PROGRAMMERS PARADISE INC
10-Q, 1999-05-13
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, 1999

[ ] 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)

1157 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 5,148,186 outstanding shares of Common Stock, par value $.01
per share, as of April 30, 1999.

                                     Page 1

Exhibit index is on page 14.

<PAGE>

                           PROGRAMMER'S PARADISE, INC.

                               Index to Form 10-Q


<TABLE>
<CAPTION>

                                                                                                 Page No.
                                                                                                 --------
<S>                                                                                               <C>
PART I -- FINANCIAL INFORMATION

         Item 1.  Financial Statements

                  Condensed Consolidated Balance Sheets as of March 31, 1999
                  and December 31, 1998                                                                   3

                  Condensed Consolidated Statements of Income and Comprehensive

                  Income for the Three Months Ended March 31, 1999 and 1998                               4

                  Condensed Consolidated Statements of Cash Flows for the Three Months

                  Ended March 31, 1999 and 1998                                                           5

                  Notes to Condensed Consolidated Financial Statements                                    6

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

                  and Results of Operations.                                                              7

         Item 3.  Quantitative and Qualitative Disclosures About Market Risk                             12


PART II -- OTHER INFORMATION

         Item 1.           Legal Proceedings                                                             13

         Item 6.   Exhibits and Reports on Form 8-K

                               (a)   Exhibit 27 - Financial Data Schedule                                14


</TABLE>


                                     Page 2

<PAGE>

                                        PART I - FINANCIAL INFORMATION

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

                                     ASSETS
<TABLE>
<CAPTION>

                                                                         March 31,          December 31,
                                                                            1999                1998
                                                                            ----                ----
                                                                        (Unaudited)           (Audited)
<S>                                                                     <C>                   <C>
Current Assets
  Cash and cash equivalents                                             $  12,651             $  21,167
  Accounts receivable                                                      41,952                53,002
  Inventory                                                                 4,813                 5,335
  Prepaid expenses and other current assets                                 4,163                 2,925
  Deferred income taxes                                                     2,757                 1,988
                                                                        ---------             ---------
Total current assets                                                       66,336                84,417

Equipment and leasehold improvements                                        2,376                 2,317
Goodwill                                                                   15,310                15,595
Other assets                                                                1,247                 1,286
Deferred income taxes                                                       1,060                 1,262
                                                                        ---------             ---------
                                                                        $  86,329             $ 104,877
                                                                        =========             =========
</TABLE>


                                     LIABILITIES AND STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
<S>                                                                     <C>                   <C>
Current Liabilities
  Notes payable to banks                                                $     602             $     674
  Accounts payable and accrued expenses                                    40,537                58,064
  Other current liabilities                                                 5,394                 7,993
                                                                        ---------             ---------
Total current liabilities                                                  46,533                66,731

Other liabilities                                                               0                   144
Notes payable - Long-term                                                   1,468                 1,761

Stockholders' equity
  Common stock                                                                 52                    50
  Additional paid-in capital                                               35,675                33,952
  Retained earnings                                                         4,173                 3,186
  Treasury stock                                                             (140)                 (219)
  Cumulative foreign currency translation adjustment                       (1,432)                 (728)
                                                                        ---------             ---------
Total stockholders' equity                                                 38,328                36,241
                                                                        ---------             ---------
                                                                        $  86,329             $ 104,877
                                                                        =========             =========

</TABLE>


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



                                     Page 3

<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,
                                                                              ---------
                                                                         1999             1998
                                                                         ----             ----
<S>                                                                   <C>              <C>
Net sales                                                             $ 57,368         $ 53,193

Cost of sales                                                           50,606           46,679
                                                                      --------         --------
Gross profit                                                             6,762            6,514

Selling, general and administrative expenses                             5,158            4,930
Amortization expense                                                       285              245
                                                                      --------         --------
Income from operations                                                   1,319            1,339

Interest income, net                                                        64               78

Unrealized foreign exchange loss                                           208              (54)
                                                                      --------         --------

Income before income taxes                                               1,591            1,363

Provision for taxes                                                        604              603
                                                                      --------         --------

Net income                                                            $    987         $    760
                                                                      --------         --------

Net income per common share-Basic                                         $.20             $.16
                                                                          ----             ----

Net income per common share-Diluted                                       $.18             $.14
                                                                          ----             ----

Weighted average common shares outstanding-Basic                         4,991            4,790
                                                                         -----            -----

Weighted average common shares outstanding-Diluted                       5,487            5,293
                                                                         -----            -----

Reconciliation of Net Income to Comprehensive Income:

Net Income                                                            $    987         $    760
                                                                      --------         --------
Other comprehensive income, net of tax:
      Foreign currency translation adjustments                            (437)             (86)
                                                                      --------         --------
Comprehensive Income                                                  $    550         $    674
                                                                      ========         ========
</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,
                                                                                   ---------
                                                                               1999           1998
                                                                               ----           ----
<S>                                                                          <C>              <C>
Cash provided by (used for)

Operations:
  Net income                                                                $    987         $    760
  Adjustments for non cash charges                                               598              416
  Changes in assets and liabilities                                          (11,229)          (5,492)
                                                                            --------         --------
Net cash used for operations                                                  (9,644)          (4,316)
                                                                            --------         --------


Investing:
  Capital expenditures                                                          (307)            (392)
                                                                            --------         --------
Net cash used for investing                                                     (307)            (392)
                                                                            --------         --------

Financing:
  Net proceeds from issuance of common stock/ increase in
  additional paid in capital                                                   1,723               82
  Purchase of treasury stock                                                      79                0
  Repayments under lines of credit                                              (366)            (386)
                                                                            --------         --------
Net cash provided by (used for) financing activities                           1,436             (304)
                                                                            --------         --------

Increase (decrease) in cash                                                 $ (8,515)        $ (5,012)

</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, 1999

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 months ended March 31, 1999,  are not  necessarily  indicative of
     the results that may be expected for the year ended  December 31, 1999. 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, 1998.

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  1998,  the  FASB  issued  SFAS  133,  "Accounting  for  Derivative
     Instruments and Hedging  Activities." This Statement  requires companies to
     record derivatives on the balance sheet as assets or liabilities,  measured
     at fair  value.  Gains or losses  resulting  from  changes in the values of
     those  derivatives  would  be  accounted  for  depending  on the use of the
     derivative and whether it qualifies for hedge accounting.  SFAS 133 will be
     effective  for  the  Company's   fiscal  year  ending  December  31,  2000.
     Management  believes that this Statement will not have a significant impact
     on the Company.




                                     Page 6

<PAGE>

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

OVERVIEW

     Programmer's  Paradise,  Inc.  is a  recognized  international  marketer of
software   targeting  the  software   development  and  Information   Technology
professionals within enterprise organizations. The Company operates principally,
through  five  distribution  channels  in North  America  and Europe - Internet,
catalog, direct sales, telemarketing, and wholesale distribution. Internet sales
encompass the Company's  international  web sites.  Catalog  operations  include
worldwide  catalog sales,  advertising and publishing.  Direct sales  operations
include  Programmer's  Paradise  Corporate  Sales in the  United  States,  ISP*D
International  Software  Partners GmbH ("ISP*D"),  a wholly owned  subsidiary in
Munich,  Germany,  ISP*F International  Software Partners France SA ("ISP*F"), a
majority  owned  subsidiary  in  Paris,   France,   and  Logicsoft   Holding  BV
("Logicsoft"),  a wholly owned subsidiary located in Amsterdam, The Netherlands.
Telemarketing  operations are presently conducted in the United States,  Germany
and the United Kingdom. Wholesale operations include distribution to dealers and
large  resellers  through  Lifeboat  Distribution  Inc. in the United States and
Lifeboat  Associates  Italia  Srl  ("Lifeboat  Italy")  in  Milan,  Italy,  also
subsidiaries  of  the  Company.  Website  addresses  are  www.pparadise.com  and
www.supershops.com.  Information  contained  on our web sites is not, and should
not be deemed to be, a part of this report.

     The  Company's  strategic  focus is to  expand  its  catalog  and  Internet
activities  while  solidifying  its  position as the  predominant  direct  sales
company  for  corporate  desktop  application  software.  A key  element of that
strategy  is  to  build  upon  its   distinctive   catalogs  -  the  established
Programmer's Paradise catalog, directed at independent professional programmers,
and its  Programmer's  Supershop  catalog,  directed at  Information  Technology
professionals  working in large  corporations,  and to utilize  the  catalogs as
banner  advertising  for  developing  its internet  traffic as well as being the
initial conduit to developing its telemarketing channel. The Company's focus for
direct  sales is to expand  revenues and income by  assisting  companies  manage
their IT expenditures, a value-added selling approach.

     International  expansion  has  been  an  integral  part  of  the  Company's
strategy.  The Company began  European-based  operations in the first quarter of
1993 when it acquired a controlling  interest in Lifeboat Associates Italia Srl,
a  long-standing  software  wholesale  distributor  in Italy with an orientation
towards  technical  software.  In June 1994, the Company  acquired a controlling
interest in ISP*D  International  Software Partners GmbH, 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  and in December  1995,  the Company  acquired  Systematika  Ltd.,  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, as a full service corporate reseller
of PC  software,  based in Paris and  majority  owned by  Programmer's  Paradise
France SARL. In August 1997, the Company formed  Programmer's  Paradise,  Canada
Inc. located in Mississauga,  Ontario,  to serve the growing developer market in
Canada. In September 1997, the Company acquired Logicsoft Holding BV, the parent
company of Logicsoft Europe BV, the largest software-only  corporate reseller of
PC software in The Netherlands. The Company estimates that it now holds the lead
position in over 40% of the European software market.

                                     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,
                                                                          ---------
                                                                      1999          1998
                                                                      ----          ----

<S>                                                                  <C>             <C>   
Net Sales                                                            100.0%          100.0%
Cost of Sales                                                         88.2            87.8
                                                                     -----           ----- 
Gross Profit                                                          11.8            12.2
Selling, general and administrative expenses                           9.0             9.3
Amortization expense                                                   0.5             0.4
                                                                     -----           ----- 
Income from operations                                                 2.3             2.5
Interest income (expense), net                                         0.1             0.1
Unrealized foreign exchange gain (loss)                                0.4            (0.1)
                                                                     -----           ----- 
Income before income taxes                                             2.8             2.5
Income taxes                                                          (1.1)           (1.1)
                                                                     -----           ----- 
Net income                                                             1.7%            1.4%
                                                                     -----           ----- 
</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, 1999 increased by $4.2 million
or 8%, to $57.4 million,  over the same period in 1998. This increase  primarily
reflects the growth of the  Company's  Direct Sales  channel and a  considerable
increase in the Internet channel, partially offset by reduced catalog revenues.

     Consolidated  Internet sales revenues increased by 280% or $1.5 million for
the three months ended March 31, 1999 compared to the same period in 1998.  This
increase was  primarily  due to the newly  enhanced and expanded  websites,  the
creation of on-line  specialty  stores and a dramatic  expansion in both product
offerings and product content.  Specifically,  the number of SKUs offered on the
web sites was increased  from  approximately  3,000 to more than 40,000.  Direct
sales revenues  increased by 9% or $3.1 million for the three months ended March
31, 1999 compared to the same period in 1998. Sales were particularly  strong in
France,  The  Netherlands  and the United  States.  Revenue growth in the US and
France  represents   increases  in  market  share  while  the  increase  in  The
Netherlands is attributable to execution of the  relationship  selling  approach
with  existing  customers.  Revenues from the German  operations  were less than
anticipated  as several large  licensing  contracts  were deferred to the second
quarter.Consolidated  Catalog and  Telemarketing  revenues  decreased 6% or $0.9
million for the three months ended March 31, 1999  primarily due to the shift in
business from the traditional catalogs to the Internet channel. Revenues for the
Distribution  channel  increased  12% or $0.5 million for the three months ended
March 31,  1999  primarily  due to new  distribution  agreements  in the  United
States.

                                     Page 8

<PAGE>

     Geographically, approximately 67% and 69% of the revenues were derived from
the  European  operations  for the three  months  ended March 31, 1999 and 1998,
respectively.

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, 1999,  gross profit as a percentage of sales decreased from 12.2
to 11.8% over the same  period in 1998,  reflecting  a shift in the mix of sales
through  the  Company's  distribution  channels  as a result of the  substantial
increase in lower margin  direct sales,  primarily  Microsoft  Select  licensing
sales.  Gross profit in absolute dollars for the three-month  period ended March
31, 1999  increased  by $248,000  over the  previous  year,  which  reflects the
strength of the direct sales channel 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 direct sales or distribution  channels.
Margins  within the direct sales  channel are also subject to mix  variations as
Microsoft Select License sales typically produce lower gross margin results. The
emergence of the Internet as a viable commerce channel has caused the Company to
experience  competitive  margin  pressures.  The Company  anticipates  that this
margin pressure will continue for the next few quarters.

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 as a percentage  of revenues  decreased by 0.3% for the three
months ended March 31, 1999  compared to the same period in 1998.  SG&A expenses
in absolute dollars for the three-month period ended March 31, 1999 increased by
$228,000 when compared to the same period in 1998. This increase mainly reflects
the  additional  infrastructure  in the form of personnel  related  costs as the
Company moves into the e-commerce arena and expands its European operations.

     Geographically,  the North America  operation of the Company  accounted for
approximately  37% and 41% of total SG&A  expenditure for the three months ended
March 31, 1999 and 1998,  respectively,  while the European operation  accounted
for  approximately  63% and 59% for the three  months  ended  March 31, 1999 and
1998, respectively.

                                     Page 9

<PAGE>

AMORTIZATION EXPENSE

     Amortization   expense  includes  the  systematic  write-off  of  goodwill.
Amortization  expense for the three  months  ended March 31, 1999  increased  by
$40,000 as compared  to the same  period in 1998.  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.  The purchase
contract  with  Logicsoft  Holding BV included an  "earn-out"  feature  based on
results of operations  for the fiscal year ended December 31, 1998. As a result,
the Company has recorded an additional  $2.2 million as goodwill at December 31,
1998,which is being amortized over a fifteen-year period.

UNREALIZED FOREIGN EXCHANGE GAIN (LOSS)

     Unrealized  foreign exchange gain for the three months ended March 31, 1999
was $208,000  compared to a unrealized  foreign  exchange loss of $54,000 in the
same period in 1998. The unrealized  profit in the first three months of 1999 is
primarily due to the continuing rise of the US$ against the EURO as from January
1, 1999 to March 31, 1999.  The Company does not hedge its net asset exposure to
fluctuations in the U.S. Dollar against any such local currency  exchange rates.
Although the Company does maintain  bank accounts in local  currencies to reduce
currency exchange fluctuations,  the Company is, nevertheless,  subject to risks
associated with such fluctuations.

INCOME TAXES

     Provision  for income tax was $604,000 for the three months ended March 31,
1999,  compared to  $603,000  for the same period in 1998.  As a  percentage  of
income before taxes the  provision for income tax decreased  from 44% in 1998 to
38% in 1999.  The  fluctuations  in the Company's  effective tax rate  primarily
reflect the impact of its international operations.

NET INCOME

     Net  income  was  $987,000  or $.18  per  share  on a  diluted  basis  with
approximately  5,487,000  weighted  average  common shares  outstanding  for the
quarter ended March 31, 1999 compared to $760,000 or $.14 per share on a diluted
basis with  approximately  5,293,000  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 $12.7 million and net working capital of $19.8
million at March 31, 1999.

     Net cash used for  operations  was $9.6  million for the three months ended
March 31, 1999 compared with $4.3 million of cash used for operating  activities
in the same period of the previous year. Cash was primarily used for a reduction
in accounts payable and other liabilities  (approximately $20.1 million), offset
by a reduction in accounts receivable ( approximately $11.0 million ) as well as
net earnings for the period. 

     Net cash  provided by financing was $1.4 million for the three months ended
March 31, 1999 compared  with $304,000 of cash used for financing  activities in
the same period of the  previous  year.  This  increase  primarily  reflects the
result of favorable  permanent tax differences due to stock options exercised in
the first quarter of 1999.

                                     Page 10

<PAGE>

     Domestically,  the  Company  has a  committed  line of credit  whereby  the
Company can borrow up to $7.5 million with  interest at either the prime rate or
Euro rate plus 200 basis  points.  The facility  expires on June 30, 1999 and is
secured by all 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. At March 31, 1999, there were no amounts outstanding under the line.

     During 1997,  the Company  entered into a five-year  term loan agreement in
the US$  equivalent  of $3.0  million  bearing  interest  at 6.17%.  The loan is
denominated  in Dutch  Guilders  and is secured by the assets of the Company and
65% of the  stock  of  foreign  subsidiaries.  At  March  31,  1999,  there  was
approximately $2 million outstanding under this facility.

     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  $820,000 at March 31, 1999),  based
upon its eligible accounts receivable and eligible  inventory,  and the creditor
is  entitled to the  benefit of a limited  guarantee  by the Company of up to DM
300,000 (the equivalent of  approximately  $160,000 at March 31, 1999). The line
bears interest at 8.25%.  At March 31, 1999,  there were no amounts  outstanding
under this line.

     In Italy,  Lifeboat  Italy has 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
overdraft limits of such  arrangements at March 31, 1999 were  approximately Lit
2,800,000,000  (the equivalent of approximately $1.5 million at March 31, 1999).
The  unsecured  borrowings  bear  interest at market rates ranging from 6.25% to
9.00%. At March 31, 1999 there were no amounts outstanding under this line.

     The  Company's  subsidiary  in  The  Netherlands,   Logicsoft  Europe,  BV,
maintains a demand  revolving line of credit  pursuant to which it may borrow in
guilders up to DFL 2.5 million (the equivalent of approximately  $1.2 million at
March 31, 1999),  and is secured by its accounts  receivable and inventory.  The
line bears interest at 5.875%. At March 31, 1999 approximately  $600,000 of this
credit facility was used.

     In France,  ISP*F  maintains a demand  revolving line of credit pursuant to
which it may  borrow up to FRF 3.0  million  (the  equivalent  of  approximately
$490,000  at March 31,  1999),  and is secured by its  accounts  receivable  and
inventory and a FRF 3.0 million letter of credit.  At March 31, 1999, there were
no amounts outstanding under this line.

CERTAIN FACTORS AFFECTING OPERATING RESULTS

     Certain statements contained in, or incorporated by reference in, this Form
10-Q are forward-looking in nature. Such statements can be identified by the use
of forward-looking  terminology such as "believes",  "expects",  "may",  "will",
"should" or "anticipates" or the negative thereof or comparable terminology,  or
by  discussions of strategy.  The Company wishes to ensure that such  statements
are  accompanied  by meaningful  cautionary  statements,  so as to ensure to the
fullest extent  possible the  protections of the safe harbor  established in the
Private Securities Litigation Reform Act of 1995.  Accordingly,  such statements
are  qualified  in their  entirety by reference  to and are  accompanied  by the
following  discussion  of certain  important  factors  that could  cause  actual
results  to differ  materially  from  those  projected  in such  forward-looking
statements. The Company cautions the reader that this list of factors may not be
exhaustive.

     The Company operates in a rapidly changing  business,  and new risk factors
emerge from time to time.  Management cannot predict every risk factor,  nor can
it assess the impact, if any, of all such risk factors on the Company's business
or the extent to which any factor,  or combination of factors,  may cause actual
results  to  differ  materially  from  those  projected  in any  forward-looking
statements. Accordingly, forward-looking statements should not be relied upon as
a prediction of actual results.

                                     Page 11

<PAGE>

YEAR 2000 COMPLIANCE

     The Company believes that its present IT system is Year 2000 compliant. The
Company has also conducted an investigation and received  certification from its
major suppliers that they are fully Y2K compliant.

     The  Company  is  continuing  to  conduct  a review  of key  publishers  to
determine  whether  their  software  products meet Year 2000  requirements.  The
Company has  continued  to post updated  information  on Y2K  compliance  on its
websites.  In the event that the Company's  key  publishers  cannot  provide the
Company with  software  products  that meet Year 2000  requirements  on a timely
basis, or if customers  delay or forego software  purchases based upon Year 2000
related issues,  the Company's  operating results could be materially  adversely
affected.  In  general,  as a reseller of software  products,  the Company  only
passes  through  to  its  customers  the  applicable  vendor's  warranties.  The
Company's operating results could be materially adversely affected,  however, if
it were held liable for the failure of software  products  resold by the Company
to be Year 2000 compliant despite its disclaimer of software product warranties.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

FOREIGN OPERATIONS

     In addition to its  activities in the United  States,  67% of the Company's
sales  for  the  three  month  period  ended  March  31,  1999  were   generated
internationally.  Foreign  operations are subject to general risks  attendant to
the  conduct  of  business  in  each   foreign   country,   including   economic
uncertainties  and each  foreign  government's  regulations.  In  addition,  the
Company's international business may be affected by changes in demand or pricing
resulting from fluctuations in currency exchange rates or other factors.

FOREIGN EXCHANGE

     The  Company's  shipments  to foreign  subsidiaries  are  invoiced  in U.S.
dollars.  As a result, the Company believes its foreign exchange exposure caused
by these  shipments  is  insignificant.  The  Company  is,  however,  exposed to
exchange conversion  differences in translating foreign results of operations to
U.S. dollars.  Depending upon the strengthening or weakening of the U.S. dollar,
these conversion differences could be significant.

     Sales  to  the  customers  in  European  countries  and  borrowings  by the
Company's European subsidiaries are denominated in local currencies. The Company
does not hedge its net asset exposure to fluctuations in the U.S. Dollar against
any such local currency exchange rates.  Although the Company does maintain bank
accounts in local  currencies  to reduce  currency  exchange  fluctuations,  the
Company is, nevertheless, subject to risks associated with such fluctuations.

                                     Page 12

<PAGE>

                           PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The Company is subject to certain legal proceedings and claims which have arisen
in the ordinary  course of business  and which have not been fully  adjudicated.
The results of legal proceedings cannot be predicted with certainty; however, in
the  opinion of  management,  the Company  does not have a  potential  liability
related to any legal  proceedings and claims that would have a material  adverse
effect on its financial condition or results of operations.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

         (a)  Exhibit 27 - Financial Data Schedule

                                     Page 13

<PAGE>

                                   SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

PROGRAMMER'S PARADISE, INC.

      May 12, 1999            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
<TABLE>
<CAPTION>

         Exhibit
         Number                             Description of Exhibits                     Page No.
         ------                             -----------------------                     --------
<S>                                         <C>                                          <C>
             27                             Financial Data Schedule                          15


</TABLE>








                                     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, 1999 and 1998 and Consolidated
Statement  of Income and  Comprehensive  Income for the three months ended March
31,  1998 and is  qualified  in its  entirety  by  reference  to such  financial
statements.
</LEGEND>
<MULTIPLIER>                                  1
<CURRENCY>                                     US DOLLARS
       
<S>                             <C>                    <C>
<PERIOD-TYPE>                     3-MOS                3-MOS
<FISCAL-YEAR-END>                 DEC-31-1999          DEC-31-1998
<PERIOD-START>                    JAN-01-1999          JAN-01-1998   
<PERIOD-END>                      MAR-31-1999          MAR-31-1998
<EXCHANGE-RATE>                          1                  1
<CASH>                              12,651             15,559     
<SECURITIES>                             0                  0     
<RECEIVABLES>                       42,818             34,869     
<ALLOWANCES>                           866                751     
<INVENTORY>                          4,813              5,036     
<CURRENT-ASSETS>                    66,336             59,731     
<PP&E>                               5,246              5,365     
<DEPRECIATION>                       2,870              3,327     
<TOTAL-ASSETS>                      86,329             77,630     
<CURRENT-LIABILITIES>               46,533             42,532     
<BONDS>                                  0                  0     
                    0                  0     
                              0                  0     
<COMMON>                                52                 48     
<OTHER-SE>                          38,276             32,920     
<TOTAL-LIABILITY-AND-EQUITY>        86,329             77,630     
<SALES>                             57,368             53,193     
<TOTAL-REVENUES>                    57,368             53,193     
<CGS>                               50,606             46,679     
<TOTAL-COSTS>                       56,049             51,854     
<OTHER-EXPENSES>                         0                  0     
<LOSS-PROVISION>                        48               (74)     
<INTEREST-EXPENSE>                      64                 78     
<INCOME-PRETAX>                      1,591              1,363     
<INCOME-TAX>                           604                603     
<INCOME-CONTINUING>                    987                760     
<DISCONTINUED>                           0                  0     
<EXTRAORDINARY>                          0                  0     
<CHANGES>                                0                  0     
<NET-INCOME>                           987                760     
<EPS-PRIMARY>                         0.20              0.16     
<EPS-DILUTED>                         0.18              0.14     
                                                                  
                                               

</TABLE>


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