SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report(Date of earliest event reported): February 19, 1997
POMEROY COMPUTER RESOURCES, INC.
_______________________________
(Exact name of registrant as specified in its charter)
Delaware 0-20022 31-1227808
____________ ________ ___________
(State or other jurisdiction (Commission (IRS Employer
of incorporation) file number) Identification No.)
1020 Petersburg Road, Hebron, KY 41048
______________________________________
(Address of principal executive offices)
Registrant's telephone number, including area code (606)586-0600
______________
<PAGE>
Item 1. Changes in Control of Registrant
Not Applicable
Item 2. Acquisition or Disposition of Assets
Not Applicable
Item 3. Bankruptcy or Receivership
Not Applicable
Item 4. Changes in Registrant's Certifying Accountant
Not Applicable
Item 5. Other Events
In conjunction with the filing of an amended registration
statement on Form S-3 on February 19, 1997, which
registration statement incorporates this filing by reference,
the Company is filing the attached recent financial results.
Item 6. Resignations of Registrant's Directors
Not Applicable
Item 7. Financial Statements and Exhibits
(a) Financial statements of business acquired
Not Applicable
(b) Pro forma financial information
Not Applicable
(c) Exhibits
Not Applicable
Item 8. Change in Fiscal Year
Not Applicable
<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 hereunto duly authorized.
POMEROY COMPUTER RESOURCES, INC.
________________________________
Date: February 19, 1997 By: /s/ Edwin S. Weinstein
________________________________
Edwin S. Weinstein, Chief
Financial Officer
<PAGE>
<TABLE>
RECENT FINANCIAL RESULTS
The Company recently announced financial results for the fourth
quarter and the fiscal year ended January 5, 1997. The following table
presents selected unaudited historical financial information of the
Company for the periods indicated. Such historical financial
information, in the opinion of management, includes all adjustments
(consisting of normal occurring accruals) necessary for a fair
presentation of results of operations for these periods.
<CAPTION>
(unaudited)
(in thousands, except per share data)
Quarter ended January 5, Year ended January, 5
________________________ _____________________
1997 1996 1997 1996
<S> <C> <C> <C> <C>
Net sales and revenues $ 102,323 $ 59,252 $ 336,358 $ 230,710
Net income $ 1,319 $ 3,115 $ 6,232 $ 4,367
Net income per fully-diluted
common share $ 0.47 $ 0.32 $ 1.14 $ 1.08
</TABLE>
Total net sales and revenues for the fourth quarter ended January 5,
1997 increased $43.0 million, or 72.5%, to $102.3 million from $59.3
million in the fourth quarter of fiscal 1995. This increase was
primarily attributable to the acquisitions of TCSS and DILAN and, to a
lesser extent, increased sales to existing and new customers. After
eliminating fiscal 1996 revenues from the TCSS and DILAN acquisitions,
total net sales and revenues for the fourth quarter of 1996 increased
approximately 32.0%. Net income for the fourth quarter of fiscal 1996
increased 136.0% to $3.1 million, or $0.47 per fully diluted share,
from $1.3 million, or $0.32 per fully diluted share, in the fourth
quarter of fiscal 1995. The increase in net income was primarily
attributable to improvement in gross profit margins which offset any
increases in operating expenses. The improvement in gross profit
margins can be attributed to the Company's increased purchasing power,
which allowed it to negotiate lower costs from its suppliers. In
addition, service revenues, which have a higher gross profit margin,
increased as a percentage of total net sales and revenues.
Total net sales and revenues increased $105.7 million, or 45.8%, to
$336.4 million in fiscal 1996 from $230.7 million in fiscal 1995. This
increase was primarily attributable to the TCSS and DILAN acquisitions
and, to a lesser extent, increased sales to existing and new
customers. After eliminating (i) fiscal 1995 revenues relating to the
Kingsport, Tennessee branch, which was closed in September 1995, and
P&G, which ceased to purchase products and services from the Company
in September 1995, and (ii) fiscal 1996 revenues from the TCSS and
DILAN acquisitions, total net sales and revenues for fiscal 1996
increased approximately 27.1%. Net income for fiscal 1996 increased
43.0% to $6.2 million, or $1.14 per fully diluted share, from $4.4
million, or $1.08 per fully diluted share, in fiscal 1995. Fiscal 1996
results include an after tax charge of $2.6 million ($0.48 per share)
for the settlement and related costs associated with the Vanstar
litigation. The increase in net income was primarily attributable to
improvement in gross profit margins which offset any increases in
operating expenses. The improvement in gross profit margins can be
attributed to the Company's increased purchasing power, which allowed
it to negotiate lower costs from its suppliers. In addition, service
revenues, which have a higher gross profit margin, increased as a
percentage of total net sales and revenues.
