FORM 10-QSB
SECURITIES AND EXCHANGE COMMISSIONS
WASHINGTON, D.C. 20549
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended MARCH 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________________________ to ________________
Commission File No. 0-19670
OCEAN OPTIQUE DISTRIBUTORS, INC.
(Exact Name of Small Business Issuer as Specified in Its Charter)
FLORIDA 65-0052592
(State or Other Jurisdiction of (I.R.S. Employer I.D. No.)
Incorporation or Organization)
14250 S.W. 119 Ave.
MIAMI, FLORIDA 33186
(Address of Principal Executive Offices) (Zip Code)
Issuer's telephone number, including area code: 305-255-3272
Indicate by check mark whether the Issuer (1) 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 and (2) has been subject to such filing requirements for the
past 90 days.
Y E S X N O
State the number of shares outstanding of each of the Issuer's classes of common
equity as of the latest practicable date: At May 8, 1997 there were outstanding
3,472,785 shares of Common Stock, no par value.
Transitional Small Business Disclosure Format: YES NO X
1
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OCEAN OPTIQUE DISTRIBUTORS, INC. AND SUBSIDIARIES
INDEX TO FORM 10 - QSB
PART I FINANCIAL INFORMATION Page
Item 1. Financial Statements.
Condensed Consolidated Balance Sheets as of
March 31, 1997 and June 30, 1996 (Unaudited). 3
Condensed Consolidated Statements of Income
Nine Months Ended March 31, 1997 and 1996
(Unaudited). 4
Condensed Consolidated Statements of Income
Three Months Ended March 31, 1997 and 1996
(Unaudited). 5
Condensed Consolidated Statements of Cash Flows
Nine Months Ended March 31, 1997 and 1996
(Unaudited). 6
Notes to the Condensed Consolidated
Financial Statements (Unaudited). 7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations. 8
PART II OTHER INFORMATION
Item 2. Changes in Securities 11
Item 6. Exhibits and Reports on Form 8-K 11
Signatures. 12
2
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<TABLE>
<CAPTION>
OCEAN OPTIQUE DISTRIBUTORS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
March 31, 1997 and June 30, 1996
ASSETS
March 31,
1997 June 30
(Unaudited) 1996
-------------- ---------
<S> <C> <C>
Current assets
Cash & cash equivalents $ 176,866 360,627
Certificate of deposit - restricted 65,000 65,000
Accounts receivable (net of allowance for doubtful
accounts of $183,216 and $173,109 respectively) 2,403,327 2,317,691
Inventory 4,235,713 5,848,481
Prepaid expenses & other current assets 1,279,248 135,732
Deferred income taxes 93,100 93,100
Income tax receivable - 194,888
-------------- ---------
Total current assets 8,253,254 9,015,519
Property and equipment, net 185,282 240,303
Security deposits 14,853 14,728
Debt issue cost, net 122,282 145,310
-------------- ---------
Total assets $ 8,575,671 9,415,860
============== =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Bank line of credit 2,766,500 2,682,500
Accounts payable 1,843,599 2,007,699
Due to related parties 712,522 1,153,512
Accrued expenses 450,371 502,443
Notes payable to related party, current portion 391,975 391,975
Notes payable, current portion 77,136 82,766
Capital lease obligations, current portion 449 29,507
-------------- ---------
Total current liabilities 6,242,552 6,850,402
8% Convertible subordinated debentures 743,752 843,750
Notes payable to related party, long-term portion 146,031 444,679
Deferred income taxes 93,100 93,100
-------------- ---------
Total liabilities 7,225,435 8,231,931
Commitments and contingencies - -
Stockholders' equity:
Series A cumulative convertible 3% preferred stock
(liquidation value - $1,575,000) 1,409,398 1,474,398
Series B 2% convertible preferred stock
(liquidation value - $1,150,000) 1,150,000 1,150,000
Common stock, no par value; 10,000,000 shares
authorized, 3,372,785 and 2,808,761 shares issued
and outstanding at March 31, 1997 and June 30,
1996, respectively 7,920,476 7,230,478
Retained earnings (accumulated deficit) (9,129,638) (8,670,947)
-------------- ---------
Total stockholders' equity 1,350,236 1,183,929
Total liabilities and stockhold $ 8,575,671 9,415,860
============== =========
</TABLE>
The accompanying notes are an integral part of these statements.
3
<PAGE>
<TABLE>
<CAPTION>
OCEAN OPTIQUE DISTRIBUTORS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
For the nine months ended March 31, 1997 and 1996
1997 1996
------------- ----------
<S> <C> <C>
Net sales $ 9,473,152 10,644,836
------------- ----------
Cost of goods sold 6,436,893 7,989,156
------------- ----------
Gross profit 3,036,259 2,655,680
Selling, general and administrative expenses 3,190,283 4,282,532
------------- ----------
(154,024) (1,626,852)
Interest expense, net (285,167) (404,895)
------------- ----------
Income (loss) before income taxes (439,191) (2,031,747)
Income tax benefit (expense) - -
------------- ----------
Net income (loss) $ (439,191) (2,031,747)
Dividends paid on convertible preferred stock 19,500 35,632
------------- ----------
Net income (loss) applicable to
common stockholders $ (458,691) (2,067,379)
============= ==========
Net income (loss) per share of common stock $ (0.17) (0.95)
============= ==========
Weighted average number of common shares
outstanding 2,778,500 2,126,818
============= ==========
</TABLE>
The accompanying notes are an integral part of these statements.
4
<PAGE>
<TABLE>
<CAPTION>
OCEAN OPTIQUE DISTRIBUTORS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
For the three months ended March 31, 1997 and 1996
1997 1996
------------- ---------
<S> <C> <C>
Net sales $ 3,208,840 3,740,919
Cost of goods sold 2,025,850 3,402,460
------------- ---------
Gross profit 1,182,990 338,459
Selling, general and administrative expenses 901,000 1,391,672
------------- ---------
281,990 (1,053,213)
Interest expense, net (67,790) (150,545)
------------- ---------
Income (loss) before income taxes 214,200 (1,203,758)
Income tax benefit (expense) - -
------------- ---------
Net income (loss) $ 214,200 (1,203,758)
Dividends paid on convertible preferred stock - 11,813
------------- ---------
Net income (loss) applicable to
common stockholders $ 214,200 (1,215,571)
============= ==========
Net income (loss) per share of common stock $ 0.07 (0.56)
============= =========
Weighted average number of common shares
outstanding 3,066,563 2,149,175
============= =========
</TABLE>
The accompanying notes are an integral part of these statements.
5
<PAGE>
<TABLE>
<CAPTION>
OCEAN OPTIQUE DISTRIBUTORS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
For the nine months ended March 31, 1997 and 1996
1997 1996
---------- -------
<S> <C> <C>
Cash flows from operating activities:
Net loss $ (458,691) (2,067,379)
Adjustments to reconcile net loss to net cash provided by
(used in) operating activities:
Depreciation and amortization 81,920 324,674
Changes in assets and liabilities, net of
effects from acquisition of business:
Decrease in short-term investments - 869,839
Increase in accounts receivable, net (85,636) (391,194)
Decrease (increase) in inventory 1,612,768 (79,567)
Decrease (increase) in prepaid expenses,
security deposits and intangible assets (1,143,641) 124,272
Increase (decrease) in accounts payable
and accrued expenses (216,172) 352,178
Increase (decrease) in due to related parties (140,990) 911,420
Increase in income taxes 194,888 102,220
---------- -------
Net cash provided by (used in)
operating activities (155,554) 146,463
---------- -------
Cash flows from investing activities:
Goodwill adjustments - (321,636)
Capital expenditures (3,871) (25,707)
---------- -------
Net cash provided by (used in)
investing activities (3,871) (347,343)
---------- -------
Cash flows from financing activities:
Payments on bank line of credit and notes payable (220,278) (68,064)
Payments under capital lease obligation (29,058) (35,657)
Issuance of common stock 225,000 -
Proceeds from borrowings from foreign currency dealer - 4,575
---------- -------
Net cash provided by (used in)
financing activities (24,336) (99,146)
---------- -------
Net decrease in cash and cash equivalents (183,761) (300,026)
Cash and cash equivalents, beginning of period 360,627 1,748,781
---------- -------
Cash and cash equivalents, end of period $ 176,866 1,448,755
========== =======
Supplemental disclosure of cash flow information:
Cash refund received during the period
for income taxes, net $ (194,888) (98,000)
========== =======
Issuance of common stock in settlement
of due to related parties $ 300,000 400,000
========== =======
Cash paid during the period for interest $ 314,180 441,781
========== =======
</TABLE>
The accompanying notes are an integral part of these statements.
6
<PAGE>
OCEAN OPTIQUE DISTRIBUTORS, INC.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(1) BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements
have been prepared in accordance with the instructions to Form 10-QSB
and do not include all of the information and footnotes required by
generally accepted accounting principles for complete financial
statements. However, such information reflects all adjustments
(consisting solely of normal recurring adjustments), which are, in the
opinion of Management, necessary for a fair statement of results for
the interim periods.
The results of operations for the nine months ended March 31, 1997 are
not necessarily indicative of the results to be expected for the full
year.
These statements should be read in conjunction with the financial
statements and notes thereto included in the Company's Form 10-KSB, as
amended, for the fiscal year ended June 30, 1996.
(2) ORGANIZATION
Ocean Optique Distributors, Inc. (the "Company") was incorporated
under the laws of the State of Florida on May 31, 1988. The Company is
an importer and distributor of eyeglass frames.
On June 21, 1995, the Company acquired 100% of the capital stock of
European Manufacturers Agency, Inc. ("EMA"), a Florida corporation. EMA
is engaged in the business of distributing and marketing private label
ophthalmic frames and related items and continues to conduct such
business as a wholly-owned subsidiary of the Company.
(3) BANK LINE OF CREDIT
On June 29, 1994, and as subsequently amended in September 1995 and
September 1996, the Company refinanced its credit facility. This line
of credit, which has been extended to May 31, 1997, allows the Company
to borrow up to $2,750,000, is secured by a pledge of all the Company's
assets. Borrowings under this agreement are limited to the sum of 75%
of accounts receivable, and 50% of inventory on hand, not to exceed
$2,000,000. Interest on the line of credit is 2% above the bank's prime
lending rate. The Company has been advised by its lender that it does
not currently intend to renew the line of credit, and the Company is
presently finalizing the terms of a new line of credit with another
lender. The Company anticipates that this line of credit will have a
term of three years, at an interest rate of 2% above the bank's prime
lending rate.
7
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Part I. Financial Information
Item 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The following is an analysis of the Company's results of operations and
its liquidity and capital resources. To the extent that such analysis contains
statements that are not of a historical nature, such statements are
forward-looking statements, which involve risks and uncertainties. These risks
include: risks of increases in the costs of the Company's products; the
Company's relationships with its suppliers and licensors; the Company's
relationship with its lenders and other creditors, and the availability of
credit and other financing sources; the financial condition and operations of
the Company's customers; changes in fashions and preferences of purchasers of
eyewear; competitive and general economic factors in the markets where the
Company's products are manufactured or sold; the impact of, and changes in,
government regulations such as trade restrictions or prohibitions, or import and
other charges and taxes; and other factors discussed in the Company's filings
with the Securities and Exchange Commission.
The following discussion and analysis should be read in conjunction
with the condensed consolidated financial statements and the related notes
thereto of Ocean Optique Distributors, Inc. and subsidiaries (collectively, the
"Company"), included elsewhere herein.
OVERVIEW
During the quarter ended March 31, 1997, the Company continued its
assimilation of the business lines acquired in its June 1995 acquisition of
European Manufacturers Agency, Inc. ("EMA"). The EMA acquisition resulted in
increased net sales for the Company, but initially contributed to the Company's
lower gross profit margin and higher selling, general and administrative
("SG&A") expenses. Management has attempted since the acquisition to reduce the
expenses attributable to EMA. To that end, in April 1997 the Company relocated
EMA's operations from Clearwater, Florida to the Company's headquarters in
Miami, Florida. The Company currently plans to consolidate EMA into Classic
Optical, Inc., a wholly owned subsidiary of the Company ("Classic Optical"), and
to operate Classic Optical and EMA as one division. Management believes that
this will enable the Company to continue to realize operating efficiencies. The
Company intends to continue to expand its customer base and product lines
through the sales of private label products to retailers. The Company also
continues to review its SG&A expenses in an effort to control such expenses.
During February 1997, the Company's license agreement with Revlon was
terminated. Nevertheless, management currently believes that the Company's
overall gross margin will be enhanced with the termination of this contract, as
all of the Company's other lines carry larger margins than did the Revlon
product. In addition, JH Collectibles, one of the Company's other licensors,
filed Chapter Eleven during the first quarter of 1997. The Company's licensing
agreement with JH Collectibles expired on
8
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March 31, 1997, and as a result of the bankruptcy, was not renewed.
The Company believes that there will be no material adverse effect on the
Company's long-term future business.
From time to time, the Company investigates acquisition opportunities that the
Company believes will enhance its product lines and marketing efforts, access to
capital, and management team. In April 1997, the Company entered into a
non-binding letter of intent to acquire Solovision Optical, Inc. and certain
other affiliated optical businesses ("Solovisioni'). Solovision is a privately
held Miami-based company engaged in importing, exporting, marketing and
distributing moderately priced eyeglass frames and, through its affiliates,
engages in the importing and distribution of optical equipment. Upon completion
of the proposed transaction Solovision will become a wholly owned subsidiary of
the Company and the present shareholders of Solovision will own an approximately
60% equity interest in the Company. Completion of this transaction is subject to
a number of significant conditions, however, including due diligence by the
parties and the negotiation of a definitive agreement. Accordingly, there can be
no assurances whether the Company will consummate this transaction or any other
possible transaction.
RESULTS OF OPERATIONS - For the nine months ended March 31, 1997 and 1996.
For the nine months ended March 31, 1997, the Company had net sales of
$9,473,152, a decrease of $1,171,684 (11.0%) over the same period in 1996. This
decrease was largely due to the hiring of new sales representatives and the time
needed to train them.
The Company's gross profit for the nine months ended March 31, 1997
increased by $380,579, or 14.3%, when compared to the same period in 1996,
mainly due to the decrease in the cost of goods sold in the current period. The
Company's gross profit margin increased from 24.9% for the nine months ended
March 31, 1996, to 32.9% for the nine month period ended March 31, 1997. This
increase can mainly be attributed to management's better control of inventory,
and reserves taken for markdowns in the prior year. The Company has adopted an
open-to-buy system that closely monitors inventory levels by style and allows
for prompt action on items that may sell more slowly or more quickly. Through
this system, the Company has been able to transform some slow moving inventory
into faster moving items by, for example, changing the color of a frame.
Although the gross profit margin at EMA has been traditionally lower than the
Company's gross profit margin, management believes that the consolidation of
EMA's operations with Classic Optical's will result in higher margins for EMA in
the near future.
SG&A expenses for the nine months ended March 31, 1997 decreased by
$1,092,249 (25.5%) over the same period last year, largely as a result of a
decrease in payroll of $224,783, depreciation and amortization of $242,751, and
to a lesser extent advertising of $69,190 and professional fees of $89,096. SG&A
as a percentage of net sales decreased to 33.7% for the nine months ended March
31, 1997 from 40.2% for 1996.
For the nine months ended March 31, 1997 the Company had a net loss of
$439,191 compared to a net loss of $2,031,747 for the same period last year.
This $1,592,556 decrease in the net loss is mainly due to lower SG&A expenses,
higher gross margin as discussed above, and a $119,728 decrease in net interest
expense in the nine month period ended March 31, 1997 versus the same period in
1996. The decrease in net interest expense was due to lower loan balances and
the conversion of debentures to common stock.
Beginning with the 1995 fiscal year, the Company has been selectively
purchasing foreign currency in advance of anticipated inventory purchases in
order to stabilize the Company's cost of goods sold. Management believes at the
present time that its current foreign currency holdings are sufficient for the
Company's anticipated inventory purchases for the next 12 months. The Company's
advance purchases of foreign currencies, however, may limit the Company's
ability to benefit from further favorable changes in exchange rates and may not
offset the impact of possible future increases in the prices of inventories
purchased. The following are the foreign currencies held at March 31, 1997 in
U.S. dollar equivalent: German mark $92,984; Italian lira $1,035,096; Japanese
yen $341,345; and French franc $175,974.
9
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RESULTS OF OPERATIONS - For the three months ended March 31, 1997 and 1996.
The Company's net sales totaled $3,208,840 for the three months ended
March 31, 1997 compared to net sales of $3,740,919 for the same period last
year, a decrease of $532,079. This decrease was primarily due to the hiring of
new sales representatives and the time needed to train them.
The Company's gross profit for the three months ended March 31, 1997
increased by $844,531, or 249.5%, when compared to the same period in 1996. This
increase can mainly be attributed to management's better control of inventory
and reserves taken for markdowns in the prior year. The Company has adopted an
open-to-buy system that closely monitors inventory levels by style and allows
for prompt action on items that may sell more slowly or more quickly. Through
this system, the Company has been able to transform some slow moving inventory
into faster moving items by, for example, changing the color of a frame. The
Company's gross profit margin increased, from 9.0% for the three months ended
March 31, 1996 to 36.9% for the three-month period ended March 31, 1997.
SG&A expenses for the three months ended March 31, 1997 decreased by
$490,672 (35.3%) over the same period last year. This decrease is mainly due to
the efforts of the Company's management team to lower expenses and to monitor
overhead costs closely. SG&A as a percentage of net sales decreased to 28.1 %
for the three months ended March 31, 1997 from 37.2% for 1996.
For the three months ended March 31, 1997, the Company had a net gain
of $214,200 compared to a net loss of $1,203,758 for the same period last year.
This gain is mainly due to the decrease in SG&A costs as the Company continues
to closely monitor expenses in an effort to improve profits.
LIQUIDITY AND CAPITAL RESOURCES
At March 31, 1997, the Company's working capital was $2,010,702 and its
current ratio was 1.32:1, as compared to the working capital of $2,165,117 and a
current ratio of 1.32:1 as of June 30, 1996.
The change in net cash provided by operating activities was primarily
due to the net loss from operations of $458,691, depreciation of $81,920, a
decrease in inventory of $1,612,768, an increase in prepaid expenses and other
current assets of $1,143,641, and decreases in accounts payable and accrued
expenses and due to related parties of $657,162. Societe Francaise de Lunetterie
("SFL") and D'Arrigo Moda Italia ("D'Arrigo"), the related parties, are both
principal shareholders of the Company and are major European suppliers of
product to the Company. During the quarter ended March 31, 1996, the Company
agreed to exchange $400,000 of debt to SFL for 246,154 shares of the Company's
Common Stock. During the quarter ended September 30, 1996, the Company, in
consideration of 10,000 eyeglass frames tendered by SFL, granted to SFL the
option to purchase 110,000 Common Shares of the Company at a price of $1.30 per
share. This option is exercisable for three years. Also during the September
quarter D'Arrigo forgave the Company six monthly payments amounting to $239,729.
In return, the Company agreed to reduce by 20% the conversion price of $3.00 on
70% of the shares of convertible preferred stock owned by D'Arrigo. During the
March 1997 quarter the Company agreed to exchange $300,000 of debt to D'Arrigo
for 300,000 shares of the Company's Common Stock. The Company also
10
<PAGE>
during the quarter negotiated the settlement of certain accounts payable,
resulting in a write-off of approximately $96,000 of the Company's outstanding
accounts payable and the acquisition of 77,419 shares of the Company's Common
Stock at $1 - 15/16 per share, the then current market price.
During the Company's 1996 fiscal year, it maintained a $3,500,000 line
of credit agreement with Republic National Bank ("RNB"). Interest on the line of
credit was 3/4% above the prime lending rate. In September 1996 the line of
credit was renewed and allows the Company to borrow up to $2,750,000 with
interest on the line of credit at 2% above the prime lending rate. This line of
credit was extended to May 31, 1997. The Company has been advised by RNB that it
does not currently intend to renew the line of credit, and the Company is
currently finalizing the terms of a new line of credit with another lender
Management currently believes that cash from operations and from
available credit sources, are sufficient for the Company to maintain its
operations at current levels, including the operations acquired in the EMA
acquisition. The Company from time to time investigates other sources of
financing to provide additional working capital. There can be no assurances that
such other financing will be available and, if available, will be at terms
favorable to the Company.
PART II
OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES
See "Management's Discussion and Analysis of Financial Condition and
Results of Operations - Liquidity and Capital Resources" under Part I, Item 2
hereof, for information regarding certain options to acquire Common Stock
granted by the Company, a modification to the terms of certain outstanding
securities of the Company and an acquisition of shares of Common Stock occurring
during the nine months ended March 31, 1997.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(A) Exhibits.
11.1 Statement re: computation of per share earnings.
27.1 Financial Data Schedule.
(B) Reports on Form 8-K.
During the quarter ended March 31, 1997, the Company filed a current
report on form 8-K dated March 13, 1997, reporting certain events under Item 5.
11
<PAGE>
OCEAN OPTIQUE DISTRIBUTORS, INC.
AND SUBSIDIARIES
FORM 10-QSB
MARCH 31, 1997
S I G N A T U R E S
In accordance with the requirements of the Exchange Act, the Company
has caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
Ocean Optique Distributors, Inc.
/s/ NEIL LANDE
------------------------------------------------
By: Neil Lande
Chief Executive Officer
5/15/97
------------------------------------------------
Date
/s/ KENNETH GORDON
------------------------------------------------
By: Kenneth Gordon
Principal Financial and
Accounting Officer
5/15/97
------------------------------------------------
Date
12
<PAGE>
OCEAN OPTIQUE DISTRIBUTORS, INC.
FORM 10-QSB
FOR THE QUARTER ENDED MARCH 31, 1997
INDEX TO EXHIBITS
Exhibit Sequentially
Number Numbered
Page
11.1 Calculations of earnings per share .................. 14
27.1 Financial Data Schedule ............................. 15
13
EXHIBIT 11.1
Statement re: Computation of per share earnings
Nine Months Ended
03/31/97 03/31/96
-------- --------
Common Stock .............................. 2,778,500 2,126,818
Common Stock Equivalents
Dilutive Stock Options .................... -0- -0-
Common Stock Equivalents
Dilutive Stock Warrants ................... -0- -0-
Weighted Average Shares and
Common Stock Equivalents .................. 2,778,500 2,126,818
========= ==========
Earnings Per Common Share
Net Income ................................ (0.17) (0.95)
========= ==========
Three Months Ended
03/31/97 03/31/96
-------- --------
Common Stock .............................. 3,066,563 2,149,175
Common Stock Equivalents
Dilutive Stock Options .................... -0- -0-
Common Stock Equivalents
Dilutive Stock Warrants ................... -0- -0-
Weighted Average Shares and
Common Stock Equivalents .................. 3,066,563 2,149,175
========= ==========
Earnings Per Common Share
Net Income ................................ 0.07 (0.56)
========= ==========
14
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF OCEAN OPTIQUE DISTRIBUTORS FOR THE NINE MONTHS ENDED
MARCH 31, 1997, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> JUN-30-1997
<PERIOD-END> MAR-31-1997
<CASH> 242
<SECURITIES> 0
<RECEIVABLES> 2,586
<ALLOWANCES> 183
<INVENTORY> 4,236
<CURRENT-ASSETS> 8,253
<PP&E> 870
<DEPRECIATION> 684
<TOTAL-ASSETS> 8,576
<CURRENT-LIABILITIES> 6,243
<BONDS> 0
0
2,559
<COMMON> 7,920
<OTHER-SE> (9,130)
<TOTAL-LIABILITY-AND-EQUITY> 8,576
<SALES> 9,473
<TOTAL-REVENUES> 9,473
<CGS> 6,437
<TOTAL-COSTS> 6,437
<OTHER-EXPENSES> 3,190
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 285
<INCOME-PRETAX> (439)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (459)
<EPS-PRIMARY> (0.17)
<EPS-DILUTED> (0.17)
</TABLE>
