Asset Purchase Agreement, dated on or about
January 14, 2000, among Fiberstars and Unison Fiber Optic Lighting Systems, LLC
a Deleware limited liability company and wholly owned subsidiary of Advanced
Lighting Technologies, Inc., a significant shareholder of Fiberstars, under
which Fiberstars acquired certain assets and assumed certain liabilities of
Unison for consideration consisting of the Warrants. The number of votes were as
follows: 2,099,395 FOR 1,000 AGAINST, and 0 ABSTAIN. The number of broker
non-votes was 0.
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.
(c) Unison Asset Purchase Agreement
Items 1 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 15, 2000 By: /s/ Robert A.Connors
--------------------------------
Robert A.Connors
Chief Financial Officer
Principal Financial and Accounting Officer)
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<PAGE>
INDEX TO EXHIBITS
Exhibit Page
Number Number
2 Asset Purchase Agreement dated January 14, 2000, by and among
Unison Fiber Optic Lighting, LLC and the Registrant.
Incorporated by reference to Appendix A of the proxy statement
filed for the special meeting of shareholders held on January
28, 2000. 15
27 Financial Data Schedule
Page 15
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 487
<SECURITIES> 0
<RECEIVABLES> 9,757
<ALLOWANCES> 443
<INVENTORY> 5,139
<CURRENT-ASSETS> 16,550
<PP&E> 5,895
<DEPRECIATION> 3,131
<TOTAL-ASSETS> 24,689
<CURRENT-LIABILITIES> 7,234
<BONDS> 0
0
0
<COMMON> 14,133
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 24,689
<SALES> 8,782
<TOTAL-REVENUES> 8,767
<CGS> 5,090
<TOTAL-COSTS> 5,090
<OTHER-EXPENSES> 4,267
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (590)
<INCOME-TAX> (212)
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (378)
<EPS-BASIC> (0.09)
<EPS-DILUTED> (0.09)
</TABLE>
