PROGRAMMERS PARADISE INC
10-Q, 1998-05-15
COMPUTERS & PERIPHERAL EQUIPMENT & SOFTWARE
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                UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 10-Q

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

                  For the quarterly period ended March 31, 1998

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

                  For the transition period from  __________ to __________

                  Commission File No. 33-92810

                           Programmer's Paradise, Inc.
- - --------------------------------------------------------------------------------
                         (Name of issuer in its charter)

              Delaware                                    13-3136104
- - ------------------------------               -----------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)

1163 Shrewsbury Avenue, Shrewsbury, New Jersey                   07702
- - ----------------------------------------------         -------------------------
(Address of principal executive offices)                       (Zip Code)

Issuer's Telephone Number (732) 389-8950
                          --------------

         Check whether the issuer (1) filed all reports  required to be filed by
Section 13 or 15(d) of the  Securities  and Exchange Act of 1934 during the past
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.

         There were 4,824,498 outstanding shares of Common Stock, par value $.01
per share, as of May 4, 1998.

                                     Page 1

Exhibit index is on page 14.

<PAGE>

                           PROGRAMMER'S PARADISE, INC.

                               Index to Form 10-Q

<TABLE>
<CAPTION>
                                                                                                 Page No.
                                                                                                 --------

PART I -- FINANCIAL INFORMATION
<S>                                                                                                    <C>
         Item 1.  Financial Statements

                  Condensed Consolidated Balance Sheet as of March 31, 1998
                  and December 31, 1997                                                                3

                  Condensed Consolidated Statements of Income and Comprehensive
                  Income for the Three Months Ended March 31, 1998 and 1997                            4

                  Condensed Consolidated Statements of Cash Flows for the Three Months
                  Ended March 31, 1998 and 1997                                                        5

                  Notes to Condensed Consolidated Financial Statements                                 6

         Item 2.  Management's Discussion and Analysis of Financial Condition
                  and Results of Operations.                                                           7

PART II -- OTHER INFORMATION

         Item 6.    Exhibits and Reports on Form 8-K

                    (a)   Exhibit 27 - Financial Data Schedule                                        15
</TABLE>



                                     Page 2

<PAGE>


<PAGE>




                         PART I - FINANCIAL INFORMATION

                           PROGRAMMER'S PARADISE, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEET
                                 (In thousands)

                                     ASSETS
<TABLE>
<CAPTION>
                                                                          March 31,         December 31,
                                                                            1998                1997
                                                                            ----                ----
                                                                        (Unaudited)         (Audited)
<S>                                                                     <C>               <C>        
    Current Assets
      Cash and cash equivalents                                         $  15,559         $    20,571
      Accounts receivable                                                  34,118              38,517
      Inventory                                                             5,036               4,627
      Prepaid expenses and other current assets                             3,031               2,561
      Deferred income taxes                                                 1,627               1,619
                                                                        ----------        ------------
    Total current assets                                                   59,731              67,895

    Equipment and leasehold improvements                                    2,038               1,862
    Goodwill                                                               13,963              14,185
    Other assets                                                              669                 707
    Deferred income taxes                                                   1,589               1,719
                                                                        ----------        ------------
                                                                        $  77,630         $    86,368
                                                                        ==========        ============

                      LIABILITIES AND STOCKHOLDERS' EQUITY

    Current Liabilities
      Notes payable to banks                                            $     777         $       958
      Accounts payable and accrued expenses                                38,730              46,979
      Other current liabilities                                             3,025               3,881
                                                                        ----------        -----------
    Total current liabilities                                              42,532              51,818

    Other liabilities                                                         114                 117
    Notes payable - Long-term                                               2,016               2,220

    Stockholders' equity
      Common stock                                                             48                  48
      Additional paid-in capital                                           33,381              33,633
      Retained earnings (deficit)                                             504                (256)
      Treasury stock                                                          (10)               (343)
      Cumulative foreign currency translation adjustment                     (955)               (869)
                                                                        ----------        -----------
    Total stockholders' equity                                             32,968              32,213
                                                                        ----------        -----------
                                                                         $ 77,630          $   86,368
                                                                        ==========        ===========
</TABLE>


The  accompanying  notes are an integral  part of these  consolidated  financial
statements.

                                     Page 3

<PAGE>


<PAGE>




                           PROGRAMMER'S PARADISE, INC.
      CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
                                   (Unaudited)

                      (In thousands, except per share data)
<TABLE>
<CAPTION>
                                                                     Three months ended
                                                                          March 31,
                                                                          ---------
                                                                  1998              1997
                                                                  ----              ----
<S>                                                             <C>                <C>     
Net sales                                                       $ 53,193           $ 38,940

Cost of sales                                                     46,679             33,037
                                                                ---------          --------
Gross profit                                                       6,514              5,903

Selling, general and administrative expenses                       4,930              4,183
Amortization expense                                                 245                226
                                                                ---------          --------
Income from operations                                             1,339              1,494

Interest income, net                                                  78                 35

Unrealized foreign exchange loss                                     (54)               (78)
                                                                 --------           --------

Income before income taxes                                         1,363              1,451

Provision for taxes                                                  603                566
                                                                --------           --------

Net income                                                      $    760           $    885
                                                                ========           ========

Net income per common share-Basic                               $.    16           $    .18
                                                                --------           --------


Net income per common share-Diluted                             $    .14           $    .17
                                                                --------           --------

Weighted average common shares outstanding-Basic                   4,790              4,789
                                                                --------           --------

Weighted average common shares outstanding-Diluted                 5,293              5,271
                                                                --------           --------

Reconciliation of Net Income to Comprehensive Income:

Net Income                                                      $    760            $   885
                                                                --------           --------
Other comprehensive income, net of tax:
      Foreign currency translation adjustments                       (48)              (177)
                                                                --------           --------
Comprehensive Income                                            $    712            $   708
                                                                ========            ========
</TABLE>


The  accompanying  notes are an integral  part of these  condensed  consolidated
financial statements.

                                     Page 4

<PAGE>




                                    PROGRAMMER'S PARADISE, INC.
                          CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                            (Unaudited)

                                          (In thousands)
<TABLE>
<CAPTION>
                                                                            Three Months Ended
                                                                                 March 31,
                                                                            1998          1997
                                                                            ----          ----
Cash provided by (used for)
<S>                                                                     <C>             <C>    
Operations:
  Net income                                                            $   760         $   885
  Adjustments for non cash charges                                          416             413
  Changes in assets and liabilities                                      (5,492)          4,140
                                                                        -------         -------
Net cash provided by (used for) operations                               (4,316)          5,438


Investing:
  Capital expenditures                                                     (397)            (85)
  Capitalized software costs                                                  5             (32)
  Acquisitions, net of cash acquired                                          -               -
                                                                        -------         -------
Net cash used for investing                                                (392)           (117)


Financing:
  Net proceeds from issuance of common stock                                 82               1
  Repayments under long-term debt                                          (221)              -
  Repayments under lines of credit                                         (165)           (485)
                                                                        -------         -------
Net cash used for financing activities                                     (304)           (484)

Net change in cash                                                       (5,012)          4,837
Cash at beginning of year                                                20,571          16,281
                                                                        -------         -------
Cash at end of period                                                   $15,559         $21,117
                                                                        =======         =======
</TABLE>


The  accompanying  notes are an integral  part of these  condensed  consolidated
financial statements.

                                     Page 5

<PAGE>



                           PROGRAMMER'S PARADISE, INC.
                         NOTES TO CONDENSED CONSOLIDATED
                              FINANCIAL STATEMENTS
                                 March 31, 1998

1.   The accompanying unaudited condensed consolidated financial statements have
     been prepared in accordance with generally accepted  accounting  principles
     for interim  financial  information and with the  instructions to Form 10-Q
     and Article 10 of Regulation S-X.  Accordingly,  they do not include all of
     the information  and footnotes  required by generally  accepted  accounting
     principles for complete financial statements. In the opinion of management,
     all  adjustments  (consisting  of  normal  recurring  accruals)  considered
     necessary for a fair presentation have been included. Operating results for
     the three month period ended March 31, 1998, are not necessarily indicative
     of the results that may be expected  for the year ended  December 31, 1998.
     For further information, refer to the consolidated financial statements and
     notes thereto  included in the Company's annual report on Form 10-K for the
     year-ended December 31, 1997.

2.   Assets  and  liabilities  of the  foreign  subsidiaries,  all of which  are
     located in Europe,  have been  translated at current  exchange  rates,  and
     related  revenues and expenses  have been  translated  at average  rates of
     exchange  in effect  during  the  year.  Resulting  cumulative  translation
     adjustments  have been  recorded as a separate  component of  stockholders'
     equity.

3.   In June 1997, the Financial Accounting Standards Board issued Statement No.
     131,  Disclosures about Segments of an Enterprise and Related  Information,
     which is effective for years beginning  after December 15, 1997.  Statement
     131  establishes  standards  for the way that public  business  enterprises
     report information about operating segments in annual financial  statements
     and requires  that those  enterprises  report  selected  information  about
     operating  segments  in  interim  financial  reports.  It also  establishes
     standards for related  disclosures about products and services,  geographic
     areas,  and major  customers.  Statement  131 is  effective  for  financial
     statements  for  fiscal  years  beginning  after  December  15,  1997,  and
     therefore  the Company  will adopt the new  requirements  retroactively  in
     1998.  Management  has not completed its review of Statement  131, but does
     not anticipate  that the adoption of this statement will have a significant
     effect on the Company's reported segments.









                                     Page 6

<PAGE>



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

OVERVIEW

                  The Company is a distributor  of software,  operating  through
three  distribution   channels-cataloging,   corporate  reseller  and  wholesale
operations.  Catalog operations include worldwide catalog sales, advertising and
publishing.  Corporate reseller  operations include ISP-USA in the United States
and ISP*D  International  Software  Partners Gmbh ("ISP*D") in Munich,  Germany,
wholly owned  subsidiaries  of the  Company,  and ISP*F  International  Software
Partners France ("ISP*F"), a majority-owned company located in Paris, France and
Logicsoft Holding BV, a recently acquired and wholly-owned subsidiary located in
Amsterdam, the Netherlands. Wholesale operations include distribution to dealers
and large resellers through Lifeboat  Distribution Inc. in the U.S. and Lifeboat
Associates Italia Srl ("Lifeboat  Italy") in Milan,  Italy, also subsidiaries of
the Company.

                  The Company was founded in 1982 as a  wholesaler  and reseller
of educational software. In June 1986, the Company acquired Lifeboat Associates,
a wholesale  distributor  and  publisher of software  founded in 1976.  Later in
1986,  Programmer's Paradise was started by the Company as a catalog marketer of
technical  software.  In 1988,  the Company  acquired  Corsoft Inc.; a corporate
reseller   founded  in  1983,  and  combined  it  with  the  operations  of  the
Programmer's  Paradise  catalog  and  Lifeboat  Associates,  both of which  were
involved in the marketing of technical software for microcomputers. In May 1995,
the Company  changed its name from  "Voyager  Software  Corp." to  "Programmer's
Paradise Inc.".  In July 1995, the Company  completed an initial public offering
of its common stock. In June 1996, the Company acquired substantially all of the
assets  of  The  Software  Developer's  Company,   Inc.  ("SDC")  including  The
Programmer's Supershop catalog, its largest domestic competitor.

                  The  Company  began  European-based  operations  in the  first
quarter of 1993,  when it acquired a controlling  interest in Lifeboat  Italy, a
long-standing  software  distributor  in Italy.  In January and April 1994,  the
Company  purchased the remaining  ownership  interest in Lifeboat Italy. In June
1994,  the  Company  acquired  a 90%  controlling  interest  in  ISP*D,  a large
software-only  dealer and a leading  independent  supplier of  Microsoft  Select
licenses  and other  software to many large German and  Austrian  companies.  In
January 1995,  the remaining 10% interest in ISP*D was purchased by the Company.
In late 1994, the Company organized a subsidiary in the United Kingdom to engage
in catalog operations.  In December 1995, the Company acquired  Systematika Ltd.
("System  Science"),  a leading  reseller  of  technical  software in the United
Kingdom and the  publisher of the popular  System  Science  catalog.  In January
1996,  the  Company  formed  ISP*F  International  Software  Partners  France SA
("ISP*F"),  as a full service corporate reseller of PC software,  based in Paris
and majority-owned by Programmer's  Paradise France SARL. In September 1997, the
Company announced that it had acquired  Logicsoft Holding BV ("Logicsoft"),  the
parent company of Logicsoft Europe BV, the predominate Large Account Reseller in
the Benelux territory.  The Company is using its European-based  operations as a
platform for pan-European  business  development,  including the distribution of
local versions of its catalogs.

                                     Page 7

<PAGE>



RESULTS OF OPERATIONS

                  The  following  table  sets  forth for the  periods  indicated
certain financial information derived from the Company's  consolidated statement
of operations expressed as a percentage of net sales.

<TABLE>
<CAPTION>
                                                                             Three months ended
                                                                                  March 31,
                                                                                  ---------
                                                                            1998          1997
                                                                            ----          ----
<S>                                                                        <C>           <C>   
Net Sales                                                                  100.0%        100.0%
Cost of Sales                                                               87.8          84.9
                                                                         -------       -------
Gross Profit                                                                12.2          15.1
Selling, general and administrative expenses                                 9.3          10.7
Amortization expense                                                         0.4           0.6
                                                                         -------       -------
Income from operations                                                       2.5           3.8
Interest income (expense), net                                               0.1           0.1
Unrealized foreign exchange gain (loss)                                     (0.1)         (0.2)
                                                                         -------       -------
Income before income taxes                                                   2.5           3.7
Income taxes                                                                (1.1)         (1.4)
                                                                         -------       -------
Net income                                                                   1.4%          2.3%
                                                                         -------       -------
</TABLE>

NET SALES

                  Net sales of the  Company  represents  the gross  consolidated
revenue of the Company less  returns.  Although net sales  consist  primarily of
sales of software,  revenue from  marketing  services  and  advertising  is also
included  within net  sales.  Net sales for the  quarter  ended  March 31,  1998
increased by $14,253,000, or 36.6%, to $53,193,000, over the quarter ended March
31, 1997.

                  The increase in net sales for the three months ended March 31,
1998 as compared to the same period in 1997 primarily reflects the growth of the
Company's corporate reseller businesses, as well as growth through acquisitions,
partially offset by reduced catalog  revenues.  Consolidated  reseller  revenues
increased by 104% or $17.0 million for the first quarter of 1998, primarily as a
result of market  share gains in both France and  Germany,  compared to the same
period  in 1997,  as well as the  effect  of the  acquisition  of  Logicsoft  in
September 1997.  Reseller revenues within Germany increased by approximately 45%
over 1997 while reseller revenues in France increased by 46% over 1997.  Catalog
revenues  decreased  14.0% or $2.6  million  for the first  quarter  of 1998 due
primarily to the impact from the Microsoft Developer Days event that occurred in
1997,  and a lower  response  rate from The  Programmer's  Supershop  catalog as
compared  to the  prior  year.  Additionally,  the  first  quarter  of 1998  was
relatively void of any new product rollouts.

                  Geographically, approximately 69% and 52% of the revenues were
derived from the European  operations  for the three months ended March 31, 1998
and 1997, respectively.

                                     Page 8

<PAGE>



GROSS PROFIT

                  Gross profit  represents the difference  between net sales and
costs of sales.  Cost of sales is  composed  primarily  of  amounts  paid by the
Company to  publishers  and vendors  plus catalog  printing  and mailing  costs.
Publisher  and  vendor  rebates  are  credited  against  cost of sales.  For the
three-month  period ended March 31, 1998,  gross profit as a percentage of sales
decreased by 2.9% over the same periods in 1997 reflecting a shift in the mix of
sales through the Company's distribution channels as a result of the substantial
increase in lower margin corporate resales, primarily Microsoft Select licensing
sales.  The  acquisition  of Logicsoft was a  significant  factor in the overall
shift of the lower margin, revenue mix. Gross profit in absolute dollars for the
three-month  period ended March 31, 1998 increased by $611,000 over the previous
year,  which  reflects the strength of the  corporate  reseller  business in the
quarter.

                  Gross  margins have been  affected by the mix of products sold
and the mix of distribution channels.  Historically,  the gross margins attained
in the catalog  channel have been higher than either the  corporate  reseller or
distribution  channels.  Margins within the corporate  reseller channel are also
subject to mix variations as Microsoft  Select License sales  typically  produce
lower  gross  margin   results.   In  1998,   catalog   operations   contributed
approximately  30% of revenue and  approximately  46% of gross margin dollars as
compared with approximately 48% of revenue and approximately 65% of gross margin
dollars in 1997. Corporate reseller operations contributed  approximately 63% of
revenue  and  approximately  46%  of  gross  margin  dollars  as  compared  with
approximately  42% of revenue and  approximately  24% of gross margin dollars in
1997.  The  distribution  channel  contributed  approximately  7% of revenue and
approximately 8% of gross margin dollars as compared with  approximately  10% of
revenue and approximately 11% of gross margin dollars in 1997.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

                  Selling,  general and administrative ("SG&A") expenses include
all  corporate   personnel  costs  (including  salaries  and  health  benefits),
depreciation    and    amortization,    non-personnel-related    marketing   and
administrative  costs and the provision for doubtful accounts.  Depreciation and
amortization   consists  primarily  of  equipment   depreciation  and  leasehold
improvements.  SG&A  expenses  have  decreased as a percentage  of revenues from
10.7% for the three  months  ended 1997 to 9.3% for the three months ended March
31, 1998. The decrease in SG&A as a percentage of revenues reflect the economies
of  scale   associated   with  the  increase  in  revenues  from  the  Logicsoft
acquisition,  as well as the  increase in revenue  from the  corporate  reseller
channel. In absolute dollars,  SG&A expenses increased by $747,000 for the three
months  ended  March 31, 1998 when  compared  to the same  period in 1997.  This
increase reflects the costs associated with the Canadian operations,  started in
August 1997 and the acquisition of Logicsoft in September 1997.

                  Geographically,  the North  America  operation  of the Company
accounted for approximately 41% and 54% of total SG&A expenditures for the three
months ended March 31, 1998 and 1997, respectively, while the European operation
accounted for approximately 59% and 46% of total SG&A expenditures for the three
months ended March 31, 1998 and 1997, respectively.

                                     Page 9

<PAGE>


AMORTIZATION EXPENSE

                  Amortization  expense  includes  the  systematic  write-off of
goodwill.  Amortization  expense  for the three  months  ended  March  31,  1998
increased  by $19,000 as  compared  to the same  period in 1997.  This  increase
reflects  the  amortization  of the excess of the  purchase  price over the fair
value  of the  net  assets  acquired  in  connection  with  the  acquisition  of
Logicsoft.  In connection  with the  acquisition  of Logicsoft  during 1997, the
Company  recognized  approximately  $2.4  million  in  goodwill,  which is being
amortized over a fifteen-year period.

INTEREST INCOME AND EXPENSE

                  Net interest income  increased by $43,000 for the three months
March 31, 1998 as compared to the same period in 1997,  primarily reflecting the
April 1997  liquidation of the Company's  long-term debt of  approximately  $1.3
million  associated  with  the  acquisition  of  Systematika  Ltd.,  as  well as
incremental net interest income recognized by Logicsoft.

INCOME TAXES

                  Provision  for income tax was  $603,000  for the three  months
ended March 31,  1998,  compared to $566,000  for the same period in 1997.  This
primarily  reflects higher statutory rates in Germany,  as well as the impact of
certain subsidiary losses, which are not being sheltered by tax benefits.

NET INCOME

                  Net income was  $760,000 or $.14 per share on a diluted  basis
with approximately  5,293,000 weighted average common shares outstanding for the
quarter ended March 31, 1998 compared to $885,000 or $.17 per share on a diluted
basis with  approximately  5,271,000  weighted average common shares outstanding
for the same period of the previous year.

LIQUIDITY AND CAPITAL RESOURCES

                  The  Company's  primary  capital  needs  have been to fund the
working  capital   requirements   created  by  its  sales  growth  and  to  make
acquisitions.  The Company had cash and cash equivalents of approximately  $15.6
million at March 31, 1998.

                  Net cash used for operations was approximately  $4,316,000 for
the three months ended March 31, 1998 compared with  $5,438,000 of cash provided
by operating  activities in the same period of the previous  year. For the first
three months of 1998,  cash flow was  primarily  used for a decrease in accounts
payable  (approximately $8.2 million),  specifically amounts due to Microsoft by
ISP*D  under the  Microsoft  Select  License  program as well as an  increase in
inventory  (approximately  $0.4  million),  offset  by a  decrease  in  accounts
receivable  (approximately  $4.5  million).  For 1997,  cash flow was  primarily
provided by a decrease in accounts  receivable  (approximately  $8.2 million) as
well as an increase in net  earnings  for the current year period as compared to
the same  period in the prior year,  offset by a decrease  in  accounts  payable
(approximately  $3.5  million),  specifically  amounts due to Microsoft by ISP*D
under the Microsoft Select License program.

                                     Page 10

<PAGE>



                  Domestically, the Company has a secured, demand revolving line
of credit,  pursuant to which the Company may borrow up to $7.5 million  under a
committed  line of credit with  interest  at either the prime rate or  Euro-rate
plus 200 basis points.  The new credit facility  expires on June 30, 1999 and is
secured by all of the domestic  assets of the Company and 65% of the outstanding
stock of the foreign  subsidiaries and contains  certain  covenants that require
the  Company  to  maintain a minimum  level of  tangible  net worth and  working
capital. There were no amounts outstanding under the line at March 31, 1998.

                  In  connection  with the  Logicsoft  acquisition,  the Company
secured  a  five-year  term loan in the US$  equivalent  of  approximately  $3.0
million.  The term loan bears  interest at 6.17% and  principal and interest are
payable  quarterly.  The  loan is  payable  in  Netherland  guilders  and has an
outstanding  balance at March 31, 1998 of $2,591,681 (DFL  5,400,000),  of which
$575,929  (DFL  1,200,000)  is  classified  as  current  notes  payable  in  the
accompanying  consolidated balance sheet. The term loan is secured by all of the
domestic assets of the Company and 65% of the  outstanding  stock of the foreign
subsidiaries

                  The Company  maintains  a secured,  demand  revolving  line of
credit  for  its  German  subsidiary,   pursuant  to  which  it  may  borrow  in
deutschmarks  up to DM 1,500,000 (the  equivalent of  approximately  $811,000 at
March 31, 1998), based upon its eligible accounts receivable and inventory and a
limited  guarantee  by  the  Company  of up to DM  300,000  (the  equivalent  of
approximately  $162,000 at March 31,  1998).  At March 31,  1998,  there were no
amounts outstanding under the line.

                  The Company's Italian  subsidiary,  Lifeboat Italy,  maintains
banking arrangements with several Italian banks, pursuant to which it may borrow
in lire on an unsecured,  demand basis to finance working capital  requirements,
through  credit  and  overdrafting  privileges,  as  well  as  receivables-based
advances.  The aggregate credit and overdrafting  limits of such arrangements at
March 31, 1998 was Lit  3,300,000,000  (the  equivalent  of  approximately  $1.8
million at March 31, 1998). At March 31, 1998, there were no amounts outstanding
under these lines.

                  The Company's subsidiary in France, ISP*F,  maintains a demand
revolving  line of credit  pursuant  to which it may borrow up to FRF  5,000,000
(the equivalent of approximately  $807,000 at March 31, 1998), and is secured by
its accounts  receivable and inventory and a FRF 3,000,000 letter of credit.  At
March 31, 1998,  approximately  FRF 1,245,000 (the  equivalent of  approximately
$201,000) of the line of credit was utilized, bearing interest at 6.50%.

                  The  Company's  subsidiary  in  the  Netherlands,   Logicsoft,
maintains a demand  revolving line of credit  pursuant to which it may borrow in
guilders up to DFL  2,500,000  (the  equivalent of  approximately  $1,200,000 at
March 31, 1998),  and is secured by its accounts  receivable and  inventory.  At
March 31, 1998, there were no amounts outstanding under the line.

                                     Page 11

<PAGE>



                           PART II - OTHER INFORMATION

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

         (a)  Exhibit 27 - Financial Data Schedule














                                     Page 12

<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.

                                   PROGRAMMER'S PARADISE, INC.



        May 15, 1998               By: /s/ John  P. Broderick
- - ---------------------------            -----------------------------------------
          Date                     John P. Broderick, Chief Financial Officer,
                                   Vice President of Finance and duly authorized
                                   officer



















                                     Page 13

<PAGE>



                                  EXHIBIT INDEX

         Exhibit
         Number               Description of Exhibits                Page No.
         ------               -----------------------                --------
           27                 Financial Data Schedule                   15









































                                     Page 14


<TABLE> <S> <C>


<ARTICLE>                     5
<LEGEND>
     This schedule  contains summary  financial  information  extracted from the
     Company's  Consolidated  Balance  Sheet  at  March  31,  1998  and 1997 and
     Consolidated  Statement  of Income and  Comprehensive  Income for the three
     months  ended March 31, 1998 and 1997,  and is qualified in its entirety by
     reference to such financial statements.
</LEGEND>
<MULTIPLIER>                                         1
<CURRENCY>                                U.S. DOLLARS
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1998
<PERIOD-START>                             JAN-01-1998
<PERIOD-END>                               MAR-31-1998
<EXCHANGE-RATE>                                  1.000
<CASH>                                          15,559
<SECURITIES>                                         0
<RECEIVABLES>                                   34,869
<ALLOWANCES>                                       751
<INVENTORY>                                      5,036
<CURRENT-ASSETS>                                59,731
<PP&E>                                           5,365
<DEPRECIATION>                                   3,327
<TOTAL-ASSETS>                                  77,630
<CURRENT-LIABILITIES>                           42,532
<BONDS>                                              0
                                0
                                          0
<COMMON>                                            48
<OTHER-SE>                                      32,920
<TOTAL-LIABILITY-AND-EQUITY>                    77,630
<SALES>                                         53,193
<TOTAL-REVENUES>                                53,193
<CGS>                                           46,679
<TOTAL-COSTS>                                   51,854
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                   (74)
<INTEREST-EXPENSE>                                  78
<INCOME-PRETAX>                                  1,363
<INCOME-TAX>                                       603
<INCOME-CONTINUING>                                760
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                       760
<EPS-PRIMARY>                                     0.16
<EPS-DILUTED>                                     0.14
        

</TABLE>

<TABLE> <S> <C>


<ARTICLE>                     5
<LEGEND>
     This schedule  contains summary  financial  information  extracted from the
     Company's  Consolidated  Balance  Sheet  at  March  31,  1998  and 1997 and
     Consolidated  Statement  of Income and  Comprehensive  Income for the three
     months  ended March 31, 1998 and 1997,  and is qualified in its entirety by
     reference to such financial statements.
</LEGEND>
<MULTIPLIER>                                         1
<CURRENCY>                                 U.S. DOLLARS
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-START>                             JAN-01-1997
<PERIOD-END>                               MAR-31-1997
<EXCHANGE-RATE>                                  1.000
<CASH>                                          21,117
<SECURITIES>                                         0
<RECEIVABLES>                                   19,592
<ALLOWANCES>                                       986
<INVENTORY>                                      4,711
<CURRENT-ASSETS>                                48,169
<PP&E>                                           3,279
<DEPRECIATION>                                   1,654
<TOTAL-ASSETS>                                  65,553
<CURRENT-LIABILITIES>                           35,030
<BONDS>                                              0
                                0
                                          0
<COMMON>                                            48
<OTHER-SE>                                      29,392
<TOTAL-LIABILITY-AND-EQUITY>                    65,553
<SALES>                                         38,940
<TOTAL-REVENUES>                                38,940
<CGS>                                           33,037
<TOTAL-COSTS>                                   37,446
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     3
<INTEREST-EXPENSE>                                  35
<INCOME-PRETAX>                                  1,451
<INCOME-TAX>                                       566
<INCOME-CONTINUING>                                885
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                       885
<EPS-PRIMARY>                                     0.18
<EPS-DILUTED>                                     0.17
        

</TABLE>


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