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Visio Corp – ‘10-Q’ for 3/31/98

As of: Monday, 5/18/98 · For: 3/31/98 · Accession #: 1032210-98-525 · File #: 0-26772

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 5/18/98  Visio Corp                        10-Q        3/31/98    4:53K                                    Donnelley R R & S… Co/FA

Quarterly Report — Form 10-Q
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Form 10-Q for the Quarterly Period Ended 3/31/98      21     98K 
 2: EX-27.1     Financial Data Schedule - 1998                         2      6K 
 3: EX-27.2     Financial Data Schedule - 1997                         2      7K 
 4: EX-27.3     Financial Data Schedule - 1996                         2      7K

10-Q — Form 10-Q for the Quarterly Period Ended 3/31/98
Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Acquired technology Cost of revenues Earnings per share Exhibits and Reports on Form 8-K Financial Statements General and administrative Interest and other income, net Inventories Management's Discussion and Analysis of Financial Condition and Results of Operations Research and development Revenues Sales and marketing Signatures Submission of Matters to A Vote of Security Holders
1	1st Page - Filing Submission
3	Item 1. Financial Statements
6	Earnings per share
7	Inventories
9	Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
10	Revenues
13	Cost of revenues
14	Research and development
15	Sales and marketing
"	General and administrative
16	Acquired technology
"	Interest and other income, net
18	Item 4. Submission of Matters to A Vote of Security Holders
19	Item 6. Exhibits and Reports on Form 8-K
20	Signatures

10-Q 1st Page of 21 TOC ↑Top Previous Next ↓Bottom Just 1st
 
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549 
____________________

FORM 10-Q 

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE     

SECURITIES EXCHANGE ACT OF 1934 
For the quarterly period ended March 31, 1998 

OR

[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE    

SECURITIES EXCHANGE ACT OF 1934 
COMMISSION FILE NUMBER 0-26772

VISIO CORPORATION 
(Exact name of registrant as specified in its charter)

WASHINGTON                                       91-1448389   
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)                                                  

520 PIKE STREET, SUITE 1800, SEATTLE, WASHINGTON 98101-4001 
        (Address of principal executive offices)  (Zip code)

(206) 521-4500
(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:                                

             Class                   Shares outstanding as of April 30, 1998
------------------------------------   ---------------------------------------  
Common Stock ($.01 par value)                29,330,352                 

================================================================================

10-Q 2nd Page of 21 TOC 1st Previous Next ↓Bottom Just 2nd
VISIO CORPORATION 

FORM 10-Q 

FOR THE QUARTER ENDED MARCH 31, 1998

TABLE OF CONTENTS 

PART I.  FINANCIAL INFORMATION

                                                        [Enlarge/Download Table]

                                                                                            PAGE
                                                                                            ----
ITEM 1.  FINANCIAL STATEMENTS                                                                   
                                                                                                
         Balance Sheets as of March 31, 1998 and September 30, 1997........................   2 
         Statements of Income for the three and six months ended March 31, 1998 and 1997...   3 
         Statements of Cash Flows for the six months ended March 31, 1998 and 1997.........   4 
         Notes to Financial Statements.....................................................   5 

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL                                      
         CONDITION AND RESULTS OF OPERATIONS...............................................   8 


                          PART II.  OTHER INFORMATION                                           
                                                                                                
ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS...............................   17
ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K..................................................   18
SIGNATURES.................................................................................   19

10-Q 3rd Page of 21 TOC 1st Previous Next ↓Bottom Just 3rd
PART I.  FINANCIAL INFORMATION                                                  

ITEM 1.  FINANCIAL STATEMENTS                                                   

VISIO CORPORATION 
BALANCE SHEETS
(IN THOUSANDS)

                                                        [Enlarge/Download Table]

                                                                         MARCH  31,   SEPTEMBER 30,
                                                                            1998          1997     
                                                                       -------------  -------------
                                                                        (UNAUDITED)                
Assets                                                                                             
                                                                                                   
Current assets:                                                                                    
 Cash and short-term investments...................................... $     91,835   $     79,594 
 Accounts receivable..................................................       14,004          6,360 
 Inventories..........................................................        1,434          1,079 
 Prepaid expenses.....................................................        6,210          3,991 
 Deferred income taxes................................................        8,035          7,291 
                                                                       -------------  -------------
  Total current assets................................................      121,518         98,315 
Equipment and leasehold improvements..................................        9,051          8,039 
Capitalized technology................................................        2,578          2,861 
                                                                       -------------  -------------
    Total assets...................................................... $    133,147   $    109,215 
                                                                       =============  =============
LIABILITIES AND SHAREHOLDERS' EQUITY                                                               
Current liabilities:                                                                               
 Accounts payable..................................................... $      6,026   $      5,954 
 Accrued compensation and benefits....................................        3,881          2,706 
 Other accrued liabilities............................................       13,772         10,717 
 Deferred revenue.....................................................        7,202          8,998 
 Income taxes payable.................................................        1,766          2,988 
 Current portion of notes payable.....................................          724          1,024 
                                                                       -------------  -------------
  Total current liabilities...........................................       33,371         32,387 
                                                                       -------------  -------------
Shareholders' equity:                                                                              
 Common stock.........................................................       64,090         52,258 
 Retained earnings....................................................       35,686         24,570 
                                                                       -------------  -------------
  Total shareholders' equity..........................................       99,776         76,828 
                                                                       -------------  -------------
    Total liabilities and shareholders' equity........................ $    133,147   $    109,215 
                                                                       =============  =============

See accompanying notes.                                                         

2 

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VISIO CORPORATION 
STATEMENTS OF INCOME  
(IN THOUSANDS, EXCEPT PER SHARE DATA) 
(UNAUDITED) 

                                                        [Enlarge/Download Table]

                                                          THREE MONTHS ENDED     SIX MONTHS ENDED    
                                                              MARCH 31,              MARCH 31,       
                                                        ---------------------  ----------------------
                                                           1998       1997        1998       1997    
                                                        ---------- ----------  ----------  ----------

                                                                                                     
Revenues...............................................   $39,649    $23,536     $76,695    $42,546  
Cost of revenues.......................................     3,607      2,391       6,956      4,368  
                                                          -------    -------     -------    -------  
Gross profit...........................................    36,042     21,145      69,739     38,178  
                                                          -------    -------     -------    -------  
Operating expenses:                                                                                  
 Research and development..............................     6,444      3,459      12,341      6,164  
 Sales and marketing...................................    16,183      9,313      31,545     16,803  
 General and administrative............................     2,830      1,816       5,603      3,182  
 Acquired technology...................................     7,090      6,697       7,090      6,697  
                                                          -------    -------     -------    -------  
   Total operating expenses............................    32,547     21,285      56,579     32,846  
                                                          -------    -------     -------    -------  
Operating income (loss)................................     3,495       (140)     13,160      5,332  

Interest and other income, net.........................     1,363        790       2,504      1,242  
                                                          -------    -------     -------    -------  
Income before income taxes.............................     4,858        650      15,664      6,574  
Provision for income taxes.............................     1,263        169       4,073      1,709  
                                                          -------    -------     -------    -------  
Net income.............................................   $ 3,595    $   481     $11,591    $ 4,865  
                                                          =======    =======     =======    =======  

Basic earnings per share...............................     $0.12      $0.02       $0.41      $0.18  
                                                          =======    =======     =======    =======  

Shares used in computation of basic earnings per share.                                              
                                                           28,827     27,353      28,511     27,202  
                                                          =======    =======     =======    =======  

Diluted earnings per share.............................     $0.12      $0.02       $0.37      $0.16  
                                                          =======    =======     =======    =======  
Shares used in computation of diluted earnings per                                                   
 share.................................................    31,188     30,127      31,057     30,131  
                                                          =======    =======     =======    =======  

See accompanying notes.                                                         

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VISIO CORPORATION 
STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED) 

                                                        [Enlarge/Download Table]

                                                                           SIX MONTHS ENDED        
                                                                               MARCH 31,           
                                                                    -------------------------------
                                                                         1998            1997      
                                                                    --------------   --------------
                                                                                                   
CASH FLOWS FROM OPERATIONS:                                                                        
  Net income.......................................................   $ 11,591          $  4,865   
  Adjustments to reconcile net income to net cash from operations:                                 
   Depreciation and amortization...................................      2,140               866   
   Deferred income taxes...........................................        249            (3,554)  
   Issuance of common stock for acquired technology................      6,964                 -   
   Changes:                                                                                        
     Accounts receivable...........................................     (7,777)           (4,073)  
     Inventories...................................................       (382)              (98)  
     Prepaid expenses..............................................     (2,485)             (268)  
     Accounts payable..............................................        113             1,028   
     Accrued compensation and benefits.............................      1,159               549   
     Deferred revenue..............................................     (1,781)              881   
     Other accrued liabilities.....................................      3,059             2,271   
     Income taxes payable..........................................        319             1,343   
                                                                      --------          --------   
  Net cash from operations.........................................     13,169             3,810   
                                                                      --------          --------   
CASH FLOWS USED FOR INVESTMENTS:                                                                   
  Purchases of short-term investments..............................    (29,699)          (11,018)  
  Proceeds from maturities of short-term investments...............      5,500             8,500   
  Purchases of equipment and leasehold improvements................     (3,355)           (1,666)  
                                                                      --------          --------   
  Net cash used for investments....................................    (27,554)           (4,184)  
                                                                      --------          --------   
CASH FLOWS FROM FINANCING:                                                                         
  Issuance of common stock.........................................      2,538             2,751   
  Payments on long-term obligations................................       (300)             (170)  
                                                                      --------          --------   
  Net cash from financing..........................................      2,238             2,581   
                                                                      --------          --------   

Net increase (decrease) in cash and cash equivalents...............    (12,147)            2,207   
Effect of exchange rate changes on cash............................       (411)             (145)  
Cash and cash equivalents, beginning...............................     58,222            42,506   
                                                                      --------          --------   
Cash and cash equivalents, end.....................................     45,664            44,568   
Short-term investments.............................................     46,171            21,108   
                                                                      --------          --------   
Cash and short-term investments....................................   $ 91,835          $ 65,676   
                                                                      ========          ========   

See accompanying notes.                                                         

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VISIO CORPORATION 
NOTES TO FINANCIAL STATEMENTS 
(UNAUDITED) 

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                                      

Basis of Presentation                                                 

     The financial statements of Visio Corporation ("Visio" or the "Company") at
March 31, 1998 and for the three- and six-month periods ended March 31, 1998 and
1997 are unaudited and reflect all adjustments, consisting of only normal       
recurring items which are, in the opinion of management, necessary for a fair   
presentation of the financial position and results of operations for the interim
periods. The financial statements should be read in conjunction with the        
financial statements and notes thereto for the fiscal year ended September 30,  
1997 included in Visio's Annual Report on Form 10-K. The results of operations  
for the three- and six-months ended March 31, 1998 are not necessarily          
indicative of the results to be expected for the full fiscal year.              

    Visio's fiscal year is a 52/53-week period. Accordingly, all references as
of and for the periods ended March 31, 1998, September 30, 1997 and March 31,   
1997 reflect amounts as of and for the periods ended April 3, 1998, October 3,  
1997 and March 28, 1997, respectively.                                          

EARNINGS PER SHARE                                                              

    In February 1997, the Financial Accounting Standards Board ("FASB") issued
Statement  No.128, Earnings Per Share, which the company has adopted effective  
for periods ending December 31, 1997.  Pursuant to the requirements of Statement
128, the Company has changed the method previously used to compute earnings per 
share and has restated all prior periods whereby the calculation of primary and 
fully diluted earnings per share have been replaced by basic and diluted        
earnings per share. Under the new requirements for calculating basic earnings   
per share, the dilutive effect of stock options and stock warrants are excluded.

                                                        [Enlarge/Download Table]

                                                                          THREE MONTHS ENDED MARCH 31,                
                                                           -----------------------------------------------------------
                                                                       BASIC                         DILUTED          
                                                           -----------------------------  ----------------------------
                                                               1998            1997            1998           1997    
                                                           -------------   -------------  -------------   ------------
                                                                    (IN THOUSANDS, EXCEPT EARNINGS PER SHARE)         

                                                                                                                      
Weighted average common shares outstanding................       28,864          27,701          28,864         27,701

Restricted stock subject to repurchase....................          (37)           (348)            n/a            n/a
Net effect of dilutive stock options and warrants                                                                     
 calculated using the treasury stock method and the                                                                   
 average stock price......................................          n/a             n/a           2,324          2,426
                                                                -------         -------         -------        -------

Total.....................................................       28,827          27,353          31,188         30,127
                                                                =======         =======         =======        =======
Net Income................................................      $ 3,595         $   481         $ 3,595        $   481
                                                                =======         =======         =======        =======
Earnings per share........................................      $  0.12         $  0.02         $  0.12        $  0.02
                                                                =======         =======         =======        =======

5 

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                                                        [Enlarge/Download Table]

                                                                           SIX MONTHS ENDED MARCH 31,                 
                                                           -----------------------------------------------------------
                                                                       BASIC                         DILUTED          
                                                           -----------------------------  ----------------------------
                                                               1998            1997            1998           1997    
                                                           --------------  -------------  --------------  ------------
                                                                    (IN THOUSANDS, EXCEPT EARNINGS PER SHARE)         

                                                                                                                      
Weighted average common shares outstanding................       28,573          27,594          28,573         27,594
Restricted stock subject to repurchase....................          (62)           (392)            n/a            n/a
Net effect of dilutive stock options and warrants                                                                     
 calculated using the treasury stock method and the                                                                   
 average stock price......................................          n/a             n/a           2,484          2,537
                                                                -------         -------         -------        -------

Total.....................................................       28,511          27,202          31,057         30,131
                                                                =======         =======         =======        =======
Net Income................................................      $11,591         $ 4,865         $11,591        $ 4,865
                                                                =======         =======         =======        =======
Earnings per share........................................      $  0.41         $  0.18         $  0.37        $  0.16
                                                                =======         =======         =======        =======

INVENTORIES                                                                     

  Inventories are stated at the lower of cost or market and consist of the
following:                                                                      

                                                                [Download Table]

                                                   March 31,         September 30,
                                                     1998                1997     
                                                          (in thousands)          
                                                                                  
Raw Materials.....................................   $  620              $  299   
Finished Goods....................................      814                 780   
                                                     ------              ------   
                                                     $1,434              $1,079   
                                                     ======              ======   

ACQUISITIONS                                                                    

     On January 22, 1998, Visio agreed to merge with MarComp Inc. ("MarComp"), a
privately held provider of programming toolkits for access to Autodesk AutoCAD  
.dwg and .dxf file formats. MarComp is located in Parkton, Maryland. Under the
terms of the reorganization agreement, Visio exchanged 50,014 shares of its     
unregistered common stock for all of the outstanding shares of MarComp. The     
transaction was accounted for as a pooling of interests.  Due to the            
immateriality of the amounts involved, prior periods have not been restated.    
The transaction resulted in an increase in equity of $100,000 primarily due to  
the acquisition of cash and accounts receivable from Marcomp and resulted in a  
one-time charge of approximately $100,000 in acquisition related charges in the 
quarter ended March 31, 1998.                                                   

On February 10, 1998, the Company agreed to acquire InfoModelers, Inc.
("InfoModelers"), a privately held, leading supplier of database and data       
warehouse visual design, access and query tools, located in Bellevue,           
Washington. The transaction will be accounted for using the purchase method.    
Under the terms of the agreement, Visio issued 200,000 shares of its common     
stock for accounts receivable, fixed assets, tax assets and certain technology  
assets. The transaction was valued at approximately $7.8 million for InfoModeler
shareholders. This transaction resulted in a one-time charge of approximately   
$7.0 million with respect to in-process research and development. The Company   
expects this technology to be included in a future product offering.            

6 

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In the March 31, 1997 quarter, the Company acquired certain assets of 
Boomerang Technology Inc., a privately held developer of Autodesk AutoCAD-      
compatible software, located in San Diego, CA. Under the terms of the agreement,
the Company acquired source code and certain other assets for cash payments     
totaling $6.7 million. The transaction was accounted for as a purchase with the 
acquisition price expensed primarily as in-process acquired technology in the   
March 31, 1997 quarter. The Company expects this technology will be incorporated
into a future product offering.                                                 

The operating results of Boomerang, Marcomp and Infomodelers were not 
considered material to the consolidated financial statements of Visio and,      
accordingly, pro forma information has not been presented.                      

COMPREHENSIVE INCOME                                                            

   In June 1997, the FASB issued Statement No. 130, "Reporting Comprehensive
Income." Statement No. 130 establishes standards for reporting and displaying   
comprehensive income and its components in the financial statements. It does    
not, however, require a specific format for the disclosure but requires the     
Company to display an amount representing total comprehensive income for the    
period in its financial statements. The Company will be required to implement   
Statement No. 130 for its fiscal year 1999.                                     

SEGMENT REPORTING                                                               

In June 1997, the FASB issued Statement No. 131, "Disclosures About   
Segments of an Enterprise and Related Information." Statement No. 131           
establishes standards for the manner in which public companies report           
information about operating segments in annual and interim financial statements.
The Company is currently evaluating the operating segment information to        
determine whether this will have an impact on its financial statement reporting.
The Company will be required to implement Statement No. 131 for its fiscal year 
1999.                                                                           

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ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS                                               

OVERVIEW                                                                        

   Visio, which commenced operations in September 1990, develops drawing and
diagramming software for the general business personal computer user.  All of   
the Company's products have been developed for the Microsoft Windows 3.1,       
Windows 95 and Windows NT operating systems and are marketed under the Visio    
brand.  The Company's primary products are Visio Standard, Visio Technical and  
Visio Professional. The Company's first product, Visio Standard, which first    
shipped in November 1992, began creating a new market for business diagramming. 
The Company shipped its second significant product, Visio Technical for         
technical drawing, in November 1994.  The Company introduced its third          
significant product in January 1997: Visio Professional, for information systems
and network design and documentation.  The company recently introduced its new  
PC CAD product, Intellicad for technical drawing.                               

When used in this discussion, the words "expects," "believes,"        
"anticipates" and similar expressions are intended to identify forward-looking  
statements. Such statements are subject to certain risks and uncertainties that 
could cause actual results to differ materially from those projected. Factors   
which could affect the Company's financial results and cause such results to    
differ materially from quarter to quarter include but are not limited to        
fluctuations in quarterly performance, dependence on other products, including  
Microsoft Windows, competition in the business drawing and diagramming software 
market, timing and customer acceptance of new products, the Company's ability to
manage growth and integrate acquired technology, potential changes in licensing 
and marketing methods and changes in general economic conditions. Additional    
information concerning these and other risks is described in the "Certain Risk  
Factors that may Impact Future Results of Operations" section of the Company's  
Form 10-K for the fiscal year ended September 30, 1997, and, from time to time, 
in other reports filed by the Company with the Securities and Exchange          
Commission. Readers are cautioned not to place undue reliance on these forward- 
looking statements, which speak only as of the date hereof. The Company         
undertakes no obligation to publicly release the result of any revisions to     
these forward-looking statements that may be made to reflect events or          
circumstances after the date hereof or to reflect the occurrence of             
unanticipated events.                                                           

- - - - - - - - - -                                                             
VISIO is a registered trademark of Visio Corporation.                           

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RESULTS OF OPERATIONS                                                           

    The following table sets forth statement of income data as a percentage of
revenues for the fiscal periods indicated.                                      

                                                        [Enlarge/Download Table]

                                                     THREE MONTHS ENDED     SIX MONTHS ENDED    
                                                          MARCH 31,             MARCH 31,       
                                                   ----------------------  ---------------------
                                                       1998        1997       1998      1997    
                                                   -----------  ---------  ---------  ----------
                                                                                                
Revenues..........................................     100.0%     100.0%     100.0%    100.0%   
Cost of revenues..................................       9.1       10.2        9.1      10.3    
                                                       -----      -----      -----     -----    
Gross profit......................................      90.9       89.8       90.9      89.7    
                                                       -----      -----      -----     -----    
Operating expenses:                                                                             
 Research and development.........................      16.3       14.7       16.1      14.5    
 Sales and marketing..............................      40.8       39.6       41.1      39.5    
 General and administrative.......................       7.1        7.7        7.3       7.5    
 Acquired technology..............................      17.9       28.4        9.2      15.7    
                                                       -----      -----      -----     -----    
Total operating expenses..........................      82.1       90.4       73.7      77.2    
                                                       -----      -----      -----     -----    
Operating income (loss)...........................       8.8       (0.6)      17.2      12.5    
Interest and other income, net....................       3.5        3.4        3.2       2.9    
                                                       -----      -----      -----     -----    
Income before income taxes........................      12.3        2.8       20.4      15.4    
Provision for income taxes........................       3.2        0.8        5.3       4.0    
                                                       -----      -----      -----     -----    
Net income........................................       9.1%       2.0%      15.1%     11.4%   
                                                       =====      =====      =====     =====    

REVENUES                                                              

    Revenues include the license of software products, maintenance and support
contracts, net of reserves for estimated future returns and allowances.  License
revenues are derived from packaged software products, volume licenses,          
international royalties and certain OEM arrangements.                           

In August 1997 Visio upgraded its most significant products, Visio    
Standard, Visio Technical and Visio Professional to version 5.0. Revenues for   
the second quarter of fiscal 1998 increased 68% over the same quarter in the    
prior year. Revenues for the six months ended March 31, 1998 increased 80% over 
the comparable prior year period. The increase in revenues was due primarily to 
sales volume growth across product groups, distribution channels and geographic 
regions.                                                                        

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The following table sets forth revenues by product group with the     
corresponding percentage of total revenues and the year-to-year percentage      
change for the fiscal periods indicated.                                        

                                                        [Enlarge/Download Table]

                                                                 THREE MONTHS ENDED MARCH 31,           
                                                       -------------------------------------------------
                                                              1998              1997            CHANGE  
                                                       ----------------  -------------------  ----------
                                                                    (DOLLARS IN THOUSANDS)              
                                                                                                        
Revenues:                                                                                               
 Business diagramming................................. $12,223    30.8%    $10,790    45.8%    13.3 %   
 Technical drawing....................................   8,760    22.1       7,239    30.8     21.0 %   
 IS design and documentation..........................  18,666    47.1       5,507    23.4    239.0 %   
                                                       -------   -----     -------   -----              
     Total revenues................................... $39,649   100.0%    $23,536   100.0%    68.5 %   
                                                       =======   =====     =======   =====              


                                                                   SIX MONTHS ENDED MARCH 31,           
                                                       -------------------------------------------------
                                                            1998                1997          CHANGE    
                                                       ----------------  -------------------  ----------
                                                                     (DOLLARS IN THOUSANDS)             
                                                                                                        
Revenues:                                                                                               
 Business diagramming................................. $24,348    31.7%    $22,470    52.8%     8.4 %   
 Technical drawing....................................  17,753    23.2      14,527    34.1     22.2 %   
 IS design and documentation..........................  34,594    45.1       5,549    13.1    523.4 %   
                                                       -------   -----     -------   -----              
     Total revenues................................... $76,695   100.0%    $42,546   100.0%    80.3 %   
                                                       =======   =====     =======   =====              

  Product Groups:     The Company classifies its products in the following
product groups:  Visio Standard and Visio Maps in the Business Drawing and      
Diagramming product group,  Visio Technical in the Technical Drawing product    
group, and Visio Professional, Visio Business Modeler and Visio Network         
Equipment in the IS Design and Documentation product group.  The Company        
recently introduced its new PC CAD product, Intellicad, which will be classified
in the Technical Drawing product group.                                         

Visio Professional, the Company's first significant product in the IS 
design and documentation product group which initially shipped in the second    
quarter of fiscal 1997, significantly impacted the revenue mix within the       
product groups for the quarter and six-months ended March 31, 1998. The IS      
design and documentation product group revenues increased 239% for the quarter  
ended March 31, 1998 over the comparable period in fiscal 1997 and represented  
47% of revenues in the quarter ended March 31, 1998 compared to 23% in the      
comparable period in fiscal 1997. The business diagramming product group        
revenues increased 13% for the quarter ended March 31, 1998 over the comparable 
period in fiscal 1997. The Company believes that the percentage growth in the   
business diagramming product group has been impacted by cannibalization from    
Visio Professional. The Company believes that customers who may otherwise have  
purchased Visio Standard are choosing Visio Professional for its added features 
and content. Many Visio Standard customers in the past were information         
technology professionals who can now choose Visio Professional, which provides  
them with more of the functionality they need. The technical drawing product    
group revenues increased 21% for the quarter ended March 31, 1998 over the      
comparable period in fiscal 1997. The Company believes that the percentage      
growth in the technical drawing product group has also been impacted by         
cannibalization from Visio Professional.                                        

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The following table sets forth revenues by sales channel with the     
corresponding percentage of total revenues and the year-to-year percentage      
change for the fiscal periods indicated.                                        

                                                        [Enlarge/Download Table]

                                                                  THREE MONTHS ENDED MARCH 31,           
                                                       --------------------------------------------------
                                                            1998               1997            CHANGE    
                                                       ----------------  -----------------  -------------
                                                                     (DOLLARS IN THOUSANDS)              

                                                                                                         
Revenues:                                                                                                
 Distribution......................................... $27,502    69.4%    $17,574    74.7%     56.5 %   
 Direct...............................................   3,305     8.3       1,694     7.2      95.1 %   
 Volume Licensing.....................................   8,776    22.1       4,021    17.1     118.3 %   
 OEM..................................................      66     0.2         247     1.0     (73.3)%   
                                                       -------   -----     -------   -----               
     Total revenues................................... $39,649   100.0%    $23,536   100.0%     68.5 %   
                                                       =======   =====     =======   =====               


                                                                   SIX MONTHS ENDED MARCH 31,            
                                                       --------------------------------------------------
                                                             1998              1997            CHANGE    
                                                       ----------------  -----------------  -------------
                                                                     (DOLLARS IN THOUSANDS)              
                                                                                                         
Revenues:                                                                                                
 Distribution......................................... $54,279    70.8%    $31,535    74.1%      72.1 %  
 Direct...............................................   6,646     8.7       3,133     7.4      112.1 %  
 Volume Licensing.....................................  15,673    20.4       7,392    17.4      112.0 %  
 OEM..................................................      97     0.1         486     1.1      (80.0)%  
                                                       -------   -----     -------   -----               
     Total revenues................................... $76,695   100.0%    $42,546   100.0%      80.3 %  
                                                       =======   =====     =======   =====               

   Sales Channels:     Visio classifies its revenues in four sales channels:
"Distribution," "Direct," "Volume Licensing," and "OEM."  Distribution revenues 
represent sales of packaged products through national distributors and          
corporate, retail and mail order resellers.  Direct revenues represent sales of 
packaged products directly by the Company, including upgrades, generally to end 
users responding to advertising or marketing promotions.  Volume Licensing      
revenues are derived from volume licenses, which are generally administered     
through corporate resellers after the Company's sales staff has negotiated the  
sale.  The sales cycle for a volume license can extend up to eighteen months on 
significant volume licenses as organizations can require extensive time to      
evaluate and consider a large-scale implementation.  Volume Licensing revenues  
usually do not include any significant amount of packaged goods, but do include 
maintenance and support revenues, which are priced separately and recognized    
over the lives of the contracts.  OEM revenues include licenses of Visio        
products to hardware and software manufacturers for bundling arrangements.  OEM 
revenues include packaged product sales, as well as royalty payments with no    
associated product costs.                                                       

Growth in absolute terms in the Distribution channel was driven by the
strength of Visio Professional. Direct channel growth was from increased upgrade
revenues as well as revenues from Visio Network Equipment which is sold         
primarily in the direct channel. Volume Licensing channel revenues grew 118% for
the three month period ended March 31, 1998, over the comparable period in      
fiscal 1997. This strong growth reflects continued investment in the corporate  
volume licensing program as can be seen in the increased number of corporate    
sales representatives from twenty-six at March 31, 1997 to sixty at March 31,   
1998.                                                                           

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     The following table sets forth revenues by geography with the corresponding
percentage of total revenues and the year-to-year percentage change for the     
fiscal periods indicated.                                                       

                                                        [Enlarge/Download Table]

                                                                  THREE MONTHS ENDED MARCH 31,           
                                                       --------------------------------------------------
                                                            1998                1997           CHANGE    
                                                       -----------------  ----------------  -------------
                                                                     (DOLLARS IN THOUSANDS)              
                                                                                                         
Revenues:                                                                                                
 North America........................................ $22,355    56.4%    $14,832    63.0%    50.7%     

 Europe...............................................  10,026    25.3       5,382    22.9     86.3%     
 Rest of world........................................   7,268    18.3       3,322    14.1    118.8%     
                                                       -------   -----     -------   -----               
    Total international...............................  17,294    43.6       8,704    37.0     98.7%     
                                                       -------   -----     -------   -----               

        Total revenues................................ $39,649   100.0%    $23,536   100.0%    68.5%     
                                                       =======   =====     =======   =====               


                                                                   SIX MONTHS ENDED MARCH 31,            
                                                       --------------------------------------------------
                                                            1998                1997          CHANGE     
                                                       -----------------  ----------------  -------------
                                                                     (DOLLARS IN THOUSANDS)              
                                                                                                         
Revenues:                                                                                                
 North America........................................ $43,357    56.5%    $25,801    60.7%    68.0%     

 Europe...............................................  20,243    26.4      10,218    24.0     98.1%     
 Rest of world........................................  13,095    17.1       6,527    15.3    100.6%     
                                                       -------   -----     -------   -----               
    Total international...............................  33,338    43.5      16,745    39.3     99.1%     
                                                       -------   -----     -------   -----               

        Total revenues................................ $76,695   100.0%    $42,546   100.0%    80.3%     
                                                       =======   =====     =======   =====               

    Geography:     Revenues in the U.S. and Canada for the quarter ended March
31, 1998 increased in absolute terms over the comparable period of fiscal 1997  
primarily due to the contribution of Visio Professional.  International revenues
for the quarter ended March 31, 1998 increased in absolute terms and as a       
percentage of total revenues over the comparable period of fiscal 1997 primarily
due to increased upgrade revenues as well as the contribution of Visio          
Professional in localized versions and continued investment in international    
markets.                                                                        

COST OF REVENUES                                                      

The following table sets forth cost of revenues with the corresponding
percentage of revenues and year-to-year percentage change for the fiscal periods
indicated.                                                                      

                                                        [Enlarge/Download Table]

                                                                     MARCH 31,                                         
                            -------------------------------------------------------------------------------------------
                                          1998                               1997                         CHANGE       
                            ------------------------------  -------------------------------------  --------------------
                                                              (DOLLARS IN THOUSANDS)                                   
                                                                                                                       
Three months ended.........   $3,607              9.1%             $2,391            10.2%                  50.9%      
Six months ended...........   $6,956              9.1%             $4,368            10.3%                  59.2%      

Cost of revenues varies with the mix of Distribution, Direct, Volume  
Licensing and OEM revenues, due to relative variations in the standard product  
costs associated with each revenue category, and with fluctuations in period    
costs. Standard product costs consist primarily of documentation, packaging,    
media duplication, assembly and material management costs. Period costs consist 
primarily of certain royalties, technical support, production management,       
freight and fulfillment, amortization of capitalized acquired technology,       
standard material variances and inventory valuation adjustments.                

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Standard costs associated with each revenue category are primarily    
determined by the amount of packaged product delivered in that revenue category.
Accordingly, most of the Company's standard costs are associated with           
Distribution and Direct revenues, all of which are derived from sales of        
packaged products. Volume Licensing revenues have the lowest standard cost      
because they generally do not include any significant amount of packaged goods. 

     The decrease in cost of revenues as a percentage of revenues for the three-
and six-month periods of fiscal 1998 over the comparable periods of fiscal 1997 
resulted from the increased use of lower cost CD-ROM media and other raw        
material cost reductions, an increase in the percentage of revenue from Visio   
Professional and Visio Technical which have lower standard product costs as a   
percentage of revenues than Visio Standard and increased Volume Licensing       
revenues which have little or no standard product costs. These decreases were   
partially offset by increased royalty costs for licensed technology including   
Visual Basic for Applications (VBA) from Microsoft Corporation and increased    
amortization costs of capitalized technology.  The Company anticipates its cost 
of revenues as a percentage of revenues to increase due to expected increases in
technical support costs associated with the Company's new PC CAD product,       
Intellicad.                                                                     

RESEARCH AND DEVELOPMENT                                              

   The following table sets forth research and development expenses with the
corresponding percentage of revenues and year-to-year percentage change for the 
fiscal periods indicated.                                                       

                                                        [Enlarge/Download Table]

                                                                    MARCH  31,                                   
                            -------------------------------------------------------------------------------------
                                          1998                               1997                      CHANGE    
                            -------------------------------  ------------------------------------  --------------
                                                              (DOLLARS IN THOUSANDS)                             
                                                                                                                 
Three months ended.........   $ 6,444             16.3%             $3,459            14.7%            86.3%     
Six months ended...........   $12,341             16.1%             $6,164            14.5%            100.2%    

    Research and development expenses consist primarily of personnel, contract
services, occupancy and equipment costs required to conduct the Company's       
product development efforts. Product development includes product engineering,  
documentation development, localization, usability testing, quality assurance   
and advanced research and development costs. Product localization costs and lump
sum payments for technology such as file converters are capitalized and         
amortized to development over the lesser of the useful life or 18 months.       
Research and development expenses are charged to operations as incurred. The    
Company has not capitalized certain software development costs subsequent to the
establishment of technological feasibility, as these costs have been immaterial.

  Increases in research and development expenses in absolute terms for the
three- and six-month periods ended March 31, 1998 over the corresponding periods
of fiscal 1997 resulted primarily from planned additions to the Company's       
development organization as well as the addition of engineering personnel that  
joined the Company as part of the Marcomp and Infomodeler acquisitions in the   
March 1998 quarter. The increase in research and development as a percentage of 
revenues resulted primarily from the costs associated with developing           
IntelliCAD, the Company's new PC CAD product that was recently released.        

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SALES AND MARKETING                                                   

The following table sets forth sales and marketing expenses with the  
corresponding percentage of revenues and year-to-year percentage change for the 
fiscal periods indicated.                                                       

                                                        [Enlarge/Download Table]

                                                                     MARCH 31,                                   
                            -------------------------------------------------------------------------------------
                                          1998                               1997                     CHANGE     
                            -------------------------------  -----------------------------------  ---------------
                                                              (DOLLARS IN THOUSANDS)                             
                                                                                                                 
Three months ended.........   $16,183             40.8%            $ 9,313            39.6%            73.8%     
Six months ended...........   $31,545             41.1%            $16,803            39.5%            87.7%     

Sales and marketing expenses have increased in absolute terms as the  
Company continues building its worldwide sales, marketing and customer service  
infrastructure. The increase in sales and marketing expenses in absolute terms  
for the three- and six-month periods ended March 31, 1998 over the comparable   
periods in fiscal 1997 was primarily due to expansion in international markets, 
increased product marketing costs to support new products and upgrades to       
existing products and additions to the corporate sales force. The increase in   
sales and marketing expenses as a percentage of revenues in both the three- and 
six-month periods ending March 31, 1998 compared to the prior year periods was  
primarily from marketing investments associated with the recent IntelliCAD      
release.                                                                        

The Company believes substantial spending on marketing awareness and  
corporate sales staffing is essential to achieve revenue growth and to maintain 
and enhance the Company's competitive position. Accordingly, Visio expects sales
and marketing expenses will continue to increase in absolute terms over time.   

GENERAL AND ADMINISTRATIVE                                            

     The following table sets forth general and administrative expenses with the
corresponding percentage of revenues and year-to-year percentage change for the 
fiscal periods indicated.                                                       

                                                        [Enlarge/Download Table]

                                                                   MARCH 31,                                     
                            -------------------------------------------------------------------------------------
                                          1998                               1997                     CHANGE     
                            --------------------------------  ----------------------------------  ---------------
                                                              (DOLLARS IN THOUSANDS)                             
                                                                                                                 
Three months ended.........   $2,830              7.1%             $1,816             7.7%            55.8%      
Six months ended...........   $5,603              7.3%             $3,182             7.5%            76.1%      

     General and administrative expenses increased in absolute terms in both the
second quarter and six months of fiscal 1998 over the corresponding periods of  
fiscal 1997 primarily due to increased staffing to support the Company's growth 
as well as growth in Visio's operational headquarters in the Asia Pacific       
region. The Company expects to show increased general and administrative        
expenses in absolute terms in future periods for infrastructure to support the  
Company's revenue growth.                                                       

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ACQUIRED TECHNOLOGY                                                   

The following table sets forth acquired technology expenses with the  
corresponding percentage of revenues and year-to-year percentage change for the 
fiscal periods indicated.                                                       

                                                        [Enlarge/Download Table]

                                                                     MARCH 31,                                   
                            -------------------------------------------------------------------------------------
                                          1998                               1997                     CHANGE     
                            ------------------------------  -----------------------------------  ----------------
                                                              (DOLLARS IN THOUSANDS)                             
                                                                                                                 
Three months ended.........   $7,090             17.9%             $6,697            28.4%             5.9%      
Six months ended...........   $7,090              9.2%             $6,697            15.7%             5.9%      

     On January 22, 1998, Visio agreed to merge with MarComp Inc. ("MarComp"), a
privately held provider of programming toolkits for access to Autodesk AutoCAD  
.dwg and .dxf file formats. MarComp is located in Parkton, Maryland. Under the
terms of the reorganization agreement, Visio exchanged 50,014 shares of its     
unregistered common stock for all of the outstanding shares of MarComp. The     
transaction was accounted for as a pooling of interests.  Due to the            
immateriality of the amounts involved, prior periods have not been restated. The
transaction resulted in an increase in equity of $100,000 primarily due to the  
acquisition of cash and accounts receivable from Marcomp and resulted in a one- 
time charge of approximately $100,000 in acquisition related charges in the     
quarter ended March 31, 1998.                                                   

On February 10, 1998, the Company agreed to acquire InfoModelers, Inc.
("InfoModelers"), a privately held, leading supplier of database and data       
warehouse visual design, access and query tools, located in Bellevue,           
Washington. The transaction will be accounted for using the purchase method.    
Under the terms of the agreement, Visio issued 200,000 shares of its common     
stock for accounts receivable, fixed assets, tax assets and certain technology  
assets. The transaction was valued at approximately $7.8 million for InfoModeler
shareholders. This transaction resulted in one-time charges of approximately    
$7.0 million with respect to in-process research and development. The Company   
expects this technology to be included in a future product offering.            

In the March 31, 1997 quarter, the Company acquired certain assets of 
Boomerang Technology Inc., a privately held developer of Autodesk AutoCAD-      
compatible software, located in San Diego, CA. Under the terms of the agreement,
the Company acquired source code and certain other assets for cash payments     
totaling $6.7 million. The transaction was accounted for as a purchase with the 
acquisition price expensed primarily as in-process acquired technology in the   
March 31, 1997 quarter. The Company expects this technology will be incorporated
into a future product offering.                                                 

The operating results of Boomerang, Marcomp and Infomodelers were not 
considered material to the consolidated financial statements of Visio and,      
accordingly, pro forma information has not been presented.                      

INTEREST AND OTHER INCOME, NET                                        

Interest income for the second quarter of fiscal 1998 of $1.1 million 
increased 38% over the second quarter of fiscal 1997. Interest income for the   
six months ended March 31, 1998 of $2.1 million increased 50% over the          
comparable period of fiscal 1997. The increase in fiscal 1998 was primarily due 
to a larger cash and short-term investment balance. Other income includes grant 
income from the Industrial Development Agency of Ireland and foreign currency   
transaction gains and losses.  Visio currently hedges certain foreign exchange  
transaction exposures.  To the extent the Company has assets and liabilities    
denominated in foreign currencies that are not hedged, the Company is subject to
foreign currency gains and losses.                                              

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INCOME TAXES                                                          

  The Company's effective income tax rate was 26% for both the fiscal 1998
and fiscal 1997 periods.                                                        

LIQUIDITY AND CAPITAL RESOURCES                                       

     At March 31, 1998, the Company had cash and short-term investments totaling
$91.8 million, an increase of $12.2 million from September 30, 1997.  The       
increase in cash and short-term investments was due primarily to cash generated 
from operations and cash proceeds from the issuance of shares through the       
employee stock option program.                                                  

    At March 31, 1998, the Company's principal commitments consisted primarily
of leases on its facilities. The Company's capital expenditures totaled $3.4    
million in the first six months of fiscal 1998. At March 31,1998, the Company   
did not have any material commitments for capital. The Company believes that its
current cash balances and cash flow from operations will be sufficient to meet  
its working capital and capital expenditure requirements for at least the next  
12 months.                                                                      

From time to time, the Company evaluates potential acquisitions of    
businesses, products or technologies that complement the Company's business. At 
March 31, 1998, the Company had no material agreements or commitments with      
respect to any such transactions requiring cash payments.                       

RECENTLY ISSUED ACCOUNTING STANDARDS                                  

The Accounting Standards Executive Committee has issued Statement of  
Position 97-2, "Software Revenue Recognition" ("SOP 97-2"), which supersedes SOP
91-1, the former literature on software revenue recognition. This Statement will
be effective beginning in fiscal year 1999. The Company believes it is          
substantially in compliance with the provisions of SOP 97-2, and its adoption is
not expected to have a material impact on the financial position or results of  
operations of the Company.                                                      

   In June 1997, the FASB issued Statement No. 130, "Reporting Comprehensive
Income." Statement No. 130 establishes standards for reporting and displaying   
comprehensive income and its components in the financial statements. It does    
not, however, require a specific format for the disclosure but requires the     
Company to display an amount representing total comprehensive income for the    
period in its financial statements. The Company will be required to implement   
Statement No. 130 for its fiscal year 1999.                                     

In June 1997, the FASB issued Statement No. 131, "Disclosures About   
Segments of an Enterprise and Related Information." Statement No. 131           
establishes standards for the manner in which public companies report           
information about operating segments in annual and interim financial statements.
The Company is currently evaluating the operating segment information to        
determine whether this will have an impact on its financial statement reporting.
The Company will be required to implement Statement No. 131 for its fiscal year 
1999.                                                                           

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PART II.  OTHER INFORMATION                                                     

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                    

An  Annual Meeting of Shareholders of Visio Corporation was held on February 25,
1998.  Matters voted on at the meeting and votes cast on each were as follows:  

   1.  To elect seven directors of the Company to serve for the ensuing year
         until the Company's 1999 annual meeting of shareholders and until their
successors are elected and qualified.                         

                                                                [Download Table]

                           For                  Withheld        
                                                                
----------------------------------------------------------------
J. Jaech                   26,026,237                  97,121   
----------------------------------------------------------------
T. Johnson                 26,071,609                  51,749   
----------------------------------------------------------------
T. Alberg                  26,071,887                  51,471   
----------------------------------------------------------------
T. Byers                   26,071,489                  51,869   
----------------------------------------------------------------
J. Johnston                26,072,137                  51,221   
----------------------------------------------------------------
D. Mackenzie               26,072,167                  51,191   
----------------------------------------------------------------
S. Oki                     26,072,337                  51,021   
----------------------------------------------------------------

     2.  To approve the Company's 1995 Long-Term Incentive Compensation Plan, as
        amended and restated, to increase by 3,000,000 the number of shares of
common stock which may be issued thereunder.                  

                                                                [Download Table]
                                
--------------------------------
For                  16,289,298 
--------------------------------
Against               7,920,565 
--------------------------------
Abstain                  23,823 
--------------------------------

3.  To ratify the selection of Ernst & Young LLP as the Company's     
     independent auditors for the fiscal year ending September 30, 1998.

                                                                [Download Table]
                                
--------------------------------
For                  26,111,819 
--------------------------------
Against                   2,430 
--------------------------------
Abstain                   9,109 
--------------------------------

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ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K                                        

(a) Exhibits required by Item 601 of Regulation S-K:            

27.1   1998 Financial Data Schedule which is submitted  
                        electronically to the Securities and Exchange Commission
            for information purposes only and not filed.

27.2   1997 Financial Data Schedule which is submitted  
                        electronically to the Securities and Exchange Commission
            for information purposes only and not filed.

27.3   1996 Financial Data Schedule which is submitted  
                        electronically to the Securities and Exchange Commission
           for information purpose only and not filed.

(b)  Reports on Form 8-K:                                       
None.                                                 

ITEMS 1, 2, 3 AND 5 ARE NOT APPLICABLE AND HAVE BEEN OMITTED.                   

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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.                                         

Date:  May  18, 1998        VISIO CORPORATION                                   

By:  /s/ STEVE M. GORDON
      ------------------------
Steve M. Gordon         
                      Senior Vice President, Finance and Operations;
Chief Financial Officer 

                            (Principal Financial and Accounting Officer and Duly
Authorized Officer)     

19

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INDEX TO EXHIBITS 

                                                        [Enlarge/Download Table]

EXHIBIT NO.                           DESCRIPTION                                           PAGE
-----------                           -----------                                           ----

                                                                                                
   27.1      1998 Financial Data Schedule which is submitted electronically to the           N/A
                  Securities and Exchange Commission for information purposes only and not      
                  filed.                                                                        

   27.2      1997 Financial Data Schedule which is submitted electronically to the           N/A
                  Securities and Exchange Commission for information purposes only and not      
                  filed.                                                                        

   27.3      1996 Financial Data Schedule which is submitted electronically to the           N/A
                  Securities and Exchange Commission for information purposes only and not      
                  filed.

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘10-Q’ Filing	Date	First	Last	Other Filings

	9/30/98	18		10-K
Filed on:	5/18/98	20
	4/30/98	1
	4/3/98	6
For Period End:	3/31/98	1	17
	2/25/98	18		DEF 14A
	2/10/98	7	16
	1/22/98	7	16
	12/31/97	6		10-Q
	10/3/97	6
	9/30/97	2	17	10-K405
	3/31/97	2	16	10-Q
	3/28/97	6
				List all Filings

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Visio Corp – ‘10-Q’ for 3/31/98

As of: Monday, 5/18/98 · For: 3/31/98 · Accession #: 1032210-98-525 · File #: 0-26772

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