PROGRAMMERS PARADISE INC
10-Q, 2000-05-12
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, 2000

[ ] 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 5,061,497 outstanding shares of Common Stock, par value $.01
per share, as of April 28, 2000.
                                     Page 1

Exhibit index is on page 15.

<PAGE>
<TABLE>
<CAPTION>

                           PROGRAMMER'S PARADISE, INC.

                               Index to Form 10-Q

                                                                                                    Page No.
                                                                                                    --------

PART I -- FINANCIAL INFORMATION
<S>                                                                                                   <C>

         Item 1.  Consolidated Financial Statements

                  Condensed Consolidated Balance Sheets as of March 31, 2000
                  and December 31, 1999                                                                   3

                  Condensed Consolidated Statements of Operations and Comprehensive
                  Income (Loss) for the Three Months Ended March 31, 2000 and 1999                        4

                  Condensed Consolidated Statements of Cash Flows for the Three Months
                  Ended March 31, 2000 and 1999                                                           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                                                      13

                               (a)   Exhibit 27 - Financial Data Schedule                                16


                                     Page 2
</TABLE>


<PAGE>


                         PART I - FINANCIAL INFORMATION

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

<TABLE>

CAPTION>

                                                                         March 31,       December 31,
                                                                            2000                1999
                                                                            ----                ----
                                                                        (Unaudited)         (Audited)
<S>                                                                  <C>                <C>
                                  ASSETS
  Current Assets
    Cash and cash equivalents                                           $    6,844         $   17,597
    Accounts receivable, net                                                37,828             46,316
    Inventory - finished goods                                               5,554              5,620
    Prepaid expenses and other current assets                                3,431              4,468
    Deferred income taxes                                                    1,579              1,713
                                                                        ----------      -------------
  Total current assets                                                      55,236             75,714

  Equipment and leasehold improvements, net                                  2,004              2,135
  Deferred income taxes                                                      2,221              1,860
  Other assets                                                               1,634              1,505
  Goodwill, net                                                             14,306             14,543
                                                                        ----------       ------------
                                                                       $    75,401         $   95,757
                                                                        ==========       ============

                     LIABILITIES AND STOCKHOLDERS' EQUITY

  Current Liabilities
    Notes payable to banks                                             $     1,678         $    2,628
    Accounts payable and accrued expenses                                   33,401             50,383
    Other current liabilities                                                6,247              7,897
                                                                       -----------       ------------
  Total current liabilities                                                41,326             60,908



  Stockholders' equity
    Common stock                                                               53                 53
    Additional paid-in capital                                             35,868             35,872
    Treasury stock                                                         (1,325)            (1,356)
    Retained earnings                                                       1,758              2,457
    Accumulated other comprehensive loss                                   (2,279)            (2,177)
                                                                       ----------       ------------
  Total stockholders' equity                                               34,075             34,849
                                                                       ----------       ------------
                                                                       $   75,401         $   95,757
                                                                      ===========       ============
</TABLE>


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


                                     Page 3
<PAGE>


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

                      (In thousands, except per share data)

<TABLE>
<CAPTION>
                                                                          Three months ended
                                                                               March 31,
                                                                         2000            1999
                                                                         ----            ----

<S>                                                                <C>               <C>
Net sales                                                                $ 52,686      $ 57,368

Cost of sales                                                              47,351        50,606
                                                                         --------      --------
Gross profit                                                                5,335         6,762

Selling, general and administrative expenses                                6,038         5,158
Amortization expense                                                          330           285
                                                                         --------      --------
Income (loss) from operations                                              (1,033)        1,319

Interest income, net                                                            0            64

Unrealized foreign exchange gain (loss)                                       (73)          208
                                                                         --------      --------

Income (loss) before provision (benefit) for income taxes                  (1,106)        1,591

Provision (benefit) for income taxes                                         (407)          604
                                                                         --------      --------

Net income (loss)                                                        $   (699)     $    987
                                                                         ========      ========

Net income (loss) per common share-Basic                                 $  (0.14)     $    .20
                                                                         --------      --------

Net income (loss) per common share-Diluted                               $  (0.14)     $    .18
                                                                         --------      --------

Weighted average common shares outstanding-Basic                            5,058         4,991
                                                                         --------      --------

Weighted average common shares outstanding-Diluted                          5,058         5,487
                                                                         --------      --------

Reconciliation of Net Income (Loss) to Comprehensive Income
(Loss):

Net income (loss)                                                        $   (699)     $    987
                                                                         --------      --------
Other comprehensive income (loss), net of tax:
      Foreign currency translation adjustments                               (102)         (437)
                                                                         --------      --------
Comprehensive income (loss)                                              $   (801)     $    550
                                                                         ========      ========
</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,
                                                                                 2000          1999
                                                                                 ----          ----

<S>                                                                             <C>          <C>
Cash provided by (used for)

Operations:
  Net income (loss)                                                              $(699)        $ 987
  Adjustments for non cash charges                                                 615           598
  Changes in assets and liabilities                                             (9,449)      (11,229)
                                                                                ------        ------
 Net cash used for operations                                                   (9,533)       (9,644)
                                                                                ------        ------
Investing:
  Capital expenditures                                                            (297)         (308)
                                                                                ------        ------
Net cash used for investing                                                       (297)         (308)
                                                                                ------        ------
Financing:
  Net proceeds from issuance of common stock/ increase in
  additional paid in capital                                                        27         1,723
  Purchase of treasury stock                                                         0            79
  Repayments under lines of credit                                                (950)         (366)
                                                                                ------        ------
Net cash provided by (used for) financing activities                              (923)        1,436
                                                                                ------        ------

Net decrease in cash and cash equivalents                                      (10,753)       (8,516)
Cash and cash equivalents at beginning of period                                17,597        21,167
                                                                                ------        ------
Cash and cash equivalents at end of period                                     $ 6,844      $ 12,651
                                                                                ======      ========

</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, 2000

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,
         2000,  are  not  necessarily  indicative  of the  results  that  may be
         expected for the year ended December 31, 2000. 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, 1999.

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. Cumulative translation  adjustments
         have been classified within other comprehensive income (loss), which is
         a separate  component of  stockholders  equity in accordance  with FASB
         Statement No. 130. "Reporting Comprehensive Income".

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,
         2001.   Management  believes  that  this  Statement  will  not  have  a
         significant impact on the Company.

4.       The following table sets forth the computation of basic and diluted net
         income (loss) per share:


<TABLE>
<CAPTION>
                                                                                          Three months ended
                                                                                               March 31,
                                                                                         2000          1999
                                                                                         ----          ----
<S>                                                                                     <C>         <C>
     Numerator:
       Net income (loss) for basic and diluted net income (loss) per share              $  (699)    $   987

     Denominator:
       Denominator for basic net income (loss) per share-weighted
         Average common shares                                                            5,058        4,991

       Denominator for diluted net income (loss) per share
        - adjusted weighted average common shares and assumed conversion                  5,058        5,487

     Basic net income (loss) per common share                                         $  (0.14)     $   0.20

     Diluted net income (loss) per common share                                       $  (0.14)     $   0.18
</TABLE>







                                     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.






























                                     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,
                                                                      2000          1999
                                                                      ----          ----
<S>                                                                 <C>           <C>
Net sales                                                            100.0%        100.0%
Cost of sales                                                         89.9          88.2
                                                                     -----         -----
Gross profit                                                          10.1          11.8
Selling, general and administrative expenses                          11.5           9.0
Amortization expense                                                   0.6           0.5
                                                                     -----         -----
Income (loss) from operations                                         (2.0)          2.3
Interest income (expense), net                                         0.0           0.1
Unrealized foreign exchange gain (loss)                               (0.1)          0.4
                                                                     -----         -----
Income (loss) before income taxes                                     (2.1)          2.8
Income taxes                                                           0.8          (1.1)
                                                                     -----         -----
Net income (loss)                                                     (1.3)%         1.7%
                                                                     -----         -----
</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, 2000  decreased by
$4.7  million  or 8%,  to $52.7  million,  over the same  period  in 1999.  This
decrease is primarily attributable to the slower than expected recovery from the
Y2K issues primarily in Europe.

         Consolidated  Internet sales revenues  increased by 41% or $3.8 million
for the three months  ended March 31, 2000  compared to the same period in 1999.
This  increase was  primarily  due to the enhanced  and expanded  websites,  the
creation of on-line specialty stores, expansion of product offerings and product
content,  as well as expansion of e-commerce and electronics  software  delivery
systems. Specifically, the number of SKUs offered on the web sites was increased
from approximately 40,000 to more than 58,000.

         Direct  sales  revenues  decreased by 17% or $6.4 million for the three
months  ended March 31, 2000  compared to the same period in 1999.  Direct sales
were weak in France and The  Netherlands,  while there was growth in Germany and
the US at a rate of 5% and 11%, respectively.

         Consolidated  Catalog and Telemarketing  revenues  increased 6% or $1.0
million for the three months ended March 31, 2000 compared to the same period in
1999,  primarily  due  to  increased  catalog  sales  and  market  share  in the
Netherlands and Germany.  Revenues for the distribution channel increased 14% or
$600,000 for the three months ended March 31, 2000,  compared to the same period
in 1999, primarily due to increased market penetration in the United States.












                                     Page 8
<PAGE>

         Geographically,  approximately  59% and 67% of the  Company's  revenues
were derived from the European  operations  for the three months ended March 31,
2000 and 1999, 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, 2000, gross profit as a percentage of sales decreased from 11.8%
to 10.1% over the same  period in 1999,  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.  Gross profit in absolute dollars for the
three-month  period ended March 31, 2000 decreased by $1.4 million over the same
period in the prior year,  which  reflects  competitive  pressure on catalog and
wholesale distribution channels.

         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 in the catalog
channel.

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  increased by 2.5% for the
three  months  ended  March 31, 2000  compared to the same period in 1999.  SG&A
expenses in absolute  dollars for the  three-month  period  ended March 31, 2000
increased by $880,000  when  compared to the same period in 1999.  This increase
mainly reflects the additional  infrastructure  in the form of personnel related
costs as the Company  continues to enhance its  e-commerce  focus and strengthen
its management ranks.

         Geographically,  the North America  operation of the Company  accounted
for  approximately 49% and 37% of total SG&A expenses for the three months ended
March 31, 2000 and 1999,  respectively,  while the European operation  accounted
for  approximately 51% and 63% of total SG&A expenses for the three months ended
March 31, 2000 and 1999, respectively.














                                     Page 9
<PAGE>

AMORTIZATION EXPENSE

         Amortization  expense  includes the  systematic  write-off of goodwill.
Amortization  expense for the three  months  ended March 31, 2000  increased  by
$45,000 as compared  to the same  period in 1999.  This  increase  reflects  the
amortization of the additional  capitalized software purchased toward the end of
1999.


UNREALIZED FOREIGN EXCHANGE GAIN (LOSS)

         Unrealized  foreign  exchange loss for the three months ended March 31,
2000 was $73,000  compared to a unrealized  foreign exchange gain of $208,000 in
the same period in 1999. The  unrealized  loss in the first three months of 2000
is primarily due to the  strengthening  of the US$ against the EURO from January
1, 2000 to March 31, 2000.  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

         A benefit  for income  taxes of  $407,000  was  recorded  for the three
months  ended  March 31,  2000,  compared  to a  provision  for income  taxes of
$604,000 for the same period in 1999.  As a percentage  of income  (loss) before
income  taxes,  the provision  (benefit) for income taxes  decreased to (37%) in
2000 from 38% in 1999.


NET INCOME (LOSS)

         Net loss  was  $699,000  or $.14 per  share  on a  diluted  basis  with
approximately  5,058,000  weighted  average  common shares  outstanding  for the
quarter  ended  March 31,  2000  compared  to net income of $987,000 or $.18 per
share on a diluted basis with  approximately  5,487,000  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 continued expansion and enhancement of its
e-commerce and electronics  software delivery systems.  The Company had cash and
cash  equivalents  of $6.8 million and net working  capital of $13.9  million at
March 31, 2000.

         Net cash used for  operations  was $9.5  million  for the three  months
ended  March 31,  2000  compared  with $9.6  million of cash used for  operating
activities in the same period in 1999.  Cash was primarily  used for a reduction
in accounts payable and other  liabilities  (approximately  $17.0 million),  and
offset by a reduction in accounts receivable (approximately $8.5 million).

         Net cash  used for  financing  activities  was  $923,000  for the three
months  ended  March 31, 2000  compared  with $1.4  million of cash  provided by
financing  activities  in the same  period  in  1999.  This  decrease  primarily
reflects  repayments under the Company's line of credit during the first quarter
of 2000.





                                     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, 2000 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, 2000, there was  approximately  $1.7 million  outstanding
under the line.

          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  $734,000 at March 31, 2000),  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  $147,000 at March 31, 2000). The line
bears interest at 7%. At March 31, 2000, 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, 2000 were  approximately Lit
2,800,000,000  (the equivalent of approximately $1.4 million at March 31, 2000).
The unsecured borrowings bear interest at market rates ranging from 6% to 8.75%.
At March 31, 2000 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  $1.1 million at
March 31, 2000),  and is secured by its accounts  receivable and inventory.  The
line  bears  interest  at  5.75%.  At  March  31,  2000  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>

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

FOREIGN OPERATIONS

         In  addition  to  its  activities  in  the  United  States,  59% of the
Company's  sales for the three month period ended March 31, 2000 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)      Reports on Form 8-K
                  None
         (b)  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 11, 2000         By: /s/ William H. Sheehy
   --------------------------       --------------------------------------------
               Date                 William H. Sheehy, Chief Financial Officer,
                                    Vice President of Finance
























                                     Page 14

<PAGE>

                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
         Exhibit
         Number                             Description of Exhibits                     Page No.
         ---------                          -----------------------                     --------
<S>                                        <C>                                          <C>
             27                             Financial Data Schedule                          16
</TABLE>


































                                     Page 15


<TABLE> <S> <C>


<ARTICLE>                     5
<LEGEND>
         This schedule contains summary financial information extracted from the
Company's  Consolidated  Balance  Sheet  at  March  31,  2000  and  Consolidated
Statement of  Operations  and  Comprehensive  Income (Loss) for the three months
ended March 31, 2000 and is  qualified  in its  entirety  by  reference  to such
financial statements.
</LEGEND>

<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                              DEC-31-2000
<PERIOD-START>                                 JAN-01-2000
<PERIOD-END>                                   MAR-31-2000
<CASH>                                            6,844
<SECURITIES>                                          0
<RECEIVABLES>                                    38,742
<ALLOWANCES>                                        914
<INVENTORY>                                       5,554
<CURRENT-ASSETS>                                 55,236
<PP&E>                                            4,220
<DEPRECIATION>                                    2,216
<TOTAL-ASSETS>                                   75,401
<CURRENT-LIABILITIES>                            41,326
<BONDS>                                               0
                                 0
                                           0
<COMMON>                                             53
<OTHER-SE>                                       34,022
<TOTAL-LIABILITY-AND-EQUITY>                     75,401
<SALES>                                          52,686
<TOTAL-REVENUES>                                 52,686
<CGS>                                            47,351
<TOTAL-COSTS>                                    53,600
<OTHER-EXPENSES>                                      0
<LOSS-PROVISION>                                    119
<INTEREST-EXPENSE>                                    0
<INCOME-PRETAX>                                 (1,106)
<INCOME-TAX>                                      (407)
<INCOME-CONTINUING>                               (699)
<DISCONTINUED>                                        0
<EXTRAORDINARY>                                       0
<CHANGES>                                             0
<NET-INCOME>                                      (699)
<EPS-BASIC>                                      (0.14)
<EPS-DILUTED>                                    (0.14)


</TABLE>


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