ALLOU HEALTH & BEAUTY CARE INC
10-Q, 1997-08-14
DRUGS, PROPRIETARIES & DRUGGISTS' SUNDRIES
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                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM 10-Q

(Mark One)

[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.
                                          -------------

[_]  Transition  report  pursuant  to  Section  13 or  15(d)  of the  Securities
     Exchange Act of 1934 for the transition period from _______ to _______.


                         Commission file number 1-10340

                        Allou Health & Beauty Care, Inc.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

            Delaware                                     11-2953972
- --------------------------------               ---------------------------------
  (State or other jurisdiction                 (IRS Employer Identification No.)
of incorporation or organization)

   50 Emjay Boulevard, Brentwood, NY                                  11717
- ----------------------------------------                            ----------
(Address of principal executive offices)                            (Zip Code)

        Registrant's telephone number, including area code (516) 273-4000

           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  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 90 days. Yes [X] No [_]

           Indicate  the number of shares  outstanding  of each of the  issuer's
classes of common stock, as of the latest practicable date.

               Class                                         August 12, 1997
            -----------                                      ---------------

Class A Common Stock, $.001 par value                            4,555,350
                                                                 =========
Class B Common Stock, $.001 par value                            1,200,000
                                                                 =========


<PAGE>



                        ALLOU HEALTH & BEAUTY CARE, INC.


                                      INDEX

                                                                            Page
                                                                            ----

PART I.    FINANCIAL INFORMATION

           Item 1.   Financial Statements......................................3

                     Consolidated Balance Sheet as of June 30, 1997
                     (unaudited) and March 31, 1997............................4

                     Consolidated Statement of Income & Retained
                     Earnings (unaudited) For the Three Month Periods
                     Ended June 30, 1997 and 1996..............................5

                     Consolidated Statement of Cash Flows (unaudited)
                     for the Three Month Periods Ended June 30, 1997
                     and 1996..................................................6

                     Notes to Consolidated Financial Statements (unaudited)....7

           Item 2.   Management's Discussion and Analysis of
                     Financial Condition and Results of Operations............15

PART II.   OTHER INFORMATION

           Item 6.  Exhibits and Reports on Form 8-K..........................18

SIGNATURES....................................................................19

EXHIBIT INDEX.................................................................20


                                       -2-

<PAGE>



                                     PART I
                              FINANCIAL INFORMATION

ITEM 1.    FINANCIAL STATEMENTS.






                                       -3-

<PAGE>



                        ALLOU HEALTH & BEAUTY CARE, INC.
                           CONSOLIDATED BALANCE SHEET

                                     ASSETS
<TABLE>
<CAPTION>
                                                                     June 30,       March 31,
                                                                       1997           1997
                                                                   ------------   ------------
<S>                                                                <C>            <C>         
Current Assets
    Cash                                                           $    359,696   $     76,531
    Accounts Receivable (less allowance for doubtful accounts of
    $950,682 at June 30, 1997 and $555,682 at March 31, 1997
    (Notes 1 & 5)                                                    45,076,832     48,424,882
    Inventories (Notes 1 & 5)                                       101,560,964     96,661,103
    Other Current Assets (Note 2)                                     9,873,473      8,168,603
                                                                   ------------   ------------
         Total Current Assets                                      $156,870,965   $153,331,119
    Fixed Assets, Less Accumulated Depreciation
    (Notes 1 & 3)                                                     3,556,295      3,642,758
    Other Assets (Note 4)                                             4,315,954      4,373,918
                                                                   ------------   ------------
              TOTAL ASSETS                                         $164,743,214   $161,347,795
                                                                   ============   ============

                       LIABILITIES & STOCKHOLDERS' EQUITY
Current Liabilities
    Amounts Due Bank (Note 5)                                      $ 95,314,201   $ 96,740,253
    Current Portion of Long-Term Debt (Note 6)                          492,409        540,500
    Accounts Payable and Accrued Expenses (Note 7)                   17,459,005     13,998,641
    Income Taxes Payable                                                402,314            -0-
                                                                   ------------   ------------
         Total Current Liabilities                                 $113,667,929   $111,279,394
                                                                   ------------   ------------

Long Term Liabilities
    Long-Term Debt, Less Current Portion (Note 6)                     1,860,384      1,841,470
                                                                   ------------   ------------
         Total Long Term Liabilities                                  1,860,384      1,841,470
                                                                   ------------   ------------
              TOTAL LIABILITIES                                    $115,528,313   $113,120,864
                                                                   ------------   ------------

Commitments & Contingencies (Note 8)

Stockholder's Equity (Notes 1 & 9)
    Preferred Stock, $.001 par value, 1,000,000 shares
    authorized, none issued and outstanding 
    Class A Common Stock, $.001 par value,
      10, 000,000 shares authorized 4,552,225 issued and
      outstanding at June 30, 1997 and March 31, 1997              $      4,552   $      4,552
    Class B Common Stock, $.001 par value; 2,200,000
      authorized at June 30, 1997 and March 31, 1997
      respectively, 1,200,000 issued and outstanding at June 30,
      1997 and March 31, 1997                                             1,200          1,200
    Additional Paid-in Capital                                       23,476,508     23,476,508
    Retained Earnings                                                25,732,641     24,744,671
                                                                   ------------   ------------
                 TOTAL STOCKHOLDERS' EQUITY                          49,214,901     48,226,931
                                                                   ------------   ------------
                 TOTAL LIABILITIES & STOCKHOLDERS' EQUITY          $164,743,214   $161,347,795
                                                                   ============   ============
</TABLE>


                 The accompanying notes are an integral part of
                           this financial statement.


                                       -4-

<PAGE>



                        ALLOU HEALTH & BEAUTY CARE, INC.
             CONSOLIDATED STATEMENT OF INCOME AND RETAINED EARNINGS

                                                    For The Three Months Ended
                                                              June 30,
                                                        1997            1996
                                                   ------------    ------------

Revenues                                           $ 64,855,684    $ 68,958,061

Costs of Revenues                                    55,149,409      60,827,615
                                                   ------------    ------------

    Gross Profit                                      9,706,275       8,130,446
                                                   ------------    ------------

Operating Expenses
    Warehouse & Delivery                              2,378,177       1,994,873
    Selling, General & Administrative                 3,714,771       3,356,081
                                                   ------------    ------------

      Total Expenses                                  6,092,948       5,350,954
                                                   ------------    ------------

      Income From Operations                          3,613,327       2,779,492
                                                   ------------    ------------

Other Charges (Credits)
    Interest                                          1,978,738       1,489,809
    Other                                                (3,381)        (10,984)
                                                   ------------    ------------

      Total                                           1,975,357       1,478,825
                                                   ------------    ------------

      Income Before Income Taxes                      1,637,970       1,300,667

    Provision for Income Taxes (Note 10)                650,000         498,000
                                                   ------------    ------------

                 NET INCOME                             987,970         802,667


                 RETAINED EARNINGS - BEGINNING       24,744,671      20,686,136
                                                   ------------    ------------

                 RETAINED EARNINGS - ENDING        $ 25,732,641    $ 21,488,803
                                                   ============    ============


    Net Income Per Common Share:  (Note 1)

      Primary and Fully Diluted                    $        .16    $        .14
                                                   ============    ============



                 The accompanying notes are an integral part of
                           this financial statement.


                                       -5-

<PAGE>



                         ALLOU HEALTH & BEAUTY CARE INC.
                      CONSOLIDATED STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>

                                                              For The Three Months Ended
                                                                       June 30,
                                                                  1997           1996
                                                              -----------    -----------
<S>                                                           <C>            <C>        
Cash Flows From Operating Activities
- ------------------------------------

    Net Income                                                $   987,970    $   802,667

Adjustments to Reconcile Net Income to Net Cash Provided By
 (Used in) Operating Activities:

    Depreciation and Amortization                                 175,836        162,505

Decrease (Increase) In Assets:

    Accounts Receivable                                         3,348,050     (7,739,408)
    Inventory                                                  (4,899,861)    (3,249,994)
    Prepaid Purchases and Other Assets                         (1,663,622)        21,539

    Increase (Decrease) In Liabilities:

    Accounts Payable and Accrued Expenses                       3,460,364      1,202,913
    Income Taxes Payable                                          402,314        214,480
                                                              -----------    -----------

      Net Cash Provided By (Used In) Operating Activities       1,811,051     (8,585,298)
                                                              -----------    -----------

Cash Flows Used in Investing Activities
- ---------------------------------------

    Acquisition of Fixed Assets                                   (72,657)       (69,059)
                                                              -----------    -----------

Cash Flows From Financing Activities
- ------------------------------------

    Net Increase (Decrease) in Amounts Due Bank                (1,426,052)     6,684,428
    Borrowings                                                    215,771      2,010,376
    Repayment of Debt                                            (244,948)      (137,722)
                                                              -----------    -----------

      Net Cash Provided By (Used In) Financing Activities      (1,455,229)     8,557,082
                                                              -----------    -----------
                 INCREASE (DECREASE) IN CASH                      283,165        (97,275)

                 CASH AT BEGINNING OF PERIOD                       76,531        144,118
                                                              -----------    -----------
                 CASH AT END OF PERIOD                        $   359,696    $    46,843
                                                              ===========    ===========


Supplemental Disclosures of Cash Flow Information:

    Cash Paid For:
      Interest                                                $ 1,980,489    $ 1,496,925
      Income Taxes                                            $   176,108    $         0
</TABLE>

During the three  months  ended June 30, 1997 and 1996 the Company  issued notes
for $215,771 and $2,010,376, respectively.


    The accompanying notes are an integral part of Vthis financial statement.


                                       -6-

<PAGE>



                        ALLOU HEALTH & BEAUTY CARE, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

           A.        Organization:

           Allou Health & Beauty Care, Inc. (the "Company") was  incorporated on
January  20,  1989  under the laws of the state of  Delaware,  on which  date it
acquired all of the outstanding shares of Allou  Distributors,  Inc. in exchange
for 2,400,000 shares  (1,200,000  post-split) of its Class B Common Stock,  thus
making it a wholly-owned subsidiary.

           Effective April 1, 1993, the Company  acquired all of the outstanding
shares  of  M.  Sobol,  Inc.,  a  wholesaler  of  pharmaceutical  products  in a
transaction accounted for under the purchase method. The price for the stock was
$1,472,382.

           On October 2, 1995,  the  Company  purchased  certain  assets of Russ
Kalvin Inc., a manufacturer of hair care products located in southern California
for $2,296,735. These assets included accounts receivable,  inventory, equipment
and intangibles.  The Company has incorporated  wholly-owned  subsidiaries  that
manufacture and distribute these products.

           These financial statements include the consolidated operations of the
Company  and  its   subsidiaries.   All  intercompany   transactions  have  been
eliminated.

           B.        Description of Operations:

           The  Company is engaged in the  business of  distributing  brand name
health  and  beauty   aids,   cosmetics,   fragrances,   grocery   products  and
pharmaceuticals.  The Company also  distributes  generic brand health and beauty
aids and hair care  products.  The  Company  sells these  products to  retailers
throughout the United States.

           C.        Revenue Recognition:

           The Company recognizes revenue on its entire product line at the time
the products are shipped to the customer.

           D.        Concentration of Credit Risk:

           The Company  extends  credit based on an evaluation of the customer's
financial condition, generally without requiring collateral.  Exposure to losses
on receivables is principally  dependent on each customer's financial condition.
The Company monitors its exposure for credit losses and maintains allowances for
anticipated losses.


                                       -7-

<PAGE>


                        ALLOU HEALTH & BEAUTY CARE, INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


           E.        Inventories:

           Inventories, which consist of finished goods, are stated at the lower
of average cost or market.

           F.        Fixed Assets:

           Property and equipment are stated at cost.  Depreciation  is provided
for over the estimated  useful lives of the assets by use of  straight-line  and
accelerated methods.

           G.        Earnings Per Share:

           Primary and fully diluted earnings per share are computed on weighted
average  number of shares  actually  outstanding,  plus the shares that would be
outstanding  assuming the exercise of the Company's  outstanding  stock warrants
and stock  options,  which are  considered  to be common stock  equivalents,  in
accordance with the treasury stock method.

           H.        Estimates:

           The preparation of financial  statements in conformity with generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions  that  affect the  reported  amounts of assets and  liabilities  and
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements  and the reported  amounts of the  revenues  and expenses  during the
reported period. Actual results could differ from those estimates.

           I.        Stock Based Compensation:

           The Company  accounts for stock  options as prescribed by APB opinion
No. 25 and includes pro forma  information  in the stock  options  footnote,  as
permitted by statement of financial accounting standard No. 123.

2.         OTHER CURRENT ASSETS:

           Included in other current  assets at June 30, 1997 are  $8,794,618 of
prepayments on merchandise.


                                       -8-

<PAGE>


                        ALLOU HEALTH & BEAUTY CARE, INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


3.         PROPERTY AND EQUIPMENT:

                                     June 30,      March 31,     Estimated
                                       1997          1997        Useful Lives
                                       ----          ----        ------------

Machinery & Equipment              $1,780,984     $1,765,908        5 years

Furniture, Fixtures &
 Office Equipment                   2,333,005      2,295,084     5-10 years
Transportation Equipment               96,750         96,750      3-5 years
Leasehold Improvements              2,598,617      2,578,957    10-33 years
                                    ---------      ---------
                                    6,809,356      6,736,699
Less:  Accumulated Depreciation     3,253,061      3,093,941
                                    ---------      ---------
                                   $3,556,295     $3,642,758
                                    =========      =========

           Depreciation  expense  for the three  months  ended June 30, 1997 and
1996 amounted to $159,120 and $155,005, respectively.

4.         OTHER ASSETS:

           Included  in  other  assets  is  $1,746,427   of  goodwill,   net  of
amortization,  created  upon the  purchase of the shares of M. Sobol  Inc.,  the
Company's wholly-owned  subsidiary,  and the purchase of selected assets of Russ
Kalvin Inc. (see note 1-A), and $2,094,929 of interest-bearing  officers' loans.
The  goodwill  is  being   amortized   over  forty  years  and  fifteen   years,
respectively.  Amortization expense for the three months ended June 30, 1997 and
1996, amounted to $16,716 and $16,966, respectively.

5.         AMOUNTS DUE BANK:

           The Company has a secured line of credit with a consortium  of banks.
The  financing  agreement  provides  for  advances  of up  to  85%  of  eligible
receivables and 60% of eligible  inventories with aggregate  maximum advances of
$110,000,000,  including a $6,500,000 sublimit for overadvances. Interest on the
loan  balance  is  payable  monthly at 3/8% above the prime rate or 2% above the
Eurodollar rate, at the option of the Company. The loan is collateralized by the
Company's accounts  receivable and inventory and the overadvances are guaranteed
by the Company's principal stockholders. In addition, the Company is required to
abide by certain financial covenants. The effective interest rate charged to the
Company at June 30, 1997 was 7.74%, which was based on a combination of 2% above
the Eurodollar rate and 3/8% above the prime rate.


                                       -9-

<PAGE>


                        ALLOU HEALTH & BEAUTY CARE, INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


6.         LONG-TERM DEBT:

           Long-term debt consists of:

                      (a)  notes  collateralized  by  certain  of the  Company's
equipment and leasehold improvements,  payable in aggregate monthly installments
of  approximately  $52,282,  which  include  interest at rates varying from 3/8%
above the prime rate to 3.36% above the treasury rate.

                      (b) a loan  payable  to  the  previous  stockholder  of M.
Sobol, Inc. (see note 1- A). Interest payable on the declining principal balance
has been calculated at 5.45% per annum, through April 1, 2000.

           The aggregate long-term debt is payable as follows:

      Year Ending
       March 31,
       ---------
           1998 (nine months)                     $  353,198
           1999                                      645,134
           2000                                      677,138
           2001                                      579,336
           2002                                       97,987
                                                  ----------
                                                 $ 2,352,793

7.         ACCOUNTS PAYABLE AND ACCRUED EXPENSES:

                                                    June 30,          March 31,
                                                      1997              1997
                                                   -----------       -----------
             Cost of Revenues                      $15,726,544       $12,066,836
             
             Selling, General & Administrative         817,294           928,967
             Interest - Bank                           548,682           550,433
             Payroll                                   366,485           452,405
                                                   -----------       -----------
                                                   $17,459,005       $13,998,641
                                                   ===========       ===========



                                      -10-

<PAGE>


                        ALLOU HEALTH & BEAUTY CARE, INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


8.         COMMITMENTS AND CONTINGENCIES:

           A.        Operating Leases:

           The  Company  is  obligated  under a real  property  operating  lease
expiring in May 2005. Additionally, commencing on October 2, 1995, in connection
with the operations of its  wholly-owned  hair care products  subsidiaries,  the
Company entered into a five year real property operating lease for space located
in  California.  As of June 30, 1997,  total minimum annual  rentals,  excluding
additional payments for real estate taxes and certain expenses, are as follows:

         Year Ending
          March 31,
          ---------

           1998 (nine months)                       $   641,398
           1999                                        852,797
           2000                                        858,797
           2001                                        768,749
           2002                                        625,939
           2003-2006                                 1,982,139

           Rent  expense  for the  three  months  ended  June 30,  1997 and 1996
amounted to $216,722 and $218,386, respectively.

           B. The Company uses an entity for its deliveries  using the Company's
leased trucks and is charged on a per load basis. The Company assigned the truck
lease to this non-affiliated entity, however, the Company has guaranteed payment
and performance on all terms of the lease through its expiration in 1997.

           The Company owns a trailer truck which has been assigned to an entity
in exchange  for such entity  assuming the loan  payments for such truck,  which
remain an obligation of the Company.

           C.        Union:

           The  Company  has an  agreement  with the  National  Organization  of
Industrial  Trade Unions which  terminates  on December 14, 1997.  The agreement
covers all warehouse and receiving employees, excluding supervisory personnel.


                                      -11-

<PAGE>


                        ALLOU HEALTH & BEAUTY CARE, INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


           D.        Defined Contribution Plan

           Effective April 1, 1996, the Company  established a  non-contributory
defined  contribution  plan (401K) for  substantially  all employees not covered
under collective bargaining agreements.

           E.        Stock Option Plans:

           The Company  has adopted  Stock  Option  Plans which  provide for the
granting of stock options to certain  employees and  directors.  An aggregate of
2,677,150  shares of common stock are  reserved  for  issuance  under the Plans.
Incentive  stock  options are  granted at no less than fair market  value of the
shares on the date of grant. Options granted to individuals owning more than 10%
of the voting power of the  Company's  capital  stock are granted at 110% of the
fair market  value at the date of grant.  As of June 30,  1997,  the Company had
2,067,750 of outstanding  options at prices ranging from $5.75 to $10.00.  As of
June 30,  1996,  the  Company had  1,184,500  of  outstanding  options as prices
ranging from $5.75 the $10.00.

           The Company has adopted the  disclosure  only  provisions of SFAS No.
123  "Accounting for  Stock-Based  Compensation."  If the Company had elected to
recognize  compensation  costs  based on the fair value at the date of grant for
awards in the three  months  ended June 30,  1997 and 1996  consistent  with the
provisions  of SFAS No. 123, net income per common share would have been reduced
to the following pro forma amounts:
                                                      June 30,       June 30,
                                                        1997            1996
                                                      --------       --------
         Net Income - Pro Forma                       $718,386       $662,600
         Earnings Per Common Share - Pro Forma            $.12           $.11

           The pro  forma  amounts  are not  indicative  of  anticipated  future
disclosures  because SFAS 123 does not apply to options  granted  before  fiscal
1996.

           The fair value of each  option at date of grant for  options  granted
during  the three  months  ended  June 30,  1997 and 1996 was  $1.50 and  $2.07,
respectively,  and were estimated using the Black-Scholes  option pricing model.
The following assumptions were applied:

           No dividend  yield;  expected  volatility  rates of 25% and 32%; Risk
free interest  rates  approximating  5% and expected  lives of 3.3 years and 4.3
years, respectively.

           F. The Company has three year employment agreements with three of its
officers  which  expire  July 31,  1998.  These  agreements  provide for each to
receive annual  salaries of $300,000 and a bonus of 3% of the first  $2,000,000,
2% on the next  $1,000,000  and 1% on the remaining  increase over the Company's
prior year earnings before interest and taxes. For the

                                      -12-

<PAGE>


                        ALLOU HEALTH & BEAUTY CARE, INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


three months ended June 30, 1997, these three officers received a total bonus of
$52,926. For the three months ended June 30, 1996, these three officers received
no bonus.

           Effective  June 30,  1996,  the  Company  entered  into a three  year
employment  agreement with a fourth  officer,  providing for an annual salary of
$225,000 and a $75,000 bonus.

           G.        Letters of Credit:

           The Company has irrevocable  standby letters of credits in the sum of
$425,000 expiring thru February 28, 1998.

           H.        Legal Proceedings:

           The  Company  is a party to a number of legal  proceedings  as either
plaintiff  or  defendant,   all  of  which  are  considered  routine  litigation
incidental to the business of the Company.

9.  STOCKHOLDERS' EQUITY:

           On September 11, 1996, the  stockholders  of the Company  approved an
increase  of the  number  of  authorized  shares  of Class B Common  Stock  from
1,700,000 to 2,200,000 shares. The number of authorized shares of Class A Common
Stock is currently  10,000,000  shares.  The Company is also authorized to issue
1,000,000 shares of preferred stock. Holders of Class A Common Stock and Class B
Common Stock share pro rata in all dividends declared by the Board of Directors.
The holders of Class A Common Stock and Class B Common Stock are entitled to one
and  five  votes  per  share,  respectively,  for  every  matter  on  which  the
stockholders  of the Company are entitled to vote.  Each share of Class B Common
Stock is  convertible  at the  option  of the  holder  into one share of Class A
Common Stock. All outstanding  shares of Class A Common Stock and Class B Common
Stock are freely transferable, subject to applicable law.

10.        PROVISION FOR INCOME TAXES:

                                                              June 30,
                                                        1997             1996
                                                        ----             ----

Income  Before Income Taxes                          $1,637,970       $1,300,667
                                                     ==========       ==========

  Federal Income Tax                                 $  545,000       $  413,000

  State Income Taxes                                    105,000           85,000
                                                     ----------       ----------
Total Provision for Income Taxes                     $  650,000       $  498,000
                                                     ==========       ==========

                                      -13-

<PAGE>


                        ALLOU HEALTH & BEAUTY CARE, INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


           The following is a reconciliation of the statutory income tax rate to
the total effective tax rates:

                                                            June 30,
                                                       1997         1996
                                                       ----         ----

Federal Statutory Income Tax Rate                      34%          34%

Increase in Tax Rates Resulting from:

State Income Taxes, Net of Federal Tax
  Benefits                                              5.6%         4.3%
                                                     -------      -------

        Total Effective Tax Rates                      39.6%        38.3%
                                                     =======      =======


           At June 30, 1997, net operating loss  carryforwards  of approximately
$140,000 are available to offset future earnings. These losses were generated by
the Company's subsidiary M. Sobol Inc., prior to its acquisition by the Company,
and as such are  limited to $85,000  per year as per  Internal  Revenue  Service
regulations.

11.        RELATED PARTY TRANSACTIONS:

           For the years ended June 30, 1997 and 1996,  purchases  from  related
parties amounted to $329,828 and $73,156 respectively,  and prepaid purchases of
$346,406 at June 30, 1996.


                                      -14-

<PAGE>






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

           A.         RESULTS OF OPERATIONS  FOR THE THREE MONTHS ENDED JUNE 30,
                      1997 AND 1996.

                      Revenues  for the three  months  ended June 30,  1997 were
                      $64,855,684  representing  a 6% decrease  over revenues of
                      $68,958,061 for the three months ended June 30, 1996.

                      This  decrease in revenues is  attributable  to  decreased
                      sales as  described  below.  Contributions  to revenues by
                      product segment is as follows:

                                 Health  and  beauty  aids  increased  1.9% when
                                 compared  to the same  period  in the  previous
                                 year.  This  increase  in  revenue is due to an
                                 increase in same store sales.

                                 Prestige  designer  fragrances  grew  15%  when
                                 compared  to the same  period in the prior year
                                 due to an expanded  customer base and increases
                                 in same store sales.

                                 Nationally-advertised   non-perishable  branded
                                 food products  decreased 18.1% when compared to
                                 the  same  period  in  the  prior  year  due to
                                 management's decision to eliminate a variety of
                                 products  from the Company's  distribution  mix
                                 due to  increased  costs and lower gross profit
                                 margins  associated with those products.  It is
                                 management's  expectation that the Company will
                                 continue  to  focus  its   resources  on  those
                                 non-perishable   branded  food  products  which
                                 carry higher gross profit margins.

                                 The 9.5%  decrease  in sales of  pharmaceutical
                                 items   within   the   Company's   wholly-owned
                                 subsidiary. M. Sobol, Inc. when compared to the
                                 same  period  in the  prior  year  was a direct
                                 result of management's decision to de-emphasize
                                 sales  of  branded  pharmaceuticals  which  are
                                 characterized by limited operating margins. The
                                 Company  has  required  that  all  sales of its
                                 branded   pharmaceutical    products   to   its
                                 customers  be combined  with orders for generic
                                 pharmaceuticals and over-the-counter health and
                                 beauty aids  products  which  historically  are
                                 marked by higher gross profit margins.

                      Gross profit as a percentage of revenues  increased to 15%
                      for the three months ended June 30, 1997 when  compared to
                      11.8%  for the same  period  in the  previous  year.  This
                      increase  was  primarily  due  to  higher  profit  margins
                      associated  with  the  increased  sales  of the  Company's
                      fragrance products at higher unit prices.


                                      -15-

<PAGE>



                      Warehouse,  delivery,  selling, general and administrative
                      expenses  increased as a  percentage  of sales to 9.4% for
                      the  three  months  ended  June 30,  1997,  from 7.8% when
                      compared  to the  same  period  in the  prior  year.  This
                      increase in operating  expenses is due to reduced revenues
                      in  the   Company's   non-perishable   food  and   branded
                      pharmaceutical  products  without a proportional  food and
                      branded  pharmaceutical  products  without a  proportional
                      reduction   of   expenses   relating   to   these   areas.
                      Additionally,  the Company experienced  increased expenses
                      associated  with  the  development  of  its   wholly-owned
                      subsidiary,    Allou   Personal   Care   Corporation,    a
                      manufacturer   and  distributor  of  hair  and  skin  care
                      products.

                      Interest  expense for the three months ended June 30, 1997
                      increased  to 3.0% from 2.1%  when  compared  to the three
                      months ended June 30, 1996. This increase is due to higher
                      borrowing levels.

                      Net income for the three  months  ended June 30,  1997 was
                      $987,967  representing  a 23% increase  over net income of
                      $802,667 for the comparable  period in 1996. This increase
                      in net income is due  primarily  to the reasons  discussed
                      above.

                      LIQUIDITY AND CAPITAL RESOURCES

                      The Company meets its working  capital  requirements  from
                      internally  generated funds and from a financing agreement
                      with a consortium of banks led by the First  National Bank
                      of Boston for financing the Company's accounts  receivable
                      and  inventory.  As of June  30,  1997,  the  Company  had
                      $95,314,201  outstanding  under its $110,000,000 bank line
                      of  credit.  The  loan is  collaterized  by the  Company's
                      inventory  and accounts  receivable.  Interest on the loan
                      balance is payable monthly at 3/8% above the prime rate or
                      2.0%  above  the  Eurodollar  rate,  at the  option of the
                      Company.  The  effective  interest  rate  charged  to  the
                      Company  at June 30,  1997 was 7.74%  which was based on a
                      combination  of 2.0%  above the  Eurodollar  rate and 3/8%
                      above the prime rate. The Company  utilizes cash generated
                      from operations to reduce short-term borrowings,  which in
                      turn acts to increase loan  availability  consistent  with
                      the Company's financing agreement.

                      The  Company's  accounts  receivable  has  increased  from
                      $41,703,238  at June 30, 1996 to  $45,076,832  at June 30,
                      1997,  representing  an increase of 8.1%. This increase in
                      accounts receivable is due to customers who had previously
                      paid the Company in an average of 54 days at June 30, 1996
                      have been  paying the  Company in an average of 65 days at
                      June 30,  1997.  The  Company  believes  the  slowness  in
                      collection  of accounts  receivable is primarily a symptom
                      of  banks   tightening   credit  provided  to  independent
                      retailers.

                      The Company has minimal  capital  investment  requirements
                      and any  significant  capital  expenditures  are  financed
                      through long term lease agreements that would

                                      -16-

<PAGE>



                      not adversely  impact cash flow. The Company believes that
                      its internally-generated  funds and its current and future
                      bank  line of  credit  will  be  sufficient  to  meet  its
                      anticipated cash and capital needs through the fiscal year
                      ending March 31, 1998.

                      INFLATION AND SEASONALITY

                      Inflation has not had any  significant  adverse effects on
                      the Company's business and the Company does not believe it
                      will have any significant  affect on its future  business.
                      The Company's fragrance business is seasonal, with greater
                      sales during the Christmas  season than in other  seasons.
                      The Company's other product lines are not seasonal.

                                      -17-

<PAGE>



PART II.   OTHER INFORMATION

           Item 6.    Exhibits and Reports on Form 8-K.

                      (a)        Exhibits:

           11.1       Computation  of Primary  and Fully  Diluted  Earnings  per
                      Common  Share for the three months ended June 30, 1997 and
                      1996


           27.1       Financial Data Schedule

                      (b)        Reports on Form 8-K

           The Registrant did not file any reports on Form 8-K during the period
ended June 30, 1997.


                                      -18-

<PAGE>



                                   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.




                                        /s/  Herman Jacobs
                                        -------------------------------------
                                        Herman Jacobs
                                        President and Chief Operating Officer


                                        /s/  David Shamilzadeh
                                        -------------------------------------
                                        David Shamilzadeh
                                        Chief Financial Officer

Dated:  August 14, 1997

                                      -19-

<PAGE>


                                  EXHIBIT INDEX

Exhibit                                                                   Page
No.                            Description                                 No.
- ---                            -----------                                 ---

11.1       Computation  of Primary  and Fully  Diluted  Earnings  per
           Common  Share for the three months ended June 30, 1997 and
           1996

27.1       Financial Data Schedule







                                      -20-


                                                                      EXHIBIT XI

                        ALLOU HEALTH & BEAUTY CARE, INC.
       COMPUTATION OF PRIMARY AND FULLY DILUTED EARNINGS PER COMMON SHARE
                FOR THE THREE MONTHS ENDED JUNE 30, 1997 AND 1996


                                                            1997        1996
                                                            ----        ----

Reconciliation of net income per consolidated 
statement of operations to amount used in earnings 
per share calculation:

        Net Income                                      $  987,970   $  802,667
                                                        ==========   ==========

Reconciliation of weighted average number of shares
outstanding to amount used in earnings per share
calculation:

       Weighted average number of
       shares outstanding                                5,752,225    5,752,225

Add: Shares issuable from assumed
     exercise of options and warrants                      265,249       58,014
                                                        ----------   ----------
              Total Common Stock And Equivalents         6,017,474    5,810,239
                                                        ==========   ==========

Earnings per common share                               $      .16   $      .14
                                                        ==========   ==========



<TABLE> <S> <C>


<ARTICLE>                     5
<CIK>                         0000846538
<NAME>                        Allou Health & Beauty Care, Inc.
       
<S>                             <C>
<PERIOD-TYPE>                        3-MOS
<FISCAL-YEAR-END>              MAR-31-1998
<PERIOD-START>                 APR-01-1997
<PERIOD-END>                   JUN-30-1997
<CASH>                             359,696
<SECURITIES>                             0
<RECEIVABLES>                   46,027,514
<ALLOWANCES>                       950,682
<INVENTORY>                    101,560,964
<CURRENT-ASSETS>               156,870,965
<PP&E>                           6,809,356
<DEPRECIATION>                   3,253,061
<TOTAL-ASSETS>                 164,743,214
<CURRENT-LIABILITIES>          113,667,929
<BONDS>                                  0
                    0
                              0
<COMMON>                             5,752
<OTHER-SE>                      49,209,149
<TOTAL-LIABILITY-AND-EQUITY>   164,743,214
<SALES>                         64,855,684
<TOTAL-REVENUES>                64,855,684
<CGS>                           55,149,409
<TOTAL-COSTS>                   55,149,409
<OTHER-EXPENSES>                 6,089,567
<LOSS-PROVISION>                         0
<INTEREST-EXPENSE>               1,978,738
<INCOME-PRETAX>                  1,637,970
<INCOME-TAX>                       650,000
<INCOME-CONTINUING>                987,970
<DISCONTINUED>                           0
<EXTRAORDINARY>                          0
<CHANGES>                                0
<NET-INCOME>                       987,970
<EPS-PRIMARY>                         0.16
<EPS-DILUTED>                         0.16
        


</TABLE>


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