<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:
JUNE 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 June 30, 1997: 14,244,765 shares of $.01 par value
common stock.
<PAGE> 2
ULTRAK, INC. AND SUBSIDIARIES
QUARTER ENDED JUNE 30, 1997
INDEX
<TABLE>
<CAPTION>
Part I: 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
Management's Discussion and Analysis of
Financial Condition and Results of Operations 9
Part II: Other Information 12
Signatures 14
</TABLE>
2
<PAGE> 3
ULTRAK, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
ASSETS 1997 1996
------------- -------------
(Unaudited)
<S> <C> <C>
Current Assets:
Cash and Cash Equivalents $ 29,857,242 71,810,707
Trade Accounts Receivable, less allowance for doubtful accounts 28,276,262 23,800,284
Notes Receivable 0 1,109,534
Inventories, net 39,065,503 29,698,137
Advances for Inventory Purchases 9,117,889 4,921,481
Prepaid Expenses and Other Current Assets 2,863,309 3,156,489
Deferred Income Taxes 1,588,425 1,283,788
------------- -------------
Total Current Assets 110,768,630 135,780,420
------------- -------------
Property, Plant and Equipment, at cost 10,153,891 7,718,605
Less accumulated depreciation and amortization (3,462,991) (2,606,498)
------------- -------------
6,690,900 5,112,107
------------- -------------
Goodwill, net of accumulated amortization 60,804,582 28,027,964
Other Assets 4,437,200 3,657,624
------------- -------------
Total Assets $ 182,701,312 172,578,115
============= =============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts Payable-Trade $ 15,636,100 11,228,246
Current Portion of Long-Term Debt 0
Notes Payable and Current Portion of Long-Term Debt 978,188 0
Accrued Expenses 3,472,297 2,835,733
Income Taxes Payable 624,333 720,304
Other Current Liabilities 2,368,654 1,832,723
------------- -------------
Total Current Liabilities 23,079,572 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, $.01 par value; 20,000,000 shares authorized;
14,244,765 and 13,863,101 shares issued and outstanding at
June 30, 1997 and December 31, 1996, respectively 142,447 138,631
Additional Paid-in Capital 149,289,064 143,717,563
Foreign Currency Translation (1,036,802) (35,000)
Less: Treasury Stock, at cost (4,011,221) (246,068)
Retained Earnings 14,261,497 11,409,228
------------- -------------
Total Stockholders' Equity 159,621,740 155,961,109
------------- -------------
Total Liabilities and Stockholders' Equity $ 182,701,312 172,578,115
============= =============
</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 SIX MONTHS SIX MONTHS
ENDED ENDED ENDED ENDED
JUNE 30,1997 JUNE 30,1996 JUNE 30,1997 JUNE 30,1996
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Net sales $ 43,984,080 31,766,442 84,556,273 61,440,469
Cost of sales 30,105,505 22,642,714 57,616,649 43,887,601
------------ ------------ ------------ ------------
Gross profit 13,878,575 9,123,728 26,939,624 17,552,868
Other operating costs:
Marketing and sales 7,409,326 4,510,790 13,591,100 8,682,525
General and administrative 5,212,239 1,900,886 8,829,938 3,611,459
Goodwill amortization 514,500 32,134 887,453 64,143
------------ ------------ ------------ ------------
13,136,065 6,443,810 23,308,491 12,358,127
------------ ------------ ------------ ------------
Operating profits 742,510 2,679,918 3,631,133 5,194,741
Other (expense) income:
Interest (expense) income 448,784 (321,777) 1,231,880 (886,803)
Costs of terminated merger 0 0 (697,055) 0
Other, net 205,427 7,002 392,673 13,867
------------ ------------ ------------ ------------
654,211 (314,775) 927,498 (872,936)
------------ ------------ ------------ ------------
Income before income taxes 1,396,721 2,365,143 4,558,631 4,321,805
Income taxes (520,278) (830,156) (1,647,755) (1,516,774)
------------ ------------ ------------ ------------
NET INCOME 876,443 1,534,987 2,910,876 2,805,031
Dividend requirements on
preferred stock (29,302) (29,302) (58,604) (58,604)
------------ ------------ ------------ ------------
Net income allocable to
common stockholders $ 847,141 1,505,685 2,852,272 2,746,427
============ ============ ============ ============
Income per share:
Primary $ .06 $ .17 $ .20 $ .33
============ ============ ============ ============
Assuming Full Dilution $ .06 $ .17 $ .19 $ .32
============ ============ ============ ============
Number of common shares used in computations:
Primary 14,566,677 8,809,734 14,561,519 8,247,774
============ ============ ============ ============
Assuming Full Dilution 14,973,658 9,246,925 14,968,500 8,753,104
============ ============ ============ ============
</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>
SIX MONTHS SIX MONTHS
ENDED ENDED
JUNE 30,1997 JUNE 30,1996
------------- -------------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 2,910,876 2,805,031
Adjustments to reconcile net income to net cash used in
operating activities:
Depreciation and amortization 1,764,515 557,177
Provision for losses on accounts receivable 274,538 168,554
Provision for inventory obsolescence 148,725 311,326
Changes in operating assets and liabilities:
Accounts and notes receivable 4,461,146 (1,924,379)
Inventory (4,640,415) (2,229,453)
Advances for inventory purchases (4,180,444) (698,310)
Prepaid expenses and other current assets 1,223,173 (308,266)
Noncurrent notes and other assets (719,459) (142,802)
Accounts and notes payable (2,349,838) (1,159,221)
Accrued and other current liabilities (3,145,775) (719,829)
------------- -------------
Net cash used in operating activities (4,252,958) (3,340,172)
------------- -------------
Cash flows from investing activities:
Purchases of property and equipment (1,680,517) (497,965)
Acquisitions, net of cash acquired (32,237,303) 0
------------- -------------
Net cash used in investing activities (33,917,820) (497,965)
------------- -------------
Cash flows from financing activities:
Net borrowings on notes payable 0 (25,186,511)
Issuance of common stock, net of issuance costs 41,070 44,650,202
Purchase of treasury stock (3,765,153) (246,068)
Payment of preferred stock dividends (58,604) (58,604)
------------- -------------
Net cash provided by (used in) financing activities (3,782,687) 19,159,019
------------- -------------
Net increase (decrease) in cash and cash equivalents (41,953,465) 15,320,882
------------- -------------
Cash and cash equivalents at beginning of the period 71,810,707 1,306,482
------------- -------------
Cash and cash equivalents at end of the period $ 29,857,242 16,627,364
============= =============
Supplemental schedule of noncash investing and financing:
Acquisition of businesses:
Assets acquired $ 53,081,896 0
Liabilities assumed (10,956,377) 0
Common stock issued (5,534,244) 0
------------- -------------
36,591,275 0
Less: cash acquired 4,353,972 0
------------- -------------
$ 32,237,303 0
============= =============
</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:
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.
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
7
<PAGE> 8
ULTRAK, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
(Unaudited)
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 new standard is not expected to have a material impact
on the disclosure of earnings per share in the financial statements. The
effect of adopting this new standard has not been determined.
8
<PAGE> 9
ULTRAK, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
For the Three Months ended June 30, 1997 compared to the
Three Months ended June 30, 1996
Results of Operations
For the three months ended June 30, 1997, net sales were $43,984,080, an
increase of $12,217,638 (38%) over the same period in 1996. This increase for
the three months ended June 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 $30,105,505, an increase of $7,462,791 (33%) over the same
period in 1996. Gross profit margins on net sales increased to 31.6% for the
three months ended June 30, 1997 from 28.7% 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 the acquisitions entered into during 1996 and 1997 and
higher margins earned on new products introduced during 1996 and 1997.
Marketing and sales expenses were $7,409,326, an increase of $2,898,536 (64%)
over the same period in 1996. Marketing and sales expenses for the three months
ended June 30, 1997 were 16.8% of net sales, up from 14.2% 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 $5,212,239, an increase of $3,311,353
(174%) over the same period in 1996. General and administrative expenses for
the three months ended June 30, 1997 were 11.8% of net sales, up from 6.0% 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 other operations, and (ii) the hiring of
additional research and development and administrative staff to support the
anticipated growth in sales.
Other income was $654,211, an increase of $968,986 (308%) 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 and interest income on proceeds of the November 1996
stock offering.
9
<PAGE> 10
ULTRAK, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS, CONTINUED
For the Six Months ended June 30, 1997 compared to the
Six Months ended June 30, 1996
Results of Operations
For the six months ended June 30, 1997, net sales were $84,556,273, an increase
of $23,115,804 (38%) over the same period in 1996. This increase for the six
months ended June 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 $57,616,649, an increase of $13,729,048 (31%) over the same
period in 1996. Gross profit margins on net sales increased to 31.9% for the
six months ended June 30, 1997 from 28.6% 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 the acquisitions entered into during 1996 and 1997 and
higher margins earned on new products introduced during 1996 and 1997.
Marketing and sales expenses were $13,591,100, an increase of $4,908,575 (57%)
over the same period in 1996. Marketing and sales expenses for the six months
ended June 30, 1997 were 16.1% of net sales, up from 14.1% 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 $8,829,938, an increase of $5,218,479
(144%) over the same period in 1996. General and administrative expenses for
the six months ended June 30, 1997 were 10.4% of net sales, up from 5.9% 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 other operations, and (ii) the hiring of
additional research and development and administrative staff to support the
anticipated growth in sales.
Other income was $927,498, an increase of $1,800,434 (206%) 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 six months
ended June 30, 1997 of approximately $42.0 million. Net cash used in operating
activities for the period was approximately $4.3 million, primarily consisting
of increases in inventories, advances for inventory and decreases in accounts
and notes payable and accrued and other current liabilities partially offset by
decreases in accounts and notes receivable and prepaid expenses and other
current assets. Net cash used in investing activities was approximately $33.9
million consisting of purchases of property and equipment and cash payments for
acquisitions. Net cash used in financing activities was approximately $3.8
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 June 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 JUNE 30, 1997
Part II: Other Information
Item 1. Legal Proceedings
Not Applicable
Item 2. Changes in Securities
As discussed in the Notes to Consolidated Financial Statements
in Part I of this Form 10-Q, on April 9, 1997, 160,000
unregistered shares of Ultrak Common Stock (valued solely for
purposes of the transaction at $4,000,000) were issued, along
with cash, to the shareholders of the Videosys Group in
exchange for all of the outstanding capital of the Videosys
Group. The registrant claims that the issuance was exempt from
registration under Section 4(2) of the Securities Act of 1933,
as amended, and in reliance on Regulation S. There was no
public offering involved in the issuance, the shares of Ultrak
Common Stock were issued to a limited number of non-United
States persons and the persons receiving the shares executed
written documentation evidencing the unregistered nature of
the shares of Ultrak Common Stock and various limitations on
their ability to resell the shares of Ultrak Common Stock.
Item 3. Defaults Upon Senior Securities
Not Applicable
Item 4. Submission of Matters to a Vote of Security Holders
The annual meeting of shareholders was held on May 23, 1997.
During the meeting, a majority of shareholders elected six
directors to serve until the next annual meeting of
shareholders, approved an amendment to the Ultrak, Inc. 1988
Non-Qualified Stock Option Plan to increase the number of
shares issuable under the plan from 833,334 to 1,000,000,
approved the Ultrak, Inc. Incentive Stock Option Plan, and
approved the selection by the Board of Directors of Grant
Thornton LLP as the firm of independent certified public
accountants to audit the accounts of the Company for the
fiscal year ending December 31, 1997.
12
<PAGE> 13
ULTRAK, INC. AND SUBSIDIARIES
QUARTER ENDED JUNE 30, 1997
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 six months ended June 30, 1997
Exhibit 27: Financial Data Schedule
(b) Reports on Form 8-K.
None filed during the quarter ended June 30, 1997.
13
<PAGE> 14
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: August 11, 1997 By: /s/ Tim D. Torno
-----------------------
Tim D. Torno
Principal Financial and
Accounting Officer
14
<PAGE> 15
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------ -----------
<S> <C>
11.1 Computation of Per Share Income for the three and six months
ended June 30, 1997
27 Financial Data Schedule
</TABLE>
<PAGE> 1
EXHIBIT 11.1
ULTRAK, INC. AND SUBSIDIARIES
COMPUTATION OF PER SHARE INCOME
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 1997
(Unaudited)
<TABLE>
<CAPTION>
Three Months Six Months
------------ ------------
<S> <C> <C>
Computation of Income per Share-Primary:
Net income $ 876,443 2,910,876
Less: Dividend requirements on preferred
stock (29,302) (58,604)
-- --
Net income allocable to common stockholders $ 847,141 2,852,272
============ ============
Weighted average number of common shares
outstanding during the period 14,140,458 14,082,308
Net effect of dilutive stock options and
warrants based on the treasury method using
average market price 426,219 479,210
------------ ------------
Shares used for computation 14,566,677 14,561,519
============ ============
Income per share-primary
$ .06 $ .20
============ ============
Computation of Income per Share-Assuming Full Dilution:
Net income $ 876,443 2,910,876
Less: Dividend requirements on preferred stock -- --
------------ ------------
Net income allocable to common stockholders $ 876,443 2,910,876
============ ============
Weighted average number of common shares
outstanding during the period 14,140,458 14,082,308
Net effect of dilutive stock options and
warrants based on the treasury method using
the greater of average or ending price 426,219 479,210
Net effect of preferred stock conversion 406,981 406,981
------------ ------------
Shares used for computation 14,973,658 14,968,500
============ ============
Income per share-assuming full dilution
$ .06 $ .19
============ ============
</TABLE>
15
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> APR-01-1997
<PERIOD-END> JUN-30-1997
<CASH> 29,857,242
<SECURITIES> 0
<RECEIVABLES> 29,652,227
<ALLOWANCES> 1,375,965
<INVENTORY> 39,065,503
<CURRENT-ASSETS> 110,768,630
<PP&E> 10,153,891
<DEPRECIATION> 3,462,991
<TOTAL-ASSETS> 182,701,312
<CURRENT-LIABILITIES> 23,079,572
<BONDS> 0
0
976,755
<COMMON> 142,447
<OTHER-SE> 158,502,538
<TOTAL-LIABILITY-AND-EQUITY> 182,701,312
<SALES> 43,984,080
<TOTAL-REVENUES> 43,984,080
<CGS> 30,105,505
<TOTAL-COSTS> 30,105,505
<OTHER-EXPENSES> 12,136,065
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 1,396,721
<INCOME-TAX> 520,278
<INCOME-CONTINUING> 876,443
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 876,443
<EPS-PRIMARY> .06
<EPS-DILUTED> .06
</TABLE>
