<PAGE>
Securities and Exchange Commission
Washington, D.C. 20549
Form 10-Q
(Mark One)
[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 number 1-12842
ScanSource, Inc.
- - -----------------------------------------------------------------------------
(Exact name of small business issuer as specified in its charter)
South Carolina 57-0965380
- - -------------------------------- -----------------------------------
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporated or organization)
6 Logue Court, Suite G
Greenville, SC 29615
- - -------------------------------- ----------------------------------
(Address of principal executive (Zip Code)
offices)
(864) 288-2432
----------------------------------------------------------------
(Registrant's telephone number, including area code)
Not Applicable
- - --------------------------------------------------------------------------------
(Former name, former address and former 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 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
------- ------
As of March 31, 1997, 3,247,986 shares of the registrant's common stock, no par
value, were outstanding.
<PAGE>
SCANSOURCE, INC.
INDEX
FORM 10-Q
March 31, 1997
PART I. FINANCIAL INFORMATION Page No.
--------
Item 1. Financial Statements (Unaudited)...................... 2
Condensed Balance Sheets.............................. 2
Condensed Income Statements........................... 4
Condensed Statements of Cash Flows.................... 5
Notes to Condensed Financial Statements............... 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations................... 8
PART II. OTHER INFORMATION
Item 1. Legal Proceedings..................................... 10
Item 2. Changes in Securities................................. 10
Item 3. Defaults Upon Senior Securities....................... 10
Item 4. Submission of Matters to a Vote of Security-Holders... 10
Item 5. Other Information..................................... 10
Item 6. Exhibits and Reports on Form 8-K...................... 10
SIGNATURES.............................................................. 12
EXHIBIT INDEX........................................................... 13
1
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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
SCANSOURCE, INC.
CONDENSED BALANCE SHEETS
March 31, June 30,
1997 1996
--------- ----------
(Note 1) (Note 1)
(Unaudited)
(In thousands)
Assets
------
Current assets:
Cash............................................. $ -- --
Receivables:
Trade, less allowance for doubtful accounts of
$834,000 at March 31, 1997 and
$527,000 at June 30, 1996....................... 10,809 7,463
Other............................................. 604 531
------- ------
11,413 7,994
Inventories....................................... 22,907 17,538
Prepaid expenses and other........................ 550 52
Deferred offering costs........................... 378 --
Deferred tax asset................................ 1,001 1,001
------- ------
Total current assets............................ 36,249 26,585
Property and equipment, net........................ 1,526 1,184
Intangible assets, net............................. 809 871
Note from officer.................................. 83 83
Other assets....................................... 168 19
------- ------
Total assets.................................... $38,835 28,742
======= ======
See notes to condensed financial statements.
2
<PAGE>
SCANSOURCE, INC.
CONDENSED BALANCE SHEETS (Continued)
March 31, June 30,
Liabilities and Shareholders' Equity 1997 1996
- - --------------------------------------------------- --------- --------
(Note 1) (Note 1)
(Unaudited)
(In thousands)
Current liabilities:
Trade accounts payable............................. $15,249 8,287
Accrued compensation cost.......................... 245 97
Accrued expenses and other liabilities............. 755 600
Income tax payable................................. -- 540
------- ------
Total current liabilities........................ 16,249 9,524
Deferred tax liability............................. 26 26
Line of credit..................................... 5,292 3,779
------- ------
Total liabilities............................... 21,567 13,329
Shareholders' equity:
Preferred stock, no par value; 3,000,000 shares
authorized, none issued and outstanding......... -- --
Common stock, no par value; 10,000,000 shares
authorized, 3,247,986 and 3,235,186 issued and
outstanding at March 31, 1997 and
June 30, 1996, respectively..................... 11,960 11,935
Retained earnings.................................. 5,308 3,478
------- ------
Total shareholders' equity...................... 17,268 15,413
------- ------
Total liabilities and shareholders' equity........ $38,835 28,742
======= ======
See notes to condensed financial statements.
3
<PAGE>
SCANSOURCE, INC.
CONDENSED INCOME STATEMENTS (UNAUDITED)
Quarter Ended Nine Months Ended
March 31, March 31,
1997 1996 1997 1996
---- ---- ---- ----
(In thousands except per share data)
Net sales............................ $23,644 14,355 65,754 37,632
Cost of goods sold................... 20,470 12,290 56,852 32,218
------- ------ ------ ------
Gross profit....................... 3,174 2,065 8,902 5,414
Selling, general and administrative
expenses........................... 2,000 1,271 5,556 3,487
Amortization of intangibles.......... 20 20 61 62
Total operating expenses 2,020 1,291 5,617 3,549
------- ------ ------ ------
Operating income................... 1,154 774 3,285 1,865
Other income (expense):
Gain from contract termination..... -- -- -- 200
Other income (expense) net......... (164) 30 (334) 75
------- ------ ------ ------
Total other income (expense).... (164) 30 (334) 275
Income before income taxes......... 990 804 2,951 2,140
Income taxes......................... 376 315 1,121 838
------- ------ ------ ------
Net income...................... $ 614 489 1,830 1,302
======= ====== ====== ======
Net income per share $ .18 .13 .53 .36
======= ====== ====== ======
Weighted average shares outstanding 3,471 3,670 3,476 3,592
======= ====== ====== ======
See notes to condensed financial statements.
4
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SCANSOURCE, INC.
CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)
Nine Months Ended
March 31,
1997 1996
---- ----
(In thousands)
Net cash used in operating activities................ $ (931) (3,822)
Cash flows from investing activities:
Capital expenditures, net........................... (607) (431)
Payments to MicroBiz............................ -- (141)
------ ------
Net cash used in investing activities.......... (607) (572)
Cash flows from financing activities:
Advances (repayments) on line of credit, net........ 1,513 (1,200)
Repurchase of shares from Gates..................... -- (875)
Net proceeds from issuance of stock upon:
Exercise of purchase warrants prior to redemption.. -- 6,342
Exercise of former underwriters' unit
purchase option.................................. -- 437
Exercise of stock options.......................... 25 554
------ ------
Net cash provided by financing activities......... 1,538 5,258
------ ------
Increase in cash................................. -- 864
Cash at beginning of period.......................... -- 186
------ ------
Cash at end of period................................ $ -- 1,050
====== ======
See notes to condensed financial statements.
5
<PAGE>
SCANSOURCE, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(1) BASIS OF PRESENTATION
The interim financial information included herein is unaudited. Certain
information and footnote disclosures normally included in the financial
statements have been condensed or omitted pursuant to the rules and
regulations of the Securities and Exchange Commission (SEC), although the
Company believes that the disclosures made are adequate to make the
information presented not misleading. These financial statements should be
read in conjunction with the financial statements and related notes
contained in the Company's annual report on Form 10-KSB for the period
ended June 30, 1996. Other than as indicated herein, there have been no
significant changes from the financial data published in that report. In
the opinion of management, such unaudited information reflects all
adjustments, consisting only of normal recurring accruals and other
adjustments as disclosed herein, necessary for a fair presentation of the
unaudited information.
Results for interim periods are not necessarily indicative of results
expected for the full year, or for any subsequent period.
The balance sheet for June 30, 1996 has been derived from the audited
balance sheet for that date.
(2) SIGNIFICANT ACCOUNTING POLICIES
Revenue Recognition - The Company records revenue when products are
shipped.
Inventories - Inventories consisting of point of sale and bar code
equipment are stated at the lower of cost (first-in, first-out method) or
market.
(3) CONTRACT TERMINATION
As compensation for terminating an operations agreement with the Company
and reducing the term of a non-compete agreement, Gates Distributing Inc.
(Gates) agreed to pay the Company $1.4 million. The Company recognized the
$1.4 million, net of $100,000 of related expenses, as other income in the
income statement ratably over the remaining term of the non-compete
agreement from September 1994 to August 1995. Therefore the final $200,000
portion of this amount is shown as other income in the nine month period
ended March 31, 1996.
In connection with the termination of the operations agreement, the Company
had a right to repurchase 250,000 shares of its stock held by Gates for
$3.50 per share which it exercised March 1996 for $875,000.
6
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(4) LINE OF CREDIT
In November 1996 the Company closed a bank line of credit agreement
extending to October 31, 1998 whereby the Company can borrow up to $15
million, based upon 80% of eligible accounts receivable and 40% of non-IBM
inventory, at the 30 day Libor rate of interest, plus a rate varying from
2.00% to 2.65% tied to the Company's debt to net worth ratio ranging from
1:1 to 2:1. The revolving credit is secured by accounts receivable and
inventory. The outstanding balance on the line of credit was $5.3 million
on a borrowing base of $13 million, leaving $7.7 million available at March
31, 1997.
(5) DEFERRED OFFERING COSTS
In March 1997 the Company postponed a planned public offering of up to 2
million shares of its common stock due to markets conditions. In connection
with the planned offering, the Company incurred offering costs which have
been deferred in the accompanying balance sheet.
(6) SUBSEQUENT EVENT
The Company has negotiated a stock rotation with IBM whereby $6.5 million
of inventory will be returned to IBM. This stock rotation began in April
1997 and will result in reductions to inventory and trade accounts payable.
7
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Results of Operations
NET SALES. Net sales for the quarter ended March 31, 1997 increased 64% to
$23.6 million compared to $14.4 million for the comparable prior year quarter.
Net sales increased 75% to $65.8 million for the nine months ended March 31,
1997 from $37.6 million for the comparable prior year period. Growth of net
sales resulted primarily from additions to the Company's sales force,
competitive product pricing, selective expansion of its product line, and
increased marketing efforts to automatic identification (Auto ID) and point of
sale (POS) resellers.
GROSS PROFIT. Gross profit for the quarter ended March 31, 1997 increased
52% to $3.2 million compared to $2.1 million for the comparable prior year
quarter. Gross profit increased 65% to $8.9 million for the nine months ended
March 31, 1997 from $5.4 million for the comparable prior year period. Gross
profit as a percentage of sales for the quarter and nine months ended March 31,
1997 was 13.6% and 13.5% compared to 14.6% and 14.4%, respectively, for the
comparable prior year periods. The reduction in gross profit as a percentage of
sales was the result of a change in the mix of sales which included more lower
margin products, as well as a greater number of volume discounts provided to
customers on large orders.
OPERATING EXPENSES. Operating expenses, which includes selling, general and
administrative expenses (SG&A) and amortization, for the quarter ended March 31,
1997 were $2.0 million compared to $1.3 million for the comparable prior year
quarter. Operating expenses for the nine months ended March 31, 1997 were $5.6
million compared to $3.5 million for the comparable prior year period. SG&A as
a percentage of sales was 8.5% for both the quarter and nine months ended March
31, 1997 compared to 9.0% and 9.3%, respectively, for the comparable prior year
periods. Generally, lower gross margin sales require the Company to provide
fewer value-added services causing a corresponding decrease in SG&A. The
decrease in SG&A as a percentage of sales was also the result of efficiencies
gained through increased sales volume and accompanying economies of scale.
OPERATING INCOME. Operating income for the quarter ended March 31, 1997
increased 55% to $1.2 million from $774,000 for the comparable prior year
quarter driven by the improvement in gross profit from increased sales.
Operating income increased 74% to $3.3 million for the nine months ended March
31, 1997 from $1.9 million for the comparable prior year period. Operating
income as a percentage of sales was 5.0% for both the quarter and nine months
ended March 31, 1997, compared to 5.4% and 5.0%, respectively, for the
comparable prior year periods.
TOTAL OTHER INCOME (EXPENSE). Total other income (expense) includes interest
income (expense), net and gain on contract termination. Interest expense for
the quarter and nine months ended March 31, 1997 was $121,000 and $266,000,
respectively, which resulted from the Company's use of its line of credit to
fund growth in receivables and inventory. For the quarter and
8
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nine months ended March 31, 1996, other income included net interest income of
$28,000 and $82,000, respectively, which resulted from earnings on invested
proceeds from the issuance of common stock upon the exercise of warrants through
September 1995. The Company recognized $200,000 as other income for the nine
months ended March 31, 1996 associated with the Gates contract termination.
This amount constituted the final portion of the gain.
INCOME TAXES. Tax expense was provided at a 38% effective rate for both the
quarter and nine months ended March 31, 1997, and represented the state and
federal tax expected to be due after annualizing income to June 30, 1997. Tax
expense was provided at a 39% effective rate for the quarter and nine months
ended March 31, 1996.
NET INCOME. Net income for the quarter ended March 31, 1997 increased 26% to
$614,000 from $489,000 for the comparable prior year quarter. Net income for
the nine months ended March 31, 1997 increased 38% to $1.8 million from $1.3
million for the comparable prior year period. Net income as a percentage of
sales was 2.6% and 2.7% for the quarter and nine months ended March 31, 1997
compared to 3.4% and 3.5%, respectively, for the comparable prior year periods.
Excluding the effect of the gain from contract termination, net income for the
nine months ended March 31, 1997 would have increased by 50% to $1.8 million, or
2.6% of sales, from $1.2 million, or 3.1% of sales, for the comparable prior
year period.
LIQUIDITY AND CAPITAL RESOURCES
The Company financed its initial operating requirements and growth through
private financing totalling $500,000. In March 1994, the Company completed an
initial public offering of common stock and warrants which provided the
Company with approximately $4.6 million. The Company also received proceeds of
approximately $6.3 million from common stock issued upon the exercise of stock
purchase warrants prior to their redemption date in September 1995.
In November 1996 the Company renegotiated a bank line of credit agreement
extending to October 31, 1998 whereby the Company can borrow up to $15 million,
based upon 80% of eligible accounts receivable and 40% of non-IBM inventory, at
the 30 day LIBOR rate of interest, plus a rate varying from 2.00% to 2.65% tied
to the Company's debt to net worth ratio ranging from 1:1 to 2:1. The revolving
credit is secured by accounts receivable and inventory. The outstanding balance
on the line of credit was $5.3 million on a borrowing base of $13 million,
leaving $7.7 million available at March 31, 1997.
For the nine months ended March 31, 1997, net cash of $931,000 was used in
operating activities compared to $3.8 million for the nine months ended March
31, 1996. Cash used in operations was primarily from growth in trade
receivables and inventory partially offset by an increase in trade payables.
Cash used in investing activities of $607,000 for the nine months ended March
31, 1997 was primarily for capital expenditures. Cash used in investing
activities for the nine months ended March 31, 1996 was $572,000 and consisted
of $431,000 for capital expenditures and payments to MicroBiz Corporation for
$141,000.
9
<PAGE>
Cash provided by financing activities for the nine months ended March 31, 1997
was $1.5 million which represented primarily borrowings on the line of credit.
Net cash provided by financing activities for the nine months ended March 31,
1996, was $5.3 million and included net proceeds of $6.3 million, $437,000 and
$554,000 from the issuance of stock upon the exercise of stock purchase
warrants, a portion of the former underwriter's purchase option, and stock
options, respectively. A portion of these proceeds was used to repay the
Company's line of credit for $1.2 million.
10
<PAGE>
PART II. OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS.
None.
Item 2. CHANGES IN SECURITIES.
None.
Item 3. DEFAULTS UPON SENIOR SECURITIES.
Not applicable.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS.
None
Item 5. OTHER INFORMATION.
Not applicable.
Item 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibit Index is at page 13
(b) The Company filed a report on Form 8K on March 24, 1997
to announce the withdrawal of a registration statement for a
public offering of 2 million shares of common stock.
11
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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.
SCANSOURCE, INC.
/s/ Steven H. Owings
------------------------------------
STEVEN H. OWINGS
Chief Executive Officer
/s/ Jeffery A. Bryson
-----------------------------------
JEFFERY A. BRYSON
Chief Financial Officer
Date: May _____, 1997
12
<PAGE>
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
3.1 - Amended and Restated Articles of Incorporation of the Registrant.
(Incorporated by Reference to Exhibit 3.1 to Registrant's Form SB-2
filed with the Commission on February 7, 1994, Registration No.
33-75026-A).
3.2 - Bylaws of the Registrant (Incorporated by Reference to Exhibit 3.2 to
Registrant's Form SB-2 filed with the Commission on February 7, 1994,
Registration No. 33-75026-A).
4.1 - Form of Common Stock Certificate (Incorporated by Reference to
Exhibit 4.1 to Registrant's Form SB-2 filed with the Commission on
February 7, 1994, Registration No. 33-75026-A).
10.9 - Stock Option Agreement dated July 1, 1993 covering stock options issued
to Michael L. Baur. (Incorporated by Reference to Exhibit 10.9 to the
Registrant's Form SB-2 filed with the Commission on February 7, 1994,
Registration No. 33-75026-A).
10.10 - 1993 Incentive Stock Option Plan (As Amended) of the Registrant and Form
of Stock Option Agreement (Incorporated by reference to Exhibit 10.10 to
Registrant's Form S-1 filed with the Commission on January 23, 1997,
Registration No. 333-20231).
10.11 - 1994 Stock Option Plan for Outside Directors of the Registrant and Form
of Stock Option Agreement. (Incorporated by Reference to Exhibit 10.11
to the Registrant's Form SB-2 filed with the Commission on February 7,
1994, Registration No. 33-75026-A).
10.13 - Stock Option Agreement dated December 30, 1993 covering stock options
issued to Irwin Lieber. (Incorporated by Reference to Exhibit 10.13 to
the Registrant's Form SB-2 filed with the Commission on February 7,
1994, Registration No. 33-75026-A).
10.18 - Agreement to Terminate Distribution Services dated June 24, 1994 between
the Registrant and Gates/FA Distributing, Inc. (Incorporated by
Reference to Exhibit 99.1 to Registrant's Form 8-K filed with the
Commission on June 6, 1994).
10.19 - Stock Option Agreement dated September 1, 1995 between Globelle, Inc.,
the Registrant, and Dennis Gates. (Incorporated by reference to Exhibit
10.19 to the Registrant's Form 10-KSB for the fiscal year ended June 30,
1996).
10.20 - Letter agreement dated September 1, 1995 between the Registrant and
Transition Marketing, Inc. (Incorporated by reference to Exhibit 10.20
to the Registrant's Form 10-KSB for the fiscal year ended June 30,
1996).
10.21 - Software License Agreement dated April 18, 1995 between the Registrant
and Technology Marketing Group, Inc. d/b/a Globelle, including letter
agreement dated November 22, 1995 between the parties with respect to
stock options. (Incorporated by reference to Exhibit 10.21 to the
Registrant's registration statement on Form S-3 filed with the
Commission on December 29, 1995, Registration No. 33-81043).
10.22 - Schedule of Material Details of Unit Purchase Option Agreements dated
March 18, 1994, between the Registrant and each of David M. Nussbaum,
Robert Gladstone, Roger Gladstone, and Richard Buonocoure, including
form of letter agreement dated February 7, 1997 between the parties
(Form of Unit Purchase Option Agreement incorporated by reference to
Exhibit 4.3 to the Registrant's Form SB-2 filed with the Commission on
March 2, 1994, Registration No. 33-75026-A and Schedule of Materials
Details and form of letter agreement incorporated by reference to
Exhibit 10.22 to the Registrant's Form S-1 filed with the Commission on
January 23, 1997, Registration No. 333-20231).
10.23 - Stock Warrant dated November 29, 1995 from the Registrant to Eli
Oxenhorn. (Incorporated by reference to Exhibit 10.23 to the
Registrant's Form S-1 filed with the Commission on January 23, 1997,
Registration No. 333-20231).
10.24 - Stock Warrant dated November 29, 1995 from the Registrant to Barry
Rubenstein. (Incorporated by reference to Exhibit 10.24 to Registrant's
Form S-1 filed with the Commission on January 23, 1997, Registration No.
333-20231).
10.25*- Agreement for Wholesale Financing (Security Agreement) dated April 8,
1996 between the Registrant and IBM Credit Corporation, including letter
agreement dated April 17, 1996 between the parties. (Incorporated by
reference to Exhibit 10.25 to the Registrant's Form S-1 filed with the
Commission on January 23, 1997, Registration No. 333-20231).
10.26 - Intercreditor Agreement dated April 8, 1996 among the Registrant, IBM
Credit Corporation, and Branch Banking and Trust Company. (Incorporated
by reference to Exhibit 10.26 to the Registrant's Form S-1 filed with
the Commission on January 23, 1997, Registration No. 333-20231).
10.27 - Loan and Security Agreement dated November 25, 1996 between the
Registrant and Branch Banking and Trust Company. (Incorporated by
reference to Exhibit 10.27 to the Registrant's Form S-1 filed with the
Commission on January 23, 1997, Registration No. 333-20231).
10.28 - Employment Agreement dated as of January 1, 1997 between the Registrant
and Steven H. Owings. (Incorporated by reference to Exhibit 10.28 to the
Registrant's Form S-1 filed with the Commission on January 23, 1997,
Registration No. 333-20231).
<PAGE>
10.29 - Employment Agreement dated as of January 1, 1997 between the Registrant
and Michael L. Baur. (Incorporated by reference to Exhibit 10.29 to the
Registrant's Form S-1 filed with the Commission on January 23, 1997,
Registration No. 333-20231).
10.30 - Employment Agreement dated as of January 1, 1997 between the Registrant
and Jeffery A. Bryson. (Incorporated by reference to Exhibit 10.30 to
the Registrant's Form S-1 filed with the Commission on January 23, 1997,
Registration No. 333-20231).
10.31 - Stock Option Agreement dated July 18, 1996 covering stock options
granted to Steven R. Fisher. (Incorporated by reference to Exhibit 10.31
to the Registrant's Form S-1 filed with the Commission on January 23,
1997, Registration No. 333-20231).
10.32 - Stock Option Agreement dated July 18, 1996 covering stock options
granted to James G. Foody. (Incorporated by reference to Exhibit 10.32
to the Registrant's Form S-1 filed with the Commission on January 23,
1997, Registration No. 333-20231).
10.33 - Stock Option Agreement dated December 3, 1996 covering stock options
granted to Steven H. Owings. (Incorporated by reference to Exhibit 10.33
to the Registrant's Form S-1 filed with the Commission on January 23,
1997, Registration No. 333-20231).
10.34 - Stock Option Agreement dated December 3, 1996 covering stock options
granted to Michael L. Baur. (Incorporated by reference to Exhibit 10.34
to the Registrant's Form S-1 filed with the Commission on January 23,
1997, Registration No. 333-20231).
10.35*- Distribution Agreement dated October 1, 1994 between the Registrant and
Symbol Technologies, Inc. (Incorporated by reference to Exhibit 10.35 to
the Registrant's Form S-1 filed with the Commission on January 23, 1997,
Registration No. 333-20231).
10.36*- Distribution Agreement dated January 1, 1996 between the Registrant and
IBM Corporation. (Incorporated by reference to Exhibit 10.36 to the
Registrant's Form S-1 filed with the Commission on January 23, 1997,
Registration No. 333-20231).
10.37 - Stock Option Agreement dated January 17, 1997 covering options granted
to Steven H. Owings. (Incorporated by reference to Exhibit 10.37 to the
Registrant's Form S-1 filed with the Commission on January 23, 1997,
Registration No. 333-20231).
10.38 - Stock Option Agreement dated January 17, 1997 covering options granted
to Michael L. Baur. (Incorporated by reference to Exhibit 10.38 to the
Registrant's Form S-1 filed with the Commission on January 23, 1997,
Registration No. 333-20231).
10.39 - Stock Option Agreement dated January 17, 1997 covering options granted
to Jeffrey A. Bryson. (Incorporated by reference to Exhibit 10.39 to the
Registrant's Form S-1 filed with the Commission on January 23, 1997,
Registration No. 333-20231).
11 - Statement re: Computation of Per Share Earnings. (Incorporated by
reference to Exhibit 11 to the Registrant's Form S-1 filed with the
Commission on January 23, 1997, Registration No. 333-20231).
27 - Financial Data Schedule.
- - ----------------------------------------
* Confidential Treatment pursuant to 17 CFR (S)(S) 200.80, 200.83, and 230.406
and 5 USC (S) 502 has been requested regarding certain portions of the indicated
Exhibit, which portions have been filed separately with the Commission.
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM BALANCE
SHEET & INCOME STATEMENT FOR PERIOD ENDED 03/31/97.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> JUN-30-1997
<PERIOD-START> JUL-01-1996
<PERIOD-END> MAR-31-1997
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 10,809
<ALLOWANCES> 834
<INVENTORY> 22,907
<CURRENT-ASSETS> 36,249
<PP&E> 2,154
<DEPRECIATION> 628
<TOTAL-ASSETS> 38,835
<CURRENT-LIABILITIES> 16,240
<BONDS> 0
0
0
<COMMON> 11,960
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 38,835
<SALES> 65,754
<TOTAL-REVENUES> 65,754
<CGS> 56,852
<TOTAL-COSTS> 5,617
<OTHER-EXPENSES> 43
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 121
<INCOME-PRETAX> 2,951
<INCOME-TAX> 1,121
<INCOME-CONTINUING> 1,830
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,830
<EPS-PRIMARY> .53
<EPS-DILUTED> .53
</TABLE>
