UNITED STATES 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, 1997 or / / 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: 0-26832 Lumisys Incorporated (Exact name of registrant as specified in its charter) Delaware				 77-0133232 (State of incorporation) (I.R.S. Employer Identification No.) 225 Humboldt Court, Sunnyvale, CA 94089 (Address of principal executive offices) (Zip Code) (408) 733-6565 (Registrant's telephone number, including area code) 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 / / Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. As of May 2, 1997, 6,459,265 shares of the registrant's Common Stock, $.001 par value, were outstanding. Lumisys Incorporated Index Page Part I. FINANCIAL INFORMATION Item 1. Financial Statements: Consolidated balance sheets at March 31, 1997 and December 31, 1996 3 		 Consolidated statements of income for the three months ended March 31, 1997 and 1996 4 Consolidated statements of cash flow for the three months ended March 31, 1997 and 1996 5 Notes to 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 8 SIGNATURES 9 			 Part I - FINANCIAL INFORMATION Item 1. Financial Statements Lumisys Incorporated Consolidated Balance Sheets (Unaudited) (In thousands, except per share amounts) March 31, December 31, 1997 1996 ---------- ------------ ASSETS Current assets: Cash and cash equivalents $19,912 $18,438 Accounts receivable, net of allowances of $301 and $296 3,380 3,199 Inventories 2,801 3,053 Deferred tax assets 1,429 1,429 Other current assets 334 453 ---------- ------------ Total current assets 27,856 26,572 Property and equipment, net 317 345 Other assets 177 173 ---------- ------------ $28,350 $27,090 ========== ============ LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ 745 $ 823 Accrued expenses 2,120 1,604 ---------- ------------ Total current liabilities 2,865 2,427 ---------- ------------ Stockholders' equity Preferred stock, $0.001 par value; 5,000 shares authorized; no shares issued and outstanding --- --- Common stock, $0.001 par value; 25,000 shares authorized; 6,459 and 6,415 shares issued and outstanding 6 6 Additional paid-in capital 23,917 23,887 Retained earnings 1,706 918	 Notes receivable from stockholders (114) (114) Deferred compensation related to stock options (30) (34) ---------- ------------ Total stockholders' equity 25,485 24,663 ---------- ------------ $28,350 $27,090 ========== ============ The accompanying notes are an integral part of these financial statements. Lumisys Incorporated Consolidated Statements of Income (Unaudited) (In thousands, except per share amounts) Three months ended --------------------- March 31, March 31, 1997 1996 --------- -------- 	 Sales $ 5,818 $ 5,110 Cost of sales 2,598 2,395 --------- -------- Gross profit 3,220 2,715 --------- -------- Operating expenses: Sales and marketing 636 483 Research and development 1,033 999 General and administrative 510 628 --------- -------- Total operating expenses 2,179 2,110 --------- -------- Income from operations 1,041 605 Interest income 250 215 --------- -------- Income before income taxes 1,291 820 Provision for income taxes 503 98 --------- -------- Net income $ 788 $ 722	 ========= ========	 Net income per share $ 0.12 $ 0.11 ========= ========	 Shares used to compute net income per share 6,743 6,826 ========= ========	 The accompanying notes are an integral part of these financial statements. Lumisys Incorporated Consolidated Statements of Cash Flow (Unaudited) (In thousands) Three months ended ------------------ March 31, March 31, 1997 1996 ------- ------- 	 Cash flows from operating activities: Net income $ 788 $ 722 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 43 47	 Deferred income taxes --- (210) Interest on notes receivable from stockholders --- (3) Changes in assets and liabilities: Accounts receivable (181) (271) Inventories 252 (433) Other assets 115 46 Accounts payable (78) 113 Accrued expenses 516 228 ------- ------- Net cash provided by operating activities 1,455 239 ------- ------- Cash flows from investing activities: Proceeds from sale of short-term investments --- 3,934 Purchases of property and equipment (11) (58) ------- ------- Net cash provided (used) in investing activities (11) 3,876 ------- ------- Cash flows from financing activities:	 Proceeds from sale of common stock, net 30 (79) Payment on notes receivable from stockholders --- 98 ------- ------- Net cash provided by financing activities 30 19 ------- ------- Net increase in cash and cash equivalents 1,474 4,134 Cash and cash equivalents at beginning of period 18,438 11,426 ------- ------- Cash and cash equivalents at end of period $19,912 $15,560 ======= ======= Supplemental disclosure of cash flow information: Cash paid (refunded) for income taxes $ (14)$ 89 The accompanying notes are an integral part of these financial statements. Lumisys Incorporated Notes to Consolidated Financial Statements Note 1 - Basis of Presentation The consolidated financial statements of Lumisys Incorporated (the "Company") presented herein have been prepared pursuant to the rules of the Securities and Exchange Commission for quarterly reports on Form 10-Q and do not include all of the information and note disclosures required by generally accepted accounting principles. These statements should be read in conjunction with the consolidated financial statements and notes thereto for the year ended December 31, 1996, included in the Company's Annual Report on Form 10-K as filed with the Securities and Exchange Commission. The consolidated balance sheet as of March 31, 1997, and the consolidated statements of income and of cash flows for the three months ended March 31, 1997 and 1996 are unaudited but, in the opinion of management, include all adjustments (consisting of normal, recurring adjustments) necessary for a fair presentation of the results for these interim periods. The results of operations for the three months ended March 31, 1997, are not necessarily indicative of the results to be expected for the entire fiscal year ending December 31, 1997. Note 2 - Composition of Certain Financial Statement Amounts March 31, December 31, 1997 1996 ------- ------- (In thousands) Inventories: Raw materials $ 2,275 $ 2,607 Work-in-process 758 422 Finished goods 765 959 ------- ------- 3,798 3,988 Less: inventory reserves (997) (935) ------- ------- $ 2,801 $ 3,053 ======= =======	 Accrued expenses: Payroll and related benefits $ 633 $ 670 Warranty 461 471 Income taxes payable 721 204 Other 305 259 ------- ------- $ 2,120 $ 1,604 ======= =======	 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Overview Lumisys develops, manufactures and markets a broad product line of laser-based very high resolution medical film digitizers, CCD- based film scanners and video digitizer products necessary for converting analog medical images into diagnostic quality digital formats. Except for the historical information contained herein, the following discussion contains forward-looking statements that involve risks and uncertainties. The Company's actual results could differ materially from those discussed here. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in this section, as well as those discussed in the Company's 1996 Annual Report on Form 10-K. Results of Operations Total sales for the first quarter of 1997 increased 13.9% to $5.8 million from $5.1 million for the first quarter of 1996. This increase was primarily due to sales of new products introduced in 1996. Gross profit for the first quarter of 1997 increased 18.6% to $3.2 million from $2.7 million for the corresponding period of 1996. Gross margin increased to 55.3% in the first quarter of 1997 from 53.1% in the first quarter of 1996 primarily due to increased volume and continued product cost control. Sales and marketing expenses increased 31.7% in the first quarter of 1997 to $636,000 from $483,000 in the first quarter of 1996. The increase was primarily due to the increase in the Company's sales and marketing personnel. As a percentage of sales, these expenses increased to 10.9% in the first quarter of 1997 from 9.5% in the first quarter of 1996. Research and development expenses increased 3.4% in the first quarter of 1997 to $1,033,000 from $999,000 in the same quarter of 1996. As a percentage of sales, research and development expenses decreased to 17.8% in the first quarter of 1997 from 19.5% in the same quarter of 1996. General and administrative expenses decreased 18.8% in the first quarter of 1997 to $510,000 from $628,000 in the first quarter of 1996. The decrease is due in part to the reorganization of Imagraph which resulted in a decrease in administrative personnel and lower acquisition related charges in 1997 as compared to 1996. As a percentage of sales, general and administrative expenses decreased to 8.8% in the first quarter of 1997 from 12.3% in the first quarter of 1996. The Company recognized a provision for income taxes in the first quarter of 1997 of $503,000 compared with a net provision of $98,000 in the corresponding period of 1996. The net provision for taxes in the first quarter of 1996 was reduced by the recognition of $210,000 of deferred tax assets, based on the Company's assessment that it was more likely than not that this portion of the deferred tax assets would be realized. The Company has provided a partial valuation allowance against the balance of the deferred tax assets remaining as of March 31, 1997. The Company expects to continue to be subject to an effective tax rate of approximately 39% for the remainder of 1997. Liquidity and Capital Resources The Company has financed its activities primarily from net cash provided by operations, which contributed $1.5 million in the first quarter of 1997 and $239,000 in the same period of 1996. At March 31, 1997, the Company's working capital was $25.0 million. The Company had cash and cash equivalents of approximately $19.9 million at March 31, 1997, compared with $18.4 million cash and cash equivalents at December 31, 1996. The increase is primarily due to net income for the period and an increase in accrued income taxes. The Company does not currently have any significant capital commitments and believes that existing sources of liquidity and funds expected to be generated from operations will provide adequate cash to fund the Company's anticipated working capital and other cash needs for the foreseeable future. Part 2 - OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K. (a) Exhibits furnished: Exhibit Number Description of Document ------- ----------------------- 27 Financial Data Schedule (b) Reports on Form 8-K: none. 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. LUMISYS INCORPORATED Dated: May 13, 1997 By: /s/ Stephen J. Weiss ------------ -------------------- Stephen J. Weiss President, Chief Executive Officer	 	 May 13, 1997 /s/ Craig L. Klosterman ------------ ----------------------- Craig L. Klosterman Chief Operating and Chief Financial Officer