SUPREME INTERNATIONAL CORP
10-Q, 1997-12-11
MEN'S & BOYS' FURNISHGS, WORK CLOTHG, & ALLIED GARMENTS
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                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM 10-Q

[X]      QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF
         THE SECURITIES EXCHANGE ACT OF 1934

         FOR THE QUARTERLY PERIOD ENDED OCTOBER 31, 1997

                                       OR

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

                         Commission File Number 0-21764

                        SUPREME INTERNATIONAL CORPORATION
             (Exact Name of Registrant as Specified in its Charter)

                  FLORIDA                                59-1162998
         (State or other jurisdiction of        (IRS Employer Identification
          Incorporation or organization)                   Number)

                  7495 NW 48TH STREET
                  MIAMI, FLORIDA                            33166
         (Address of principal executive offices)         (Zip Code)

         Registrant's telephone number, including area code:  (305) 592-2830

Former name, former address and fiscal year, if changed since last report

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 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 ___

The number of shares outstanding of the registrant's common stock is 6,552,681
(as of December 10, 1997).


<PAGE>

                        SUPREME INTERNATIONAL CORPORATION

                                      INDEX

PART I: FINANCIAL INFORMATION

ITEM 1:

Consolidated Balance Sheets
         as of October 31, 1997 (Unaudited) and January 31, 1997            1

Consolidated Statements of Income (Unaudited)
         for the three and nine months ended October 31, 1997 and
         October 31, 1996                                                   2

Consolidated Statements of Cash Flows (Unaudited)
         for the nine months ended October 31, 1997 and October 31, 1996    3

Notes to Consolidated Financial Statements (Unaudited)                      4

ITEM 2:

Management's Discussion and Analysis
         of Financial Condition and Results of Operations                   6

PART II: OTHER INFORMATION                                                 10

Signatures                                                                 11

<PAGE>

<TABLE>
<CAPTION>
SUPREME INTERNATIONAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

                                                                 OCTOBER 31,
                                                                    1997        JANUARY 31,
                                                                 (UNAUDITED)        1997
                                                                 -----------    -----------
<S>                                                             <C>            <C>
ASSETS

CURRENT ASSETS
 Cash                                                           $  1,469,588   $    755,798
 Accounts receivable, net                                         45,949,804     28,807,236
 Inventories                                                      31,547,265     32,200,522
 Deferred income taxes                                               891,992        668,658
 Other current assets                                              1,924,247      1,525,695
                                                                ------------   ------------
         Total current assets                                     81,782,896     63,957,909

PROPERTY AND EQUIPMENT, net                                        2,530,498      2,138,088

INTANGIBLE ASSETS, net                                            19,427,191     19,858,692

OTHER                                                              2,095,239      2,203,601
                                                                ------------   ------------
TOTAL                                                           $105,835,824   $ 88,158,290
                                                                ============   ============
LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
 Accounts payable                                               $  4,323,061   $  5,584,924
 Accrued expenses                                                  1,441,975      2,063,040
 Borrowings under credit facilities                                5,500,000      6,812,629
 Current portion of long-term debt                                40,628,667     25,136,801
 Other current liabilities                                           579,795        785,422
                                                                ------------   ------------
         Total liabilities                                        52,473,498     40,382,816

STOCKHOLDERS' EQUITY
 Preferred stock - $.01 par value; 1,000,000 shares
  authorized; no shares issued or outstanding                           --             --
 Common stock - $.01 par value; 10,000,000 shares
  authorized; 6,833,250 and 4,535,587 shares issued and
  outstanding less 280,569 and 184,300 of treasury stock at
  October 31 and January 31, 1997, respectively                       65,527         43,513
 Additional paid-in capital                                       27,620,399     27,419,452
 Retained earnings                                                25,676,400     20,312,509
                                                                ------------   ------------
         Total stockholders' equity                               53,362,326     47,775,474
                                                                ------------   ------------
TOTAL                                                           $105,835,824   $ 88,158,290
                                                                ============   ============

</TABLE>
See notes to consolidated financial statements.

                                       1

<PAGE>

<TABLE>
<CAPTION>
SUPREME INTERNATIONAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

                                           THREE MONTHS ENDED            NINE MONTHS ENDED
                                              OCTOBER 31,                   OCTOBER 31,
                                          1997           1996           1997           1996
                                      ------------   ------------   ------------   ------------
<S>                                   <C>            <C>            <C>            <C>         
NET SALES                             $ 54,550,062   $ 46,021,405   $145,427,880   $114,388,098

COST OF GOODS SOLD                      42,960,000     36,034,431    112,511,101     89,603,136
                                      ------------   ------------   ------------   ------------
GROSS PROFIT                            11,590,062      9,986,974     32,916,779     24,784,962

SELLING, GENERAL AND
ADMINISTRATIVE EXPENSES                  8,443,000      6,279,840     23,645,775     16,900,892
                                      ------------   ------------   ------------   ------------
OPERATING INCOME                         3,147,062      3,707,134      9,271,004      7,884,070

INTEREST EXPENSE                           721,007        522,885      2,027,573        975,879
                                      ------------   ------------   ------------   ------------
INCOME BEFORE INCOME TAXES               2,426,055      3,184,249      7,243,431      6,908,191

PROVISION FOR INCOME TAXES                  15,000      1,210,018      1,857,945      2,630,018
                                      ------------   ------------   ------------   ------------
NET INCOME                            $  2,411,055   $  1,974,231   $  5,385,486   $  4,278,173
                                      ============   ============   ============   ============
NET INCOME PER SHARE  (SEE NOTE 5)    $       0.36   $       0.30   $       0.81   $       0.65
                                      ============   ============   ============   ============
WEIGHTED AVERAGE NUMBER
OF COMMON SHARES (SEE NOTE 5)            6,740,405      6,607,104      6,660,995      6,592,103
                                      ============   ============   ============   ============
</TABLE>

See notes to consolidated financial statements.

                                       2

<PAGE>

<TABLE>
<CAPTION>
SUPREME INTERNATIONAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS  (UNAUDITED)

                                                                                NINE MONTHS ENDED
                                                                                   OCTOBER 31,
                                                                               1997            1996
                                                                           ------------    ------------
<S>                                                                        <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income                                                                 $  5,385,486    $  4,278,173
Adjustments to reconcile net income to net cash
  provided by operating activities:
  Depreciation and amortization                                               1,230,204         696,270
Changes in assets and liabilities:
    (Increase) in accounts receivable, net                                  (17,142,568)    (17,993,030)
    Decrease in inventories                                                     653,257         575,504
    (Increase) in other current assets                                         (398,552)         (5,373)
    Decrease (Increase) in other assets                                         108,362      (1,108,480)
    (Decrease) Increase in accounts payable and accrued expenses             (1,882,928)      5,633,045
    (Decrease) Increase in other current liabilities                           (205,627)        909,182
                                                                           ------------    ------------
                     Net cash used in operating activities                  (12,252,366)     (7,014,709)
                                                                           ------------    ------------
CASH FLOWS USED IN INVESTING ACTIVITIES:
Purchase of fixed and intangible assets                                      (1,478,464)     (1,111,147)
Sale of property and equipment                                                   64,017            --
Purchase of Jolem Imports, Inc.                                                    --        (3,657,435)
Purchase of Munsingwear, Inc.                                                      --       (18,616,088)
                                                                           ------------    ------------
                     Net cash used in investing activities                   (1,414,447)    (23,384,670)
                                                                           ------------    ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net (decrease) increase in short-term borrowings under credit facilities     (1,312,629)      5,302,305
Proceeds from long-term debt                                                 40,572,296      27,517,619
Payments on long-term debt                                                  (25,080,430)           --
Repurchase of common stock                                                         --        (1,901,630)
Proceeds from exercise of stock options                                         201,366            --
                                                                           ------------    ------------
                    Net cash provided by financing activities                14,380,603      30,918,294
                                                                           ------------    ------------
NET INCREASE IN CASH                                                            713,790         518,915

CASH AT BEGINNING OF PERIOD                                                     755,798         258,533
                                                                           ------------    ------------
CASH AT END OF PERIOD                                                      $  1,469,588    $    777,448
                                                                           ============    ============

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during the period for:

    Interest                                                               $  2,048,033    $    750,721
                                                                           ============    ============
    Income taxes                                                           $  2,599,184    $  2,016,807
                                                                           ============    ============
</TABLE>

See notes to consolidated financial statements. 

                                       3

<PAGE>

         SUPREME INTERNATIONAL CORPORATION

ITEM 1.  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1.       GENERAL

         The accompanying unaudited consolidated financial statements have been
         prepared in accordance with the instructions for Form 10-Q and
         therefore do not include all information and footnotes necessary for a
         fair presentation of financial position, results of operations and
         changes in cash flows in conformity with generally accepted accounting
         principles. The unaudited consolidated financial statements should be
         read in conjunction with the audited financial statements and related
         notes included in the Registrant's Annual Report on Form 10-K for the
         year ended January 31, 1997. In the opinion of management, the
         unaudited consolidated financial statements contain all adjustments
         necessary for a fair presentation for the interim period presented and
         all such adjustments are of a normal and recurring nature. The results
         of operations for the nine months ended October 31, 1997 are not
         necessarily indicative of the results which may be expected for the
         entire fiscal year.

         Certain amounts of the prior period have been reclassified to conform
         to current year presentations.

         RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

         In February 1997, the Financial Accounting Standards Board issued
         Statement of Financial Accounting Standards No. 128 ("SFAS No. 128"),
         EARNINGS PER SHARE. The statement is effective for financial statements
         for periods ending after December 15, 1997, and changes the method in
         which earnings per share will be determined. Adoption of this statement
         by the Company will not have a material impact on earnings per share.

         In February 1997, the Financial Accounting Standards Board issued
         Statement of Financial Accounting Standards No. 129 ("SFAS No. 129"),
         DISCLOSURE OF INFORMATION ABOUT CAPITAL STRUCTURE. The statement is
         effective for financial statements for periods ending after December
         15, 1997, and requires explanation of the pertinent rights and
         privileges of the various securities outstanding. Adoption of this
         statement by the Company will not have a material impact on its
         consolidated financial statements.

         In June 1997, the Financial Accounting Standards Board issued Statement
         of Financial Accounting Standards No. 130 ("SFAS No. 130"), REPORTING
         COMPREHENSIVE INCOME. The statement is effective for fiscal years
         beginning after December 15, 1997, and requires the reporting and
         display of comprehensive income and its components (revenues, expenses,
         gains and losses) in a full set of general-purpose financial
         statements. Adoption of this statement by the Company will not have a
         material impact on the consolidated financial statements.

         In June 1997, the Financial Accounting Standards Board issued Statement
         of Financial Accounting Standards No. 131 ("SFAS No. 131"), DISCLOSURE
         ABOUT SEGMENTS OF AN ENTERPRISE AND RELATED INFORMATION. The statement
         is effective for financial statements for periods beginning after
         December 15, 1997, and requires information about operating segments in
         annual financial statements and selected information about operating
         segments in interim financial reports issued to shareholders. It also
         demands related disclosure about products and services, geographical
         areas, and major customers. Adoption of this statement by the Company
         will not have a material impact on the consolidated financial
         statements.

                                       4


<PAGE>

2.       INVENTORY

         Inventories are stated at lower of cost or market on a First-in
         First-out basis and consist of:

                                            OCTOBER 31, 1997   JANUARY 31, 1997
                                            ----------------   ----------------

         Finished goods                       $28,876,797        $27,445,635
         Raw materials and in process           1,117,082          3,629,940
         Merchandise in transit                 1,553,386          1,124,947
                                              -----------        -----------
         TOTAL                                $31,547,265        $32,200,522
                                              ===========        ===========

3.       LETTER OF CREDIT FACILITIES

                                            OCTOBER 31, 1997   JANUARY 31, 1997
                                            ----------------   ----------------

         Total letter of credit facilities   $ 60,000,000       $ 33,000,000
         Borrowings                            (5,500,000)        (6,812,629)
         Outstanding letters of credit        (27,800,471)       (16,978,256)
                                             ------------       ------------
         Total Available                     $ 26,699,529       $  9,209,115
                                             ============       ============

4.       EARNINGS PER SHARE

         Earnings per common share and common equivalent share were computed by
         dividing net income by the weighted average number of shares of common
         stock and common stock equivalents outstanding during the year after
         giving effect to the stock dividend discussed in Note 5. The number of
         common shares was increased by the number of shares issuable on the
         exercise of warrants and stock options when the market price of the
         common stock exceeds the exercise price of the warrants or options.
         This increase in the number of common shares was reduced by the number
         of common shares that are assumed to have been purchased with the
         proceeds from the exercise of the warrants or options; those purchases
         were assumed to have been made at the average price of common stock
         during the year. Earnings per share assuming full dilution was
         determined in the same manner as earnings per common share and common
         equivalent share except that the period-end stock price was used.

5.       STOCK DIVIDEND

         On July 21, 1997, the Company's Board of Directors declared a 3 for 2
         stock split in the form of a stock dividend to be distributed on or
         about August 15, 1997, to shareholders of record at the close of
         business on July 31, 1997. Retained earnings was charged for the
         2,178,144 additional shares to be issued based on the par value of the
         Company's stock. All income per share and common shares outstanding
         information have been retroactively restated to reflect said stock
         dividend.

                                       5


<PAGE>

6.       STOCKHOLDERS' EQUITY

                  The following is a schedule of the transactions in the
         stockholders' equity:

<TABLE>
<CAPTION>
                                   COMMON STOCK         ADDITIONAL       RETAINED
                                   ------------         ----------       --------
                               SHARES        AMOUNT   PAID-IN CAPITAL    EARNINGS
                               ------        ------   ---------------    --------
<S>                           <C>           <C>         <C>             <C>
Balance, February 1, 1997     4,351,287     $43,513     $27,419,452     $20,312,509
Exercise of  stock options       23,250         233         200,947            --
Net Income                         --          --              --         5,385,486
Stock Dividend                2,178,144      21,781            --           (21,595)
                              ---------     -------     -----------     -----------
Balance, October 31, 1997     6,552,681     $65,527     $27,620,399     $25,676,400
                              =========     =======     ===========     ===========
</TABLE>

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

                  Supreme International Corporation (the "Company") cautions
         readers that certain important factors may affect the Company's actual
         results and could cause such results to differ materially from any
         forward-looking statements which may be deemed to have been made in
         this Report or which are otherwise made by or on behalf of the Company.
         For this purpose, any statements contained in this Report that are not
         statements of historical fact may be deemed to be forward-looking
         statements. Without limiting the generality of the foregoing, words
         such as "may", "will", "expect", "believe", "anticipate", "intend",
         "could", "would", "estimate", or "continue" or the negative other
         variations thereof or comparable terminology are intended to identify
         forward-looking statements. Factors which may affect the Company's
         results include, but are not limited to, risks related to fashion
         trends; the retail industry; reliance on key customers; contract
         manufacturing; foreign sourcing; imports and import restrictions;
         competition; seasonality; rapid expansion of business; dependence on
         key personnel and other factors discussed herein and in the Company's
         filings with the Securities and Exchange Commission.

         RESULTS OF OPERATIONS

                  THREE AND NINE MONTHS ENDED OCTOBER 31, 1997 AS COMPARED TO
         THREE AND NINE MONTHS ENDED OCTOBER 31, 1996.

                  Net sales for the three and nine months ended October 31, 1997
         increased $8,528,657 (18.5%) and $31,039,782 (27.1%), respectively, to
         $54,550,062 and $145,427,880 from $46,021,405 and $114,388,098 for the
         three and nine months ended October 31, 1996 respectively. Such
         increases are mainly attributable to the Munsingwear and Jolem brands,
         acquired in September and May 1996, respectively, and are partially
         offset by a decrease in revenues from certain other brands. Net sales
         were $8,904,566 and $5,646,549 for the Munsingwear and Jolem brands,
         respectively, for the quarter ended October 31, 1997. For the nine
         months ended October 31, 1997, net sales were $22,442,995 and
         $11,455,872 for the Munsingwear and Jolem brands, respectively. Net
         sales for the Jolem brand were $1,752,038 and $2,083,462 for the three
         and nine months ended October 31, 1996, respectively. Net sales for the
         Munsingwear brand were $1,347,507 for the three and nine months ended
         October 31, 1996.

                                       6


<PAGE>

                  Cost of goods sold increased to $42,960,000 and $112,511,101,
         respectively, for the three and nine months ended October 31, 1997 from
         $36,034,431 and $89,603,136, for the three and nine months ended
         October 31, 1996, reflecting the increased level of sales, as well as a
         $1.2 million inventory adjustment necessitated by the Company's
         downsizing of its 807 operations and outsourcing of its women's product
         line via a licensing agreement. As a percentage of sales, cost of sales
         increased to 78.8% in the three months ended October 31, 1997 from
         78.3% in the three months ended October 31, 1996 and decreased to 77.4%
         for the nine months ended October 31, 1997 from 78.3% in the nine
         months ended October 31, 1996. Gross profits were $11,590,062 (21.2% of
         sales) and $32,916,779 (22.6% of sales) in the three and nine month
         period ended October 31, 1997, as compared to $9,986,974 (21.7% of
         sales) and $24,784,962 (21.7% of sales) in the three and nine month
         period ended October 31, 1996.

                  Selling, general and administrative expenses increased by
         $2,163,160 or 34.4% from $6,279,840 in the three months ended October
         31,1996 to $8,443,000 in the three month period ended October 31,1997
         and by $6,744,883 or 39.9% from $16,900,892 for the nine months ended
         October 31, 1996 to $23,645,775 for the nine months ended October 31,
         1997. The increases in the selling, general and administrative expenses
         are mainly attributable to an increase in advertising costs, as well as
         an increase in amortization expense offset by an increase in royalty
         income, both resulting from the Munsingwear acquisition. As a
         percentage of sales, selling, general and administrative expenses were
         15.5% and 16.3% for the three and nine month period ended October 31,
         1997 and 13.6% and 14.8% for the three and nine months ended October
         31, 1996.

                  Interest expense increased to $721,007 and to $2,027,573 for
         the three and nine months ended October 31, 1997 from $522,885 and
         $975,879 in the three and nine months ended October 31, 1996. This
         increase is as a result of the additional indebtedness by the Company
         related to the Munsingwear and Jolem acquisitions as well as increases
         in the Company's working capital level as a consequence of the increase
         in the Company's growth.

                  Income before taxes for the three and nine months ended
         October 31, 1997 was $2,426,055 and $7,243,431 respectively, as
         compared to income before taxes for the three and nine months ended
         October 31, 1996 of $3,184,249 and $6,908,191, respectively. During the
         quarter ended October 31, 1997, the Company reduced its tax provision
         by $820,000 to adjust certain general tax reserves, as well as tax
         provision items related to the acquisition of Munsingwear. Net income
         was $2,411,055 and $5,385,486 for the three and nine months ended
         October 31, 1997 representing net income per share of $0.36 and $0.81
         respectively, as compared to $1,974,231 and $4,278,173 for the three
         and nine months ended October 31, 1996, representing net income per
         share of $0.30 and $0.65, respectively. Net income per share was
         computed using the weighted average number of common shares outstanding
         of 6,740,405 and 6,660,995 for the three and nine months ended October
         31, 1997, and 6,607,104 and 6,592,103 for the three and nine months
         ended October 31, 1996 after giving effect to the stock dividend
         discussed in Note 5 to the unaudited consolidated financial statements
         included elsewhere in this report.


         LIQUIDITY AND CAPITAL RESOURCES

                  The Company has financed its growth in sales and other working
         capital requirements principally from operating cash flows and
         borrowings under a $35.0 million revolving credit agreement with a bank
         (the "Revolving Credit Agreement"). The amount available for borrowings
         under the Revolving Credit Agreement is determined pursuant to a
         formula based upon the levels of eligible accounts receivable and
         finished goods inventory, subject to a maximum of $35.0 million. The
         Revolving Credit Agreement bears interest at the bank's prime rate or
         LIBOR plus 1.5%.

                                       7


<PAGE>

         Substantially all the assets of the Company are pledged as collateral
         under the Revolving Credit Agreement. This agreement expired in October
         1997 at which time the Company secured a temporary credit line. The
         Company has agreed in principle with a syndicate of banks on a new
         revolving credit agreement and is currently negotiating the terms and
         conditions of said agreement. The Company plans to consummate the new
         agreement in January 1998 and anticipates that the terms and conditions
         will be similar to those in the expired agreement. As of October 31,
         1997, $40,628,667 was outstanding under the temporary credit line.

                  Cash flows used in operating activities were $12,252,366 for
         the nine months ended October 31, 1997, principally representing cash
         provided by net income of $5,385,486, a decrease in inventories of
         $653,257, a net increase in other current liabilities of $205,627, and
         an increase in accounts payable and accrued expenses of $1,882,928
         offset by cash used to finance increases in accounts receivable and
         other current assets of $17,142,568 and $398,552, respectively. Cash
         flows used in operating activities were $7,014,709 for the nine months
         ended October 31, 1996 principally representing cash provided by net
         income of $4,278,173, a decrease in inventories of $575,504, a net
         increase in other current liabilities of $909,182 and an increase in
         accounts payable and accrued expenses of $5,633,045 offset by cash used
         to finance increases in accounts receivable, other current assets and
         other assets of $17,993,030, $5,373 and $1,108,480, respectively.

                  Cash flows used in investing activities for the nine months
         ended October 31, 1997 were $1,414,447, primarily resulting from normal
         requirements for capital expenditures. Cash flows used in investing
         activities were $23,384,670 for the nine months ended October 31, 1996
         principally as a result of the acquisition of certain assets of
         Munsingwear (see "Results of Operations") in the amount of $18,616,088
         as well as the Jolem acquisition in the amount of $3,657,435.

                  Cash flows provided by financing activities were $14,380,603
         for the nine months ended October 31, 1997, primarily as a result of
         proceeds from long-term debt and exercise of stock options of
         $40,572,296 and $201,366, respectively, offset by a decrease in
         short-term borrowings of $1,312,629 and payments on long-term debt of
         $25,080,430. Cash flows provided by financing activities were
         $30,918,294 for the nine months ended October 31, 1996, primarily as a
         result of proceeds from long-term debt of $27,517,619 and short-term
         borrowings of $5,302,305 offset by the purchase of treasury stock of
         $1,901,630. During the nine months ended October 31, 1996, the Company
         repurchased an aggregate of 184,300 shares of its common stock in the
         open market.

                  The Company had working capital of $29,309,398 and $23,575,093
         at October 31, 1997 and January 31, 1997, respectively. The Company's
         current ratio was 1.56 at October 31, 1997 compared to 1.58 at January
         31, 1997.

                  The Company maintains three facilities with a combined limit
         of $60.0 million for letters of credit. The facilities further provide
         the Company with an aggregate sublimit of $5.6 million for advances to
         refinance letters of credit up to 120 days. In addition, the facilities
         provide for aggregate outstanding cash advances of $4.4 million for
         periods not exceeding 120 days. These facilities are secured by the
         consignment of merchandise in transit under each letter of credit.
         Indebtedness under these facilities bears interest at variable rates
         substantially equal to the lenders' specified base lending rates minus
         1.0%. Availability under these facilities totaled $26,699,529 and
         $9,209,115 as of October 31, 1997 and January 31,1997, respectively.

                  Management believes that the combination of the borrowing
         availability under the temporary credit line, existing working
         capital and funds anticipated to be generated from operating

                                       8


<PAGE>

         activities will be sufficient to meet the Company's anticipated
         operating and capital needs for the foreseeable future.

                  The Company is in the process of consolidating its
         administrative offices, warehouse and distribution facilities into a
         new 238,000 square foot leased facility in Miami which is being built
         to the Company's specifications. The Company originally entered into an
         agreement to purchase this facility. In September 1997, the Company
         entered into an agreement with a financial institution where the
         financial institution assumed the Company's obligation to purchase the
         facility and entered into a long term lease with the Company. The lease
         has an initial term of five years and a minimum annual rental of
         approximately $1,300,000. As of October 31, 1997, the Company had
         substantially completed the moving of its warehouse and distribution
         operations into the new facility. The Company anticipates completing
         the relocation of its administrative offices during the fourth quarter
         of Fiscal 1998.

         EFFECTS OF INFLATION AND FOREIGN CURRENCY FLUCTUATIONS

                  The Company does not believe that inflation significantly
         affected its results of operations for the nine months ended October
         31, 1997 and 1996.

                  The Company's purchases from foreign suppliers are made in
         U.S. dollars. Accordingly, the Company, to date, has not been
         materially adversely affected by foreign currency fluctuations.

                                       9

<PAGE>

PART II: OTHER INFORMATION

ITEM 1. Legal Proceedings

                  Not applicable.

ITEM 2. Changes in Securities

                  Not applicable.

ITEM 3. Defaults Upon Senior Securities

                  Not applicable.

ITEM 4. Submission of Matters to a Vote of Security Holders

                  Not applicable.

ITEM 5. Other Information

                  Not applicable.

ITEM 6. Exhibits and Reports on Form 8-K

                  (a)      Exhibits

                           27.1       Financial Data Schedule (for SEC use only)

                  (b)      Reports on Form 8-K - None

                                       10

<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/RICHARD L. DUNN
         Date:  December 10, 1997   By:     ------------------
                                            Richard L. Dunn
                                            Chief Financial Officer

                                       11
<PAGE>

                                 EXHIBIT INDEX

EXHIBIT            DESCRIPTION
- -------            -----------
  27.1         Financial Data Schedule



<TABLE> <S> <C>

<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          JAN-31-1998
<PERIOD-END>                               OCT-31-1997
<CASH>                                       1,469,588
<SECURITIES>                                         0
<RECEIVABLES>                               45,949,804
<ALLOWANCES>                                         0
<INVENTORY>                                 31,547,265
<CURRENT-ASSETS>                            81,782,896
<PP&E>                                       2,530,498
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                             105,835,824
<CURRENT-LIABILITIES>                       52,473,498
<BONDS>                                              0
                                0
                                          0
<COMMON>                                        65,527
<OTHER-SE>                                  53,296,799
<TOTAL-LIABILITY-AND-EQUITY>               105,835,824
<SALES>                                    145,427,880
<TOTAL-REVENUES>                           145,427,880
<CGS>                                      112,511,101
<TOTAL-COSTS>                              112,511,101
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                           2,027,573
<INCOME-PRETAX>                              7,243,431
<INCOME-TAX>                                 1,857,945
<INCOME-CONTINUING>                          5,385,486
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                 5,385,486
<EPS-PRIMARY>                                      .81
<EPS-DILUTED>                                      .81
        

</TABLE>


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