UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended October 5, 1997
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 0-20022
POMEROY COMPUTER RESOURCES, INC.
________________________________
(Exact name of registrant as specified in its charter)
DELAWARE 31-1227808
________ __________
(State or jurisdiction of incorporation (I.R.S. Employer
or organization) Identification No.)
1020 Petersburg Road Hebron, KY 41048
______________________________________
(Address of principal executive offices)
(606) 586-0600
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such requirements
for the past 90 days.
YES ___X___NO___
The number of shares of common stock outstanding as of November
7, 1997 was 11,363,758.
POMEROY COMPUTER RESOURCES, INC.
TABLE OF CONTENTS
Part I. Financial Information
Item 1. Financial Statements: Page
____
Consolidated Balance 3
Sheets as of January 5,
1997 and October 5, 1997
Consolidated Statements of 4
Income for the Quarters
Ended October 5, 1996 and
1997
Consolidated Statements of 5
Income for the Nine Months
Ended October 5, 1996 and
1997
Consolidated Statements of 6
Cash Flows for the Nine
Months Ended October 5,
1996 and 1997
Notes to Consolidated 7
Financial Statements
Item 2. Management's Discussion 10
and Analysis of Financial
Condition and Results of
Operations
Part II. Other Information 13
SIGNATURE 15
POMEROY COMPUTER RESOURCES, INC.
CONSOLIDATED BALANCE SHEETS
( In thousands)
January 5, October 5,
1997 1997
__________ _________
ASSETS
Current assets:
Cash $ 6,809 $ 54
Accounts and note receivable,
less allowance of $509 and $719 at January
5 and October 5, 1997, respectively 68,094 89,881
Inventories 23,426 42,560
Other 739 1,065
_________ _________
Total current assets 99,068 133,560
_________ _________
Equipment and leasehold improvements 13,076 16,052
Less accumulated depreciation 3,864 6,018
_________ _________
Net equipment and leasehold improvements 9,212 10,034
Other assets 13,100 16,294
_________ _________
Total assets $ 121,380 $ 159,888
========= =========
LIABILITIES AND EQUITY
Current liabilities:
Notes payable $ 907 $ 1,417
Accounts payable 40,343 42,337
Bank notes payable 24,146 21,077
Other current liabilities 6,469 10,203
_________ _________
Total current liabilities 71,865 75,034
Notes payable 2,189 2,446
Deferred income taxes 733 384
Equity:
Preferred stock ( no shares
issued or outstanding)
Common stock ( 9,692 and 11,322 shares
issued and outstanding at January 5
and October 5, 1997, respectively) 65 113
Paid-in capital 34,402 58,318
Retained earnings 12,330 23,797
_________ _________
46,797 82,228
Less treasury stock, at cost
(21 shares at January 5
and October 5, 1997, respectively) 204 204
_________ _________
Total equity 46,593 82,024
_________ _________
Total liabilities and equity $ 121,380 $ 159,888
========= =========
<FN>
See notes to consolidated financial statements.
POMEROY COMPUTER RESOURCES, INC.
CONSOLIDATED STATEMENTS OF INCOME
( In thousands, except per share amounts )
Quarter Ended
_________________________
October 5, October 5,
1996 1997
__________ __________
Net sales and revenues $ 92,975 $ 130,729
Cost of sales and service 78,308 109,196
__________ __________
Gross profit 14,667 21,533
__________ __________
Operating expenses:
Selling, general and administrative 8,717 12,841
Rent expense 385 486
Depreciation 518 702
Amortization 156 271
__________ __________
Total operating expenses 9,776 14,300
__________ __________
Income from operations 4,891 7,233
Interest expense 500 182
Other expense (income) (16) (42)
Income before income tax 4,407 7,093
Income tax expense 1,788 2,553
__________ __________
Net income $ 2,619 $ 4,540
========== ==========
Weighted average shares outstanding:
Primary 9,712 11,617
Fully diluted 9,825 11,702
Net income per common share:
Primary $ 0.27 $ 0.39
Fully diluted $ 0.27 $ 0.39
<FN>
See notes to consolidated financial statements.
POMEROY COMPUTER RESOURCES, INC.
CONSOLIDATED STATEMENTS OF INCOME
( In thousands, except per share amounts )
Nine Months Ended
October 5, October 5,
1996 1997
__________ __________
Net sales and revenues $ 234,035 $ 349,313
Cost of sales and service 196,922 291,741
__________ __________
Gross profit 37,113 57,572
__________ __________
Operating expenses:
Selling, general and administrative 23,297 34,613
Rent expense 1,016 1,405
Depreciation 1,278 2,205
Amortization 425 706
__________ __________
Total operating expenses 26,016 38,929
__________ __________
Income from operations 11,097 18,643
Interest expense 1,594 648
Litigation settlement and related costs 4,392 -
Other expense (income) (133) 79
__________ __________
Income before income tax 5,244 17,916
Income tax expense 2,127 6,449
__________ __________
Net income $ 3,117 $ 11,467
========== ==========
Weighted average shares outstanding:
Primary 7,477 11,266
Fully diluted 7,629 11,382
Net income per common share:
Primary $ 0.42 $ 1.02
Fully diluted $ 0.41 $ 1.01
<FN>
See notes to consolidated financial statements.
POMEROY COMPUTER RESOURCES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
( In thousands )
Nine Months Ended
October 5, October 5,
1996 1997
__________ __________
Net cash flows used in operating activities $ (4,849) $ (21,995)
__________ __________
Cash flows used in investing activities:
Capital expenditures (1,788) (1,790)
Acquisition of resellers (4,528) (2,990)
__________ __________
Net investing activities (6,316) (4,780)
__________ __________
Cash flows provided by (used in)
financing activities:
Net payments on bank note (1,146) (3,070)
Payments of notes payable (3,982) (492)
Net proceeds of stock offering 17,924 23,262
Retirement of stock warrants (330) 0
Proceeds from exercise of stock options 1,271 320
__________ __________
Net financing activities 13,737 20,020
__________ __________
Increase (decrease) in cash 2,572 (6,755)
Cash:
Beginning of period 596 6,809
__________ __________
End of period $ 3,168 $ 54
<FN>
See notes to consolidated financial statements.
POMEROY COMPUTER RESOURCES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1.Basis of Presentation
The 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 Rule 10-01 of Regulation S-X. Except as
disclosed herein, there has been no material change in the
information disclosed in the notes to consolidated financial
statements included in the Company's Annual Report on Form 10-
K for the year ended January 5, 1997. In the opinion of
management, all adjustments (consisting of normal recurring
accruals) necessary for a fair presentation of the interim
period have been made. The results of operations for the nine-
month period ended October 5, 1997 are not necessarily
indicative of the results that may be expected for future
interim periods or for the year ending January 5, 1998.
2.Borrowing Arrangements
The Company's $25.0 million bank revolving credit agreement
(" Credit Facility " ) expired on April 30, 1997 and was
replaced by an amended Credit Facility permitting the Company
to borrow up to $15.0 million, expiring on June 30,1998. The
amended Credit Facility carries a variable interest rate based
on (i) Star Bank's prime rate less an incentive pricing spread
(the " Incentive Pricing Spread ") based on certain financial
ratios of the Company or (ii) LIBOR plus the Incentive Pricing
Spread, at the Company's election. The Incentive Pricing
Spread will be adjusted quarterly. The amended Credit Facility
is collateralized by substantially all of the assets of the
Company, except those assets that collateralize certain other
financing arrangements. Under the terms of the amended Credit
Facility, the Company will be subject to various financial
covenants. At October 5, 1997, the outstanding balance, which
included $12.8 million of overdrafts on the Company's books in
accounts at Star Bank, was $21.1 million at an interest rate
of 7.5%. The overdrafts were subsequently funded through the
normal course of business.
3.Supplemental Cash Flow Disclosures
Supplemental disclosures with respect to cash flow information
and non-cash investing and financing
activities are as follows:
(In thousands) Nine Months Ended
_________________________
October 5, October 5,
1996 1997
___________ __________
Interest paid $ 1,565 $ 721
=========== ==========
Income taxes paid $ 688 $ 5,023
=========== ==========
Business combination accounted
for as purchase:
Assets aquired $ 14,830 $ 5,901
Liabilities assumed (6,395) (1,246)
Note payable (2,700) (1,343)
Stock issued (1,275) (322)
___________ __________
Net cash paid $ 4,460 $ 2,990
=========== ==========
Note issued and accrued
liabilities for litigation
settlement $ 1,650 -
========== ==========
4.Stockholders' Equity
On February 28, 1997, the Company completed a secondary public
offering of 1.02 million shares of its common stock. The net
proceeds of $23.3 million were used to reduce amounts
outstanding under the Company's line of credit. If this
secondary offering had been completed as of January 6, 1997,
pro forma primary and fully diluted earnings per share would
have been $1.01 and $1.00 , respectively, for the first nine
months of fiscal 1997. This computation assumes no interest
expense related to the credit line and the issuance of only a
sufficient number of shares to eliminate the credit line at
the beginning of fiscal 1997.
On September 8, 1997, the Company's Board of Directors
authorized a three-for-two stock split in the form of a stock
dividend payable October 6, 1997, to shareholders of record
September 22, 1997. The split resulted in the issuance of
3,767,056 new shares of Common Stock. The stated par value of
each share was not changed from $0.01. A total of $38 thousand
was reclassified from the Company's additional paid in capital
account to the Company's common stock account. Accordingly,
net income per common share, weighted average shares
outstanding and stock option plan information have been
restated to reflect the stock split.
5.Income Taxes
The Company's effective tax rate was 36.0% in the third
quarter and first nine months of 1997 compared to 40.6% in the
third quarter and first nine months of 1996. This decrease was
attributable to state tax credits earned as a result of the
move to the new headquarters and distribution center in fiscal
1996.
6.Acquisition
On June 26, 1997, the Company acquired substantially all of
the assets and assumed certain of the liabilities of Magic
Box, Inc. ( "Magic Box" ), a privately held network integrator
located in Miami, Florida. On July 24, 1997, the Company
acquired certain assets and assumed certain liabilities of
Micro Care, Inc. ( "Micro Care" ), a privately held systems
integrator located in Indianapolis, Indiana. The purchase
price of the two acquisitions consisted of $3.0 million in
cash, $1.2 million of assumed liabilities and $1.3 million of
subordinated notes. The Micro Care acquisition included 12,002
unregistered shares of the Company's common stock with an
approximate value of $0.3 million. Interest on the
subordinated notes, which is calculated at the prime rate as
of the dates of closing, is payable quarterly and principal is
payable in two equal annual installments for Magic Box and
three equal annual installments for Micro Care.
These acquisitions were accounted for as purchases,
accordingly the purchase price was allocated to assets and
liabilities based on their estimated values as of the dates of
acquisition. The results of Magic Box's and Micro Care's
operations were included in the consolidated statement of
income from the dates of acquisition. Had Magic Box and Micro
Care been acquired at the beginning of fiscal 1996, the pro-
forma inclusion of their operating results would not have had
a significant effect on the reported consolidated net income
for the nine months ended October 5, 1996 and 1997,
respectively.
7.New Accounting Pronouncement
In February 1997, the Financial Accounting Standards Board
( "FASB" ) issued Statement of Financial Accounting Standards
No. 128, Earnings Per Share ( "Statement 128" ). Statement 128
supersedes APB Opinion No. 15, Earnings Per Share and
specifies the computation, presentation and disclosure
requirements for earnings per share ( "EPS") for entities with
publicly held common stock or potential common stock.
Statement 128 replaces the presentation of primary EPS and
fully diluted EPS with a presentation of basic EPS and diluted
EPS. Statement 128 is effective for financial statements for
both interim and annual periods ending after December 15,
1997. The Company has determined the impact of the
implementation of Statement 128 on its financial statements
and related disclosures will not be material.
8. Litigation
There are various legal actions arising in the normal course
of business that have been brought against the Company.
Management believes these matters will not have a material
adverse effect on the Company's financial position or results
of operations.
9.Subsequent Event
On October 20, 1997, a wholly owned subsidiary of the Company
acquired all the assets and liabilities of The Computer Store
Inc., a Columbia, S.C.-based network integrator. The purchase
price consisted of $0.7 million in cash, and 24,851
unregistered shares of the Company's common stock with an
approximate value of $0.7 million. The acquisition will be
accounted for as a purchase, accordingly the purchase price
will be allocated to the assets and liabilities based on their
estimated value as of the date of acquisition. The results of
The Computer Store's operations will be included in the
consolidated statement of income from the date of acquisition.
During the third quarter of 1997 the Company changed the name
of its wholly owned subsidiary from Pomeroy Computer Leasing
Company, Inc. to Technology Integration Financial Services,
Inc. ( "TIFS" ). On November 5, 1997, TIFS executed a $20.0
million collateral based recourse loan facility ( "Resource
Facility" ) with The Fifth Third Bank of Northern Kentucky,
Inc. ( "Fifth Third" ) The loan, which is guaranteed by the
Company, will be used to fund all lease transactions financed
on a recourse basis and will expire on October 1,1998. The
Recourse Facility will carry a variable interest rate based on
(I) Fifth Third's prime rate less an incentive pricing spread
(the "Incentive Pricing Spread" ) or (ii) Treasury notes plus
the Incentive Pricing Spread, at the Company's election.
Special Cautionary Notice Regarding Forward-Looking Statements
______________________________________________________________
Certain of the matters discussed under the caption
"Management's Discussion and Analysis of Financial Condition
and Results of Operations" contain certain forward looking
statements regarding future financial results of the Company.
The words "expect" , "estimate" , "anticipate" , "predict" ,
and similar expressions are intended to identify forward
looking statements. Such statements are forward-looking
statements for purposes of the Securities Act of 1933 and the
Securities Exchange Act of 1934, as amended, and as such may
involve known and unknown risks, uncertainties and other
factors which may cause the actual results, performance or
achievements of the Company to be materially different from
future results, performance or achievements expressed or
implied by such forward-looking statements. Important factors
that could cause the actual results, performance or
achievements of the Company to differ materially from the
Company's expectations are disclosed in this document
including, without limitation, those statements made in
conjunction with the forward-looking statements under
"Management's Discussion and Analysis of Financial Condition
and Results of Operations". All written or oral forward-
looking statements attributable to the Company are expressly
qualified in their entirety by such factors.
POMEROY COMPUTER RESOURCES, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
TOTAL NET SALES AND REVENUES. Total net sales and revenues
increased $37.7 million, or 40.5%, to $130.7 million in the third
quarter of 1997 from $93.0 million in the third quarter of 1996.
This increase was attributable to acquisitions completed in 1996
and 1997 and an increase in sales to existing and new customers.
Excluding acquisitions completed in 1996 and 1997, total net
sales and revenues increased 31.1%. Sales of equipment and
supplies increased $31.0 million, or 36.1%, to $116.8 million in
the third quarter of 1997 from $85.8 million in the third quarter
of 1996. Excluding acquisitions completed in 1996 and 1997, sales
of equipment and supplies increased 27.5%. Service revenues
increased $6.8 million, or 94.4%, to $14.0 million in the third
quarter of 1997 from $7.2 million in the third quarter of 1996.
Excluding acquisitions completed in 1996 and 1997, service
revenues increased 73.3%.
Total net sales and revenues increased $115.3 million, or 49.3%,
to $349.3 million in the first nine months of 1997 from $234.0
million in the first nine months of 1996. On a comparable basis,
as described above, total net sales and revenues increased 35.9%.
Sales of equipment and supplies increased $99.5 million, or
46.5%, to $313.6 million in the first nine months of 1997 from
$214.1 million in the first nine months of 1996. On a comparable
basis, as described above, sales of equipment and supplies
increased 33.5%. Service and other revenues increased $15.8
million, or 79.4%, to $35.7 million in the first nine months of
1997 from $19.9 million in the first nine months of 1996. On a
comparable basis, as described above, service and other revenues
increased 59.9%.
GROSS MARGIN. Gross margin was 16.5 % in the third quarter of
1997 compared to 15.8% in the third quarter of 1996. This
increase in the third quarter of 1997 is primarily attributable
to an increase in the percentage of service revenues as a
percentage of total net sales. Service revenues increased to
10.7% of total net sales in the third quarter of 1997 compared to
7.7% of total net sales in the third quarter of 1996. Factors
that may have an impact on this trend in the future include the
percentage of equipment sales with lower-margin customers and the
ratio of service revenues to total net sales and revenues.
Gross profit as a percentage of sales was 16.5% in the first nine
months of 1997 compared to 15.9% in the first nine months of
1996. This increase is attributed to the increase in the volume
of higher-margin service revenues, which more than offsets the
decrease in hardware gross margins and the growth in equipment
sales.
OPERATING EXPENSES. Selling, general and administrative expenses
(including rent expense) expressed as a percentage of total net
sales and revenues increased to 10.2% for the third quarter of
1997 from 9.8% in the third quarter of 1996. This increase is
primarily attributable to hiring technical staff as part of the
overall strategy of the Company to increase service revenues.
Selling, general and administrative expenses (including rent
expense) expressed as a percentage of total net sales and
revenues decreased to 10.3% in the first nine months of 1997 as
compared to 10.4% in the first nine months of 1996. Total
operating expenses expressed as a percentage of total net sales
and revenues increased to 10.9% in the third quarter 1997 from
10.5% in the third quarter of 1996 due to the reasons noted
above. Total operating expenses for the first nine months of 1997
and 1996 remained the same at 11.1% as a percentage to total net
sales and revenues.
INCOME FROM OPERATIONS. Income from operations increased $2.3
million, or 46.9%, to $7.2 million in the third quarter of 1997
from $4.9 million in the third quarter of 1996. The Company's
operating margin increased to 5.5% in the third quarter of 1997
as compared to 5.3% in 1996 as the increase in gross margin more
than offset the increase in operating expenses as a percent of
total net sales and revenues.
Income from operations increased $7.5 million, or 67.6%, to $18.6
million in the first nine months of 1997 from $11.1 million in
the first nine months of 1996. Operating margin increased to 5.3%
in the first nine months of 1997 as compared to 4.7% in 1996 due
to the increase in gross margin and the stable operating
expenses as a percent of net sales and revenues.
INTEREST EXPENSE. Interest expense was $0.2 million and $0.6
million in the third quarter and first nine months of 1997
compared with $0.5 million and $1.6 million in the third quarter
and first nine months of 1996. This decrease in the third quarter
and first nine months of 1997 from the comparable periods in 1996
is due to lower average debt outstanding as the proceeds from the
secondary public offering in February 1997 were used to pay
outstanding balances.
INCOME TAXES. The Company's effective tax rate was 36.0% in the
third quarter and first nine months of 1997 compared to 40.6% in
the third quarter and first nine months of 1996. This decrease
was attributable to state tax credits earned as a result of the
move to the new headquarters and distribution center in fiscal
1996. The Company has been approved for state tax credits of
approximately $4.0 million over 10 years by the Kentucky Economic
Development Finance Authority.
NET INCOME. Net income increased $1.9 million, or 73.1%, to $4.5
million in the third quarter of 1997 from $2.6 million in the
third quarter of 1996. This increase was a result of the factors
described previously. Net income, excluding the impact of the
Vanstar settlement in fiscal 1996, increased $5.8 million, or
101.8%, to $11.5 million in the first nine months of 1997 from
$5.7 million in the first nine months of 1996. This increase was
a result of the factors described previously.
LIQUIDITY AND CAPITAL RESOURCES
Cash used in operating activities was $22.0 million in the first
nine months of 1997. Cash used in investing activities included
$3.0 million for acquisitions and $1.8 million for capital
expenditures. Cash provided by financing activities included
$23.3 million of net proceeds from a secondary stock offering of
1.02 million shares less $3.1 million of net repayments on bank
notes payable and $0.5 million of repayments on various notes
payable.
A significant part of the Company's inventories is financed by
floor plan arrangements with third parties. At October 5, 1997,
these lines of credit totaled $47.0 million, including $12.0
million with IBM Credit Corporation ( "ICC" ) and $35.0 million
with Deutsche Financial Services ( "DFS" ). ICC and DFS have
increased the total line by $37.0 million on a temporary basis
for the fourth quarter. Borrowings under the ICC floor plan
arrangement are made on sixty day notes, with one-half of the
note amount due in thirty days. Borrowings under the DFS floor
plan arrangement are made on thirty day notes. All such
borrowings are secured by the related inventory. Financing on
substantially all of the arrangements is interest free due to
subsidies by manufacturers. The average annual interest rate on
the plans overall is less than 1.0%. The Company classifies
amounts outstanding under the floor plan arrangements as
accounts payable.
The Company's $25.0 million bank revolving credit agreement
( "Credit Facility" ), which expired on April 30, 1997, was
replaced by a temporary $10 million note with interest at 1.0
percentage point below the bank's prime rate. During the third
quarter an amended loan agreement, effective April 30, 1997, for
$15 million was completed. At October 5, 1997, the amount
outstanding, which included $12.8 million of overdrafts on the
Company's books in accounts at Star Bank, was $21.1 million at an
interest rate of 7.5%. The overdrafts were subsequently funded
through the normal course of business. The amended Credit
Facility permits the Company to borrow up to $15.0 million and
will expire June 30, 1998. The Company elected to reduce the
amended Credit Facility in order to eliminate the fees charged
for unused portions of the credit line. The amended Credit
Facility carries a variable interest rate based on (i) Star
Bank's prime rate less an incentive pricing spread (the
" Incentive Pricing Spread" ) based on certain financial ratios
of the Company or (ii) LIBOR plus the Incentive Pricing Spread,
at the Company's election. The Incentive Pricing Spread is
adjusted quarterly. The amended Credit Facility is
collateralized by substantially all of the assets of the Company,
except those assets that collateralize certain other financing
arrangements. Under the terms of the amended Credit Facility, the
Company is subject to various financial covenants.
At the beginning of the third quarter of 1997, the Company hired
a president for Technology Integration Financial Services, Inc.
( "TIFS" ), a wholly-owned subsidiary of the Company (f/k/a
Pomeroy Computer Leasing Company, Inc.), in an effort to increase
its leasing business. Through TIFS, the Company can directly
provide its customers with leasing alternatives. Management
expects that the leasing operations of TIFS will increase in the
fourth quarter of 1997 over the relatively minimal levels of
leasing activity to date. Increased leasing operations could
impact one or more of total net sales and revenues, gross margin,
operating income, net income, total debt and liquidity, depending
on the amount of leasing activity and the types of leasing
transactions. However, the impact of any increased leasing
operations for the balance of 1997 is not expected to be
material. On November 5, 1997, TIFS executed a $20.0 million
collateral based recourse loan facility ( "Recourse Facility" )
with The Fifth Third Bank of Northern Kentucky, Inc. ( "Fifth
Third" ). The loan, which is guaranteed by the Company, will be
used to fund all lease transactions financed on a recourse basis
and will expire on October 1, 1998. . The Recourse Facility will
carry a variable interest rate based on (i) Fifth Third's prime
rate less an incentive pricing spread (the " Incentive Pricing
Spread" ) or (ii) Treasury notes plus the Incentive Pricing
Spread, at the Company's election.
The Company believes that the anticipated cash flow from
operations and current financing arrangements will be sufficient
to satisfy the Company's capital requirements for the next 12
months.
OTHER
The Company's single largest customer is Columbia/HCA Healthcare
Corp. ( "CHCA" ). Sales to CHCA represented 13% and 12% of total
net sales and revenues for the third quarter 1997 and fiscal
1996, respectively. Total sales to CHCA could decline as a result
of the impact on CHCA of an on-going federal investigation. The
significant growth that CHCA has experienced may not continue and
it has been reported that CHCA is considering whether to sell
some of its divisions or hospitals. CHCA has also issued a
Request For Proposal ( "RFP" ) for the future provision of
computer equipment. It is not known when CHCA will make an award
under the RFP or who will be the provider of the equipment.
The Company began addressing the Year 2000 Compliance issue in
1996. Working with our software technology providers, the Company
believes that it has and will continue to identify the
appropriate steps to be Year 2000 Compliant before the end of
the millennium. In addition, the Company requires that all future
software technology providers are taking adequate steps to be
Year 2000 Compliant.
PART II - OTHER INFORMATION
PART II - OTHER INFORMATION
Items 1 to 5 None
Item 6(a) Exhibits
Filed Herewith
(page #) or
Incorporated
Exhibit by Reference to:
_______ ________________
10(i) Material Contracts
(w)(1) Non Compete Agreement E-1 to E-4
between the Company and
Microcare Computer
Services, Inc., dated
July 24, 1997
(w)(2) Non Compete Agreement E-5 to E-8
between the Company and
Microcare, Inc., dated
July 24, 1997
(w)(3) Assignment and E-9 to E-
Assumption Agreement 10
between the Company,
and Microcare Computer
Services, Inc., and
Microcare Inc.,dated
July 24, 1997
(w)(4) Assumtpion of E-11 to E-
Liabilities Agreement 14
between the Company,
and Microcare Computer
Services, Inc., and
Microcare Inc.,dated
July 24, 1997
(w)(5) Non Compete Agreement E-15 to E-
between the Company, 17
and Robert L.
Versprille, dated July
24, 1997
(w)(6) Consent for Use of E-18
Similar Name by between
between the Company and
Microcare, Inc., dated
July 24, 1997
(w)(7) Subordination Agreement E-19 to E-
between the Company, 32
and Microcare Computer
Services, Inc., and
Star Bank, N.A., dated
July 24, 1997
(w)(8) Subordinated Promissory E-33 to E-
Note between the 35
Company and Microcare
Computer Services,
Inc., dated July 24,
1997
(w)(9) Registration Rights E-36 to E-
Agreement between the 38
Company and Microcare
Computer Services,
Inc., dated July 24,
1997
(w)(10) General Bill of Sale E-39 to E-
and Assignment between 40
the Company and
Microcare Computer
Services, Inc., dated
July 24, 1997
(w)(11) General Bill of Sale E-41 to E-
and Assignment between 42
the Company and
Microcare, Inc., dated
June 24, 1997
(w)(12) Asset Purchase E-43 to E-
Agreement between the 79
Company, and Microcare
Computer Services,
Inc., Microcare Inc.,
and Robert L.
Versprille dated July
24, 1997
(w)(13) Employeement Agreement E-80 to E-
between the Company and 86
Robert L. Versprille,
dated July 24, 1997
11 Computation of Per E-87
Share Earnings
27 Financial Data Schedule E-88
Item 6(a) None
SIGNATURE
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.
POMEROY COMPUTER RESOURCES, INC.
________________________________
(Registrant)
Date: November 10, 1997 By: /s/ Edwin S. Weinstein
Edwin S. Weinstein,
Vice President of Finance and
Principal Financial and
Accounting Officer