<PAGE> 1
UNITED STATES
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:
SEPTEMBER 30, 1997
or
( ) Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Commission File Number: 0-9463
ULTRAK, INC.
(Exact name of registrant as specified in its charter)
Delaware 75-2626358
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1220 Champion Circle, Suite 100,
Carrollton, Texas 75006
(Address of principal executive offices) (Zip Code)
(972) 280-9675
(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 September 30, 1997: 14,445,475 shares of $.0l par value
common stock.
<PAGE> 2
ULTRAK, INC. AND SUBSIDIARIES
QUARTER ENDED SEPTEMBER 30, 1997
INDEX
<TABLE>
<CAPTION>
Part 1: Financial Information Page No.
--------
<S> <C>
Consolidated Balance Sheets 3
Consolidated Statements of Income 4
Consolidated Statements of Cash Flows 5
Notes to Consolidated Financial Statements 6
Managements Discussion and Analysis of
Financial Condition and Results of Operations 9
Part II: Other Information 12
Signatures 13
</TABLE>
2
<PAGE> 3
ULTRAK, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
ASSETS 1997 1998
-------------- --------------
(Unaudited)
<S> <C> <C>
Current Assets:
Cash and Cash Equivalents $ 21,598,024 71,810,707
Trade Accounts Receivable, less allowance for doubtful accounts 31,275,642 23,800,284
Notes Receivable 2,027,602 1,109,534
Inventories, net 41,775,599 29,698,137
Advances for Inventory Purchases 9,455,078 4,921,481
Prepaid Expenses and Other Current Assets 4,586,389 3,156,489
Deferred Income Taxes 1,540,923 1,283,788
-------------- --------------
Total Current Assets 112,259,257 135,780,420
-------------- --------------
Property, Plant and Equipment, at cost 10,902,929 7,718,605
Less accumulated depreciation and amortization (4,040,432) (2,606,498)
-------------- --------------
6,862,490 5,112,107
-------------- --------------
Goodwill, net of accumulated amortization 60,962,765 28,027,964
Other Assets 6,989,387 3,657,624
-------------- --------------
Total Assets $ 187,073,899 172,578,115
============== ==============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts Payable-Trade $ 14,148,393 11,228,246
Notes Payable 285,990 0
Accrued Expenses 3,866,765 2,835,733
Income Taxes Payable 366,908 720,304
Other Current Liabilities 2,162,020 1,832,723
-------------- --------------
Total Current Liabilities 20,830,076 16,617,006
-------------- --------------
Long Term Debt 0 0
Commitments and Contingencies
Stockholders' Equity:
Preferred Stock, $5 par value, Issuable In series: 2,000,000 shares
authorized; Series A, 12% cumulative convertible, 195,351 shares
authorized, issued and outstanding 976,755 976,755
Common Stock, $.0l par value; 20,000,000 shares authorized;
14,445,475 and 13,863,101 shares issued and outstanding at
September 30, 1997 and December 31, 1996, respectively 144,455 138,631
Additional Paid-in Capital 153,047,023 143,717,563
Unrealized Gain on Available for Sale Securities 1,656,996 0
Foreign Currency Translation (1,304,137) (35,000)
Less: Treasury Stock, at cost (4,526,071) (246,068)
Retained Earnings 16,248,802 11,409,228
-------------- --------------
Total Stockholders' Equity 166,243,823 155,961,109
-------------- --------------
Total Liabilities and Stockholders' Equity $ 187,073,899 172,578,115
============== ==============
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
3
<PAGE> 4
ULTRAK. INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
<TABLE>
<CAPTION>
THREE MONTHS THREE MONTHS NINE MONTHS NINE MONTHS
ENDED ENDED ENDED ENDED
SEPTEMBER 30,1997 SEPTEMBER 30, 1996 SEPTEMBER 30, 1997 SEPTEMBER 30, 1996
----------------- ------------------ ------------------ ------------------
<S> <C> <C> <C> <C>
Net sales $ 50,701,185 35,151,344 135,257,458 96,591,813
Cost of sales 34,690,739 24,075,309 92,307,388 67,962,910
---------------- ---------------- ---------------- ----------------
Gross profit 16,010,446 11,076,035 42,950,070 28,628,903
Other operating costs:
Marketing and sales 7,964,519 4,716,657 21,555,619 13,399,182
General and administrative 4,626,636 2,416,421 12,599,239 5,470,703
Depreciation and goodwill amortization 1,086,263 356,651 2,831,051 913,828
---------------- ---------------- ---------------- ----------------
13,677,418 7,489,729 36,985,909 19,783,713
---------------- ---------------- ---------------- ----------------
Operating profits 2,333,028 3,586,306 5,964,161 8,845,190
Other (expense) income:
Interest (expense) income 415,178 104,287 1,647,058 (782,516)
Costs of terminated merger 0 0 (697,055) 0
Other, net 539,473 (103,904) 932,146 (154,180)
---------------- ---------------- ---------------- ----------------
954,651 383 1,882,149 (936,696)
---------------- ---------------- ---------------- ----------------
Income before income taxes 3,287,679 3,586,689 7,846,310 7,908,494
Income taxes (1,271,072) (1,256,005) (2,918,827) (2,773,579)
---------------- ---------------- ---------------- ----------------
NET INCOME 2,016,607 2,329,884 4,927,483 5,134,915
Dividend requirements on
preferred stock (29,302) (29,302) (87,908) (87,908)
---------------- ---------------- ---------------- ----------------
Net income allocable to
common stockholders $ 1,987,305 2,300,582 4,839,575 5,047,007
================ ================ ================ ================
Income per share:
Primary $ .14 $ .21 $ .33 $ .55
================ ================ ================ ================
Assuming Full Dilution $ .14 $ .20 $ .33 $ .54
================ ================ ================ ================
Number of common shares
used in computations:
Primary 14,462,583 10,926,586 14,497,937 9,131,371
================ ================ ================ ================
Assuming Full Dilution 4,920,454 11,365,974 14,921,881 9,591,141
================ ================ ================ ================
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements
4
<PAGE> 5
ULTRAK, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
NINE MONTHS NINE MONTHS
ENDED ENDED
SEPTEMBER 30, 1997 SEPTEMBER 30, 1996
------------------ ------------------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 4,927,483 5,134,915
Adjustments to reconcile net income to net cash used in
operating activities:
Depreciation and amortization 2,831,051 913,828
Provision for losses on accounts receivable 241,863 172,950
Provision for inventory obsolescene 223,911 (107,557)
Changes in operating assets and liabilities:
Accounts and notes receivable (533,161) (3,670,675)
Inventory (7,425,697) (2,890,108)
Advances for inventory purchases (4,517,633) (1,150,417)
Prepaid expenses and other current assets 1,109,587 (1,594,724)
Noncurrent notes and other assets (1,072,211) (3,239,550)
Accounts and notes payable (4,529,743) (3,003,544)
Accrued and other current liabilities (3,482,701) 501,845
---------------- ----------------
Net cash used in operating activities (12,227,251) (8,933,037)
---------------- ----------------
Cash flows from investing activities:
Purchases of property and equipment (2,447,355) (1,021,173)
Acquisitions, net of cash acquired (31,211,239) (12,055,843)
---------------- ----------------
Net cash used in investing activities (33,658,594) (13,077,016)
---------------- ----------------
Cash flows from financing activities:
Net borrowings on notes payable 0 (21,992,814)
Issuance of common stock, net of issuance costs 41,073 44,628,703
Purchase of treasury stock (4,280,003) (246,068)
Payment of preferred stock dividends (87,908) (87,908)
---------------- ----------------
Net cash provided by (used in) financing activities (4,326,838) 22,301,913
---------------- ----------------
Net increase (decrease) in cash and cash equivalents (50,212,683) 291,860
---------------- ----------------
Cash and cash equivalents at beginning of the period 71,810,707 1,306,482
---------------- ----------------
Cash and cash equivalents at end of the period $ 21,598,024 1,598,342
================ ================
Supplemental schedule of noncash investing and financing:
Acquisition of businesses:
Assets acquired $ 56,910,802 28,116,489
Liabilities assumed (10,956,377) (4,909,524)
Common stock issued (9,389,214) (9,419,559)
---------------- ----------------
35,565,211 13,787,406
Less: cash acquired 4,353,972 1,731,563
---------------- ----------------
$ 31,211,239 12,055,843
================ ================
</TABLE>
The accompanying notes are an Integral part of the consolidated financial
statements.
5
<PAGE> 6
ULTRAK, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. Basis of Presentation:
The accompanying unaudited interim consolidated financial statements include the
accounts of Ultrak, Inc. and its subsidiaries ("Ultrak" or "the Company"). All
significant intercompany balances and transactions have been eliminated in
consolidation.
The interim financial statements are prepared on an unaudited basis and do not
include all of the information and disclosures required by generally accepted
accounting principles for complete financial statements. All adjustments which
are, in the opinion of management, necessary for a fair presentation of the
results of operations for the interim periods have been made and are of a
recurring nature unless otherwise disclosed herein. The results of operations
for such interim periods are not necessarily indicative of results of operations
for a full year. For further information, refer to the consolidated financial
statements and notes to the consolidated financial statements for the year ended
December 31, 1996 included in the Ultrak Annual Report on Form 10-K.
2. Business Acquisitions/Dispositions:
Monitor Dynamics, Inc.
On February 19, 1997, the Company acquired all of the outstanding shares of
capital stock of Monitor Dynamics, Inc., ("MDI"), a California corporation, for
$25.0 million in cash plus a subsequent cash payment in the amount of $1.2
million based on the amount by which total shareholders' equity of MDI at March
31, 1997 exceeded $6.0 million. MDI designs, manufactures, markets and sells
high-end security and access control systems under the SAFEnet brandname. MDI's
systems are used in high-end government, defense, industrial, financial and
commercial applications throughout the United States and Europe.
The transaction has been accounted for as a purchase, and the operations of MDI
have been included in the Company's statement of income since the date of
acquisition. Goodwill is being amortized over 30 years using the straight-line
method.
Remaining Interest in MAXPRO Systems Pty, Ltd.
Effective February 17, 1997, the Company acquired the remaining 25% of the
outstanding capital stock of MAXPRO Systems Pty, Ltd. ("MAXPRO") for 175,000
shares of unregistered Ultrak common stock valued at $2.995 million US dollars.
The initial 75% interest of MAXPRO was acquired in July 1996.
The acquisition has been accounted for as a purchase and goodwill is being
amortized over approximately 24.4 years using the straight-line method.
6
<PAGE> 7
ULTRAK, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
(Unaudited)
Intervision Express Ltd.
On February 24, 1997, the Company acquired all of the outstanding share capital
of Intervision Express, Ltd. ("Intervision"), a United Kingdom limited liability
company, for one million British pounds, one half of which was paid in
promissory notes (valued at approximately $814,000 US dollars) and the remaining
one half of which was paid in 38,822 shares of unregistered Ultrak common stock
(valued at approximately $719,000 US dollars). The total consideration is
approximately $1.533 million US dollars. Intervision distributes closed circuit
television ("CCTV") products, primarily in the UK, manufactured by Ultrak,
Dedicated Micros, Toa, Hitachi, Mitsubishi and others.
The transaction has been accounted for as a purchase and the operations of
Intervision have been included in the Company's statement of income since the
date of acquisition. Goodwill is being amortized over 25 years using the
straight-line method.
Videosys Group
On April 9, 1997, the Company completed the acquisition of all of the
outstanding capital stock of Casarotto Security, SpA, an Italian corporation,
and Videosys Limited, a United Kingdom limited liability company (collectively,
the "Videosys Group") for total consideration of $9.55 million US dollars
consisting of $5.55 million US dollars in cash and $4.0 million US dollars
(comprised of 160,000 shares) in unregistered Ultrak common stock. The Videosys
Group designs, imports, and distributes CCTV and related security products
primarily in Italy, under the Videosys brandname.
The transaction has been accounted for as a purchase and the operations of the
Videosys Group have been included in the Company's statement of income since the
date of acquisition. Goodwill is being amortized over 30 years using the
straight-line method.
Investment in Securion 24
In August 1997, the Company acquired 10% of the outstanding capital stock of
Securion 24 Co. Ltd. ("Securion"), a privately held manufacturer and distributor
of security products based near Tokyo, Japan for total consideration of
approximately $2.5 million US dollars in cash.
Goodwill is being amortized over 25 years using the straight-line method. The
Company's share of Securion's operations are reflected in operations since the
date of acquisition.
7
<PAGE> 8
ULTRAK, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
(Unaudited)
Philtech Electronic Services Limited
In late September 1997, the Company acquired 100% of the outstanding capital
stock of Philtech Electronic Services Limited ("Philtech"), a privately held,
South African based company, for total consideration of $600,000 US dollars in
cash, $300,000 of which payment is deferred over three years from closing.
Philtech is a designer, manufacturer and supplier of CCTV switching and control
equipment based in Bezvalley near Johannesburg, South Africa.
The transaction will be accounted for as a purchase and the operations of the
Philtech will be included in the Company's statement of income beginning October
1, 1997. Goodwill will be amortized over 25 years using the straight-line
method.
Disposition of Lenel Systems International, Inc.
In September 1997, the Company sold its approximate 24% interest in Lenel
Systems International, Inc., ("Lenel"), a privately-held software company
specializing in security access control for consideration comprised of a
promissory note and cash totalling $2.6 million US dollars. The promissory note
is due within one year and is secured by the Lenel stock Ultrak owned.
A nonrecurring gain on the sale of approximately $300,000 has been reflected in
other income in the statement of income.
3. New Accounting Pronouncement - Earnings per Share
The FASB has issued Statement of Financial Accounting Standards No. 128,
Earnings per Share, which is effective for financial statements issued after
December 15, 1997. Early adoption of the new standard is not permitted. The new
standard eliminates primary and fully diluted earnings per share and requires
presentation of basic and diluted earnings per share together with disclosure of
how the per share amounts were computed.
Basic earnings per share excludes dilution and is computed by dividing income
available to common shareholders by the weighted average common shares
outstanding for the period. Diluted earnings per share reflects the potential
dilution that could occur if securities and other contracts to issue common
stock were exercised and converted into common stock or resulted in the issuance
of common stock that then shared in the earnings of the entity.
The adoption of this now standard will not have a material impact on the
disclosure of earnings per share in the financial statements.
8
<PAGE> 9
ULTRAK, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
For the Three Months ended September 30, 1997 compared to the
Three Months ended September 30, 1996
Results of Operations
For the three months ended September 30, 1997, net sales were $50,701,185, an
increase of $15,549,841 (44%) over the same period in 1996. This increase for
the three months ended September 30, 1997 was due to the effect of the
acquisitions entered into during 1996 and 1997, sales of new products introduced
during late 1996 and 1997 and increased volume of sales of existing CCTV
products to most of the markets served by the Company.
Cost of sales was $34,690,739, an increase of $10,615,430 (44%) over the same
period in 1996. Gross profit margins on net sales increased to 31.6% for the
three months ended September 30, 1997 from 31.5% for the same period in 1996.
This increase in gross profit margin was due to increased sales levels of
Ultrak-branded products, cost reductions realized on certain Ultrak-branded
products, the effect of higher margins on sales of products from the
acquisitions entered into during 1996 and 1997 and higher margins on new
products introduced during late 1996 and 1997.
Marketing and sales expenses were $7,964,519, an increase of $3,247,862 (69%)
over the same period in 1996. Marketing and sales expenses for the three months
ended September 30, 1997 were 15.7% of net sales, up from 13.4% for the same
period in 1996. This increase was due to the effect of acquisitions during 1996
and 1997 and the effect of hiring additional sales, sales support and marketing
personnel in anticipation of new product introductions and resulting sales
activities, as well as the increased travel, printing, product literature,
advertising and promotion costs associated with the introduction of new
products.
General and administrative expenses were $4,626,636, an increase of $2,210,215
(91%) over the same period in 1996. General and administrative expenses for the
three months ended September 30, 1997 were 9.1% of net sales, up from 6.9% of
net sales for the same period in 1996. This increase was a result of (i) the
acquisitions during 1996 and 1997, all of which maintain certain separate
administrative functions and have greater research and development costs, as a
percentage of net sales, than Ultrak's existing operations, and (ii) the hiring
of additional research and development and administrative staff to support the
anticipated growth in sales.
Other income was $954,551, an increase of $954,268 (>100%) from the same period
in 1996. This increase was due primarily to repayments of outstanding borrowings
from proceeds of the June 1996 stock offering resulting in no interest expense
in 1997, interest income on proceeds of the November 1996 stock offering and
gain on sale of the Company's investment in Lenel Systems International, Inc.
9
<PAGE> 10
ULTRAK, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS, CONTINUED
For the Nine Months ended September 30, 1997 compared to the
Nine Months ended September 30, 1996
Results of Operations
For the nine months ended September 30, 1997, net sales were $135,257,458, an
increase of $38,665,645 (40%) over the same period in 1996. This increase for
the nine months ended September 30, 1997 was due to the effect of the
acquisitions entered into during 1996 and 1997, sales of new products introduced
during late 1996 and 1997 and increased volume of sales of existing CCTV
products to most of the markets served by the Company.
Cost of sales was $92,307,388 an increase of $24,344,478 (36%) over the same
period in 1996. Gross profit margins on net sales increased to 31.8% for the
nine months ended September 30, 1997 from 29.6% for the same period in 1996.
This increase in gross profit margin was due to increased sales levels of
Ultrak-branded products, cost reductions realized on certain Ultrak-branded
products, the effect of higher margins on sales of products from the
acquisitions entered into during 1996 and 1997 and higher margins on new
products introduced during 1996 and 1997.
Marketing and sales expenses were $21,555,619, an increase of $8,156,437 (61%)
over the same period in 1996. Marketing and sales expenses for the nine months
ended September 30, 1997 were 15.9% of net sales, up from 13.9% for the same
period in 1996. This increase was due to the effect of acquisitions during 1996
and 1997 and the effect of hiring additional sales, sales support and marketing
personnel in anticipation of new product introductions and resulting sales
activities, as well as the increased travel, printing, product literature,
advertising and promotion costs associated with the introduction of new
products.
General and administrative expenses were $12,599,239, an increase of $7,128,536
(130%) over the same period in 1996. General and administrative expenses for the
nine months ended September 30, 1997 were 9.3% of net sales, up from 5.7% of net
sales for the same period in 1996. This increase was a result of (i) the
acquisitions during 1996 and 1997, all of which maintain certain separate
administrative functions and have greater research and development costs, as a
percentage of net sales, than Ultrak's existing operations, and (ii) the hiring
of additional research and development and administrative staff to support the
anticipated growth in sales.
Other income was $1,882,149, an increase of $2,818,845 (301%) from the same
period in 1996. This increase was due primarily to no interest expense in 1997
resulting from the repayment of bank and other lender borrowings from proceeds
of the June 1996 stock offering and interest income on cash and cash equivalents
resulting from the proceeds of the November 1996 stock offering.
10
<PAGE> 11
ULTRAK, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS, CONTINUED
Liquidity and Capital Resources
The Company had a net decrease in cash and cash equivalents for the nine months
ended September 30, 1997 of approximately $50.2 million. Net cash used in
operating activities for the period was approximately $13.9 million, primarily
consisting of increases in inventories, advances for inventory and decreases in
accounts and notes payable and accrued and other current liabilities. Net cash
used in investing activities was approximately $32 million consisting of
purchases of property and equipment and cash payments for acquisitions partially
offset by unrealized gains on available for sale securities. Cash used in
financing activities was approximately $4.3 million, consisting of purchases of
treasury stock and the payment of dividends on the Series A Preferred Stock
partially offset by the net proceeds from issuance of common stock pursuant to
exercises of stock options.
As of September 30, 1997, the Company had unused available revolving lines of
credit under its bank facility totaling $20.0 million. The Company was in
compliance with all of its covenants with its lender as of the date of this
report.
The Company believes that internally generated funds, available borrowings under
the credit facilities and current amounts of cash and cash equivalents will be
sufficient to meet its presently anticipated needs for working capital, capital
expenditures and acquisitions, if any, for at least the next 12 months.
11
<PAGE> 12
ULTRAK, INC. AND SUBSIDIARIES
QUARTER ENDED SEPTEMBER 30,1997
Part II: Other Information
Item 1. Legal Proceedings
During the quarter ended September 30, 1997, P.A.T. Co. and Kustom
Signals, Inc., each a Kansas corporation, settled their legal proceedings
against the Company.
Item 2. Changes in Securities
Not Applicable
Item 3. Defaults Upon Senior Securities
Not Applicable
Item 4. Submission of Matters to a Vote of Security Holders
Not Applicable
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits filed with this report.
Exhibit 11.1: Computation of Per Share Income for the three and
nine months ended September 30, 1997.
Exhibit 27: Financial Data Schedule
(b) Reports on Form 8-K
None filed during the quarter ended September 30, 1997.
12
<PAGE> 13
ULTRAK, INC. AND SUBSIDIARIES
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.
ULTRAK, INC.
(Registrant)
Date: November 10, 1997 By: /s/ TIM D. TORNO
--------------------------------
Tim D. Torno
Principal Financial and
Accounting Officer
13
<PAGE> 14
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
11.1 Computation of Per Share Income for the three and nine months
ended September 30, 1997.
27 Financial Data Schedule
<PAGE> 1
EXHIBIT 11.1
ULTRAK, INC. AND SUBSIDIARIES
COMPUTATION OF PER SHARE INCOME
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1997
(Unaudited)
<TABLE>
<CAPTION>
Three Months Nine Months
------------ ------------
<S> <C> <C>
Computation of Income per Share-Primary:
Net income $ 2,016,607 4,927,483
Less: Dividend requirements on preferred
stock (29,302) (87,908)
------------ ------------
Net income allocable to common stockholders $ 1,987,305 4,839,575
============ ============
Weighted average number of common shares
outstanding during the period 14,067,903 14,046,903
Net effect of dilutive stock options and
warrants based on the treasury method using
average market price 394,680 451,034
------------ ------------
Shares used for computation 14,462,583 14,497,937
============ ============
Income per share primary $ .14 $ .33
============ ============
Computation of Income per Share-Assuming Full Dilution:
Net income $ 2,016,607 4,927,483
Less: Dividend requirements on preferred stock -- --
------------ ------------
Net income allocable to common stockholders $ 2,016,607 4,927,483
============ ============
Weighted average number of common shares
outstanding during the period 14,067,903 14,046,903
Net effect of dilutive stock options and
warrants based on the treasury method using
the greater of average or ending price 445,570 467,997
Net effect of preferred stock conversion 406,981 406,981
------------ ------------
Shares used for computation 14,920,454 14,921,881
============ ============
Income per share-assuming full dilution $ .14 $ .33
============ ============
</TABLE>
14
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JUL-1-1997
<PERIOD-END> SEP-30-1997
<CASH> 21,598,024
<SECURITIES> 0
<RECEIVABLES> 32,860,357
<ALLOWANCES> 1,584,715
<INVENTORY> 41,775,599
<CURRENT-ASSETS> 112,259,257
<PP&E> 10,902,929
<DEPRECIATION> 4,040,439
<TOTAL-ASSETS> 187,073,899
<CURRENT-LIABILITIES> 20,830,076
<BONDS> 0
0
976,755
<COMMON> 144,455
<OTHER-SE> 165,122,613
<TOTAL-LIABILITY-AND-EQUITY> 166,243,823
<SALES> 50,701,185
<TOTAL-REVENUES> 50,701,185
<CGS> 34,690,739
<TOTAL-COSTS> 34,690,739
<OTHER-EXPENSES> 13,677,418
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 3,287,679
<INCOME-TAX> 1,271,072
<INCOME-CONTINUING> 2,016,607
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,016,607
<EPS-PRIMARY> .14
<EPS-DILUTED> .14
</TABLE>
