HIRSCH INTERNATIONAL CORP
10-Q, 1996-06-14
INDUSTRIAL MACHINERY & EQUIPMENT
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                                                   UNITED STATES
                                        SECURITIES AND EXCHANGE COMMISSION
                                              Washington, D.C.  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 April 30, 1996

                                                        OR

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

For the transition period from _______________ to ________________.

Commission File No.:  0-23434

                           HIRSCH INTERNATIONAL CORP.
              ----------------------------------------------------
             (Exact name of registrant as specified in its charter)

         Delaware                                               11-2230715
- -------------------------------                             ------------------
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                             Identification No.)


                200 Wireless Boulevard, Hauppauge, New York 11788
                    (Address of principal executive offices)
       ------------------------------------------------------------------
       Registrant's telephone number, including area code: (516) 436-7100


     Check 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 of                                                    Number of
      Common Equity                                                    Shares
      -------------                                                  ---------

   Class A Common Stock,                                             3,424,557
      par value $.01

   Class B Common Stock,                                             2,732,249
      par value $.01




<PAGE>





                           HIRSCH INTERNATIONAL CORP.

                                      INDEX

                                                                      Page No.
                                                                      --------


Part I.   Financial Information

    Item 1.      Financial Statements

                 Consolidated Balance Sheets - April 30, 1996
                 and January 31, 1996                                     3-4

                 Consolidated Statements of Income - Three
                 Months Ended April 30, 1996 and 1995                       5

                 Consolidated Statements of Cash Flows - Three
                 Months Ended April 30, 1996 and 1995                     6-7

                 Notes to Consolidated Financial Statements               8-9
 
    Item 2.      Management's Discussion and Analysis of Financial
                 Condition and Results of Operations                    10-12

Part II.  Other Information                                                13

                 Signatures                                                14




                                        2

<PAGE>


Part I   Financial Information

Item 1.   Consolidated Financial Statements


                  HIRSCH INTERNATIONAL CORP. AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>

                                         April 30,           January 31,
                                           1996                1996
                                         ---------           -----------
                                        (Unaudited)
<S>                                      <C>                  <C>

ASSETS

CURRENT ASSETS:

CASH AND CASH EQUIVALENTS               $ 6,586,371         $ 6,564,628

SHORT-TERM INVESTMENTS
  AVAILABLE-FOR-SALE                      2,768,285           2,286,194

ACCOUNTS RECEIVABLE, NET
  OF ALLOWANCE FOR DOUBTFUL
  ACCOUNTS OF $1,087,000 AND 
  $1,041,000, RESPECTIVELY              14,243,010          13,707,328  

NET INVESTMENT IN SALES-TYPE
  LEASES-CURRENT PORTION (Note 4)        1,326,468           1,592,733

INVENTORIES, NET (Note 5)                9,718,603           7,969,203

DEFERRED INCOME TAXES                    1,071,353           1,055,473

OTHER CURRENT ASSETS                       632,955             630,295
                                        ----------          ----------

     TOTAL CURRENT ASSETS               36,347,045          33,805,854
                                        ----------          ----------


NET INVESTMENT IN SALES-TYPE
  LEASES-NON-CURRENT PORTION (Note 4)    7,381,133           7,052,091

PURCHASED TECHNOLOGIES, NET OF
 ACCUMULATED AMORTIZATION OF 
 $415,000 AND $367,000,                    924,680             972,508

PROPERTY, PLANT AND EQUIPMENT, NET OF
  ACCUMULATED DEPRECIATION AND 
  AMORTIZATION                           4,854,324           4,840,530


OTHER ASSETS, NET                        1,359,067           1,201,143
                                        ----------          ----------

       TOTAL ASSETS                    $50,866,249         $47,872,126
                                       ===========         ===========
</TABLE>

See notes to consolidated financial statements.


                                       3

<PAGE>



                  HIRSCH INTERNATIONAL CORP. AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>

                                         April 30,           January 31,
                                            1996                1996
                                         ---------           -----------
                                         (Unaudited)
<S>                                      <C>                  <C>   

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:

TRADE ACCEPTANCES PAYABLE               $ 9,139,804         $ 8,656,094

ACCOUNTS PAYABLE AND
ACCRUED EXPENSES                          5,912,469           6,774,178

CURRENT MATURITIES OF LONG-TERM DEBT        232,200             242,760

INCOME TAXES PAYABLE                      1,296,633             733,009

CUSTOMER DEPOSITS PAYABLE                 1,456,229             552,981
                                          ---------          ----------

     TOTAL CURRENT LIABILITIES           18,037,335          16,959,022


LONG-TERM DEBT, LESS CURRENT
  MATURITIES                              1,725,750           1,778,626
                                        -----------         -----------

       TOTAL LIABILITIES                 19,763,085          18,737,648
                                        -----------         -----------


COMMITMENTS AND CONTINGENCIES


STOCKHOLDERS' EQUITY (Note 3)

  PREFERRED STOCK, $.01 PAR VALUE;
  AUTHORIZED: 1,000,000 SHARES;
  ISSUED: NONE                                   0                   0

  CLASS A COMMON STOCK, $.01
  PAR VALUE;  AUTHORIZED:
  9,500,000 SHARES,  OUTSTANDING:
  3,424,557 AND 3,288,200 SHARES,
  RESPECTIVELY                              34,246              32,882

  CLASS B COMMON STOCK, $.01
  PAR VALUE;  AUTHORIZED: 3,000,000
  SHARES, OUTSTANDING: 2,732,249 AND
  2,868,606 SHARES, RESPECTIVELY            27,322              28,686

ADDITIONAL PAID-IN CAPITAL              11,885,627          11,885,627

UNREALIZED HOLDING LOSS ON
  SHORT-TERM INVESTMENTS
  AVAILABLE-FOR-SALE                       (16,874)            (15,105)

RETAINED EARNINGS                       19,172,843           17,202,388
                                       -----------          -----------
     
   TOTAL STOCKHOLDERS' EQUITY           31,103,164           29,134,478
                                       -----------          ----------- 
   TOTAL LIABILITIES AND
   STOCKHOLDERS' EQUITY                $50,866,249          $47,872,126
                                       ===========          ===========
</TABLE>

See notes to consolidated financial statements.

                                        4


<PAGE>


                   HIRSCH INTERNATIONAL CORP. AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF INCOME
                                  (Unaudited)
<TABLE>
<CAPTION>



                                       THREE MONTHS ENDED
                                            APRIL 30,
                                        1996          1995
                                       ------        ------
<S>                                    <C>            <C>   

NET SALES                           $23,868,173     $20,442,70

INTEREST INCOME RELATED
  TO SALES-TYPE LEASES                  820,939        575,875
                                    -----------     ----------
TOTAL REVENUE                        24,689,112     21,018,583
                                    -----------     ----------
COST OF GOODS SOLD                   15,643,569     13,514,418

SELLING, GENERAL AND
  ADMINISTRATIVE EXPENSES             5,729,187      4,880,178

INTEREST EXPENSE                         69,197        114,371

OTHER INCOME, NET                       (74,766)       (55,333)
                                     -----------    -----------
TOTAL EXPENSES                       21,367,187     18,453,634
                                     -----------    -----------

INCOME BEFORE PROVISION FOR
 INCOME TAXES                          3,321,925     2,564,949

PROVISION FOR INCOME TAXES             1,351,470     1,052,504
                                      ----------    ----------
NET INCOME                            $1,970,455    $1,512,445
                                      ==========    ==========





NET INCOME PER SHARE (Note 2)             $0.32       $0.25
                                          =====       =====
WEIGHTED AVERAGE NUMBER OF
SHARES USED IN THE CALCULATION
OF NET INCOME PER SHARE (Note 2)       6,212,899   5,985,075
                                       =========   =========
</TABLE>

                               5


<PAGE>



                  HIRSCH INTERNATIONAL CORP. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (Unaudited)
<TABLE>
<CAPTION>

                                                    THREE MONTHS ENDED
                                                        April 30,

                                                    1996         1995
                                                    ----         ----
<S>                                                 <C>           <C>

CASH FLOWS FROM OPERATING ACTIVITIES:

NET INCOME                                       $1,970,455   $1,512,445


ADJUSTMENTS TO RECONCILE NET INCOME
TO NET CASH PROVIDED BY
OPERATING ACTVIVITIES:

DEPRECIATION AND AMORTIZATION                       282,704      281,926

PROVISION FOR BAD DEBTS                              58,373            0

PROVISION FOR SLOW-MOVING INVENTORIES                     0       19,130

DEFERRED INCOME TAXES                              (124,392)      12,212


CHANGES IN ASSETS AND LIABILITIES:

ACCOUNTS RECEIVABLE                                (581,554)   (2,021,433)

NET INVESTMENT IN SALES-TYPE LEASES                 (75,277)     (30,572)

INVENTORIES                                      (1,749,400)   (228,131)

OTHER ASSETS                                           (793)    (273,634)

TRADE ACCEPTANCES PAYABLE                           483,710       74,877

ACCOUNTS PAYABLE AND ACCRUED EXPENSES              (944,103)    (367,931)

INCOME TAXES PAYABLE                                563,624      433,565

CUSTOMER DEPOSITS PAYABLE                           903,248      711,565
                                                  ---------     --------

NET CASH  PROVIDED BY
 OPERATING ACTIVITIES                               786,595      124,019
                                                  ---------     --------

See notes to consolidated financial statements.
</TABLE>

                                      6

<PAGE>



                  HIRSCH INTERNATIONAL CORP. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (Unaudited)
<TABLE>
<CAPTION>

                                                    THREE MONTHS ENDED
                                                        April 30,
                                                    1996         1995
                                                    ----         ----
<S>                                                 <C>           <C>  

CASH FLOWS FROM INVESTING ACTIVITIES:

CAPITAL EXPENDITURES                               (199,282)    (141,690)

(PURCHASES) SALES OF SHORT-TERM INVESTMENTS        (502,134)   1,996,207
                                                   ---------   ---------

NET CASH (USED IN) PROVIDED BY
INVESTING ACTIVITIES                               (701,416)   1,854,517
                                                   ---------   ---------

CASH FLOWS FROM FINANCING ACTIVITIES:

REPAYMENTS OF LONG-TERM DEBT                        (63,436)     (78,951)
                                                    --------     --------

NET CASH USED IN FINANCING ACTIVITIES               (63,436)     (78,951)
                                                    --------     --------

INCREASE IN CASH AND
  CASH EQUIVALENTS                                   21,743    1,899,585

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD    6,564,628    2,746,665
                                                 ----------   ----------
CASH AND CASH EQUIVALENTS, END OF PERIOD         $6,586,371   $4,646,250
                                                 ==========   ==========
SUPPLEMENTAL DISCLOSURE OF
  CASH FLOW INFORMATION:

INTEREST PAID                                       $68,822     $111,507
                                                   ========     ========
INCOME TAXES PAID                                  $663,454     $719,257
                                                   ========     ========

See notes to consolidated financial statements.
</TABLE>

                                      7


<PAGE>


                  Hirsch International Corp. and Subsidiaries
                   Notes to Consolidated Financial Statements
              Three Months Ended April 30, 1996 and April 30, 1995


1.  Organization and Basis of Presentation

     The accompanying  consolidated financial statements as of and for the three
month  periods  ended  April 30, 1996 and 1995  include  the  accounts of Hirsch
International  Corp.  ("Hirsch"),  HAPL  Leasing  Co.,  Inc.  ("HAPL") and Pulse
Microsystems   Ltd.   ("Pulse"  and  collectively  with  Hirsch  and  HAPL,  the
"Company").  The  operations  of  Pulse  have  been  included  in the  Company's
consolidated  operations since its acquisition  concurrently with the closing of
the Company's initial public offering ("IPO")

     In the  opinion of  management,  the  accompanying  unaudited  consolidated
financial statements contain all the adjustments, consisting of normal accruals,
necessary  to present  fairly the  results of  operations  for each of the three
month periods ended April 30, 1996 and 1995, the financial position at April 30,
1996 and cash flows for the three month  periods  ended April 30, 1996 and 1995.
Such  adjustments  consisted only of normal  recurring  terms.  The consolidated
financial  statements and notes thereto  should be read in conjunction  with the
Company's Annual Report on Form 10-K for the fiscal year ending January 31, 1996
as filed with the Securities and Exchange Commission.

     The interim financial results are not necessarily indicative of the results
to be expected for the full year.

2.  Net Income Per Share

     Net  income  per share is based on the  weighted  average  number of common
shares  outstanding  during the period after giving  retroactive effect to stock
dividends  (See  Note 3).  Stock  options  are  considered  to be  common  stock
equivalents  and,  accordingly,  approximately  56,000 and 23,700  common  stock
equivalent  shares have been included in the  computation  of earnings per share
for the three  months  ended  April 30, 1996 and 1995,  respectively,  using the
treasury stock method.

3.  Stock Dividend

     On June 23, 1995, the Company declared a five-for-four stock split effected
in the form of a 25 percent  stock  dividend  which was paid on July 24, 1995 to
stockholders  of record on July 10,  1995.  The par value of the shares  remains
unchanged at $.01 per share.  All numbers of shares,  per share  amounts and per
share prices in the  consolidated  financial  statements  and notes thereto have
been adjusted to reflect the stock split unless otherwise noted.

                                 8

<PAGE>



                  Hirsch International Corp. and Subsidiaries
                   Notes to Consolidated Financial Statements

<TABLE>
<CAPTION>

4.  Net Investment in Sales-Type Leases

                                          April 30, 1996    January 31, 1996
                                          --------------    ----------------
<S>                                       <C>                <C>  

Total Minimum Lease Payments Receivable...  $9,459,007         $9,595,952

Allowance for Estimated Uncollectible
Lease Payments ...........................    (312,500)          (300,000)

Estimated Residual Value of Leased
Property (Unguaranteed)...................   2,154,170          1,832,088            

Less: Unearned Income.....................  (2,593,076)        (2,483,216)
                                            -----------        -----------
Net Investment............................   8,707,601          8,644,824

Less: Current Portion.....................  (1,326,468)        (1,592,733)
                                            -----------        -----------
Long-Term Portion.........................  $7,381,133         $7,052,091
                                            ===========        ===========
</TABLE>

5.  Inventories, Net
<TABLE>
<CAPTION>

                                          April 30, 1996    January 31, 1996
                                          --------------    ----------------
<S>                                       <C>                <C> 

Machines..................................  $6,758,512         $6,158,040

Parts.....................................   3,773,559          2,837,165
                                            ----------         ----------
                                            10,532,071          8,995,205

Less: Reserve.............................    (813,468)        (1,026,002)
                                            -----------        -----------
Inventories, net..........................  $9,718,603         $7,969,203
                                            ===========        ===========
</TABLE>

6.  Subsequent Events

     On June 7, 1996 the Company  acquired all of the outstanding  capital stock
of Sewing Machine Exchange, Inc. ("SMX"). This acquisition will be accounted for
as a purchase and accordingly,  the acquired assets and assumed liabilities will
be recorded at their  estimated  fair market values at the date of  acquisition.
The cost in  excess  of fair  value of SMX will be  recorded  as  goodwill.  The
purchase  price was $8.69 million,  payable by delivery of a promissory  note in
the principal amount of $4.25 million to each of the two shareholders of SMX and
by delivery of an  aggregate  of 9,375  shares of the  Company's  Class A Common
Stock.  Pursuant to the terms of the promissory  notes, the Company was required
to make a principal  payment on each note in the amount of $2.5  million on June
12,  1996 with the  balance  of each note  ($1.75  million)  payable in 60 equal
monthly   installments  of  principal  and  interest  beginning  July  7,  1996.
Concurrent  with the  acquisition,  the Company  entered into 5  year'employment
contracts with SMX's former shareholders.


                                 9

<PAGE>


         MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                              RESULTS OF OPERATIONS

     For the three  months  ended April 30, 1996 as compared to the three months
ended April 30, 1995

     Net  Sales.  Net sales  for the  three  months  ended  April 30,  1996 were
$23,868,000,  an increase of $3,425,000,  or 16.8%,  compared to $20,443,000 for
the three months ended April 30, 1995. Approximately $2,687,000 of such increase
was due to the sale of embroidery machinery for the three months ended April 30,
1996.  The Company  believes  that this  increase is the result of the continued
strong  demand  for  traditional  embroidered  products,  the  creation  of  new
embroidery   applications   and  markets  and  the   emergence  of   "embroidery
entrepreneurs"  as a growing segment of the  marketplace.  The Company  believes
that  purchasers  of smaller  embroidery  machines are a  significant  source of
repeat  business  for  the  sale of  multihead  machines  as the  entrepreneurs'
operations expand.

     The Company sells  embroidery  machines  manufactured by Tajima  Industries
Ltd. ("Tajima") and Brother Industries Ltd.  ("Brother").  Singlehead embroidery
machines  and  multihead   embroidery  machines  represented  15.9%  and  84.1%,
respectively,  of the number of embroidery machines sold during the three months
ended April 30, 1996 as compared to 15.6% and 84.4% for the three  months  ended
April 30, 1995, respectively.

     Revenue from the sale of the  Company's  computer  hardware  and  software,
parts, service, used machines,  application software and embroidery supplies for
the three months ended April 30, 1996 aggregated  approximately  $3,414,000,  as
compared to $2,676,000 for the three months ended April 30, 1995.

     Interest income related to sales-type  leases.  HAPL had interest income of
$821,000  for the three  months ended April 30, 1996 as compared to $576,000 for
the three months ended April 30, 1995, which represents an increase of $245,000,
or  42.6%.  This  increase  is a result  of the  continued  expansion  of HAPL's
operations.

     Cost of Goods Sold.  For the three  months  ended April 30,  1996,  cost of
goods sold increased  $2,129,000,  or 15.8%, to $15,644,000 from $13,514,000 for
the three months ended April 30, 1995. The increase was in direct  proportion to
the Company's  increased sales volume. The devaluation of the dollar against the
yen had a minimal  effect on Tajima  equipment  gross margins since all currency
fluctuations  have been  reflected in pricing  adjustments  in order to maintain
consistent  gross margins.  Profit margins are consistent  throughout the Tajima
and Brother product lines.  Gross margins for the Company's value added products
are generally higher than gross margins on the sale of embroidery machinery.

     Selling, General and Administrative Expenses ("SG&A"). For the three months
ended April 30, 1996 SG&A  increased  $849,000,  or 17.4%,  to  $5,729,000  from
$4,880,000  for the three  months  ended  April  30,  1995,  respectively.  As a
percentage  of  revenues  during  the three  months  ended  April 30,  1996 SG&A
remained  consistent  at 23.2%.  In order to implement  its growth  strategy the
Company has hired  additional  sales and marketing  personnel for small machines
and  supplies,  opened  four new sales  offices  and hired  additional  software
programmers  and  technicians.  The  Company  also  increased  expenditures  for
advertising and for participation in trade shows and seminars.

     Interest  Expense.  Interest  expense for the three  months ended April 30,
1996  decreased  $45,000,  or 39.5% as compared to the three month  period ended
April 30, 1995.  This  decrease  related  primarily to the decrease in long-term
debt. However, as HAPL's operations expand,  additional financing could increase
interest expense.

     Other income,  net. Other income,  net, consists  principally of investment
interest.

     Provision  for income taxes.  The  provision for income taxes  reflected an
effective tax rate of  approximately  40.7% for the three months ended April 30,
1996 as compared to 41.0% for the three months ended April 30, 1995. Differences
from the Federal  statutory  rate  consisted  primarily of provisions  for state
income  taxes net of Federal tax  benefit.  The decrease in the tax rate for the
three  months ended April 30, 1996 is  principally  the result of changes in the
sales mix which resulted in increased  sales to states with lower  effective tax
rates.  The principal  components of the deferred  income tax assets result from
allowances and accruals which are not currently deductible for tax purposes 
                                       10

<PAGE>


and differences in amortization  periods between book and tax bases. The Company
has not established any valuation  allowances  against these deferred tax assets
as management  believes it is more likely than not that the Company will realize
these assets in the future based upon the  historical  profitable  operations of
the Company.

     Net Income.  Net Income for the three months ended April 30, 1996 increased
$458,000,  or 30.3%,  to $1,970,000  from  $1,512,000 for the three months ended
April 30, 1995. This increase is due to the continued growth in machine sales in
addition to the  contribution to net income from the sale of the Company's value
added products.


                         Liquidity and Capital Resources

     The  Company's  working  capital  was  $18,310,000  at April 30,  1996,  an
increase of  $1,463,000,  or 8.7%,  from  $16,847,000  at January 31, 1996.  The
Company has financed its  operations  principally  through cash  generated  from
operations, long-term financing of certain capital expenditures and the proceeds
from the IPO and the Company's secondary offering.

     During the nine months ended April 30, 1996,  the  Company's  cash and cash
equivalents and short-term investments  available-for-sale increased by $504,000
to  $9,355,000.  Net cash of $787,000  was provided by the  Company's  operating
activities  principally  as a result of the  Company's  earnings of  $1,970,000.
Changes to working capital  components  resulted in a use of cash of $1,184,000,
cash provided by increases in the balance of trade acceptances  payable,  income
taxes payable and customer  deposits  aggregating  $1,951,000 was offset by cash
used to increase  inventory,  net  investment  in  sales-type  leases,  accounts
receivable  and other assets  aggregating  $2,407,000 and a decrease in accounts
payable and accrued expenses of approximately  $944,000.  These changes resulted
from expansion of the Company's business.

     The Company  purchases foreign currency futures contracts to hedge specific
purchase  commitments.  Substantially all foreign currency purchase  commitments
are matched with specific foreign currency futures contracts.  Consequently, the
Company believes that no material foreign currency exchange risk exists relating
to  outstanding  trade  acceptances  payable.  The  cost of such  contracts  are
included  in the  cost of  inventory.  See Note  10(B) of Notes to  Consolidated
Financial  Statements in the Company's 1996 Annual Report on Form 10-K, as filed
with the Securities and Exchange Commission.

     At April 30, 1996, the Company had  uncommitted  line of credit  agreements
with two banks aggregating $30,000,000. These lines, which are unsecured, can be
used for  working  capital  loans,  bankers  acceptances,  letters of credit and
deferred payment letters of credit. These lines of credit can be canceled at any
time by either  party.  These  lines  have been used for  letters  of credit and
deferred payment letters of credit aggregating approximately $9,140,000 at April
30,  1996.  The  absence of these lines would  impair the  Company's  ability to
purchase Tajima equipment.

     HAPL  is  a  party  to  a  $4,000,000   revolving   credit  agreement  (the
"Agreement")  which expires on August 19, 1996.  Borrowings  under the Agreement
are  determined by the use of a formula and bear interest at the alternate  base
rate (8.25% as of April 30, 1996) plus one-half of one percent. The Agreement is
secured by a lien on substantially  all of HAPL's assets not otherwise  pledged.
There were no borrowings under this Agreement at April 30, 1996.

     HAPL sells  substantially all of its leases to financial  institutions on a
non-recourse  basis  several  months  after the  commencement  of the lease term
thereby  reducing its financing  requirements.  In certain  cases,  HAPL retains
leases for which it cannot  obtain  commitments  from  financing  sources.  HAPL
Leasing,  which was fully activated in May 1993, has closed $64,293,000 in lease
agreements as of April 30, 1996. Of this total,  $56,700,000,  or 88.2%,  of the
leases have been sold to third party  financial  institutions  on a non-recourse
basis.

     On October 27, 1994,  Hirsch entered into a ten year,  $2,295,000  mortgage
agreement with a bank (the "Mortgage") for its new corporate  headquarters.  The
Mortgage  bears interest at a fixed rate of 8.8% and is payable in equal monthly
principal  installments of $19,125. The obligation under the Mortgage is secured
by a lien on the premises and the related improvements thereon.

                                       11

<PAGE>


     On June 7, 1996 the Company  acquired all of the outstanding  capital stock
of Sewing Machine Exchange, Inc. ("SMX"). This acquisition will be accounted for
as a purchase and accordingly,  the acquired assets and assumed liabilities will
be recorded at their  estimated  fair market values at the date of  acquisition.
The cost in  excess  of fair  value of SMX will be  recorded  as  goodwill.  The
purchase price was $8.69 million payable by delivery of a promissory note in the
principal  amount of $4.25 million to each of the two shareholders of SMX and by
delivery of an aggregate of 9,375 shares of the Company's  Class A Common Stock.
Pursuant to the terms of the promissory  notes, the Company was required to make
a principal  payment on each note in the amount of $2.5 million on June 12, 1996
with the  balance  of each note  ($1.75  million)  payable  in 60 equal  monthly
installments of principal and interest  beginning July 7, 1996.  Concurrent with
the acquisition, the Company entered into 5 year employment contracts with SMX's
former shareholders.

     SMX  is  the  exclusive  distributor  in  the  states  of  Illinois,  Iowa,
Minnesota,  Wisconsin,  North and  South  Dakota  and  Nebraska  of  single  and
multihead machines  manufactured by Tajima, and the exclusive  distributor in 11
midwestern  states. of 1,4 and 12 head embroidery  machines and related software
manufactured by Melco Embroidery Systems.

     On June 10, 1996,  the Company  entered into a term loan  agreement  with a
bank (the "Term Loan Agreement") pursuant to which the bank lent $7.5 million to
the Company to fund the acquisition of SMX and to repay SMX's credit facilities.
The loan is repayable in twenty (20) equal  quarterly  installments of principal
and interest (as defined in the Term Loan  Agreement)  beginning  September  30,
1996. The loan has been guaranteed by Pulse and SMX.

     The  Company  believes  that its  existing  cash and funds  generated  from
operations,  together with its existing financing agreements, will be sufficient
to meet its working capital and capital expenditure  requirements and to finance
planned growth.


                              Backlog and Inventory

     The ability of the Company to fill orders  quickly is an important  part of
its customer service strategy.  The embroidery machines held in inventory by the
Company  are  generally  shipped  within a week from the  customer's  orders are
received,  and as a result,  backlog is not meaningful as an indicator of future
sales.

     Inventory of new Tajima and Brother  embroidery  machines at April 30, 1996
was $3,507,000 and  $1,424,000,  respectively,  representing  approximately  one
month's sales which is comparable to historical  inventory levels.  Inventory of
approximately $1,828,000 consisted of computer software, used machines and other
equipment.


        Recent Pronouncements of the Financial Accounting Standards Board

     Recent pronouncements of the Financial Accounting Standards Board ("FASB"),
which  are not  required  to be  adopted  at this  date,  include  Statement  of
Financial  Accounting  Standards  ("SFAS") No. 123,  "Accounting for Stock-Based
Compensation"  ("SFAS No. 123") and SFAS No. 121,  "Accounting for Impairment of
Long-Lived  Assets and for Long-Lived Assets to Be Disposed Of," ("SFAS No. 121)
which are effective for fiscal years  beginning  December 15, 1995.  The Company
adopted SFAS No. 121 and SFAS No. 119,  "Disclosure  About Derivative  Financial
Instruments  and Fair Value of Financial  Instruments"  in the third  quarter of
fiscal 1996 and SFAS No. 115,  "Accounting  for Certain  Investments in Debt and
Equity  Securities" during the first quarter of fiscal 1995. The adoption of the
recent  FASB  pronouncements  did not  have  material  impact  on the  Company's
Consolidated  Financial  Statements.  SFAS  No.  123 is not  expected  to have a
material impact on the Company's Consolidated Financial Statements.




                                       12

<PAGE>


                            PART II-OTHER INFORMATION


Item 1.  Legal Proceedings

         None.

Item 2.    Changes in Securities

         None.

Item 3.    Defaults Upon Senior Securities

         None.

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

         None.

Item 5.    Other Information

         None.

Item 6.    Exhibits and Reports on Form 8-K

         Exhibit 27. Article 5 Financial Data Schedule


                                       13

<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.



                                   HIRSCH INTERNATIONAL CORP.
                                     Registrant


                              By: \s\ Henry Arnberg
                                  ---------------------------
                                  Henry Arnberg, President and
                                  Chief Executive Officer



                              By: \s\ Kenneth Shifrin
                                  ----------------------------
                                  Kenneth Shifrin,
                                  Chief Financial Officer



Dated:  June 14, 1996










                                       14
<PAGE>

<TABLE> <S> <C>

<ARTICLE>                              5
<CIK>                                  0000915909
<NAME>                                 HIRSCH INTERNATIONAL CORP.
<MULTIPLIER>                           1,000
       
<S>                                      <C>
<PERIOD-TYPE>                          3-MOS
<FISCAL-YEAR-END>                      JAN-31-1997
<PERIOD-START>                         FEB-1-1996
<PERIOD-END>                           APR-30-1996

<CASH>                                        6,586
<SECURITIES>                                  2,768
<RECEIVABLES>                                15,330
<ALLOWANCES>                                  1,087
<INVENTORY>                                   9,719
<CURRENT-ASSETS>                             36,347
<PP&E>                                        6,732
<DEPRECIATION>                                1,878
<TOTAL-ASSETS>                               50,866
<CURRENT-LIABILITIES>                        18,037
<BONDS>                                       1,726
                             0
                                       0
<COMMON>                                         62
<OTHER-SE>                                   31,042
<TOTAL-LIABILITY-AND-EQUITY>                 50,866
<SALES>                                      23,868
<TOTAL-REVENUES>                             24,689
<CGS>                                        15,644
<TOTAL-COSTS>                                21,367
<OTHER-EXPENSES>                                  0
<LOSS-PROVISION>                                 58
<INTEREST-EXPENSE>                               69
<INCOME-PRETAX>                               3,322
<INCOME-TAX>                                  1,351
<INCOME-CONTINUING>                           1,970
<DISCONTINUED>                                    0
<EXTRAORDINARY>                                   0
<CHANGES>                                         0
<NET-INCOME>                                  1,970
<EPS-PRIMARY>                                  0.32
<EPS-DILUTED>                                  0.32
        

</TABLE>


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