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
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Programmer's Paradise, Inc.
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(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
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(Address of principal executive offices) (Zip Code)
Issuer's Telephone Number (732) 389-8950
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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
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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.
PROGRAMMER'S PARADISE, INC.
Index to Form 10-Q
Page No.
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PART I -- FINANCIAL INFORMATION
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
PART I - FINANCIAL INFORMATION
PROGRAMMER'S PARADISE, INC.
CONDENSED CONSOLIDATED
BALANCE SHEETS
(In thousands)
CAPTION>
March 31, December 31,
2000 1999
---- ----
(Unaudited) (Audited)
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
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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
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$ 75,401 $ 95,757
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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
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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)
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Total stockholders' equity 34,075 34,849
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$ 75,401 $ 95,757
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The accompanying notes are an integral part of these consolidated financial
statements.
Page 3
PROGRAMMER'S PARADISE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
(Unaudited)
(In thousands, except per share data)
Three months ended
March 31,
2000 1999
---- ----
Net sales $ 52,686 $ 57,368
Cost of sales 47,351 50,606
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Gross profit 5,335 6,762
Selling, general and administrative expenses 6,038 5,158
Amortization expense 330 285
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Income (loss) from operations (1,033) 1,319
Interest income, net 0 64
Unrealized foreign exchange gain (loss) (73) 208
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Income (loss) before provision (benefit) for income taxes (1,106) 1,591
Provision (benefit) for income taxes (407) 604
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Net income (loss) $ (699) $ 987
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Net income (loss) per common share-Basic $ (0.14) $ .20
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Net income (loss) per common share-Diluted $ (0.14) $ .18
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Weighted average common shares outstanding-Basic 5,058 4,991
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Weighted average common shares outstanding-Diluted 5,058 5,487
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Reconciliation of Net Income (Loss) to Comprehensive Income
(Loss):
Net income (loss) $ (699) $ 987
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Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments (102) (437)
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Comprehensive income (loss) $ (801) $ 550
======== ========
The accompanying notes are an integral part of these condensed consolidated
financial statements.
Page 4
PROGRAMMER'S PARADISE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)
Three Months Ended
March 31,
2000 1999
---- ----
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)
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Net cash used for operations (9,533) (9,644)
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Investing:
Capital expenditures (297) (308)
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Net cash used for investing (297) (308)
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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)
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Net cash provided by (used for) financing activities (923) 1,436
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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
====== ========
The accompanying notes are an integral part of these condensed consolidated
financial statements.
Page 5
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:
Three months ended
March 31,
2000 1999
---- ----
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
Page 6
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
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.
Three months ended
March 31,
2000 1999
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Net sales 100.0% 100.0%
Cost of sales 89.9 88.2
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Gross profit 10.1 11.8
Selling, general and administrative expenses 11.5 9.0
Amortization expense 0.6 0.5
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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
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Income (loss) before income taxes (2.1) 2.8
Income taxes 0.8 (1.1)
----- -----
Net income (loss) (1.3)% 1.7%
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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
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
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
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
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
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
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
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Date William H. Sheehy, Chief Financial Officer,
Vice President of Finance
Page 14
EXHIBIT INDEX
Exhibit
Number Description of Exhibits Page No.
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27 Financial Data Schedule 16
Page 15