DATAFLEX CORP
8-K, 1998-05-13
COMPUTERS & PERIPHERAL EQUIPMENT & SOFTWARE
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                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549


                                    FORM 8-K

                            CURRENT REPORT PURSUANT
                         TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934


                 Date of report (Date of earliest event reported):  May 13, 1998


                            DATAFLEX CORPORATION
- --------------------------------------------------------------------------------
           (Exact Name of Registrant as Specified in its Charter)


                                   Florida
- --------------------------------------------------------------------------------
               (State or Other Jurisdiction of Incorporation)


             0-15551                                     22-2163376
- --------------------------------------------------------------------------------
       (Commission File Number)             (IRS Employer Identification No.)


            2145 Calumet Street, Clearwater, Florida       34624
- --------------------------------------------------------------------------------
            (Address of Principal Executive Offices)     (Zip Code)


Registrant's telephone number, including area code:     (813) 562-2200
                                                   -----------------------------


                                     N/A
- --------------------------------------------------------------------------------
        (Former Name or Former Address, if Changed Since Last Report)


<PAGE>   2

ITEM 5.   OTHER EVENTS

     On May 12, 1998, Dataflex Corporation, a Florida corporation, (the
"Company"), issued a press release with respect to its quarter and year 
ended March 31, 1998 operating revenues, net income and certain other 
financial information.  A copy of the Company's press release is attached 
as Exhibit 99 and is incorporated by reference herein.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

(c)  Exhibits:

     Exhibit 99   --  Press Release, dated May 12, 1998.





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<PAGE>   3

                                   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 hereunto duly authorized.



                                          DATAFLEX CORPORATION
                                          (Registrant)


                                          By: /s/ Anthony G. Lembo 
                                             --------------------------
                                             Anthony G. Lembo, President


                                          Date:  May 12, 1998  








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<PAGE>   1

                                                                      EXHIBIT 99


                                   CONTACT:               Anthony Lembo
                                                          President, COO, CFO
                                                          Dataflex Corporation
                                                          (813) 562-2200

FOR IMMEDIATE RELEASE

Tuesday, May 12, 1998

 DATAFLEX CORPORATION ANNOUNCES PRELIMINARY YEAR END BASIC AND DILUTED EARNINGS
        OF $.23 AND $.22 PER SHARE ON UNAUDITED NET INCOME OF $1,323,000

Clearwater, FL. Dataflex Corporation announced its results for the quarter and
year ended March 31, 1998.

For the year ended March 31, 1998, the Company reported preliminary net income
of $1,323,000 or $0.23 basic earnings per share and $.22 diluted earnings per
share, on revenues of $150,699,000 as compared to a net loss of $7,756,000, or
$1.35 basic and diluted loss per share on revenues of $255,075,000 for the
comparable twelve months ended March 31, 1997. The decline in revenues is
primarily due to the sale of the Company's Eastern and Midwestern regions and
the Kindergarten through 12th Grade Education division (the "Education
division"). Excluding the impact of the sale of the Eastern and Midwestern
regions and the Education division, revenues increased by $3,635,000, for the
year ending March 31, 1998, or 2.5% over the comparable period, ending March 31,
1997.

For the quarter ended March 31, 1998 the Company reported preliminary net income
of $100,000 or $0.02 basic and diluted earnings per share, on revenues of
$42,743,000 as compared to a net loss of $3,334,000 or $0.58 basic and diluted
loss per share on revenues of $44,176,000 for the comparable quarter ended March
31, 1997. The decline in revenues is primarily due to the sale of the Company's
Education division in April 1997. Excluding the impact of the sale of the
revenues increased by $3,616,000, for the quarter ending March 31, 1998, or 9.2%
over the comparable period for the quarter ending March 31, 1997.

Anthony G. Lembo, President and Chief Operating Officer stated, "The results for
this quarter and the year ended March 31, 1998, included non-recurring fourth
quarter expenses of approximately $150,000 for professional fees related to the
pending acquisition by CompuCom Systems, Inc., and $215,000 in income tax
expense to true-up the Company's deferred tax asset based on the Company's final
tax return for the fiscal year ended March 31, 1997."

Dataflex provides computer products and services to corporations and government
organizations through its centralized Telesales facility in Clearwater, Florida.
In addition, Dataflex maintains offices in Orlando, Miami and Tallahassee,
Florida and Atlanta, Georgia. Dataflex offers systems integration consulting,
temporary technical personnel placement through its FlexStaff program,
customized technical training, project implementation services and hardware and
software product acquisition.


<PAGE>   2


Certain of the above statements contained in this press release, are
forward-looking statements that involve a number of risks and uncertainties.
Such forward-looking statements are within the meaning of that term in Section
27A of the Securities Act of 1933, as amended, and Section 21E of the Securities
Act of 1934, as amended. Factors that could cause actual results to differ
materially include the following: business conditions and growth in the
Company's industry and general economy; competitive factors, risks due to shifts
in market demand; the ability of the Company to complete acquisitions; and the
risk factors listed from time to time in the Company's reports filed with the
Securities and Exchange Commission as well as assumptions regarding the
foregoing. The words "believe," "estimate," "expect," "intend," "anticipate" and
similar expressions and variations thereof identify certain of such
forward-looking statements, which speak only as of the dates on which they were
made. The Company undertakes no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information, future
events, or otherwise. Readers are cautioned that any such forward-looking
statements are not guarantees of future performance and involve risks and
uncertainties, and that actual results may differ materially from those
indicated in the forward-looking statements as a result of various factors.
Readers are cautioned not to place undue reliance on these forward-looking
statements.


<PAGE>   3


                       DATAFLEX CORPORATION (NASDAQ: DFLX)
                            STATEMENTS OF OPERATIONS

             FOR THE THREE MONTHS AND TWELVE MONTHS ENDED MARCH 31*
                                 (UNAUDITED)

<TABLE>
<CAPTION>
                                                   Three Months                                      Twelve Months
                                                   ------------                                      -------------
                                           1998                      1997                    1998                     1997
                                           ----                      ----                    ----                     ----
<S>                                 <C>                       <C>                       <C>                      <C>            
Revenues                            $   42,743,000            $   44,176,000            $   150,699,000          $   255,075,000

Operating Income (Loss)             $      591,000            $   (2,308,000)           $     2,848,000          $     1,140,000

Interest Expense                    $      167,000            $      501,000            $       388,000          $     4,552,000

Loss on Disposition of Business     $                         $    2,749,000            $                        $     8,979,000

Net Income (Loss)                   $      100,000            $   (3,334,000)           $     1,323,000          $    (7,756,000)

Basic Earnings (Loss) per
         Common Share               $         0.02            $        (0.58)           $          0.23          $         (1.35)

Diluted Earnings (Loss) per
         Common Share               $         0.02            $        (0.58)           $          0.22          $         (1.35)

Weighted Average Common
Shares Outstanding - Basic               5,846,000                 5,731,000                  5,846,000                5,731,000

Weighted Average Common
Shares Outstanding - Diluted             6,048,000                 5,731,000                  6,048,000                5,731,000
</TABLE>




* Operating results for the three and twelve months ending March 31, 1997
include the Company's Eastern, Midwestern, and Education division which were
sold effective October 1996, October 1996, and April 1997 respectively.





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