<PAGE> 1
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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 MARCH 31, 1999.
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: 0-23686
-------
PC SERVICE SOURCE, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 52-1703687
- ------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2350 VALLEY VIEW LANE, DALLAS, TEXAS 75234
------------------------------------ -----
(Address of principal executive offices) (Zip Code)
(972) 481-4000
----------------------------------------------------
(Registrant's telephone number, including area code)
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 April 30, 1999, there were 5,629,820 shares of the registrant's common
stock outstanding.
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<PAGE> 2
PC SERVICE SOURCE, INC. AND SUBSIDIARIES
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
Number
------
<S> <C>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Balance Sheets
March 31, 1999 (Unaudited) and December 31, 1998 ... ................. 1
Condensed Consolidated Statements of Operations (Unaudited)
Three Months Ended March 31, 1999 and 1998 ........................... 2
Condensed Consolidated Statements of Cash Flows (Unaudited)
Three Months Ended March 31, 1999 and 1998 ........................... 3
Notes to Condensed Consolidated Financial Statements
(Unaudited).......................................................... 4
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations ....................... 6
Item 3. Quantitative and Qualitative Disclosures About Market Risk .......... 9
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K...................................... 10
SIGNATURES ............................................................................... 12
</TABLE>
<PAGE> 3
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
PC SERVICE SOURCE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
March 31, December 31,
1999 1998
---------- ----------
<S> <C> <C>
ASSETS
Current assets:
Cash ............................................................. $ 1,099 $ 940
Accounts receivable, net ......................................... 20,132 19,212
Inventories ...................................................... 22,438 22,031
Other current assets ............................................. 2,780 2,824
---------- ----------
Total current assets ...................................... 46,449 45,007
Property and equipment, net ........................................ 14,176 15,081
Other assets, net .................................................. 2,575 2,646
---------- ----------
Total assets .................................................... $ 63,200 $ 62,734
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable ................................................. $ 14,400 $ 14,058
Accrued liabilities .............................................. 8,859 9,129
Current installments of obligations under capital leases ......... 1,380 1,399
Revolving line of credit ......................................... -- 14,229
---------- ----------
Total current liabilities .......................................... 24,639 38,815
Revolving line of credit ........................................... 13,851 --
Obligations under capital leases ................................... 2,356 2,677
Deferred income taxes .............................................. 1,102 1,102
Stockholders' equity ............................................... 21,252 20,140
---------- ----------
Total liabilities and stockholders' equity ....................... $ 63,200 $ 62,734
========== ==========
</TABLE>
See accompanying notes to condensed consolidated
financial statements.
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<PAGE> 4
PC SERVICE SOURCE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
-------------------------
1999 1998
---------- ----------
<S> <C> <C>
Net revenues ..................................... $ 40,420 $ 38,497
Cost of revenues ................................. 30,248 28,959
---------- ----------
Gross margin ................................... 10,172 9,538
---------- ----------
Operating expenses:
Selling, general and administrative ............ 7,423 7,922
Depreciation and amortization .................. 1,207 1,030
---------- ----------
Total operating expenses ..................... 8,630 8,952
---------- ----------
Earnings from operations ..................... 1,542 586
Interest expense, net ............................ 430 319
---------- ----------
Earnings before income taxes ................. 1,112 267
Income tax expense ............................... -- 99
---------- ----------
Net earnings ................................. $ 1,112 $ 168
========== ==========
Earnings per share:
Basic ........................................ $ 0.19 $ 0.03
========== ==========
Diluted ...................................... $ 0.19 $ 0.03
========== ==========
Weighted average common shares outstanding:
Basic ........................................ 5,774 5,758
========== ==========
Diluted ...................................... 5,810 5,869
========== ==========
</TABLE>
See accompanying notes to condensed consolidated
financial statements.
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<PAGE> 5
PC SERVICE SOURCE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended
March 31
--------------------------
1999 1998
---------- ----------
<S> <C> <C>
Cash flows from operating activities:
Net earnings ......................................... $ 1,112 $ 168
Adjustments to reconcile net earnings to net
cash provided by operating activities:
Depreciation and amortization .................... 1,207 1,030
Deferred income taxes ............................ -- (115)
Changes in operating assets and liabilities:
Accounts receivable .............................. (920) (2,572)
Inventories ...................................... (407) (2,586)
Other current assets ............................. 44 (517)
Accounts payable ................................. 342 5,194
Accrued liabilities .............................. (270) 1,238
Income taxes receivable/payable .................. -- 257
Other, net ....................................... 41 (4)
---------- ----------
Net cash provided by operating activities ............ 1,149 2,093
---------- ----------
Cash flows from investing activities:
Capital expenditures ................................. (272) (1,031)
---------- ----------
Net cash used in investing activities ................. (272) (1,031)
---------- ----------
Cash flows from financing activities:
Net revolving line of credit borrowings .............. (378) 102
Principal payments under capital lease obligations ... (340) (298)
Proceeds from exercise of common stock options ....... -- 4
---------- ----------
Net cash used in financing activities .................. (718) (192)
---------- ----------
Net increase in cash ................................... 159 870
Cash at beginning of period ............................ 940 717
---------- ----------
Cash at end of period .................................. $ 1,099 $ 1,587
========== ==========
</TABLE>
See accompanying notes to condensed consolidated
financial statements.
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<PAGE> 6
PC SERVICE SOURCE, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
(UNAUDITED)
(1) BASIS OF PRESENTATION
These unaudited condensed consolidated financial statements of PC
Service Source, Inc. and its subsidiaries (collectively the "Company"),
at March 31, 1999 and for the three months ended March 31, 1999 and
1998, have been prepared in accordance with generally accepted
accounting principles for interim financial reporting. Accordingly,
they do not include all of the information and footnotes required by
generally accepted accounting principles for complete financial
statements and should be read in conjunction with the audited
consolidated financial statements and notes thereto included in the
Company's Form 10-K for the year ended December 31, 1998. All
significant intercompany balances and transactions have been eliminated
in consolidation. In the opinion of management, all adjustments,
(consisting only of normal recurring adjustments) considered necessary
for a fair presentation of the interim financial information have been
included. The results of operations for any interim period are not
necessarily indicative of the results of operations for a full year.
Certain 1998 items have been restated to conform with the 1999
presentation. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations."
(2) EARNINGS PER SHARE
Basic earnings per share is computed by dividing income available to
common stockholders by the weighted average number of common shares
outstanding during the period. Diluted earnings per share reflects the
potential dilution that could occur if securities or other contracts to
issue common stock were exercised or converted into common stock.
The following table sets forth the computation of basic and diluted
earnings per share.
<TABLE>
<CAPTION>
Three Months Ended
March 31,
--------------------------
1999 1998
---------- ----------
<S> <C> <C>
Net earnings ................................... $ 1,112 $ 168
========== ==========
Weighted average common shares
outstanding - basic ......................... 5,774 5,758
Employee stock options and other ............... 36 111
---------- ----------
Weighted average common shares
outstanding - diluted ....................... 5,810 5,869
========== ==========
Earnings per share:
Basic ................................. $ 0.19 $ 0.03
Diluted ............................... $ 0.19 $ 0.03
</TABLE>
At March 31, 1999, 956 employee stock options and other potentially
dilutive securities were excluded from the weighted average common
shares outstanding diluted computation for the quarter ended March 31,
1999, because their impact could be anti-dilutive.
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PC SERVICE SOURCE, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
(UNAUDITED)
(3) COMPREHENSIVE INCOME
Comprehensive income is defined as the change in equity during a period
from transactions and other events and circumstances from non-ownership
sources. It includes all changes in equity during a period, except
those resulting from investments by owners and distributions to owners.
Comprehensive income is equal to net earnings as presented on the
Consolidated Statements of Operations for the quarters ended March 31,
1999 and 1998.
(4) SUPPLEMENTAL CASH FLOW INFORMATION
Net cash flow from operating activities reflects cash payments for
interest and income taxes as follows:
<TABLE>
<CAPTION>
Three Months Ended
March 31,
-------------------
1999 1998
-------- -----
<S> <C> <C>
Interest paid, net .............................. $ 371 $ 221
Income taxes paid ................................ -- --
</TABLE>
(5) SUBSEQUENT EVENT
On April 21, 1999, the Company announced its adoption of a stock
repurchase program enabling the Company to repurchase up to 600 shares
of the Company's outstanding common stock. Purchases of common stock by
the Company may be made in the open market or through privately
negotiated transactions at prevailing market prices depending on market
conditions. The repurchased stock will become treasury shares,
available for general corporate purposes.
As of April 30, 1999, the Company has repurchased 144 shares at an
aggregate cost of approximately $573.
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<PAGE> 8
PC SERVICE SOURCE, INC. AND SUBSIDIARIES
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
RESULTS OF OPERATIONS
Beginning with the consolidated results of operations for the three months ended
March 31, 1999, the Company has reclassified how it reports all purchasing and
distribution expenses, as well as certain facility costs. Those items are now
reported by the Company in cost of revenues instead of in selling, general and
administrative expenses. Management believes that the reclassification of these
expenses better reflects the actual gross margin of the Company's consolidated
operations. The consolidated results of operations for the three months ended
March 31, 1998, have been restated to conform with the 1999 presentation.
THREE MONTHS ENDED MARCH 31, 1999 COMPARED TO THREE MONTHS ENDED MARCH 31, 1998
The following table displays the Company's statements of operations as a
percentage of net revenues:
<TABLE>
<CAPTION>
Three Months Ended
March 31,
------------------------
1999 1998
--------- ---------
<S> <C> <C>
Net revenues .................................. 100.0% 100.0%
Cost of revenues .............................. 74.8 75.2
--------- ---------
Gross margin .............................. 25.2 24.8
--------- ---------
Operating expenses:
Selling, general and administrative ....... 18.4 20.6
Depreciation and amortization ............. 3.0 2.7
--------- ---------
Total operating expenses ............. 21.4 23.3
--------- ---------
Earnings from operations ............. 3.8 1.5
Interest expense, net ......................... 1.0 0.8
--------- ---------
Earnings before income taxes ......... 2.8 0.7
Income taxes .................................. -- 0.3
--------- ---------
Net earnings ......................... 2.8% 0.4%
========= =========
</TABLE>
Net revenues were $40.4 million for the first quarter of 1999, representing an
increase of $1.9 million or a 5% increase over the first quarter of 1998. This
increase was mainly the result of the additional notebook repair services
business of the Company's PCSS Repair Services subsidiary.
Gross margins as a percentage of net revenues increased in the first quarter of
1999 to 25.2% from 24.8% in the same period in 1998. Since the gross margin is
different for each line of computer spare parts which the Company sells, changes
in the mix of parts sold by the Company during a particular period affect the
Company's gross margin. In addition to the product mix, the increase in gross
margin was also attributable to a higher percentage of OEM outsourcing and
repair services business.
Selling, general and administrative expenses as a percentage of net revenues
decreased to 18.4% in the first quarter of 1999 compared to 20.6% in the same
period of 1998. The decrease was primarily due to the following two factors: (a)
the Company's adoption of additional expense reduction programs which were
announced in the fourth quarter of 1998; and (b) the closure of the West Coast
repair operations of the Company's PCSS Repair Services subsidiary.
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<PAGE> 9
PC SERVICE SOURCE, INC. AND SUBSIDIARIES
This included a workforce reduction and the implementation of tighter controls
on discretionary expenses such as advertising, supplies, travel and
entertainment.
Depreciation and amortization increased as a percentage of net revenues to 3.0%
in the first quarter of 1999 compared to 2.7% in the same period of 1998. The
increase was due to a higher asset base in 1999 resulting from the significant
capital expenditures made by the Company in 1998.
Net interest expense as a percentage of net revenues increased to 1.0% during
the first quarter of 1999 from 0.8% during the same period of 1998 due to a
higher average outstanding balance and interest rate on the Company's revolving
line of credit during the first quarter of 1999.
In February 1999, the Company's largest customer Vanstar (which has subsequently
merged with InaCom) notified the Company of its intention to terminate the
exclusive contract with the Company effective as of June 1999. Although the
Company anticipates that it will continue to do business with Vanstar after June
1999, any such business will not be on an exclusive basis and may be
significantly less than in 1998.
The first quarter of 1999 does not include a provision for income taxes due to
the utilization of net operating loss carryforwards.
LIQUIDITY AND CAPITAL RESOURCES
During the first quarter of 1999, the Company entered into a new $25 million
revolving bank credit facility with PNC Bank, National Association, which
matures in March 2002 and is secured by substantially all of the assets of the
Company. The Company's available borrowing capacity at March 31, 1999 was
approximately $20.1 million. The Company was in compliance with its covenants at
April 30, 1999.
The Company has historically been a net user of cash from operations and has
financed its working capital and capital expenditure requirements from revolving
credit, lease financing agreements, equity financing and internally generated
funds. Cash provided by operating activities during the first quarter of 1999
was $1.1 million as compared to $2.1 million for the first quarter of 1998. The
cash provided by operating activities in 1999 was primarily due to the $1.1
million net income for the period. The decline in cash provided by operating
activities from the same period in 1998 is due primarily to the timing of vendor
payments and inventory receipts.
Capital expenditures totaled $0.3 million for the first quarter of 1999 compared
to $1.0 million in 1998. Expenditures in the 1999 period were primarily for
improvements in the Company's management information systems.
The Company believes that the cash generated from operations combined with its
revolving bank credit facility will be sufficient to meet its 1999 working
capital and capital expenditure requirements.
YEAR 2000 COMPLIANCE
The Company's management recognizes the need to ensure that its operations and
relationships with vendors, customers and other third parties will not be
adversely impacted by the Year 2000 issue. The Year 2000 problem is a result of
computer programs being written using two digits rather than four to define the
applicable year. Based on its assessment, the Company determined a portion of
its software and certain hardware will require modification or replacement so
that those systems will properly utilize dates beyond December 31, 1999.
Although the Company's assessment indicated that its significant information
technology systems would not be affected, that assessment indicated that the
software and hardware used in the Company's telephone equipment would be at
risk. The affected systems are the Company's primary sources of receiving
orders. Except for the telephone equipment, which will be
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<PAGE> 10
PC SERVICE SOURCE, INC. AND SUBSIDIARIES
replaced later in 1999, the Company believes it has mitigated the Year 2000
issue by modifying or replacing the affected hardware and software.
The Company has also established a program to review its product line and
identify date-sensitive parts and the level of Year 2000 compliance that the
parts support. This program is to ensure that customers receive products that
are Year 2000 compliant, or at a minimum, are aware of products that are not
compliant. The Company also depends on the systems of its suppliers and
customers. Consequently, the Company is in the process of receiving adequate
assurances from its suppliers and customers that those systems on which the
Company relies are or will be Year 2000 compliant before the end of 1999.
To the extent possible, the Company will develop and implement contingency plans
designed to allow continued operations in the event of failure of the Company's
or third party systems to be Year 2000 compliant. These contingency plans have
been developed and are expected to be implemented by the end of 1999.
Management estimates that the total cost of the above initiatives to be
$500,000. The Company is expensing all costs associated with these systems
changes as the costs are incurred. As of March 31, 1999, approximately $200,000
has been expensed.
Management of the Company believes it has an effective program in place to
resolve the Year 2000 issue in a timely manner. As noted above, the Company has
not yet completed all necessary phases of the Year 2000 program. Should the
critical applications fail to perform properly in response to the Year 2000
issue, the Company could be unable to receive and ship a substantial number of
orders received by its telephone systems. The amount of potential lost revenue
cannot be reasonably estimated at this time. Further, the failure of the Company
or third parties upon which the Company relies, to identify Year 2000 issues and
successfully and timely resolve them could have a material adverse impact on the
results of operations and financial condition of the Company.
CAUTION REGARDING FORWARD-LOOKING STATEMENTS
The Company occasionally makes forward-looking statements concerning its plans,
goals, product and service offerings, and anticipated financial performance.
These forward-looking statements may generally be identified by introductions
such as "outlook" for an upcoming period of time, or words and phrases such as
"should", "expect", "hope", "plans", "projected", "believes", "forward-looking"
(or variants of those words and phrases) or similar language indicating the
expression of an opinion or view concerning the future.
These forward-looking statements are subject to risks and uncertainties based on
a number of factors and actual results or events may differ materially from
those anticipated by such forward-looking statements. These factors include, but
are not limited to: the growth rate of the Company's revenue and market share;
the consummation of new and the non-termination of existing OEM outsourcing
arrangements and service provider alliances; the Company's ability to
effectively manage its business functions while growing the Company's business
in a rapidly changing environment; the ability of the Company to adapt and
expand its services in such an environment; the effective and efficient
purchasing of parts and processing of sales orders; the ability of the Company
and its suppliers and customers to resolve the Year 2000 issue in a timely
manner; and the quality of the Company's plans and strategies, and the ability
of the Company to execute such plans and strategies.
In addition, forward-looking statements concerning the Company's expected
revenue or earnings levels are subject to many additional uncertainties
applicable to competitors generally and to general economic conditions over
which the Company has no control. The Company does not plan to generally
publicly update prior forward-looking statements for unanticipated events or
otherwise and, accordingly, prior forward-looking statements should not be
considered to be "fresh" simply because the Company has not made additional
comments on those forward-looking statements.
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<PAGE> 11
PC SERVICE SOURCE, INC. AND SUBSIDIARIES
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company's earnings are affected by changes in interest rates due to the
impact those changes have on the interest expense payable by the Company under
its variable rate debt revolving line of credit, for which the outstanding
balance was $13.9 million as of March 31, 1999. A 1.0% change in the underlying
LIBOR or Prime rate would result in a $139,000 change in the annual amount of
interest on such debt. This amount is determined by considering the impact on
the hypothetical interest rates on the Company's revolving line of credit
outstanding as of March 31, 1999.
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<PAGE> 12
PC SERVICE SOURCE, INC. AND SUBSIDIARIES
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
A. EXHIBITS
The following exhibits are filed as part of this report:
Exhibit
Number Exhibit
- ------- -------
3.1+++ Restated Certificate of Incorporation of the Company
3.2++ Amended and Restated Bylaws of the Company
4.1+ Specimen Certificate evidencing Common Stock
4.2v+ Certificate of Designations of Series A Junior Participating
Preferred Stock
10.1v+ Revolving Credit and Security Agreement by and among the Company,
its subsidiaries and PNC Bank, National Association, as lender
and as agent
10.2v+ Stock Option Plan, including form of Stock Option Agreements, as
amended
10.3v+ Rights Plan
10.4v+ Stock Price Appreciation Plan
10.5+v Director Compensation Plan
10.6v Employee Stock Purchase Plan
10.7v+ Fifth Amendment to Stock Option Plan
27.1* Financial Data Schedule
27.2* Restated Financial Data Schedule
- ------------------
+ Previously filed as an exhibit to the Company's Registration Statement
on Form SB-2, Registration Number 33-76068-D, initially filed with the
Securities and Exchange Commission on March 4, 1994, and declared
effective on March 28, 1994.
++ Previously filed as an exhibit to the Company's report on Form 8-K
filed with the Securities and Exchange Commission on December 9, 1998.
+++ Previously filed as an exhibit to the Company's report on Form S-8,
Registration Number 33-98176, filed with the Securities and Exchange
Commission on October 17, 1995.
+v Previously filed as an exhibit to the Company's report on Form 10-K
for the year ended December 31, 1995, filed with the Securities and
Exchange Commission on March 31, 1996.
v Previously filed as an exhibit to the Company's Registration Statement
on Form S-1, Registration Number 333-03977, initially filed with the
Securities and Exchange Commission on May 17, 1996, and declared
effective on May 28, 1996.
v+ Previously filed as an exhibit to the Company's report on Form 10-K
for the year ended December 31, 1998, filed with the Securities and
Exchange Commission on March 31, 1999.
* Filed herewith.
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<PAGE> 13
PC SERVICE SOURCE, INC. AND SUBSIDIARIES
B. REPORTS ON FORM 8-K
On April 21, 1999, the Company filed a report on Form 8-K pursuant to Item 5,
thereof, in connection with the approval by the Board of Directors to repurchase
up to 600,000 shares of the Company's outstanding common stock in the open
market or privately negotiated transactions.
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<PAGE> 14
PC SERVICE SOURCE, INC. AND SUBSIDIARIES
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.
PC SERVICE SOURCE, INC.
(Registrant)
May 14, 1999 /s/ Robert J. Boutin
-------------------------------------------------
Robert J. Boutin
Senior Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
-12-
<PAGE> 15
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Exhibit
- ------- -------
<S> <C>
3.1+++ Restated Certificate of Incorporation of the Company
3.2++ Amended and Restated Bylaws of the Company
4.1+ Specimen Certificate evidencing Common Stock
4.2v+ Certificate of Designations of Series A Junior Participating
Preferred Stock
10.1v+ Revolving Credit and Security Agreement by and among the Company,
its subsidiaries and PNC Bank, National Association, as lender
and as agent
10.2v+ Stock Option Plan, including form of Stock Option Agreements, as
amended
10.3v+ Rights Plan
10.4v+ Stock Price Appreciation Plan
10.5+v Director Compensation Plan
10.6v Employee Stock Purchase Plan
10.7v+ Fifth Amendment to Stock Option Plan
27.1* Financial Data Schedule
27.2* Restated Financial Data Schedule
</TABLE>
- ------------------
+ Previously filed as an exhibit to the Company's Registration Statement
on Form SB-2, Registration Number 33-76068-D, initially filed with the
Securities and Exchange Commission on March 4, 1994, and declared
effective on March 28, 1994.
++ Previously filed as an exhibit to the Company's report on Form 8-K
filed with the Securities and Exchange Commission on December 9, 1998.
+++ Previously filed as an exhibit to the Company's report on Form S-8,
Registration Number 33-98176, filed with the Securities and Exchange
Commission on October 17, 1995.
+v Previously filed as an exhibit to the Company's report on Form 10-K
for the year ended December 31, 1995, filed with the Securities and
Exchange Commission on March 31, 1996.
v Previously filed as an exhibit to the Company's Registration Statement
on Form S-1, Registration Number 333-03977, initially filed with the
Securities and Exchange Commission on May 17, 1996, and declared
effective on May 28, 1996.
v+ Previously filed as an exhibit to the Company's report on Form 10-K
for the year ended December 31, 1998, filed with the Securities and
Exchange Commission on March 31, 1999.
* Filed herewith.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEET AT MARCH 31, 1999 (UNAUDITED) AND THE CONSOLIDATED
STATEMENT OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 1999 (UNAUDITED)
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> MAR-31-1999
<CASH> 1,099
<SECURITIES> 0
<RECEIVABLES> 21,072
<ALLOWANCES> (940)
<INVENTORY> 22,438
<CURRENT-ASSETS> 46,449
<PP&E> 26,641
<DEPRECIATION> (12,465)
<TOTAL-ASSETS> 63,200
<CURRENT-LIABILITIES> 24,639
<BONDS> 13,851
0
0
<COMMON> 59
<OTHER-SE> 21,193
<TOTAL-LIABILITY-AND-EQUITY> 63,200
<SALES> 36,034
<TOTAL-REVENUES> 40,420
<CGS> 24,622
<TOTAL-COSTS> 30,248
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0<F1>
<INTEREST-EXPENSE> 430
<INCOME-PRETAX> 1,112
<INCOME-TAX> 0
<INCOME-CONTINUING> 1,112
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,112
<EPS-PRIMARY> .19
<EPS-DILUTED> .19
<FN>
<F1>PROVISION FOR DOUBTFUL ACCOUNTS AND INVENTORY PROVISION INCLUDED IN TOTAL
COSTS.
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEET AT MARCH 31, 1998 (UNAUDITED) AND THE CONSOLIDATED
STATEMENT OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 1998 (UNAUDITED)
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> MAR-31-1998
<CASH> 1,587
<SECURITIES> 0
<RECEIVABLES> 19,385
<ALLOWANCES> (840)
<INVENTORY> 20,097
<CURRENT-ASSETS> 43,592
<PP&E> 21,587
<DEPRECIATION> (7,981)
<TOTAL-ASSETS> 61,598
<CURRENT-LIABILITIES> 19,856
<BONDS> 5,637
0
0
<COMMON> 59
<OTHER-SE> 32,506
<TOTAL-LIABILITY-AND-EQUITY> 61,598
<SALES> 35,914
<TOTAL-REVENUES> 38,497
<CGS> 25,909
<TOTAL-COSTS> 28,959
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0<F1>
<INTEREST-EXPENSE> 319
<INCOME-PRETAX> 267
<INCOME-TAX> 99
<INCOME-CONTINUING> 168
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 168
<EPS-PRIMARY> .03
<EPS-DILUTED> .03
<FN>
<F1>PROVISION FOR DOUBTFUL ACCOUNTS AND INVENTORY PROVISION INCLUDED IN TOTAL
COSTS.
</FN>
</TABLE>
