U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 10-QSB (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JANUARY 31, 1997 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ______________ TO _____________. Commission file number 0-27286 ------- HELISYS, INC. (exact name of small business issuer as specified in its charter) Delaware 95-4552813 (State or other jurisdiction (I.R.S. Employer Identification Number) of incorporation or organization) 24015 Garnier Street, Torrance, California 90505 (Address of principal executive offices) (310) 891-0600 (Issuer's telephone number) NOT APPLICABLE -------------- (Former name, former address and former fiscal year, if changed since last report) Check whether the issuer (1) filed all reports to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 --------- --------- State the number of shares outstanding of each of the issuer's classes of common equity as of the latest practicable date. Class Outstanding at January 31, 1997 ----- ------------------------------- Common Stock, $.001 par value 4,014,512 HELISYS, INC. INDEX TO FORM 10-QSB PART I. FINANCIAL INFORMATION Item 1. Financial Statements Balance Sheets as of July 31, 1996 (audited) and January 31, 1997 (unaudited)......................................... 3 Statements of Operations (unaudited) for the three and six months ended January 31, 1996 and 1997................................... 5 Statements of Cash Flows (unaudited) for the six months ended January 31, 1996 and 1997................................................ 6 Notes to Financial Statements............................................ 7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.......................................... 7 PART II. OTHER INFORMATION Item 1. Legal Proceedings............................................................ 12 Item 2. Changes in Securities........................................................ 12 Item 3. Defaults Upon Senior Securities.............................................. 12 Item 4. Submissions of Matters to a Vote of Security Holders......................... 13 Item 5. Other Information............................................................ 13 Item 6. Exhibits and Reports on Form 8-K............................................. 13 SIGNATURES................................................................................ 14 2 HELISYS, INC. BALANCE SHEETS July 31, 1996 January 31, 1997 ------------- ---------------- (audited) (unaudited) ASSETS Current assets: Cash and cash equivalents............................. $ 2,600,249 $ 461,134 Accounts receivable, net of reserves for doubtful accounts of $120,000 as of July 31, 1996, and $135,000 as of January 31, 1997................................. 2,408,315 2,661,337 Inventories....................................... 2,287,197 2,597,399 Income tax receivable............................. 894,670 1,292,267 Prepaid expenses.................................. 146,061 89,893 Deferred income taxes................................. 545,553 388,553 Other current assets.................................. _ 73,412 ---------------------------------- Total current assets........................... 8,882,045 7,563,995 ---------------------------------- Property, plant and equipment Land.................................................. 838,000 838,000 Building and improvement.............................. 1,344,122 1,344,122 Office furniture and equipment........................ 471,130 538,285 Machine and equipment................................. 695,693 819,855 ---------------------------------- 3,348,945 3,540,262 Less - Accumulated depreciation....................... 460,233 658,794 ---------------------------------- 2,888,712 2,881,468 ---------------------------------- Other assets............................................... 31,101 31,972 ---------------------------------- $11,801,858 $10,477,435 ================================== 3 HELISYS, INC. BALANCE SHEETS July 31, 1996 January 31, 1997 ------------- ---------------- (audited) (unaudited) LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Current portion of long-term debt and capital lease obligation........................... $ 41,892 $ 51,949 Accounts payable...................................... 1,402,571 1,980,676 Accrued liabilities................................... 903,367 867,994 Customer deposits..................................... 50,000 50,000 Deferred maintenance revenue.......................... 699,699 681,091 Deferred gross profits................................ 446,158 308,860 --------------------------------- Total current liabilities...................... 3,543,687 3,940,570 --------------------------------- Long-term debt and capital lease obligation, net of current portion.................... 1,887,882 1,867,767 Stockholders' equity: Preferred stock, $.001 par value 1,000,000 shares authorized, none issued or outstanding.................................... - - Common stock, $.001 par value 20,000,000 shares authorized, 3,991,654 and 4,014,512 shares issued and outstanding as of July 31, 1996, and January 31, 1997, respectively.................... 3,992 4,015 Additional paid-in capital............................ 5,871,083 6,013,919 Retained earnings (deficit)........................... 586,229 (1,257,821) Advance to shareholder................................ (40,536) (40,536) Deferred compensation................................. (50,479) (50,479) --------------------------------- Total stockholders' equity.................... 6,370,289 4,669,098 --------------------------------- $11,801,858 $10,477,435 ================================= 4 HELISYS, INC. STATEMENTS OF OPERATIONS (UNAUDITED) For the For the Three Months Ended Six Months Ended January 31, January 31, -------------------------- ------------------------- 1996 1997 1996 1997 ---------- ---------- ---------- ----------- Net sales..................................... $2,862,635 $3,805,717 $7,038,640 $ 5,748,438 Cost of sales................................. 1,331,313 2,304,047 3,557,620 3,741,258 -------------------------- ------------------------- Gross profit............................. 1,531,322 1,501,670 3,481,020 2,007,180 -------------------------- ------------------------- Operating expenses: Selling, general and administrative........ 1,006,178 1,497,594 1,972,780 2,784,186 Research and development................... 429,254 712,283 839,578 1,521,441 -------------------------- ------------------------- 1,435,432 2,209,877 2,812,358 4,305,627 -------------------------- ------------------------- Income (loss) from operations.............. 95,890 (708,207) 668,662 (2,298,447) -------------------------- ------------------------- Other income (expense): Interest and other income.................... --- 18,743 8,463 51,952 Interest and other expense................... (54,113) (77,275) (98,480) (142,455) -------------------------- ------------------------- Income (loss) before (provision) benefit for income taxes................. 41,777 (766,739) 578,645 (2,388,950) (Provision) benefit for income taxes.......... (17,000) 16,900 (232,000) 544,900 -------------------------- ------------------------- Net income (loss)........................... $ 24,777 $ (749,839) $ 346,645 $(1,844,050) ========================== ========================= Earnings (loss) per common share: Net income (loss) per common share outstanding...................... $ 0.01 $ (0.19) $ 0.13 $ (0.46) ========================== ========================= Weighted average number of common shares outstanding....................... 2,700,000 4,000,000 2,700,000 4,000,000 ========================== ========================= 5 HELISYS, INC. STATEMENTS OF CASH FLOWS (UNAUDITED) For the Six Months Ended January 31, ---------------------------------- 1996 1997 --------------- -------------- Cash flows from operating activities: Net income (loss)........................................... $ 346,645 $(1,844,050) Adjustments to reconcile net income (loss) to net cash used in operating activities: Compensation expense from issuance of stock purchase warrants.............................................. - 30,588 Depreciation............................................ 111,597 198,561 Employee stock compensation............................. 15,447 - Changes in operating assets and liabilities: Accounts receivable................................... 269,592 (253,022) Inventories........................................... (350,596) (420,211) Income taxes receivable............................... - (397,597) Prepaid expenses...................................... (512,368) 56,168 Deferred income taxes................................. (71,993) 157,000 Other assets.......................................... (3,375) (871) Accounts payable...................................... 162,242 578,105 Accrued liabilities................................... 90,846 3,486 Customer deposits..................................... (429,220) - Deferred gross profits................................ - (137,298) Deferred maintenance revenues......................... 304,042 (18,608) ---------------------------------- Net cash used in operating activities............. (67,141) (2,047,749) ---------------------------------- Cash flows from investing activities: Purchases of property, plant and equipment.............. (79,441) (81,308) ---------------------------------- Cash flows from financing activities: Payments on long term debt and capital lease obligation............................................ (13,437) (10,058) Proceeds from line of credit............................ 150,000 - ---------------------------------- Net cash provided by (used in) financing activities....................................... 136,563 (10,058) ---------------------------------- Net decrease in cash.............................. (10,019) (2,139,115) Cash, beginning of period................................... 44,835 2,600,249 ---------------------------------- Cash, end of period......................................... $ 34,816 $ 461,134 ================================== Supplemental disclosures of cash flow information: Cash paid during the period for interest............ $ 98,480 $ 115,909 Cash paid during the period for income taxes........ 310,043 - Supplemental disclosure of noncash financing activities: Issuance of shares under employee purchase plan..... --- 38,859 Issuance of stock purchase warrants................. --- 73,412 Inventory transfers to property plant and equipment. --- 110,009 6 HELISYS, INC. NOTES TO FINANCIAL STATEMENTS (1) BASIS OF PRESENTATION --------------------- The unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-QSB. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles to be presented for complete financial statements. The accompanying financial statements include all adjustments (consisting only of normal recurring accruals) which are, in the opinion of management, necessary for a fair presentation of the results for the interim periods presented. Operating results for the three month and six month periods ending January 31, 1997, are not necessarily indicative of the results that may be expected for the year ended July 31, 1997. Certain balances of 1996 have been reclassified to conform with the 1997 presentation. The financial statements and related disclosures have been prepared with the presumption that users of the interim financial information have read or have access to the audited financial statements for the preceding fiscal year. Accordingly, these financial statements should be read in conjunction with the audited financial statements and the related notes thereto included in the Registrant's annual report on Form 10-KSB for the fiscal year ended July 31, 1996. (2) EARNINGS (LOSS) PER COMMON SHARE --------------------------------- Primary earnings per common share for the three and six months ended January 31, 1996 and 1997, is based on the average weighted shares outstanding, without inclusion of common stock equivalents, as such inclusion would be anti- dilutive or dilution would be less than 3%. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS During its early years, the Company obtained government funding to conduct research and development activities relating to its Laminated Object Manufacturing ("LOM") technology process. Commencing in 1991, commercial operations were funded through the receipt of advance deposits from customers to cover the costs of manufacturing the LOM systems. More recently, the Company has funded its cash requirements primarily from cash flow from operations and proceeds from its public offering. The future growth of the Company is dependent upon market acceptance of its latest-generation rapid prototyping systems, as well as continued sales of materials and services. In fiscal 1996, the Company significantly increased its selling and research and development expenditures in preparation for the introduction of its latest-generation LOM systems. The Company also restructured its sales department and administrative expenditures in order to more effectively service its existing customers and to broaden its sales efforts. These increased expenditure levels are anticipated to continue through fiscal 1997. The Company began commercial shipment of its latest-generation rapid prototyping systems, the LOM 2030H, in October of 1996. In addition, the Company plans to 7 commence shipment of its latest generation LOM-1015 Plus and new plastic material in March of 1997. There can be no assurance that the Company will achieve market acceptance of the LOM-2030H and LOM-1015 Plus or that sales revenue generated by the LOM-2030H or LOM-1015 Plus and existing products/services will be commensurate with current and future levels of the Company's operating expenses. The Company has experienced significant losses from operations in the most recent fiscal year and anticipates experiencing further losses in fiscal 1997. Although the Company anticipates achieving profitable operations in the future, there can be no assurance that profitable operations will ever be achieved. The Company's ability to achieve profitable operations in the future will depend in large part on achieving significant sales of its latest generation LOM systems. Moreover, there can be no assurance that even if the Company generates anticipated product and materials/services sales, the Company will not continue to incur losses from operations. The likelihood of the long-term success of the Company must be considered in light of the expenses, difficulties and delays frequently encountered in the development and commercialization of new products and competitive factors in the marketplace. Additionally, the Company used cash of approximately $2.0 million in operations during the six months ended January 31, 1997. While the Company expects sales of its existing products and its latest generation LOM systems to support current and future levels of research and development and other expenses, there can be no assurance that the Company will achieve such sales levels. In November 1996, the Company's lender withdrew the Company's line of credit. Although the Company obtained a subsequent $1.5 million line of credit from Cruttenden Roth Incorporated, if the Company is unable to generate sufficient sales or to reduce expenses to match its sales levels, the Company will require additional debt or equity financing to continue operations. There can be no assurance that the Company will be able to obtain such financing or obtain such financing on terms acceptable to the Company. Because of these other factors affecting the Company's operating results, past financial performance should not be considered a reliable indicator of future performance and investors should not use historical trends to anticipate results or trends in future periods. The Company has experienced significant quarterly fluctuations in operating results and it expects that these fluctuations in revenue and expenses will continue. At the end of January 1997, the Company took the initial steps in controlling future expenses as it reduced the number of employees by approximately 10%. The savings from this reduction are expected to take effect beginning in the third fiscal quarter (February to April) of this fiscal year. The estimated savings will be approximately $600,000 per year. RESULTS OF OPERATIONS Net Sales. The Company's gross sales include sales of LOM systems, materials used in the LOM process, and services, which consist primarily of contracts for the repair and maintenance of installed LOM systems. Net sales consist of gross sales less the amount of discounts, returns and allowances, plus any income in excess of costs incurred on research and development grants. Net sales for the three months ended January 31, 1997, were approximately $3,806,000, an increase of approximately $943,000, or 32.9%, compared to net sales of approximately $2,863,000 for the three months ended January 31, 1996. This increase was primarily a result of the increase in the number of LOM systems shipped to 21 during the quarter ended January 31, 1997, as compared to 12 systems for the quarter ended January 31, 1996. Sales of materials and service for the three months ended January 31, 1997, decreased by approximately $78,000, or 11.0% from sales of materials and services in the three months ended January 31, 1996, primarily due to the number of systems sold through distributors during the 8 quarter ended January 31, 1997, which was approximately 61.9% (13 systems) of all systems sold as compared to 16.7% of all systems sold (2 systems) for the quarter ended January 31, 1996. The Company generally receives less warranty revenue and no installation revenue from sales made through distributors. Net sales for the six months ended January 31, 1997, were approximately $5,748,000, a decrease of approximately 18.3% compared to net sales of $7,039,000 for the six months ended January 31, 1996. This decrease was primarily due to the delay in the commercial shipments of the LOM-2030H system which did not take place until October of 1996 and to lower average selling prices as a majority of the LOM-2030H systems were sold to foreign distributors. Sales of materials and services for the six months ended January 31, 1997, decreased by approximately $43,000 or 3.1%, as compared to sales of materials and services for the six months ended January 31, 1996, due primarily to the lower number of LOM systems sold during the comparable six month period as well as the reduction in size of the initial supply packages included with the LOM system, and the increased unit sales through distributors (who provide installation and service themselves) which increased from approximately 34.4% of all systems sold (11 systems) for the six months ended January 31, 1996, to 62.1% of all systems sold (18 systems) during the six months ended January 31, 1997. Product Mix Percentages: - ----------------------- Six Months Ended ------------------------------------- January 31, 1996 January 31, 1997 ---------------- ---------------- LOM Systems 80.0% 76.2% Materials and Service 20.0% 23.8% LOM System Units Sold During the - -------------------------------- Periods Indicated: - ----------------- LOM 1015s LOM 2030s --------- --------- Three Months ended January 31, 1996 3 9 Three Months ended January 31, 1997 6 15 Six Months ended January 31, 1996 9 23 Six Months ended January 31, 1997 8 21 As of January 31, 1996 and 1997, the Company had deferred revenue in the amount of approximately $384,000 and $309,000, respectively, relating to shipment of LOM systems subject to agreements providing the customer the right to exchange such systems for an upgraded version. Gross Profit. Cost of sales consists primarily of the costs of labor, raw materials and overhead used in the production of the Company's rapid prototyping systems. Gross profit for the three months ended January 31, 1997, was approximately $1,502,000, a decrease of approximately $29,000, or 1.9%, compared to gross profit of approximately $1,531,000 for the three months ended January 31, 1996. Gross profit as a percentage of sales decreased from 53.5% for the three months ended January 31, 1996, to 39.5% for the three months ended January 31, 1997. Higher costs to manufacture LOM-2030H systems in particular, along with lower selling prices for LOM systems, contributed to further decreases in gross margins. In addition, increases to warranty and inventory reserves of approximately $59,000 were recorded as well as one-time expenses for staff reductions of approximately $15,000. 9 Gross profit for the six months ended January 31, 1997, was approximately $2,007,000, compared to a gross profit of approximately $3,481,000 for the six months ended January 31, 1996. Gross profit as a percentage of sales decreased from 49.5% for the six months ended January 31, 1996, to 34.9% for the six months ended January 31, 1997. The cost associated with the delays in shipping the LOM-2030H along with reduced selling prices had a negative impact on gross profits for the first six months of fiscal 1997. Lower margins attributable to sales of material and services continue to reduce overall margins as these categories increased to 23.8% of revenues for the six months ended January 31, 1997, as compared to 20.0% for the six months ended January 31, 1996. Selling, General and Administrative Expense. Selling, general and administrative expense consists primarily of commissions, sales and administrative salaries, office expenses and general overhead. Selling, general and administrative expense for the three months ended January 31, 1997, was approximately $1,498,000, an increase of approximately $492,000, or 48.9%, compared to approximately $1,006,000 for the three months ended January 31, 1996. Increased costs relating to additional staffing (four sales people), cost associated with being a public company (legal, auditing, marketing, investor relations, annual report), travel, trade shows, and advertising were responsible for most of the increase in expenses. In addition, one-time costs of approximately $9,000 associated with the administrative staffing reduction were recorded during January 1997. Selling, general and administrative expense for the six months ended January 31, 1997, was approximately $2,784,000, an increase of approximately $811,000 or 41.1% compared to approximately $1,973,000 for the six months ended January 31, 1996. The growth of the infrastructure and costs of being a public company are the major reasons for the increase in expenses. Research and Development Expense. Research and development expense consists of engineering costs incurred in the development and enhancement of LOM systems and new materials research. Research and development expense also includes costs expended to secure government grants, which the Company uses to subsidize certain research activities. To the extent that grants are awarded to the Company, the costs incurred in performing the grant are offset by income received from the grant. Any income in excess of costs incurred is reflected in net sales. Research and development expense for the three months ended January 31, 1997, was approximately $712,000, an increase of approximately $283,000, or 66.0%, compared to approximately $429,000 for the three months ended January 31, 1996. The increase was primarily due to development costs of the latest- generation LOM-2030H and the hiring of additional personnel to perform research and development. In addition, one-time costs of approximately $26,000 associated with the research and development staff reduction were recorded in January 1997. Research and development expense for the six months ended January 31, 1997, was approximately $1,521,000, an increase of approximately $681,000 or 81.1% compared to approximately $840,000 for the six months ended January 31, 1996. The increase during the six months was attributed to the development costs associated with the LOM-2030H which resulted in expenditures for staffing, materials and outside services. 10 Other Income (Expense). Other expense for the three months ended January 31, 1997, was approximately $77,000 as compared to approximately $54,000 for the three months ended January 31, 1996. The increase in expense was primarily a result of approximately $31,000 recorded for the 50,000 warrants issued to Cruttenden Roth Incorporated to secure the $1,500,000 credit line. These warrants were accounted for in accordance with Statement of Financial Accounting Standards No. 123, "Accounting for Stock-Based Compensation." The expenses for the quarter were offset by approximately $11,000 in interest income. Other expense for the six months ended January 31, 1997, was approximately $142,000 as compared to $98,000 for the six months ended January 31, 1996. The increase is primarily due to the charges for the value of the Cruttenden Roth Incorporated warrants which were recorded in the second fiscal quarter. In addition, interest income of approximately $39,000 derived from the proceeds of the Company's initial public offering offset some of the interest expense which primarily relates to the debt on the Company's headquarters building. Provision (benefit) for Income Taxes. The benefit from income taxes for the three months ended January 31, 1997, was approximately $17,000, compared to a provision for taxes of approximately $17,000 for the three months ended January 31, 1996. This benefit was primarily due to the carryback losses incurred during the three months ended January 31, 1997, as compared to income recorded for the three months ended January 31, 1996. However, the benefit for the quarter was reduced due to the limited remaining benefits available for net operating loss carrybacks and the uncertainty as to the realizability of net operating loss carryforwards. The benefit from income taxes for the six months ended January 31, 1997, was approximately $545,000 as compared to a provision of approximately $232,000 for the six months ended January 31, 1996. The ongoing tax benefits will depend upon the Company's ability to generate income to utilize tax carryforwards. LIQUIDITY AND CAPITAL RESOURCES The Company used cash of approximately $2,048,000 in operations during the six months ended January 31, 1997, and used cash from operating activities of approximately $67,000 for the six months ended January 31, 1996. These operating cash flow changes are consistent with the operating losses, decrease in sales and related increases in accounts receivable and inventories. Working capital was approximately $3,623,000 at January 31, 1997, compared to approximately $1,222,000 at January 31, 1996. This increase was primarily due to increases in accounts receivable and inventories and the related increases in accounts payable due to decreased sales volume in the six months ended January 31, 1997. 11 Investing activities include purchases of property, plant and equipment totaling approximately $81,000 and $79,000 for the six months ended January 31, 1997, and January 31, 1996, respectively. The Company has obtained a $1,500,000 revolving credit facility from Cruttenden Roth Incorporated, which, if borrowed against, accrues interest at the rate of 10% per annum. This revolving credit facility is unsecured and matures in July 1997. As of July 31, 1996, and January 31, 1997, the Company had no outstanding borrowings under its revolving credit facility. The Company believes that the net proceeds from its public offering, together with funds from operations and the Company's revolving credit facility, will be sufficient to meet its capital needs for existing operations and future anticipated growth of the Company for the next 12 months. To the extent that such amounts are insufficient to finance the Company's working capital requirements, the Company will be required to raise additional funds through public or private equity or debt financing. There can be no assurance that such additional financing will be available, if needed, or, if available, will be on terms satisfactory to the Company. Significant additional dilution may be incurred by the Company's current security holders as a result of additional financing. FORWARD-LOOKING STATEMENTS This report on Form 10-QSB contains forward-looking statements that involve risk and uncertainties. As discussed in the Company's Registration Statement on Form SB-2 as well as in the Company's quarterly and annual filings made pursuant to the Securities Exchange Act of 1934, the Company's future operating results are uncertain and may be impacted by the following factors, among others: uncertainty of market acceptance of the LOM-2030H, uncertainty of the timing of the achievement of commercial levels of production and sales of the LOM-2030H, uncertainty of the introduction and acceptance of the next-generation LOM-1015 Plus and plastic materials, uncertainty of the effects of the restructuring of the Company's sales department, potential development of similar products by competitors, and potential future capital requirements and uncertainty of additional funding. PART II. OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS Not applicable. ITEM 2. CHANGES IN SECURITIES Not applicable. ITEM 3. DEFAULTS UPON SENIOR SECURITIES Not applicable. 12 accompanying development costs for the latest-generation LOM-2030H system and a corresponding increase in operating costs due to the growth of the infrastructure of the company. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS The Company's Annual Meeting of Stockholders was held on January 7, 1997, (the "Annual Meeting"). At the Annual Meeting the following persons were nominated to serve as members on the Company's Board of Directors: Michael Feygin, Robert Crangle, Dave Okazaki, B. Allen Lay and Frederick Haney. The matters voted on at the Annual Meeting (and the voting results) were as follows: Votes For Votes Against Votes Withheld/Abstentions Broker Non-Votes --------- ------------- -------------------------- ---------------- 1. Election of Directors: --------------------- Michael Feygin 2,838,908 4,400 0 Robert Crangle 2,838,908 4,400 0 Dave Okazaki 2,838,908 4,400 0 B. Allen Lay 2,838,808 4,500 0 Frederick Haney 2,838,908 4,400 0 2. Amendment to 1995 ----------------- Stock Plan: 2,834,238 6,470 2,600 0 ---------- ITEM 5. OTHER INFORMATION Not applicable. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) EXHIBITS 27 Financial Data Schedule (b) REPORTS ON FORM 8-K No reports on Form 8-K were filed during the quarter ended January 31, 1997. 13 SIGNATURES In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. HELISYS, INC. Date: March 13, 1997 By: /s/ Dave T. Okazaki ----------------------------------- Dave T. Okazaki Chief Financial Officer 14 EXHIBIT INDEX Exhibit Page Number Description Number - ------- ----------- ------ 27 Financial Data Schedule 15