COMPUTER POWER INC
10QSB, 1997-11-14
ELECTRICAL INDUSTRIAL APPARATUS
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                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

                   QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                                     of the
                         SECURITIES EXCHANGE ACT OF 1934

               For the quarterly period ending September 30, 1997
                           Commission File No. 0-15927


                              COMPUTER POWER, INC.
        (Exact name of small business issuer as specified in its Charter)

             New Jersey                               22-1981869
   (State or other jurisdiction of       (IRS Employer Identification Number)
   incorporation or organization)

               124 West Main Street, High Bridge, New Jersey 08829
              (Address of principal or executive office) (Zip Code)

                                 (908) 638-8000
                (Issuer's telephone number, including area code)

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act  during the prior  twelve  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 ninety (90) days. YES
(X); NO ( )

State the number of shares outstanding of each of the issuer's classes of common
equity,  as of the latest  practicable date prior to filing:  November 12, 1997;
$0.01 par value per share; 2,602,700 shares of Common Stock.
                                 Index on Page 2
                           Total number of pages - 15


<PAGE>


                        COMPUTER POWER, INC. & SUBSIDIARY

                                     INDEX

Part I        Basis of Presentation of Financial Statements ...............3

              BALANCE SHEETS                                       
              As of September 30, 1997 and December 31, 1996 ..............4

              STATEMENTS OF OPERATIONS for the three                 
              months and nine months ended September 30, 1997
              and 1996 ....................................................5

              STATEMENTS OF CASH FLOWS for the nine months          
              ended September 30,1997 and 1996 ............................6

              Notes to Financial Statements ...............................7

              Management's Discussion and Analysis of the           
              results of operations and financial condition ...............10

Part II       Other Information ...........................................13

              Exhibit .....................................................14

              Signatures ..................................................15


                                     Page 2
<PAGE>


                       COMPUTER POWER, INC. & SUBSIDIARY


                         PART I - FINANCIAL INFORMATION

                  BASIS OF PRESENTATION OF FINANCIAL STATEMENTS

         The financial  statements  set forth herein are  unaudited  but, in the
opinion  of the  Company,  all  adjustments  necessary  to  present  fairly  the
financial  position and the results of  operations  for these  periods have been
made.

         The accompanying  unaudited financial  statements have been prepared in
accordance  with the  instructions  to Form 10-QSB for  quarterly  reports under
Section 13 or 15(d) of the  Securities Act of 1934, and therefore do not include
all  information  and  footnotes  necessary for fair  presentation  of financial
position,  results of  operations  and cash flows in conformity  with  generally
accepted accounting principles.

         The financial  information included in this report has been prepared in
conformity  with the  accounting  principles  and  methods  of those  principles
reflected in the financial  statements included in the Form 10-KSB as filed with
the Securities and Exchange Commission. Reference should be made to the notes to
the financial statements included in the Company's Form 10-KSB for a description
of significant  accounting  policies,  commitments and other pertinent financial
information.


                                     Page 3
<PAGE>


                       COMPUTER POWER, INC. & SUBSIDIARY

                           CONSOLIDATED BALANCE SHEETS
                    AS OF September 30, 1997 AND DECEMBER 31, 1996
<TABLE>
<CAPTION>

                                                                 September 30  December 31
                                                                     1997         1996
                                                                 (Unaudited)
- ------------------------------------------------------------------------------------------
<S>                                                             <C>            <C>        
Cash and Cash Equivalents                                       $    83,709    $    68,519
Accounts Receivable, less allowances of $168,056
 at September 30, 1997 and $253,956 at December 31, 1996          1,502,222      1,354,890
Inventories                                                       1,217,981      1,538,358
Prepaid Expenses and Other Current Assets                            31,043         75,385
                                                                --------------------------
                            Total Current Assets                  2,834,955      3,037,152


Machinery, equipment and furniture                                1,127,262      1,070,377
Leasehold Improvements                                              333,274        333,274
                                                                --------------------------
                                                                  1,460,536      1,403,651

Less: Accumulated Depreciation and Amortization                  (1,182,842)    (1,140,168)
                                                                --------------------------
Net Property, Plant and Equipment                                   277,694        263,483
                                                                --------------------------

                                                                $ 3,112,649    $ 3,300,635
                                                                ==========================

- ------------------------------------------------------------------------------------------

Notes and Other Debt Payable                                    $ 1,217,213    $   874,240
Current Maturities of Long Term Debt                                369,996        257,146

Accounts Payable                                                  1,198,143      1,110,224

Accrued Liabilities                                               1,033,617        888,048
Deferred Revenue                                                    130,764        372,683
                                                                --------------------------
               Total Current Liabilities & Deferred Revenue       3,949,733      3,502,341

Long Term Debt                                                    1,640,004      1,732,854
                                                                --------------------------
                             Total Liabilities                    5,589,737      5,235,195
                                                                --------------------------

Preferred Stock, par value $0.01 per share; 2,000,000 shares
 authorized, none issued                                                 --             --
Common Stock, par value $0.01 per share; 12,000,000 shares
 authorized at September 30, 1997 and 5,000,000 authorized at
 December 31, 1996: 2,602,700 shares outstanding                     26,027         26,027
Capital in excess of par                                          3,757,119      3,757,119
Accumulated Deficit                                              (6,185,546)    (5,643,018)
Treasury Stock, 24,400 shares, at cost                              (74,688)       (74,688)
                                                                --------------------------
     Total Shareholder's Deficit                                 (2,477,088)    (1,934,560)
                                                                --------------------------
</TABLE>


The accompanying notes to consolidated financial statements are an integral part
of these  financial  statements.  The December 31, 1996 results are derived from
audited financial statements.


                                     Page 4
<PAGE>


                       COMPUTER POWER, INC. & SUBSIDIARY



                            STATEMENTS OF OPERATIONS
     FOR THE THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996
                                   (Unaudited)

<TABLE>
<CAPTION>

                                               THREE MONTHS ENDED            NINE MONTHS ENDED
                                                  September 30                  September 30
                                            ------------------------      ------------------------
                                               1997          1996           1997           1996
                                            ---------      ---------      ---------      ---------

<S>                                       <C>            <C>            <C>            <C>        
NET SALES                                 $ 2,378,939    $ 3,244,224    $ 7,469,138    $ 8,698,845

COST OF GOODS SOLD                          1,803,864      3,431,660      5,900,884      7,725,194
                                          -----------    -----------    -----------    -----------


             Gross Profit                     575,075       (187,436)     1,568,254        973,651

OPERATING EXPENSES
    Selling Expenses                          264,858        408,136        927,090      1,173,776
    General and Administrative expenses       332,384        242,374        897,876        808,491
    Interest Expenses                         107,382         98,393        285,816        282,174
                                          -----------    -----------    -----------    -----------

             Total Operating Expenses         704,624        748,903      2,110,782      2,264,441
                                          -----------    -----------    -----------    -----------

             Net (Loss)                      (129,549)      (936,339)      (542,528)    (1,290,790)
                                          ===========    ===========    ===========    ===========

EARNINGS PER SHARE (Note 6)
PRIMARY EARNINGS PER SHARE                $     (0.05)   $     (0.36)   $     (0.21)   $     (0.50)
                                          ===========    ===========    ===========    ===========

PRIMARY WEIGHTED AVERAGE SHARES
             OUTSTANDING                    2,578,300      2,578,300      2,578,300      2,578,300

FULLY DILUTED EARNINGS PER SHARE          $        --    $        --    $        --    $        -- 
                                          ===========    ===========    ===========    ===========
</TABLE>

     Shares issuable upon exercise of warrants and/or options have not been
 considered in the calculation of Fully Diluted Earnings Per Share for 1997 and
1996 as the results would have been anti-dilutive. The accompanying notes to the
   consolidated financial statements are an integral part of these financial
  statement. The December 31, 1996 results are derived from audited financial
                                  statements.


                                     Page 5
<PAGE>


                       COMPUTER POWER, INC. & SUBSIDIARY

                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996
                                  (Unaudited)
<TABLE>
<CAPTION>

                                                              September 30
                                                     ---------------------------
CASH (USED) FOR/PROVIDED BY OPERATING ACTIVITIES:          1997         1996
                                                     ---------------------------

<S>                                                  <C>            <C>         
Net (Loss)                                           $  (542,528)   $(1,290,789)

Adjustments to reconcile net income (loss) to
 cash provided by (used for) operating activities

Depreciation & Amortization                               42,674         39,845
Changes in Current Assets & Liabilities
   Accounts Receivable                                  (147,332)       370,245
   Inventories                                           320,377        937,570
   Prepaid Expenses & Other Current Assets                44,342        160,778
   Other Non Current Assets                                   --             -- 
   Accounts Payable                                       87,919       (697,657)



   Accrued Liabilities & Deferred Revenue                (96,350)       320,468
                                                     --------------------------
               Cash  (used) for/provided by
                Operating Activities                    (290,898)      (159,540)

CASH USED FOR INVESTING ACTIVITIES:

Capital Expenditures                                     (56,885)       (45,990)
                                                     --------------------------
                    Cash used for Investing Activities   (56,885)       (45,990)

CASH PROVIDED BY (USED FOR) FINANCING ACTIVITIES:

  Proceeds from issuance of debt                         467,609        461,477

  Repayment of note & Term Loan                         (104,636)      (167,574)
                                                     --------------------------
              Cash provided by (used for)
               Financing Activities                      362,973        293,903
                                                     --------------------------

INCREASE (DECREASE) IN CASH & CASH EQUIVALENTS:           15,190         88,373

CASH & CASH EQUIVALENTS, beginning of period              68,519             --
                                                     --------------------------


CASH & CASH EQUIVALENTS, end of period                    83,709         88,373
                                                     ==========================

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
  Income Taxes Paid                                           --             --

  Interest Paid                                      $   113,247    $   186,408
</TABLE>


The accompanying notes to consolidated financial statements are an integral part
of these financial statements.

                                     Page 6
<PAGE>


                       COMPUTER POWER, INC. & SUBSIDIARY

                          NOTES TO FINANCIAL STATEMENTS

Note 1:    The financial  information as of September 30, 1997 and the three and
        nine months ended  September 30, 1997 are unaudited  but, in the opinion
        of  the  Company,  all  adjustments  necessary  to  present  fairly  the
        financial  position and the results of operations for these periods have
        been  made.  Reference  should  be made to the  notes  to the  financial
        statements  included in the Company's  Form 10-KSB for a description  of
        significant   accounting  policies,   commitments  and  other  pertinent
        financial information.

Note 2:    Inventories, which include material, labor and manufacturing overhead
        costs,  are stated at the lower of cost (on a first in, first out basis)
        or market.

Note 3:    At September 30, 1997, and December 31, 1996, notes payable and other
        current debt included  amounts due to related  parties and other lenders
        as follows:  

<TABLE>
<CAPTION>
                                                                             September 30 December 31
                                                                                  1997       1996
                                                                              -----------------------
<S>                                                                          <C>           <C>       
1    Subordinated, unsecured notes payable to a director and a
      related party, due October 31, 1997, bearing interest at 10%.          $    52,000   $   52,000

2    Subordinated, unsecured demand note payable to a related
      party, bearing interest at 8%.                                             144,943      144,943

3    Subordinated, unsecured note payable, bearing interest at
       12%, amortized in monthly installments of $3,998 plus
      interest, due April 30, 1997                                                    --       15,640

4    Subordinated, unsecured note payable to a related entity,
      bearing interest at 10%, due February 1, 1998                              250,000           --

5    Subordinated, unsecured note payable to an officer, bearing
      interest at 10%, due February 1, 1998                                       30,000           --

6    Subordinated,  unsecured note payable to a director and a
      related party, bearing  interest at 10%,  due in  installments
      beginning  July,  1997, amortized in monthly installments of
      $3,000 plus interest beginning July 1997                                     9,000           --

7    Revolving credit agreement, amended in August 1997, maturing January
      31, 1999, bearing interest at prime plus 3.5%, secured by all assets
      of the Company                                                             731,270      661,657
                                                                              ----------   ----------

     Total Notes and Other Debt Payable                                        1,217,213      874,240
                                                                              ----------   ----------
</TABLE>


                                     Page 7
<PAGE>


                        COMPUTER POWER, INC. & SUBSIDIARY

         Long-term debt consisted of the following amounts at September 30, 1997
         and December 31, 1996

<TABLE>
<CAPTION>
                                                                                   September 30 December 31
                                                                                       1997        1996
                                                                                   -----------------------
<S>                                                                                   <C>          <C>    
 1    Term loan,  amended in August 1997, now maturing in 1999, bearing interest
        at prime plus 3.5%, payable monthly,  with monthly principal payments of
        $5,000 beginning January 1998,  secured by receivables,  inventory,  and
        fixed asset:                                                                  295,000      275,000

 2    Subordinated, unsecured note, payable to an officer,
        due July 1, 1999, bearing interest at 9.5%, payable
        quarterly                                                                     150,000      150,000

 3    Subordinated, unsecured notes, payable to a related entity,
        due July 1, 1999, bearing interest at 9.5%, payable
        quarterly                                                                     565,000      565,000

 4    Subordinated note, bearing interest at prime plus 4%,
        payable in monthly installments of $19,444 plus
        interest, payable quarterly, from September 1997                              700,000      700,000
        through August 2000 

 5    Subordinated note, bearing interest at 9.5%, payable
        in monthly installments of $6,250 plus interest, payable
        quarterly,  from July 1997 through November 2000                              300,000      300,000
                                                                                   -----------------------

                             Total Long Term Debt                                   2,010,000    1,990,000

      Less: Current Portion                                                           369,996      257,146
                                                                                   -----------------------

                              Net Long Term Debt                                   $1,640,004   $1,732,854
                                                                                   =======================
</TABLE>



       The    revolving  credit  agreement  provides for maximum  borrowings  of
              eighty five percent (85%) of eligible defined accounts receivable.
              The maximum amount,  including any amounts  outstanding  under the
              term loan, is $2,000,000. See Item 5, Part II of this document for
              discussion of changes in the lending  agreement with the Company's
              asset based lender.

      Note 4. At  September   30,  1997,   the  Company  had   1,276,938   stock
              subscription  warrants and 400,000 stock options outstanding.  The
              stock  subscription  warrants are  exercisable  at various  prices
              ranging from $0.25 to $0.40 per share. The exercise period for the
              warrants ranges from June 1, 1996, through June 1, 2006. The stock
              options were issued under an approved  stock option plan at market
              prices at the time of issue.


                                     Page 8
<PAGE>

                        COMPUTER POWER, INC. & SUBSIDIARY

              At September 30, 1997, no warrants and no options were  determined
              to be common stock  equivalents  because the average  market price
              for the first three  quarters of 1997 was lower than the  exercise
              price of the warrants and options.

      Note 5.    The Company owns a 20% interest in Retrofit, Ltd. ("Retrofit"),
              of  Trinidad,   West  Indies.  Retrofit  began  manufacturing  LED
              sub-assemblies for the Company's  Astralite business unit in 1996.
              The  Company's  entire  investment  consisted  of a license of its
              patented LED retrofit technology. This investment is carried at no
              value.  The  majority  interest  in Retrofit is owned by a related
              party.

      Note 6.    Earnings per Share - Fully  diluted  earnings per share for the
              third  quarter of 1997 and the nine  months  ended  September  30,
              1997,  were not  calculated  since  the  results  would  have been
              anti-dilutive.

                 The Company plans to adopt SFAS No. 128,  "Earnings per Share,"
              which  becomes  effective  December 15, 1997.  On that basis,  the
              Company's  reported  earnings  per share for the periods  reported
              upon would be as follows:

<TABLE>
<CAPTION>
                                                      Quarter Ended Sept 30     Y-T-D Sept 30
                                                    ----------------------------------------------
Per Share Amounts                                       1997        1996       1997       1996
                                                    ----------------------------------------------
<S>                                                 <C>         <C>         <C>          <C>       
    Primary Earnings Per Share, as Reported         $     (0.05)$     (0.36)$     (0.21) $   (0.50)
    SFAS 128 Adjustment                                      --          --          --         --
                                                    ----------------------------------------------
    Basic Earning Per Share                         $     (0.05)$     (0.36)$     (0.21) $   (0.50)
                                                    ----------------------------------------------

    Fully Diluted Earnings Per Share, as Reported            --          --          --         --
    SFAS 128 Adjustment                                      --          --          --         --
                                                    ----------------------------------------------
    Diluted Earnings Per Share                      $        -- $        -- $        --         --
                                                    ----------------------------------------------
</TABLE>


                    BALANCE OF PAGE INTENTIONALLY LEFT BLANK


                                     Page 9
<PAGE>

                        COMPUTER POWER, INC. & SUBSIDIARY

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                    FINANCIAL CONDITION AND OPERATING RESULTS

1. REVENUES

         For the three months  ended  September  30, 1997,  net sales were about
$2,379,000  compared to about  $3,244,000  for the third  quarter of 1996, a 26%
reduction.  Power  Protection  business unit sales were weak mainly due to lower
level quoting activity with original equipment  manufacturers  during the second
and early third quarters.  Quoting  activity,  however,  picked up in the latter
part of the third quarter. Astralite business unit sales have been significantly
affected by the uncertainty  created by the  introduction of a new  Underwriters
Laboratory (UL) standard for retrofit products which became effective in August,
1997, and by increased competition for retrofit products.

         For the nine month period ended  September  30, 1997,  sales were about
$7,469,000 in 1997, compared to about $8,699,000 in 1996, a 14% reduction. Power
Protection  business unit sales in 1996 included a significant one time sale for
a major construction  project.  Excluding this one time event, sales declined by
about 7%. The Power  Protection  business  unit is  experiencing  about the same
level of competition as in 1996,  but, as noted above,  the level of quoting was
lower earlier this year but has improved as of late. The Astralite business unit
has experienced  increased  competition for retrofit products and to some extent
has  been  impacted  by the UL  standard  change  for  retrofit  products  noted
previously.  The Company  continues  to  actively  pursue the  certification  of
products and is confident that it will meet the new code requirements.

2. COST OF SALES

         For the three months ended  September 30, 1997, cost of sales was about
$1,804,000  compared  to about  $3,432,000  in  1996.  The cost of sales in 1996
included a third quarter  charge of  $1,000,000 to reduce the carrying  value of
its inventory.  After removing the effect of this charge,  the cost of sales for
1996 was about 75% of sales  compared to about 76% of sales in 1997. The cost of
sales for 1997 included increased product engineering  investment and provisions
for in  warranty  services on Power  Protection  products  which were  partially
offset by reduced  freight in and direct labor  expenses.  Management  has taken
additional  steps to reduce  cost of sales and  expects  that the impact will be
realized in 1998.

         For the nine month period ended  September 30, 1997,  cost of sales was
about $5,901,000  compared to about $7,725,000 in 1996. As noted above, the cost
of sales for the third quarter of 1996 included  $1,000,000 of charges to reduce
the  carrying  charges  and a  $200,000  charge in the  second  quarter  of 1996
primarily  related to  provisions  for obsolete  materials.  After  removing the
effect of these charges  (totaling  $1,200,000),  the cost of sales for 1996 was
about 75% of sales compared to about 79% of sales in 1997. The cost of sales for
1997  included  increased  product  engineering  investment  and  field  service
expenses on Power  Protection  products,  which were partially offset by reduced
freight in and direct labor expenses.


                                    Page 10
<PAGE>


                        COMPUTER POWER, INC. & SUBSIDIARY

3. OPERATING AND OTHER EXPENSES

         Selling  expenses for the three months  ended  September  30, 1997 were
about $265,000 compared to $408,000 in 1996, a $143,000 reduction and were about
$927,000 compared to $1,174,000 for the nine months ended September 30, 1997 and
1996 respectively.  The Company  continually  monitors and adjusts its sales and
marketing  investment  in  relation  to the  level  of  sales  and  as a  result
expenditures for promotions, commissions, and salaries were lower than 1996.

         General  and  administrative   expenses  for  the  three  months  ended
September 30, 1997 were  approximately  $332,000,  compared to about $242,000 in
the prior year.  The increase was  primarily  due to  settlement  of a sales tax
audit,  supplies  and other  miscellaneous  expenses.  For the nine month period
ended  September 30, 1997,  expenses were about  $898,000 in 1997 as compared to
about $808,000 in 1996. The $90,000  increase was primarily to UL licensing fees
and settlement of a sales tax audit, which were partially offset with reductions
in the cost of professional fees and bad debt expense.

         Interest  expense in the third  quarter of 1997 was about  $107,000  or
about $9,000 higher than the third  quarter of 1996.  The increase was primarily
due to an interest  charge  related to a sales tax audit  completed in the third
quarter  of 1997.  The  interest  expense  for the first  nine  months was about
$286,000,  or about $4,000 higher than the first nine months of 1996.  Excluding
the interest charge for the sales tax audit,  the reduction of interest  expense
primarily resulted from replacing debt to the Company's asset based lender, with
effective  interest rates in excess of 14%, with debt from related  parties,  at
rates of 10% or  less.  This  was  virtually  offset  by an  increased  level of
borrowing (See # 4, below).

4. LIQUIDITY AND CAPITAL RESOURCES

         At September  30, 1997,  the  Company's  investment in assets was about
$3,113,000  or about  $188,000  less than at December  31,  1996.  The change in
assets was due to a $147,000  increase in accounts  receivable  mainly due to an
increase in Days Sales  Outstanding (DSO) from an average of 58 days at December
31, 1996 to an average of 64 days at the end of the third quarter.  In addition,
the Company has added about $57,000 in fixed assets,  primarily customer service
hardware  and  software.  These  increases  were more than  offset by a $320,000
decrease in inventory,  as the Company  continued with its inventory  management
programs  begun in the fourth  quarter of 1996.  The change in  liabilities  and
stockholder's  equity  reflects  a loss of  $542,000  for the  period  which was
primarily  financed by  $280,000  increase  in  financing  provided by a related
entity and an officer of the Company and $105,000 increase of the inventory term
loan with the Company's primary lender.

         The Company has two raw material  suppliers,  one of which is a related
party,  that provide  extended  payments terms. As of September 30, 1997,  these
vendors  were  owed a total  of about  $578,000,  of which  about  $238,000  was
outstanding as a result of those terms.

         During February 1997, the Company arranged additional  financing from a
related  entity  and an  officer  of the  Company  totaling  $280,000.  The  new
financing provides for one year term loans maturing February 1, 1998. Should the
Company be unable to pay down the  obligation  when due,  warrants  to  purchase
Company  stock will be issued in exchange for a one year payment 


                                    Page 11
<PAGE>


                        COMPUTER POWER, INC. & SUBSIDIARY

extension.  In August, 1997, the Company completed negotiations with its primary
lender  concerning  its revolving  credit.  As a result of  renegotiations,  the
lender  refinanced a term loan secured by the Company's  inventory for $105,000,
with principal payments deferred until January, 1998, and improved the terms and
conditions for borrowing under the revolving credit agreement,  when payments of
$5,000 per month will begin. (See exhibit a)

         The Company  projects  that funding  available to it from the revolving
credit and  inventory  term loan  arrangements  (See exhibit a), and  negotiated
deferrals  of  debt  service  should  be  sufficient  to  cover  operating  cash
requirements for the foreseeable future.

         As a result of the  foregoing,  the Company lost  $129,547 in the third
quarter of 1997,  or ($0.05)  per share,  as  compared  to a loss of $936,336 or
($0.36) per share in the similar  period  last year.  Year to date,  the Company
lost $542,527 or ($0.21) per share in 1997, as compared to a loss of $1,290,787,
or ($0.50)  per share in 1996.  There were  2,578,300  weighted  average  common
shares outstanding in each period,  respectively.  For the three months and nine
months ended  September  30, 1997,  the effects of options and warrants were not
considered when calculating fully diluted earnings per share,  since the results
would have been anti-dilutive.





                    BALANCE OF PAGE INTENTIONALLY LEFT BLANK


                                    Page 12
<PAGE>


                        COMPUTER POWER, INC. & SUBSIDIARY

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS:

                  None.

ITEM 2. CHANGE IN SECURITIES:

                  None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES:

                  None.

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

                  None

ITEM 5. OTHER INFORMATION:

         On May 6, 1997,  the  Company's  asset  based  lender  agreed to modify
certain terms and conditions of a loan agreement  expiring on December 31, 1997.
The amended agreement, is now extended until January 31, 1999 with certain terms
and  conditions  that are more  favorable  to the  Company  (see  exhibit a). In
addition,  certain  related party  investors  have agreed to continue to finance
product  and  business  development  for both  Power  Protection  and  Astralite
business units for the  foreseeable  future by deferring  principal and interest
payments on various loan obligations.

         On October  31,  1997 Mr.  Paul A.  Kohmescher  joined  the  company as
Controller replacing Richard T. Johnson,  who resigned.  Mr. Kohmescher has over
twenty years experience in various accounting and financial positions,  and more
than seven years of senior  management  experience with an electrical  equipment
manufacturer.


ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K:
            a) Exhibits:  Letter dated October 24, 1997  confirming  the Amended
                 Loan Agree- ment with Rosenthal & Rosenthal.
            b) Reports on Form 8-K: None.


                                    Page 13
<PAGE>

<TABLE>
<CAPTION>

                        COMPUTER POWER, INC. & SUBSIDIARY

ITEM 6 EXHIBIT (a)

<S>                                          <C>
Description                                  Offered

Credit Line                                  $2,000,000

Inventory Loan                               $300,000

Repackage May 1, 1997                        Yes

Monthly Amortization Begin Jan 1, 1998       $5,000

Collateral                                   Negotiate When Business Turns
Release When Loan = 15% of Inventory Value   Profitable

Receivables
Advance Formula                              85% Domestic
Foreign                                      Discretionary

Interest Rate
First $500,000 of Borrowing                  Prime + 3.5%
Borrowing over $500,000                      Prime + 3%

Float Business Days                          3

Commitment Fee                               $15,000
Payable Monthly

Minimum Monthly Fee                          $5,000
Loan Level at 12%                            $500,000

Term                                         January 31,1999

Termination Fee                              Maximum $25,000

Liquidated Damages                           Cap at Termination Fee Amount of $25,000

Effective Date
Increase in Availability                     Immediate
Other Terms                                  January 1, 1998
</TABLE>


                                    Page 14
<PAGE>

                        COMPUTER POWER, INC. & SUBSIDIARY


                                    SIGNATURE

         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.


                          COMPUTER POWER, INC. & SUBSIDIARY



Date: November 12, 1997   /s/ Hiro Hiranandani
                          --------------------
                              Hiro Hiranandani 
                              President & Chief Executive Officer


Date: November 12, 1997   /s/Thomas E. Marren, Jr.
                          ------------------------
                             Thomas E. Marren, Jr. 
                             V.P & Chief Financial Officer


                                     Page 15




<TABLE> <S> <C>


<ARTICLE>                     5
<LEGEND>
THIS SCHEDULE  CONTAINS  SUMMARY  FINANCIAL  INFORMATION  EXTRACTED FROM (A) THE
CONSOLIDATED   BALANCE  SHEETS  AT  SEPTEMBER  30,  1997   (UNAUDITED)  AND  THE
CONSOLIDATED  STATEMENTS OF OPERATIONS  FOR THE NINE MONTHS ENDED  SEPTEMBER 30,
1997  (UNAUDITED)  AND IS  QUALIFIED  IN ITS  ENTIRETY BY  REFERENCE TO SUCH (B)
FINANCIAL STATEMENTS.

</LEGEND>
<CIK>                          0000792986
<NAME>                COMPUTER POWER, INC.
<MULTIPLIER>                            1
       
<S>                           <C>
<PERIOD-TYPE>                       9-MOS
<FISCAL-YEAR-END>             DEC-31-1997
<PERIOD-START>                JUL-01-1997
<PERIOD-END>                  SEP-30-1997
<CASH>                             83,709
<SECURITIES>                            0
<RECEIVABLES>                   1,670,278
<ALLOWANCES>                     (168,056)
<INVENTORY>                     1,217,981
<CURRENT-ASSETS>                   31,043
<PP&E>                          1,460,536
<DEPRECIATION>                 (1,182,842)
<TOTAL-ASSETS>                  3,112,649
<CURRENT-LIABILITIES>           3,949,733
<BONDS>                         1,640,004
                   0
                             0
<COMMON>                           26,027
<OTHER-SE>                     (2,503,115)
<TOTAL-LIABILITY-AND-EQUITY>    3,112,649
<SALES>                         2,378,939
<TOTAL-REVENUES>                2,378,939
<CGS>                           1,803,864
<TOTAL-COSTS>                   1,803,864
<OTHER-EXPENSES>                  597,242
<LOSS-PROVISION>                        0
<INTEREST-EXPENSE>                107,382
<INCOME-PRETAX>                  (129,549)
<INCOME-TAX>                            0
<INCOME-CONTINUING>              (129,549)
<DISCONTINUED>                          0
<EXTRAORDINARY>                         0
<CHANGES>                               0
<NET-INCOME>                     (129,549)
<EPS-PRIMARY>                        (.05)
<EPS-DILUTED>                        (.05)
        


</TABLE>


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