MEDICIS PHARMACEUTICAL CORP
10-Q, 1997-11-14
PHARMACEUTICAL PREPARATIONS
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<PAGE>   1
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM 10-Q

[x]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 1997

                                       OR

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

or the transition period from                     to

Commission file number      0-18443

                       MEDICIS PHARMACEUTICAL CORPORATION
             (Exact name of Registrant as specified in its charter)

            Delaware                                 52-1574808
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
 incorporation or organization)

                       4343 East Camelback Road, Suite 250
                           Phoenix, Arizona 85018-2700
                    (Address of principal executive offices)

                                 (602) 808-8800
                         (Registrant's telephone number,
                              including area code)


Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
 YES  X     NO


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

                Class                       Outstanding at October 31, 1997
Class A Common Stock $.014 Par Value                   14,080,098
Class B Common Stock $.014 Par Value                      281,974
<PAGE>   2
                       MEDICIS PHARMACEUTICAL CORPORATION

                                TABLE OF CONTENTS


<TABLE>
<CAPTION>
PART I.   FINANCIAL INFORMATION                                                    Page
                                                                                   ----
<S>                                                                                <C>
         Item 1    Financial Statements

                      Condensed Consolidated Balance Sheets as of
                      September 30, 1997 and June 30, 1997                           3

                      Condensed Consolidated Statements of  Income
                      for the Three Months Ended September 30, 1997 and 1996         5

                      Condensed Consolidated Statements of Cash Flows for the
                      Three Months Ended September 30, 1997 and 1996                 6

                      Notes to the Condensed Consolidated Financial Statements       7

          Item 2   Management's Discussion and Analysis of Financial Condition
                      and Results of Operations                                      9



PART II.  OTHER INFORMATION

          Item 6   Exhibits and Reports on Form 8-K                                 12



SIGNATURES                                                                          12
</TABLE>


                                       2
<PAGE>   3
PART I.  FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS


                       MEDICIS PHARMACEUTICAL CORPORATION

                      CONDENSED CONSOLIDATED BALANCE SHEETS

                                     ASSETS


<TABLE>
<CAPTION>
                                       September 30,     June 30,
                                           1997            1997
                                       ------------    ------------
<S>                                    <C>             <C>         
ASSETS
  Current assets:
   Cash and cash equivalents           $ 33,092,352    $ 33,623,397
      Short-term investments             54,358,701      51,508,611
   Accounts receivable, net               7,917,904       6,352,840
   Inventories, net                       4,294,268       2,981,877
   Deferred tax assets                    9,423,000       6,257,000
   Accrued interest income                1,098,641         651,440
   Other current assets                   2,684,981       2,167,065
                                       ------------    ------------
         Total current assets           112,869,847     103,542,230
                                       ------------    ------------

  Property and equipment:
   Furniture and equipment                  860,433         755,905
   Leasehold improvements                   170,000         170,000
      Less accumulated depreciation         255,226         213,764
                                       ------------    ------------
         Net property and equipment         775,207         712,141
                                       ------------    ------------

  Intangible assets:
   Intangible assets related to
     product acquisitions                36,999,644      36,999,644
   Other intangible assets                1,624,514       1,608,762
      Less accumulated amortization       3,765,163       3,325,621
                                       ------------    ------------
         Net intangible assets           34,858,995      35,282,785
                                       ------------    ------------

  Other non-current assets                1,000,000       1,000,000
                                       ------------    ------------

                                       $149,504,049    $140,537,156
                                       ============    ============
</TABLE>

         The accompanying notes are an integral part of this statement.


                                       3
<PAGE>   4
                       MEDICIS PHARMACEUTICAL CORPORATION

                     CONDENSED CONSOLIDATED BALANCE SHEETS

                      LIABILITIES AND STOCKHOLDERS' EQUITY


<TABLE>
<CAPTION>
                                                       September 30,        June 30,
                                                            1997              1997
                                                       -------------     -------------
<S>                                                    <C>               <C>          
LIABILITIES
  Current liabilities:
   Accounts payable                                    $   4,426,916     $   4,128,370
   Accrued contract costs                                         --           600,000
   Notes payable                                               5,245             5,245
   Accrued incentives                                      1,011,281         1,671,103
   Accrued royalties                                         840,182           712,432
   Other accrued liabilities                               1,320,370         1,622,093
                                                       -------------     -------------
         Total current liabilities                         7,603,994         8,739,243
                                                       -------------     -------------

  Long-term liabilities:
   Notes payable                                             111,335           111,335
   Other non-current liabilities                             122,499           121,761

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY
  Preferred Stock, $0.01 par value;
    shares authorized:  5,000,000; no shares issued               --                --
  Class A Common Stock, $0.014 par value;
    shares authorized: 50,000,000; issued and
    outstanding:  14,043,106 and 13,978,714 at
    September 30, 1997 and at June 30, 1997,
    respectively                                             196,603           195,702
  Class B Common Stock, $0.014 par value;
    shares authorized: 1,000,000; issued and
    outstanding:  281,974 at September 30, 1997
    and at June 30, 1997                                       3,948             3,948
  Additional paid-in capital                             145,248,855       138,973,208
  Accumulated deficit                                     (3,783,185)       (7,608,041)
                                                       -------------     -------------
         Total stockholders' equity                      141,666,221       131,564,817
                                                       -------------     -------------
                                                       $ 149,504,049     $ 140,537,156
                                                       =============     =============
</TABLE>

        The accompanying notes are an integral part of this statement.


                                       4
<PAGE>   5
                       MEDICIS PHARMACEUTICAL CORPORATION

                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME


<TABLE>
<CAPTION>
                                              Three Months Ended
                                         -----------------------------
                                         September 30,    September 30,
                                             1997             1996
                                         ------------     ------------
<S>                                      <C>              <C>         
Net sales                                $ 13,911,331     $  7,268,227
                                         ------------     ------------

Operating costs and expenses:
  Cost of product revenue                   2,545,739        1,954,608
  Selling, general and administrative       5,375,610        3,410,390
  Research and development                    544,121          159,764
  Depreciation and amortization               483,557          148,297
                                         ------------     ------------
   Operating costs and expenses             8,949,027        5,673,059
                                         ------------     ------------

Operating income                            4,962,304        1,595,168

Interest income                             1,196,642          121,624
Interest expense                               (8,326)          (9,331)
Income tax (expense)/benefit               (2,399,718)       1,896,224
                                         ------------     ------------

Net income                               $  3,750,902     $  3,603,685
                                         ============     ============

Net income per common and common
  equivalent share                       $       0.25     $       0.31
                                         ============     ============

Shares used in computing net income
  per common and common equivalent
  share                                    15,188,838       11,635,442
                                         ============     ============
</TABLE>

         The accompanying notes are an integral part of this statement.


                                       5
<PAGE>   6
                       MEDICIS PHARMACEUTICAL CORPORATION

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                     Three Months Ended
                                                                -----------------------------
                                                                September 30,    September 30,
                                                                    1997             1996
                                                                ------------     ------------
<S>                                                             <C>              <C>         
Net income                                                      $  3,750,902     $  3,603,685
Adjustments to reconcile net income to
  net cash provided by operating activities:
   Depreciation and amortization                                     483,557          148,297
   Accretion of discount on investments                              (88,489)              --
   Deferred income tax expense/(benefit)                           2,715,000       (2,000,000)
   Provision for doubtful accounts and returns                       (37,000)              --
   Other non-cash expenses                                             6,000            5,000
   Gain on sale of available-for-sale investments                     (2,775)              --
   Change in operating assets and liabilities:
     Inventories                                                  (1,337,391)         245,194
     Accounts receivable                                          (1,503,064)         536,765
     Accounts payable                                                298,546           34,239
     Accrued salaries and wages                                           --         (204,750)
     Accrued incentives                                             (659,822)        (450,604)
     Accrued interest income                                        (447,201)              --
     Accrued royalty                                                 127,750               --
     Other current liabilities                                      (301,724)         211,142
     Other current assets                                           (517,916)        (127,895)
                                                                ------------     ------------

         Net cash provided by operating activities                 2,486,373        2,001,073
                                                                ------------     ------------

Cash flows from investing activities:
  Purchase of property and equipment                                (107,082)          (9,997)
  Payment of license agreement                                      (615,750)        (116,667)
  Purchase of available-for-sale securities                      (23,219,374)              --
  Sale of available-for-sale securities                            9,034,503               --
  Maturity of available-for-sale securities                       11,500,000               --
                                                                ------------     ------------

         Net cash used in investing activities                    (3,407,703)        (126,664)
                                                                ------------     ------------

Cash flows from financing activities:
  Proceeds from the exercise of stock options                        411,174        1,191,440
  Payment of other non-current liabilities                           (20,889)          (7,212)
                                                                ------------     ------------

         Net cash (used in)/provided by financing activities         390,285       1,184,228
                                                                ------------     ------------

Net decrease in cash and cash equivalents                           (531,045)       3,058,637
Cash and cash equivalents at beginning of period                  33,623,397        7,956,050
                                                                ------------     ------------
Cash and cash equivalents at end of period                      $ 33,092,352     $ 11,014,687
                                                                ------------     ------------

Supplemental disclosures of cash flow information:
  Cash paid during the period for:
   Interest                                                     $      6,453     $      7,274
   Taxes                                                        $    248,074     $     79,045
</TABLE>

         The accompanying notes are an integral part of this statement.


                                       6
<PAGE>   7
                       MEDICIS PHARMACEUTICAL CORPORATION

            NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 1997


1. ORGANIZATION AND BASIS OF PRESENTATION

      Medicis Pharmaceutical Corporation and its wholly-owned subsidiaries
      ("Medicis" or the "Company") is the leading independent pharmaceutical
      company in the United States that develops, markets and sells
      prescription, doctor dispensed and over-the-counter ("OTC") products and
      procedures exclusively to treat dermatological conditions. Emphasizing the
      clinical effectiveness, quality, affordability and cosmetic elegance of
      its products, the Company has achieved a leading position in the treatment
      of acne, acne-related conditions and psoriatic conditions using
      prescription pharmaceuticals, while also offering the leading domestic OTC
      fade cream product. The Company has built its business through the
      successful introduction of the DYNACIN(R) and TRIAZ(R) products for the
      treatment of acne, and the acquisition of the LIDEX(R) and SYNALAR(R)
      cortico-steroid product lines and the ESOTERICA(R) fade cream product
      line. Additionally, Medicis has formed a new business unit, TxSYSTEMS by
      Medicis(TM), to market cosmetic dermatology treatments to dermatologists
      nationwide for administration and dispensing to patients. The TxSYSTEMS by
      Medicis(TM) business unit markets AFIRM(TM), a patented retinol cream, and
      BETA-LIFTX(TM), a new skin treatment procedure.

      The Financial Accounting Standards Board issued Statement No. 128,
      "Earnings per Share", ("SFAS 128") which is required to be adopted in the
      quarter ended December 31, 1997. At that time, reporting companies will be
      required to change the method currently used to compute earnings per share
      and to restate all prior periods. Under the new requirements for
      calculating primary earnings per share, the dilutive effect of stock
      options will be excluded. The impact would result in an increase in
      primary earnings per share for the first quarter ended September 30, 1997
      and September 30, 1996 of $0.01 and $0.03 per share, respectively. The
      impact of SFAS 128 on the calculation of fully diluted earnings per share
      for these quarters is not expected to be material.

      The Financial Accounting Standards Board issued Statement No. 131,
      "Disclosures About Segments of an Enterprise and Related Information,"
      ("SFAS 131") which establishes standards for the way that public business
      enterprises report information about operating segments in annual
      financial statements and requires that those enterprises report selected
      information about operating segments in interim financial reports issued
      to shareholders. It also establishes standards for related disclosures
      about products and services, geographic areas, and major customers. SFAS
      131 is effective for financial statements for fiscal years beginning after
      December 15, 1997. The adoption of SFAS 131 will have no impact on the
      Company's consolidated results of operations, financial condition or cash
      flows.

      Except as otherwise specified herein, all information in this Form 10-Q
      has been adjusted to reflect a 3-for-2 stock split in the form of a 50%
      stock dividend paid on March 28, 1997 to holders of record on March 17,
      1997.


                                       7
<PAGE>   8
      Certain immaterial amounts on the face of the balance sheet have been
      reclassified to conform with the current year's presentation.

      The financial information is unaudited, but reflects all adjustments,
      consisting only of normal recurring accruals, which are, in the opinion of
      the Company's management, necessary to a fair statement of the results for
      the interim periods presented. Interim results are not necessarily
      indicative of results for a full year. The financial statements should be
      read in conjunction with the Company's Annual Report on Form 10-K and the
      Company's audited financial statements for the fiscal year ended June 30,
      1997.

2. NET INCOME PER COMMON AND COMMON EQUIVALENT

      Net income per common and common equivalent share have been computed by
      using the weighted average number of shares outstanding and common
      equivalent shares.

3. CONTINGENCIES

      The Company and certain of its subsidiaries, from time to time, are
      parties to certain actions and proceedings incident to their business.
      Liability in the event of final adverse determinations in any of these
      matters is either covered by insurance and/or established reserves or, in
      the opinion of management and after consultation with counsel, should not,
      in the aggregate, have a material adverse effect on the consolidated
      financial position or results of operations of the Company and its
      subsidiaries.

4. INVENTORIES

      Although the Company utilizes third parties to manufacture and package
      inventories held for sale, the Company takes title to certain inventories
      and records the associated liability once inventories are manufactured.
      Inventories are valued at the lower of cost or market as determined by net
      realizable value using the first-in, first-out method. Inventories, net of
      reserves, at September 30, 1997 and June 30, 1997 consist of the
      following:

<TABLE>
<CAPTION>
                                      September 30, 1997    June 30, 1997
                                      ------------------    -------------
            <S>                       <C>                   <C>       
            Raw materials                 $  551,713          $  557,520
            Work in process                       --                  --
            Finished goods                 3,742,555           2,424,357
                                          ----------          ----------
               Total inventories          $4,294,268          $2,981,877
                                          ==========          ==========
</TABLE>


                                       8
<PAGE>   9
5.   INCOME TAXES

      Income taxes have been provided using the liability method in accordance
      with Statement of Financial Accounting Standards No. 109, "Accounting for
      Income Taxes." The provision for income taxes (recorded at an effective
      rate of 39% for the quarter ended September 30, 1997) reflects
      management's estimation of the effective tax rate expected to be
      applicable for the full fiscal year. This estimate is reevaluated by
      management each quarter based on estimated tax expenses for the year.

      The income tax benefit recorded in the first quarter of fiscal 1997 is a
      result of management's reduction of the valuation allowance to an amount
      the Company believes appropriate. Accordingly, a credit to income tax
      benefit was reflected in the quarter ended September 30, 1996
      Consolidated Income Statement and the corresponding deferred tax asset on
      the Company's Condensed Consolidated Balance Sheet.

      At September 30, 1997, the Company took advantage of additional tax
      deductions available relating to the exercise of non-qualified stock
      options and disqualified dispositions of incentive stock options.
      Accordingly, the Company recorded a $5.9 million increase to equity with a
      corresponding $0.7 million reduction to taxes payable and a $5.2 million
      increase to deferred tax assets. Quarterly adjustments for the exercise of
      non-qualified stock options and disqualified dispositions of incentive
      stock options may vary as they relate to the intentions of the option
      holder.


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

      The following discussion should be read in conjunction with the attached
      condensed consolidated financial statements and notes thereto and with the
      Company's audited financial statements, notes to the consolidated
      financial statements and Management's Discussion and Analysis of Financial
      Condition and Results of Operations relating thereto included or
      incorporated by reference in the Company's Annual Report on Form 10-K for
      the fiscal year ended June 30, 1997.

      The Company's Form 10-Q contains certain "forward looking statements"
      within the meaning of the Private Securities Litigation Reform Act of
      1995. In addition, from time to time, the Company or its representatives
      have made or may make forward looking statements, orally or in writing.
      Such forward looking statements involve known and unknown risks and
      uncertainties. The Company's actual actions or results could differ
      materially from those anticipated and these forward looking statements as
      a result of certain factors including, but not limited to, those factors
      discussed in the documents filed by the Company with the Securities and
      Exchange Commission from time to time, including the Company's
      Registration Statement on Form S-3 and the Company's Annual Report on Form
      10-K for the fiscal year ended June 30, 1997. The Company undertakes no
      obligation to update any forward looking statements.


                                       9
<PAGE>   10
      RESULTS OF OPERATIONS

      THREE MONTHS ENDED SEPTEMBER 30, 1997 COMPARED TO THE THREE MONTHS
      ENDED SEPTEMBER 30, 1996

      Net Sales

      Net sales for the three months ended September 30, 1997 (the "first
      quarter of fiscal 1998") increased 91.4%, or $6.6 million, to $13.9
      million from $7.3 million for the three months ended September 30, 1996
      (the "first quarter of fiscal 1997"). The Company's net sales increased in
      the first quarter of fiscal 1998 primarily as a result of both unit and
      dollar sales growth of the Company's prescription products, which include
      the LIDEX(R) and SYNALAR(R) products acquired by the Company in February
      1997. The Company's prescription products accounted for 88.0% of net sales
      in the first quarter of fiscal 1998 and 85.4% in the first quarter of
      fiscal 1997. The OTC and doctor-dispensed products accounted for 12.0% of
      net sales in the first quarter of fiscal 1998 and 14.6% in the first
      quarter of fiscal 1997. The Company continues to invest a majority of its
      marketing funds in the Company's prescription products.

      Gross Profit

      Gross profit during the first quarter of fiscal 1998 increased 113.9%, or
      $6.1 million, to $11.4 million from $5.3 million in the first quarter of
      fiscal 1997. As a percentage of net sales, gross profit grew to 81.7% in
      the first quarter of fiscal 1998 from 73.1% in the first quarter of fiscal
      1997, primarily as a result of increased sales in the Company's higher
      margin products, LIDEX(R), SYNALAR(R) and TRIAZ(R), and higher average
      sales prices for the Company's DYNACIN(R) and ESOTERICA(R) products.

      Selling, General and Administrative Expenses

      Selling, general and administrative expenses in the first quarter of
      fiscal 1998 increased 57.6%, or $2.0 million, to $5.4 million from $3.4
      million in the first quarter of fiscal 1997, primarily due to the expenses
      associated with sampling and administration of the LIDEX(R) and SYNALAR(R)
      products acquired in February 1997, the introduction of two new products,
      BETA-LIFTx(TM) and AFIRM(TM), the hiring of a dedicated 13-person sales
      force to support the products through the Company's TxSYSTEMS by
      MEDICIS(TM) business unit, launched in March 1997, and an increase in the
      sampling and advertising of the Company's existing products.

      Additionally, selling, general and administrative expenses increased due
      to personnel costs attributable to a rise in full-time equivalent
      employees, an increase in variable compensation commensurate with
      increased sales volume, and cost of living salary adjustments. Selling,
      general and administrative expenses in the first quarter of fiscal 1998
      decreased 830 basis points as a percentage of sales to 38.6% from 46.9% in
      the first quarter of fiscal 1997.


                                       10
<PAGE>   11
      Research and Development Expenses

      Research and development expenses in the first quarter of fiscal 1998
      increased 240.6%, or $384,000, to $544,000 from $160,000 in the first
      quarter of fiscal 1997, primarily due to expansion of new product research
      and development activities and an increase in costs associated with the
      expanded clinical support of the Company's existing products.

      Depreciation and Amortization Expenses

      Depreciation and amortization expenses in the first quarter of fiscal 1998
      increased 226.1%, or $335,000, to $484,000 from $149,000 in the first
      quarter of fiscal 1997, primarily due to amortization of the purchase
      price of the LIDEX(R) and SYNALAR(R) products acquired in February 1997.

      Operating Income

      Operating income during the first quarter of fiscal 1998 increased 211.1%,
      or $3.4 million, to $5.0 million from $1.6 million in the first quarter of
      fiscal 1997. This increase was primarily a result of higher sales volume,
      coupled with an 8.6% increase in the Company's gross profit as a
      percentage of sales and a decrease of 8.3% in selling, general and
      administrative cost as a percentage of sales.

      Interest Income

      Interest income in the first quarter of fiscal 1998 increased 884.0%, or
      $1.1 million, to $1.2 million from approximately $122,000 in the first
      quarter of fiscal 1997, primarily due to higher cash equivalent and
      short-term investment balances in the first quarter of fiscal 1998,
      primarily as a result of the Company's public offering, and the Company's
      cash flow from operations.

      Income Tax (Expense)/Benefit

      Income tax expense during the first quarter of fiscal 1998 increased $4.3
      million to an expense of $2.4 million from a benefit of $1.9 million in
      the first quarter of fiscal 1997. The provision for income taxes recorded
      for the first quarter of fiscal 1998 reflects management's estimate of the
      effective tax rate expected to be applicable for the full fiscal year.
      This estimate is reevaluated by management each quarter based on forecasts
      of income before taxes for the year. The Company's tax provision is
      recorded at an effective tax rate of 39% for the first quarter of fiscal
      1998. The income tax benefit recorded in the first quarter of fiscal 1997
      is a result of management reducing the valuation allowance to an amount
      the Company believes appropriate. Accordingly, a credit to income tax
      benefit of $2.0 million was reflected in the first quarter of fiscal
      1997's Consolidated Income Statement and the corresponding deferred tax
      asset on the Company's Condensed Consolidated Balance Sheet.


                                       11
<PAGE>   12
      Net Income

      Net income during the first quarter of fiscal 1998 increased approximately
      4.1%, or approximately $147,000, to $3.7 million from $3.6 million from
      the first quarter of fiscal 1997, primarily attributable to an increase in
      sales volume, gross margin as a percentage of sales, lower operating
      expenses as a percentage of sales, and interest income generated by higher
      cash and cash equivalent balances reduced by an effective tax rate of
      approximately 39%.

      LIQUIDITY AND CAPITAL RESOURCES

      At September 30, 1997 and June 30, 1997, the Company had cash, cash
      equivalents and short-term investments of approximately $87.5 million and
      $85.1 million, respectively. The Company's working capital was $105.3
      million and $94.8 million at September 30, 1997 and June 30, 1997,
      respectively. The increase in working capital is primarily attributable to
      the Company's income from operations of approximately $5.0 million and an
      increase in the Company's deferred tax asset of 3.2 million, primarily due
      to the exercise of non-qualified stock options and disqualifying
      dispositions of incentive stock options offset by a change in the
      Company's net operating loss carryforwards related to the Company's income
      before taxes.

      At September 30, 1997 and June 30, 1997, the Company had inventories of
      $4.3 million and $3.0 million, respectively. The increase in the Company's
      inventory balance is primarily due to inventory held at the Company's
      manufacturers which the Company records as inventory on its balance sheet.

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

(a)   Exhibit

      No. 11.1  Computation of Per Share Earnings

(b)   No reports on Form 8-K have been filed during the quarter for which this
      report is filed.

                                   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.

                                  MEDICIS PHARMACEUTICAL CORPORATION


Date:  November 12, 1997             By:   /s/ Jonah Shacknai
                                          ---------------------------------
                                          Jonah Shacknai
                                          Chairman and Chief Executive Officer

Date:  November 12, 1997             By:   /s/ Mark A. Prygocki, Sr.
                                          ---------------------------------
                                          Mark A. Prygocki, Sr.
                                          Chief Financial Officer and Treasurer


                                       12

<PAGE>   1
                                  EXHIBIT 11.1

                        COMPUTATION OF PER SHARE EARNINGS
                      (Thousands except per share amounts)



<TABLE>
<CAPTION>
                                                Three Months
                                             Ended September 30,
                                               1997       1996
                                             -------    -------
<S>                                          <C>        <C>   
PRIMARY

  Average shares outstanding                  14,313     10,582

  Net effect of dilutive stock options -
  based on the treasury stock method
  using average market price                     876      1,053
                                             -------    -------

                            TOTAL             15,189     11,635
                                             -------    -------

  Net income                                 $ 3,751    $ 3,604
                                             -------    -------

  Per share amount                           $  0.25    $  0.31
                                             -------    -------

FULLY DILUTED

  Average shares outstanding                  14,313     10,582

  Net effect of dilutive stock options -
  based on the treasury stock method
  using the quarter-end market price,
  if higher than the average market price        915      1,161
                                             -------    -------

                            TOTAL             15,228     11,743
                                             -------    -------

  Net income                                 $ 3,751    $ 3,604
                                             -------    -------

  Per share amount                           $  0.25    $  0.31
                                             -------    -------
</TABLE>

<TABLE> <S> <C>

<ARTICLE> 5
<CURRENCY> U.S. DOLLARS
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          JUN-30-1998
<PERIOD-START>                             JUL-01-1997
<PERIOD-END>                               SEP-30-1997
<EXCHANGE-RATE>                                      1
<CASH>                                      33,092,352
<SECURITIES>                                54,358,701
<RECEIVABLES>                                9,005,904
<ALLOWANCES>                                 1,088,000
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