Odd. 10Q files today. I'm in at 3 3/8. Jack  THREE MONTHS ENDED SEPTEMBER 30, 1999 COMPARED TO THREE MONTHS ENDED   SEPTEMBER 30, 1998
            SALES. Sales increased $2.1 million, or 41.3%, from $5.0 million for  the three months ended September 30, 1998 to $7.0 million for three months ended  September 30, 1999. The increase was due to increases in product sales in the  United States ($1.3 million) and in the three European countries where the  Company has sales offices ($757,000).
            GROSS PROFIT. Gross profit increased $1.1 million, or 44.7%, from $2.5  million for the three months ended September 30, 1998 to $3.6 million for the  three months ended September 30, 1999. Gross margin increased to 51.7% for the  three months ended September 30, 1999 from 50.5% for the three months ended  September 30, 1998. The increase in gross margin was primarily a result of  smaller price discounts in the three months ended September 30, 1999, partially  offset by fewer sales of higher margin software.
            SELLING EXPENSES. Selling expenses decreased $45,000, or 1.6%, from  $2.9 million for the three months ended September 30, 1998 to $2.8 million for  the three months ended September 30, 1999. This decrease was primarily a result  of lower selling expenses in the United States ($373,000), partially offset by  an increase in selling expenses in Europe ($327,000).
            GENERAL AND ADMINISTRATIVE EXPENSES. General and administrative  expenses increased $660,000, or 77.5%, from $852,000 for the three months ended  September 30, 1998 to $1.5 million for the three months ended September 30,  1999. The increase was due to increases across many categories related to the  company's expansion in the United States and Europe. The Company's United States  operations accounted for $492,000 of the increase, including increases in  professional and legal ($158,000), salaries ($111,000), subcontractor expenses  ($60,000), telecommunications ($47,000) and hiring and training costs ($43,000).  Expenses in Europe increased primarily as a result of staffing additions  ($160,000).
            DEPRECIATION AND AMORTIZATION EXPENSES. Depreciation and amortization  expenses decreased $159,000, or 15.3%, from $1.0 million for the three months  ended September 30, 1998 to $880,000 for the three months ended September 30,  1999. This decrease was primarily due to the completion of the amortization of  existing product technology in 1998.
            RESEARCH AND DEVELOPMENT EXPENSES. Research and development expenses  increased $157,000, or 21.3%, from $738,000 for the three months ended September  30, 1998 to $895,000 for the three months ended September 30, 1999.   The increase was primarily due to increases in salaries ($106,000) in the  United States, and expenses in Europe ($85,000).
            INTEREST INCOME. Interest income decreased $50,000, or 23.3%, from  $216,000 for the three months ended September 30, 1998, to $165,000 for the  three months ended September 30, 1999. The decrease was primarily attributable  to a decrease in the amount of interest-earning cash, cash equivalents, and  investments.
            INCOME TAX BENEFIT. Income tax benefit increased $406,000 from $56,000  for the three months ended September 30, 1998, to $462,000 for the three months  ended September 30, 1999. The tax 
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   benefit in the three months ended September 30, 1999 resulted from tax benefits  in the United States ($416,000) and Europe ($46,000).
            NET LOSS. Net loss decreased $1.1 million from $2.7 million for the  three months ended September 30, 1998 to $1.7 million for the three months ended  September 30, 1999 due to the factors stated above.
   NINE MONTHS ENDED SEPTEMBER 30, 1999 COMPARED TO NINE MONTHS ENDED   SEPTEMBER 30, 1998
            SALES. Sales increased $3.2 million, or 16.3%, from $19.4 million for  the nine months ended September 30, 1998 to $22.5 million for the nine months  ended September 30, 1999. The increase was primarily a result of an increase in  product sales in Germany ($2.5 million), primarily as a result of the Company's  acquisition of CATS in May 1998.
            GROSS PROFIT. Gross profit increased $1.5 million, or 13.2%, from $11.5  million for the nine months ended September 30, 1998 to $13.0 million for the  nine months ended September 30, 1999. Gross margin decreased to 57.5% for the  nine months ended September 30, 1999 from 59.1% for the nine months ended  September 30, 1998. The decrease in gross margin was primarily a result of a  decrease in the average selling price of the Company's FAROArm products,  beginning in September 1998.
            SELLING EXPENSES. Selling expenses increased $1.5 million, or 21.8%,  from $6.7 million for the nine months ended September 30, 1998 to $8.1 million  for the nine months ended September 30, 1999. This increase was a result of the  Company's expansion of sales and marketing staff and activities, including those  resulting from the Company's acquisition of CATS in May 1998.
            GENERAL AND ADMINISTRATIVE EXPENSES. General and administrative  expenses increased $2.1 million, or 104.2%, from $2.0 million for the nine  months ended September 30, 1998 to $4.0 million for the nine months ended  September 30, 1999. The increase from the Company's United States operations was  $1.2 million, including increases in salaries ($530,000), professional and legal  expenses ($408,000) and subcontractor expenses ($190,000). The increase in the  Company's European operations was $811,000, primarily from the addition of CATS  in May 1998.
            DEPRECIATION AND AMORTIZATION EXPENSES. Depreciation and amortization  expenses increased $889,000, or 51.7%, from $1.7 million for the nine months  ended September 30, 1998 to $2.6 million for the first nine months of 1999. This  increase was primarily due to the amortization expenses related to the  intangible assets associated with the Company's acquisition of CATS.
            RESEARCH AND DEVELOPMENT EXPENSES. Research and development expenses  increased $1.0 million or 65.6%, from $1.6 million for the nine months ended  September 30, 1998 to $2.6 million for the nine months ended September 30, 1999.  The increase was primarily due to increases in salaries in the United States of  $555,000, and an increase in expenses in Europe of $644,000, resulting from the  Company's acquisition of CATS, offset in part by a reduction in other research  and development expenses in the United States of $176,000.
            IN-PROCESS RESEARCH AND DEVELOPMENT RESULTING FROM ACQUISITION.  In-process research and development expenses of $3.2 million were recorded in  the second quarter of 1998 related to the acquisition of CATS.
            INTEREST INCOME. Interest income decreased $316,000, or 37.7%, from  $839,000 for the nine months ended September 30, 1998, to $522,000 for the nine  months ended September 30, 1999. The decrease was primarily attributable to a  decrease in the amount of interest-earning cash, cash equivalents, and  investments.
            INCOME TAX EXPENSE (BENEFIT). Income tax expense decreased $1.1  million, or 229.1%, from expense of $481,000 for the nine months ended September  30, 1998, to a benefit of $621,000 for the nine months ended September 30, 1999.  The Company had income tax expense for the nine months ended September 30, 1998  due to U. S. taxable income and the writeoff of the deferred tax asset relating  to                                         11
   German net operating loss carryforwards. The Company had a net tax benefit for  the nine months ended September 30, 1999, primarily due to the generation of U.  S. taxable losses.
            NET LOSS. Net loss decreased $458,000 from $3.4 million for the nine  months ended September 30, 1998 to $3.0 million for the nine months ended  September 30, 1999, due to the factors stated above.
   LIQUIDITY AND CAPITAL RESOURCES
            For the nine months ended September 30, 1999, net cash provided by  operating activities was $82,000 compared to cash used in operating activities  of $1.7 million for the nine months ended September 30, 1998. The increase was  due to decreases in accounts receivable and increases in accounts payable and  accrued liabilities. Net cash provided by investing activities was $813,000 for  the nine months ended September 30, 1999, compared to net cash provided by  investing activities of $751,000 for the nine months ended September 30, 1998.  Net cash used in financing activities for the nine months ended September 30,  1999 was $183,000 compared to net cash provided of $75,000 for the nine months  ended September 30, 1998. This increase was due to payments on debt during the  nine months ended September 30, 1999.
            In April 1997, the Company obtained a one-year unsecured $1.0 million  line of credit which bears interest at the 30-day commercial paper rate plus  2.65% per annum. There were no outstanding borrowings under this loan agreement  at September 30, 1999.
            The Company's principal commitments at September 30, 1999 were leases  on its headquarters and regional offices and a loan commitment to the two former  shareholders of CATS (see Part II, Item 5, Other Information). There were no  material commitments for capital expenditures at that date. The Company believes  that its cash, investments, cash flows from operations and funds available from  its credit facilities will be sufficient to satisfy its working capital, loan  commitment and capital expenditure needs at least through 1999.
   FOREIGN EXCHANGE EXPOSURE
            Sales outside the United States represent a significant portion of the  Company's total revenues. Fluctuations in exchange rates between the U.S. dollar  and the currencies where the Company conducts such business may have a material  adverse effect on the Company's business, results of operation and financial  condition, particularly its operating margins, and could also result in exchange  losses. The impact of future exchange rate fluctuations on the results of the  Company's operations cannot be accurately predicted. To the extent that the  percentage of the Company's non-U.S. dollar revenues derived from international  sales increases in the future, the risks associated with fluctuations in foreign  exchange rates will increase. Historically, the Company has not managed the  risks associated with fluctuations in exchange rates but may undertake  transactions to manage such risks in the future using forward foreign exchange  contracts, foreign currency options or other instruments to hedge these risks.
   YEAR 2000
            The Company has invested significant resources in the latest  information technologies over the past five years and therefore has minimized  the effect of Year 2000 issues. Management initiated a program to evaluate all  internal computer systems and applications, and products with computer systems  and determined the adjustments necessary to become Year 2000 compliant.  Management believes that existing internal resources are sufficient to correct  any internal systems deficiencies that have or may be determined. The Company  has completed compliance of internal computer systems, applications, and  products. A final roll-over test of the Company's headquarters' internal  computer systems will be held by November 30, 1999. The Company has received  positive responses from its major customers and substantially all of its  suppliers regarding their Year 2000 readiness. However, there can be no  assurance that the systems of other companies on which the Company relies will  be timely corrected, or that any failure by another company to correct such  systems would not have a material adverse effect on the Company. Contingency  plans have been developed to be implemented in the event any information
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   technology system, non-information technology system, third party or supplier is  not Year 2000 compliant in a timely manner.
            The total cost to the Company of these Year 2000 Compliance activities  has not been and is not anticipated to be material to its financial position or  results of operations in a given year. This is based on Management's best  estimates, which were derived utilizing numerous assumptions of future events  including the continued availability of certain resources, third party  modification plans, and other factors. However, there can be no guarantee that  these estimates will be achieved and actual results could differ from those  plans. The Company does not separately track the internal costs incurred on Year  2000 Compliance activities, and such costs are principally the payroll costs of  employees participating in these activities.
   EFFECTS OF INFLATION
            Inflation generally affects the Company by increasing the cost of  labor, equipment and raw materials. The Company does not believe that inflation  has had any material effect on the Company's business over the last three years.
   ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
            The information required by this item is incorporated by reference  herein from the section of this report in Part I, Item 2, under the caption  "Foreign Exchange Exposure." |