USDATA CORP
10-Q, 1999-05-14
PREPACKAGED SOFTWARE
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<PAGE>   1

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             ----------------------
                                   FORM 10-Q


                                   (Mark One)

      X    Quarterly Report pursuant to Section 13 or 15(d) of the Securities
     ---                      Exchange Act of 1934
                 For the quarterly period ended 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 0-25936

                               USDATA Corporation
             (Exact Name of Registrant as Specified in Its Charter)

DELAWARE                                                         75-2405152
- -------------------------------------------------------------------------------
(State or Other Jurisdiction of                               (I.R.S. Employer
 Incorporation or Organization)                              Identification No.)

                2435 N. Central Expressway, Richardson, TX 75080
- -------------------------------------------------------------------------------
                    (Address of Principal Executive Offices)
                                   (Zip Code)

Registrant's Telephone Number, Including Area Code:  (972) 680-9700

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

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
requirements for the past 90 days.

         Yes   X                                      No     
              ---                                         ---

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

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of May 3, 1999


                                                                Number of Shares
                  Class                                           Outstanding

Common Stock, Par Value $.01 Per Share                         11,402,366 shares



<PAGE>   2

                      USDATA CORPORATION AND SUBSIDIARIES
                                   FORM 10-Q
                          QUARTER ENDED MARCH 31, 1999

                               TABLE OF CONTENTS
<TABLE>
<CAPTION>

                                                                           Page
                                                                          Number
PART I.     FINANCIAL INFORMATION

<S>         <C>                                                           <C>
            Item 1.   Financial Statements

                      Consolidated Balance Sheets at
                      March 31, 1999 and December 31,
                      1998                                                 3

                      Consolidated Statements of Operations
                      and Comprehensive Income
                      for the Three Months Ended
                      March 31, 1999 and 1998                              4

                      Consolidated Statements of  Cash Flows
                      for the Three  Months Ended
                      March 31, 1999 and 1998                              5

                      Notes to Consolidated Financial
                      Statements                                           6

            Item 2.   Management's Discussion and Analysis
                      of Financial Condition and Results of
                      Operations                                           7

PART II.    OTHER INFORMATION

            Item 6.  Exhibits and Reports on Form 8-K                     12


            Signatures                                                    12

            Computation of Per Share Earnings                             13
</TABLE>



                                       2
<PAGE>   3

                       USDATA CORPORATION AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                 (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)


<TABLE>
<CAPTION>
                                                               MARCH 31,     DECEMBER 31,
                                                                 1999           1998
=========================================================================================
                                                              (unaudited)
<S>                                                           <C>            <C>
ASSETS
Current assets:
  Cash and cash equivalents                                   $  1,566       $  1,980
  Accounts receivable, net of allowance for doubtful
     accounts of $1,100 and $1,150, respectively                 6,082          6,095
  Deferred income taxes                                            533            533
  Other current assets                                             572            475
- ---------------------------------------------------------------------------------------
             Total current assets                                8,753          9,083
- ---------------------------------------------------------------------------------------

Property and equipment, net                                      1,707          1,825
Capitalized computer software development costs, net             4,358          4,127
Software held for resale, net                                    1,226          1,286
Other assets                                                       157             80
- ---------------------------------------------------------------------------------------
             Total assets                                     $ 16,201       $ 16,401
=========================================================================================

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable                                            $    751       $    755
  Deferred revenue                                               2,315          2,005
  Accrued compensation and benefits                                926          1,274
  Other accrued liabilities                                        707          2,072
- ---------------------------------------------------------------------------------------
             Total current liabilities                           4,699          6,106
- ---------------------------------------------------------------------------------------
             Total liabilities                                   4,699          6,106
- ---------------------------------------------------------------------------------------

Commitments and contingencies 
Stockholders' equity:
  Preferred stock, $.01 par value, 2,200,000 shares
     authorized; none issued or outstanding                         --             --
  Common stock, $.01 par value, 22,000,000 shares
    authorized; 14,343,550  issued in 1999 and 1998                143            143
  Additional paid-in capital                                    16,719         16,534
  Retained earnings                                              5,507          5,106
  Treasury stock at cost, 2,941,184 shares in 1999
     and 3,106,184 shares in 1998                              (10,332)       (10,929)
Other comprehensive income                                        (535)          (559)
- -----------------------------------------------------------------------------------------
             Total stockholders' equity                         11,502         10,295
- -----------------------------------------------------------------------------------------
             Total liabilities and stockholders' equity       $ 16,201     $   16,401
=========================================================================================
</TABLE>


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


                                        3
<PAGE>   4

                       USDATA CORPORATION AND SUBSIDIARIES
         CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
                      (IN THOUSANDS, EXCEPT PER SHARE DATA)
                                   (UNAUDITED)


<TABLE>
<CAPTION>

                                                                  THREE MONTHS ENDED
                                                                     MARCH 31,
                                                                --------------------
                                                                  1999         1998
====================================================================================

<S>                                                             <C>         <C>     
Net sales                                                       $ 6,278     $  5,640

Cost of sales                                                       430          368

- ------------------------------------------------------------------------------------
Gross profit                                                      5,848        5,272
- ------------------------------------------------------------------------------------

Operating expenses:
     Selling                                                      3,425        3,571
     Product development                                            610          822
     General and administrative                                   1,382        1,381
- ------------------------------------------------------------------------------------
Total operating expenses                                          5,417        5,774
- ------------------------------------------------------------------------------------

Income (loss) from operations                                       431         (502)

Interest income                                                      20           58
- ------------------------------------------------------------------------------------

Income (loss) from continuing operations before income taxes        451         (444)
Income tax provision                                                (50)          (2)
- ------------------------------------------------------------------------------------
Income (loss) from continuing operations                            401         (446)
- ------------------------------------------------------------------------------------

Discontinued operations:
     Loss from discontinued Systems Operations                       --         (219)
     Loss on disposal of discontinued System Operations,
        including operating losses of $250                           --       (1,500)
- ------------------------------------------------------------------------------------
          Loss from discontinued Systems Operations                  --       (1,719)
- ------------------------------------------------------------------------------------

Net income (loss)                                               $   401     $ (2,165)
====================================================================================

Other comprehensive income, net of tax:
     Foreign currency translation adjustment                         24           --
- ------------------------------------------------------------------------------------
Comprehensive income (loss)                                     $   425     $ (2,165)
====================================================================================

Earnings per share (basic & dilutive):
     Income (loss) from continuing operations                   $  0.04     $  (0.04)
     Loss from discontinued operations                               --        (0.16)
- ------------------------------------------------------------------------------------
        Net income (loss)                                       $  0.04     $  (0.20)
====================================================================================

     Weighted average shares outstanding                         11,261       11,100
====================================================================================
</TABLE>

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


                                        4
<PAGE>   5


                      USDATA CORPORATION AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)
                                  (UNAUDITED)


<TABLE>
<CAPTION>
                                                                               THREE MONTHS ENDED
                                                                                     MARCH 31,
                                                                               --------------------
                                                                                  1999       1998
===================================================================================================
<S>                                                                            <C>        <C>
Cash flows from operating activities:
Net income (loss) from continuing operations                                   $   401    $   (446)
- ---------------------------------------------------------------------------------------------------
   Adjustments to reconcile net income (loss)
   to cash flow from operating activities:
       Depreciation and amortization                                               272         507
       Changes in assets and liabilities:
            Accounts receivable                                                     13        (698)
            Deferred income taxes                                                   --           2
            Accounts payable and accrued liabilities                              (587)        640
            Deferred revenue                                                       310         112
            Accrued compensation and benefits                                     (348)       (189)
            Currency translation adjustment                                         24          --
            Other, net                                                            (173)       (292)
- ---------------------------------------------------------------------------------------------------
            Net cash used in continuing operations                                 (88)       (364)
- ---------------------------------------------------------------------------------------------------
Cash flows from investing activities:
       Capital expenditures                                                        (96)        (53)
       Capitalized software development costs                                     (230)       (573)
       Software held for resale                                                     --        (400)
- ---------------------------------------------------------------------------------------------------
            Net cash used in investing activities                                 (326)     (1,026)
- ---------------------------------------------------------------------------------------------------
Cash flows from financing activities:
       Proceeds from issuance of common shares                                      --         477
- ---------------------------------------------------------------------------------------------------
            Net cash provided by financing activities                               --         477
- ---------------------------------------------------------------------------------------------------
Cash flows from discontinued operations                                             --         326
- ---------------------------------------------------------------------------------------------------
Net decrease in cash and cash equivalents                                         (414)       (587)
Cash and cash equivalents, beginning of period                                   1,980       5,203
- ---------------------------------------------------------------------------------------------------
Cash and cash equivalents, end of period                                       $ 1,566    $  4,616
===================================================================================================

SUPPLEMENTAL DISCLOSURE:
   Common stock issued for purchase of software
       held for resale (see Note 3)                                            $   782          --
</TABLE>


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


                                        5
<PAGE>   6

USDATA CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
- -------------------------------------------------------------------------------

1.   SIGNIFICANT ACCOUNTING POLICIES

The accompanying unaudited consolidated financial statements of USDATA
Corporation and it's subsidiaries (the "Company") for the three month periods
ended March 31, 1999 and 1998 have been prepared in accordance with generally
accepted accounting principles. Significant accounting policies followed by the
Company were disclosed in the notes to the consolidated financial statements
included in the Company's Annual Report on Form 10-K for the year ended
December 31, 1998. In the opinion of the Company's management, the accompanying
consolidated financial statements contain the adjustments, consisting of normal
recurring accruals, necessary to present fairly the consolidated financial
position of the Company at March 31, 1999 and the consolidated results of its
operations and comprehensive income, and cash flows for the periods ended March
31, 1999 and 1998. Operating results for the three months ended March 31, 1999
are not necessarily indicative of the results that may be expected for the year
ending December 31, 1999.

2.   RECLASSIFICATIONS AND BASIS OF PRESENTATION

Certain prior year balances have been reclassified to conform with the 1999
presentation.

3.   SOFTWARE HELD FOR RESALE

On January 12, 1998, the Company purchased the underlying code to computer
software licenses which are held for resale in the ordinary course of business,
for $400,000 cash and 165,000 shares of the Company's common stock at a price
of $.01 per share. The stock was valued at $782,000, which reflects the closing
price of the Company's common stock on January 12, 1998. The common stock was
issued in March 1999 subject to certain restrictions regarding the sale or
transfer of such shares until January 2001.



                                       6
<PAGE>   7

USDATA CORPORATION AND SUBSIDIARIES

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF 
OPERATIONS
- -------------------------------------------------------------------------------

OVERVIEW

USDATA Corporation (the "Company") is a global supplier of real-time
manufacturing application development software that enables information
integration, decision support and supervisory control throughout the
manufacturing enterprise. The Company's component-based products help automate
manufacturing and process control applications, allowing customers to reduce
operating costs, shorten cycle times and improve product quality. The Company
provides this knowledge through software products and services, and delivers it
through a community of business partners. The Company brings nearly a
quarter-century of expertise in manufacturing performance improvement to its
partners and end-users.

Net sales are generated primarily from licenses of the FactoryLink(R) family of
products and Xfactory(TM), the Company's newest software product, and
secondarily from technical support and service agreements, training classes and
product related integration services. The support and service agreements are
generally one-year, renewable contracts entitling a customer to certain
software upgrades and technical support. Support and service revenue
represented approximately 10% and 11% of net sales during the three months
ended March 31, 1999 and 1998, respectively.

Included in the FactoryLink family of products are versions 6.5 and 6.6,
real-time information Windows NT and Windows 95 platforms, supporting powerful
client access environments and technologies and providing Year 2000 ("Y2K")
readiness. In addition, the Company offers FactoryLink WebClient, which
provides the ability to view and control any FactoryLink server running
Microsoft Windows NT using a simple web browser.

The Company's newest software product, Xfactory, was introduced in mid-1998.
Xfactory is a manufacturing execution software ("MES") product which
incorporates Microsoft's newest technologies and is built on Microsoft's
Distributed Internet Applications ("DNA") architecture. Xfactory enables
manufacturing plants to more easily and quickly automate their production
processes and is the first visual object modeling MES. The Xfactory software
product enables customers to develop versatile and flexible MES applications
for production management, product tracking, product scheduling and genealogy
tracking for manufacturing and production processes.

The Company focuses its sales efforts through selected distributors capable of
providing the level of support and expertise required in the real-time
manufacturing and process control application market. The Company currently has
seven channel support locations in the United States and six internationally to
support its sales efforts through its network of distributors.



                                       7
<PAGE>   8

USDATA CORPORATION AND SUBSIDIARIES

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF 
OPERATIONS
- -------------------------------------------------------------------------------

RESULTS OF OPERATIONS

The following table sets forth, for the periods indicated, selected statements
of income data as a percentage of net sales:

<TABLE>
<CAPTION>

                                                              THREE MONTHS ENDED
                                                                  MARCH 31,
                                                              ------------------
                                                              1999       1998
================================================================================
<S>                                                           <C>        <C>   
Net sales                                                     100.0%     100.0%

Cost of sales                                                   6.8%       6.5%

- --------------------------------------------------------------------------------
Gross profit                                                   93.2%      93.5%
- --------------------------------------------------------------------------------

Operating expenses:
     Selling                                                   54.6%      63.3%
     Product development                                        9.7%      14.6%
     General and administrative                                22.0%      24.5%
- --------------------------------------------------------------------------------
Total operating expenses                                       86.3%     102.4%
- --------------------------------------------------------------------------------

Income (loss) from operations                                   6.9%      (8.9)%

Interest income                                                 0.3%       1.0%
- --------------------------------------------------------------------------------

Income (loss) from continuing operations before income taxes    7.2%      (7.9)%
Income tax provision                                           (0.8)%     (0.0)%
- --------------------------------------------------------------------------------
Income (loss) from continuing operations                        6.4%      (7.9)%
- --------------------------------------------------------------------------------

Discontinued operations:
     Loss from discontinued Systems Operations                  0.0%      (3.9)%
     Loss on disposal of discontinued System Operations         0.0%     (26.6)%
- --------------------------------------------------------------------------------
          Loss from discontinued Systems Operations             0.0%     (30.5)%
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
Net income (loss)                                               6.4%     (38.4)%
================================================================================
</TABLE>

Net sales for the three months ended March 31, 1999, were $6.3 million, an
increase of $.6 million or 11% compared to the same period in 1998. The
increase is primarily a result of higher software licensing revenues and
support service revenues, partially offset by lower revenues from product
related consulting, reflecting the company's decision to refer nearly all such
activity to its channel distribution partners.

Gross profit as a percentage of net sales decreased slightly to 93.2% for the
quarter ended March 31, 1999 from 93.5% for the same period in 1998.

Selling expenses as a percentage of net sales decreased to 54.6% for the three
months ended March 31, 1999 from 63.3% compared to the same period in 1998,
primarily related to the Company's cost reduction efforts and organizational
changes, reflecting the Company's transition from a mixed direct and indirect
sales model to a predominately indirect sales model.



                                       8
<PAGE>   9

USDATA CORPORATION AND SUBSIDIARIES

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS 
- -------------------------------------------------------------------------------

Product development expenses (net of capitalized software development costs),
which consisted primarily of labor costs, decreased $.2 Million for the three
months ended March 31, 1999 compared to the same period in 1998. Compared to
the first quarter 1998, the Company decreased its contract engineering
development activities related to the FactoryLink product line, which were
partially offset by increased development efforts for the Xfactory product line
in 1999. During the first quarter 1999, the Company capitalized $.2 million of
development expenses related to the next major version of FactoryLink compared
to $.6 million in the first quarter 1998.

General and administrative expenses for the three months ended March 31, 1999
were comparable to the same period in 1998.

The Company experienced income from continuing operations of $.4 million for
the three months ended March 31, 1999 versus a loss from continuing operations
of $.4 million for the same period in 1998. The increase in income from
continuing operations was primarily generated by an increase in net sales and a
decrease in operating expenses, partially offset by an increase in the income
tax provision.

LIQUIDITY AND CAPITAL RESOURCES

The Company's operating activities used $88,000 of cash during the quarter
ended March 31, 1999 compared to $364,000 for the same period in 1998. In
addition, during the first quarter of 1999, the Company invested $96,000 in
capital equipment, primarily computers, and $230,000 in capitalized software
development costs as described above.

The Company currently anticipates that its available cash, together with cash
generated from operations, will be sufficient to satisfy its operating cash
needs in 1999. The Company is in the process of establishing a new credit
facility, which could be used to fund operating and capital requirements should
the business expand more rapidly than expected. In addition, the Company could
consider seeking additional public or private debt or equity financing to fund
future growth opportunities or acquisitions. No assurance can be given,
however, that such credit facility or debt or equity financing will be
available to the Company on terms and conditions acceptable to the Company, if
at all.

IMPACT OF YEAR 2000 ISSUE

The Company is continuing to address the Year 2000 ("Y2K") issue, which results
from the fact that many computer programs were previously written using two
digits rather than four to define the applicable year. Programs written in this
way may recognize a date ending in "00" as the year 1900 rather than the year
2000. This could result in a system failure or miscalculations causing
disruptions of operations.

During 1998, the Company completed its conversion to a new integrated business
software solution, which provides order processing, sales administration,
accounts receivable, accounts payable and general ledger systems. The Company
is currently in the process of upgrading to the most recent version of this
software, which is Y2K ready. Thereafter, the Company is planning on conducting
transaction based testing to confirm the system's ability to handle
transactions related to the Y2K. The company has not estimated the cost of
completing this upgrade, but currently believes it will not be material.



                                       9
<PAGE>   10

USDATA CORPORATION AND SUBSIDIARIES

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
- -------------------------------------------------------------------------------

The Company's internal network server, both hardware and software, are Y2K
ready. Outside of its integrated business software applications, the Company
has very few systems that are interfaced together and therefore believes that
its exposure is relatively low that a Y2K problem with any one system or
application can adversely impact the entire IT environment.

For primarily operational purposes, the Company had been upgrading PCs and
individual applications running thereon. The upgraded PCs and application
software are Y2K ready and the Company believes it has minimal exposure to any
business interruption from out-of-date PC's, network equipment or related
software. In addition, the Company has a backup process in place under which
data is backed up to an IT controlled server. Therefore, if any one application
does not function due to Y2K issues, the data can easily be moved to another
desktop station that is Y2K ready.

The Company's primary products are manufacturing related software. The Company
has established a process for testing and certifying these software products
for Y2K readiness. During 1998, the Company released a Y2K ready version of
FactoryLink(R) for all major platforms supported by the Company. The Company
has used and plans on continuing to use its own internal development and
support resources to test and remediate its product software for Y2K readiness.
All new products of the Company introduced since 1997 are Y2K ready.

The Company has also established a special section on its World Wide Web site
devoted to Y2K readiness. The site clearly indicates what the Company means
when it states a product is Y2K ready, which specific products are Y2K ready
and what the upgrade path is, if required, to bring older versions of its
products up to Y2K readiness. Customers who are covered under the Company's
service and support agreements are eligible to receive Y2K versions of the
Company's products at no additional cost. The Company has instituted specific
marketing and pricing programs to identify and assist customers who are not
covered under the Company's service and support agreements in upgrading to Y2K
ready versions of its software products. Additionally, the Company has added
specific language to its standard product warranty addressing Y2K. The Company
has not obtained, nor does it anticipate obtaining, any insurance coverage for
Y2K problems.

To date, the Company has not incurred any material expense directly related to
Y2K readiness for its internal IT and non-IT computer systems. Activities and
expenses associated with conversion to new or upgraded systems have been driven
primarily by operational considerations. The Company plans to use its internal
resources to address any Y2K readiness issues which are currently planned or
may yet arise. The Company has not separately tracked these types of expense,
but does not currently believe they have been or will be material.

The Company has incurred costs in terms of time spent on research,
modification, testing and remediation for its manufacturing related software
products but has not determined the magnitude of such costs to date. Additional
internal resources will be utilized during the remainder of 1999, however, the
Company does not currently expect such expenses to be material to its financial
position or results of operations.

The Company does not currently believe it is dependent on any significant
suppliers for which there may be Y2K readiness issues. Services such as banking
and insurance are conducted with companies that either are or will be Y2K
ready.



                                      10
<PAGE>   11

USDATA CORPORATION AND SUBSIDIARIES

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
- -------------------------------------------------------------------------------

FORWARD LOOKING STATEMENTS

This report includes "forward-looking statements" within the meaning of Section
27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. All statements other than
statements of historical fact included in this report, including without
limitation, certain statements in this Item 2 under the captions "Results of
Operations" and "Liquidity and Capital Resources" may constitute forward
looking statements. Although the Company believes that the expectations
reflected in such forward-looking statements are reasonable, it can give no
assurance that such expectations will prove to be correct. Important factors
that could cause actual results to differ materially from the Company's
expectations ("cautionary statements") are disclosed in the Company's Annual
Report on Form 10-K for the year ended December 31, 1998. All subsequent
written and oral forward-looking statements attributable to the Company or
persons acting on its behalf are expressly qualified in their entirety by these
cautionary statements.



                                      11
<PAGE>   12

                      USDATA CORPORATION AND SUBSIDIARIES


PART II. OTHER INFORMATION



ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (a)   Exhibits (filed as part of this report).

               Number           Description
               ------           -----------
               11.1             Computation of Per Share Earnings
               27               Financial Data Schedule
                                (EDGAR Version only)

         (b)   Reports on Form 8-K

               No reports on Form 8-K have been filed by the
               Registrant during the quarter ended March 31, 1999.


                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on behalf by the
undersigned thereunto duly authorized.

                                 USDATA CORPORATION




Date:  May 14, 1999              /s/ Robert A. Merry
                                 ------------------------------------------
                                 Robert A. Merry
                                 President and Chief Executive Officer



Date:  May 14, 1999              /s/ Robert L. Drury
                                 ------------------------------------------
                                 Robert L. Drury
                                 Vice President Finance, Chief Financial 
                                 Officer, Treasurer and Secretary (Principal
                                 Financial and Accounting Officer)




                                      12
<PAGE>   13

                               INDEX TO EXHIBITS


<TABLE>
<CAPTION>

              Number          Description
              ------          -----------
              <S>             <C>
              11.1            Computation of Per Share Earnings
              27              Financial Data Schedule
                              (EDGAR Version only)
</TABLE>

<PAGE>   1
                      USDATA CORPORATION AND SUBSIDIARIES

EXHIBIT 11.1 - COMPUTATION OF PER SHARE EARNINGS
(in thousands, expect per share data)

<TABLE>
<CAPTION>
                                                        THREE MONTHS ENDED
                                                             MARCH 31,
                                                       ---------------------
                                                         1999         1998
                                                       ---------------------   
<S>                                                    <C>          <C>
Net income (loss):
  Continuing operations                                $    401     $   (446)
  Discontinued operations                                    --       (1,719)
                                                       ---------------------
    Net income (loss)                                  $    401     $ (2,165)

                                                       =====================
Weighted average common shares outstanding               11,261       11,100

Common share equivalents                                     --           --
                                                       ---------------------

Weighted average common shares and common
share equivalents (if dilutive) outstanding              11,261       11,100
                                                       =====================

Net income (loss) per common share
  Basic and Diluted:
    Continuing operations                              $   0.04     $  (0.04)
    Discontinued operations                                  --        (0.16)
                                                       ---------------------
      Net income (loss)                                $   0.04     $  (0.20)
                                                       =====================
</TABLE>





<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
COMPANY'S CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD MARCH 31, 1999 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<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>                                           1,566
<SECURITIES>                                         0
<RECEIVABLES>                                    7,182
<ALLOWANCES>                                     1,100
<INVENTORY>                                        253
<CURRENT-ASSETS>                                 8,753
<PP&E>                                           7,271
<DEPRECIATION>                                   5,565
<TOTAL-ASSETS>                                  16,201
<CURRENT-LIABILITIES>                            4,699
<BONDS>                                              0
                                0
                                          0
<COMMON>                                           143
<OTHER-SE>                                      11,359
<TOTAL-LIABILITY-AND-EQUITY>                    16,201
<SALES>                                          6,278
<TOTAL-REVENUES>                                 6,278
<CGS>                                              430
<TOTAL-COSTS>                                    5,417
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                    451
<INCOME-TAX>                                        50
<INCOME-CONTINUING>                                401
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                       401
<EPS-PRIMARY>                                     0.04
<EPS-DILUTED>                                     0.04
        

</TABLE>


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