MSC INDUSTRIAL DIRECT CO INC
10-Q, 1997-04-15
INDUSTRIAL MACHINERY & EQUIPMENT
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<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the Quarter Ended March 1, 1997              Commission File No.:   1-14130


                         MSC INDUSTRIAL DIRECT CO., INC.
             (Exact name of registrant as specified in its charter)

         New York                                               11-3289165
(State or other jurisdiction of                               (IRS Employer
incorporation or organization)                              Identification No.)

                               151 Sunnyside Blvd.
                            Plainview, NY 11803-1592
          (Address of principal executive offices, including zip code)

                                 (516) 349-7100
              (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 filing
requirements for the past 90 days.

                                Yes  X    No
                                   -----    -----

   Shares of Common Stock, par value $.001, outstanding as of April 10, 1997:

               Class A - 14,853,429      Class B - 18,975,000

<PAGE>

                         MSC INDUSTRIAL DIRECT CO., INC.

                                      INDEX


PART I.     FINANCIAL INFORMATION                                     Page No.

ITEM 1.     Consolidated Financial Statements  (Note 1)
            Consolidated Balance Sheets -
            March 1, 1997 and August 31, 1996                               3

            Consolidated Statements of Income -
            Thirteen and twenty-six weeks ended March 1, 1997 and
            March 2, 1996                                                   4

            Consolidated Statement of Shareholders' Equity -
            Twenty-six weeks ended March 1, 1997                            5

            Consolidated Statements of Cash Flows -
            Twenty-six weeks ended March 1, 1997 and March 2, 1996          6

            Notes to Consolidated Financial Statements                      7

ITEM 2.     Management's Discussion and Analysis of Financial 
            Condition and Results of Operations                            10


PART II.    OTHER INFORMATION

ITEM 6.     Exhibits and Reports on Form 8-K                               13


SIGNATURES                                                                 14

                                     Page 2

<PAGE>


PART  I.          FINANCIAL INFORMATION

ITEM  I.          Consolidated Financial Statements

                         MSC INDUSTRIAL DIRECT CO., INC.
                           Consolidated Balance Sheets


<TABLE>
<CAPTION>
(in thousands, except share data)                                                           March 1,       August 31,
                                                                                              1997           1996
                                                                                            ---------      ---------
                        ASSETS                                                             (unaudited)     (audited)
<S>                                                                                         <C>            <C>      
Current Assets:
     Cash and cash equivalents                                                              $   2,940      $   1,679
     Accounts receivable, net of allowance for doubtful
          accounts of $1,751 and $1,319, respectively                                          57,042         41,042
     Inventories                                                                              176,266        152,620
     Due from officers, employees and affiliated companies                                        716          1,052
     Prepaid expenses and other current assets                                                  1,975          1,792
     Deferred income tax assets                                                                 9,027          9,920
     Prepaid Federal income tax payments                                                        4,512          4,512
                                                                                            ---------      ---------
              Total current assets                                                            252,478        212,617
                                                                                            ---------      ---------
Property, Plant and Equipment, net                                                             47,695         38,989
                                                                                            ---------      ---------
Other Assets:
     Goodwill                                                                                  16,072          8,224
     Other                                                                                      4,493          5,654
                                                                                            ---------      ---------
                                                                                               20,565         13,878
                                                                                            ---------      ---------
                                                                                            $ 320,738      $ 265,484
                                                                                            =========      =========
     LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
     Accounts payable                                                                       $  10,878      $  13,270
     Accrued liabilities                                                                       32,689         31,568
     Income taxes payable                                                                          --          1,508
     Current portion of long-term debt                                                             51          2,486
                                                                                            ---------      ---------
              Total current liabilities                                                        43,618         48,832
Long-Term Notes Payable                                                                        21,282         42,191
Other Long-Term Liabilities                                                                        84            110
Deferred Income Tax Liabilities                                                                 1,927          1,780
                                                                                            ---------      ---------
              Total liabilities                                                                66,911         92,913
                                                                                            ---------      ---------

Shareholders' Equity:
     Class A common stock; $0.001 par value; 100,000,000 shares authorized;
          14,851,858 and 8,311,394 shares, respectively, issued and outstanding                    15              8
     Class B common stock; $0.001 par value; 50,000,000 shares authorized;
          18,975,000 shares and 23,475,000 shares, respectively, issued and outstanding            19             24
     Additional paid-in capital                                                               210,811        145,628
     Retained earnings                                                                         45,263         29,482
                                                                                            ---------      ---------
                                                                                              256,108        175,142
     Deferred stock compensation                                                               (2,281)        (2,571)
                                                                                            ---------      ---------
              Total shareholders' equity                                                      253,827        172,571
                                                                                            ---------      ---------
                                                                                            $ 320,738      $ 265,484
                                                                                            =========      =========
</TABLE>

              The accompanying notes are an integral part of these
                          consolidated balance sheets.

                                     Page 3

<PAGE>

                         MSC INDUSTRIAL DIRECT CO., INC.
                        Consolidated Statements of Income
                                   (unaudited)

<TABLE>
<CAPTION>
                                                           Thirteen Weeks Ended         Twenty-Six Weeks Ended
                                                         ------------------------      ------------------------
                                                          March 1,       March 2,       March 1,       March 2,
(in thousands, except per share data)                       1997           1996           1997           1996
                                                         ---------      ---------      ---------      ---------
                                                                         (Note 1)                      (Note 1)
<S>                                                      <C>            <C>            <C>            <C>      
Net Sales                                                $ 104,685      $  74,631      $ 196,899      $ 144,312
Cost of Goods Sold                                          61,975         43,945        115,922         84,604
         Gross Profit                                       42,710         30,686         80,977         59,708
Operating Expenses                                          28,035         20,381         54,938         40,637
                                                         ---------      ---------      ---------      ---------
         Income from Operations                             14,675         10,305         26,039         19,071
                                                         ---------      ---------      ---------      ---------
Other Income (Expense):
     Interest income                                           143            548            349            549
     Interest expense                                          (88)          (521)          (206)        (1,207)
     Other income (expense), net                              (131)            88            (98)           222
                                                         ---------      ---------      ---------      ---------
                                                               (76)           115             45           (436)
                                                         ---------      ---------      ---------      ---------
         Income before Provision for Income Taxes           14,599         10,420         26,084         18,635
Income Tax Provision (Credit)  (Note 3)                      5,768           (530)        10,303           (303)
                                                         ---------      ---------      ---------      ---------
         Net Income                                      $   8,831      $  10,950      $  15,781      $  18,938
                                                         =========      =========      =========      =========


Net Income per Common Share  (Note 4)                    $    0.26                     $    0.47
                                                         =========                     =========

Weighted Average Number of Common Shares Outstanding        34,139                        33,835
                                                         =========                     =========
</TABLE>

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

                                     Page 4

<PAGE>

                         MSC INDUSTRIAL DIRECT CO., INC.
                 Consolidated Statement of Shareholders' Equity
                                   (unaudited)

<TABLE>
<CAPTION>
(in thousands)                                      Class A              Class B
                                                 Common Stock         Common Stock      Additional             Deferred
                                              ------------------   -------------------    Paid-In   Retained    Stock
                                               Shares    Amount     Shares     Amount     Capital   Earnings Compensation  Total
                                              --------  --------   --------   --------    --------  --------   --------   --------
<S>                                           <C>       <C>        <C>        <C>         <C>       <C>        <C>        <C>     
Twenty-six weeks ended March 1, 1997:

Balance, August 31, 1996  (Note 1)               8,311  $      8     23,475   $     24    $145,628  $ 29,482   $ (2,571)  $172,571

Exchange of Class B common stock for

       Class A common stock                      4,500         5     (4,500)        (5)         --        --         --         --

Secondary public offering of common stock,

       net of costs of offering of $3,306        2,000         2         --         --      64,442        --         --     64,444

Exercise of common stock options                    39        --         --         --         741        --         --        741

Net income                                          --        --         --         --          --    15,781         --     15,781

Amortization of deferred stock compensation         --        --         --         --          --        --        290        290
                                              --------  --------   --------   --------    --------  --------   --------   --------

Balance, March 1, 1997                          14,850  $     15     18,975   $     19    $210,811  $ 45,263   $ (2,281)  $253,827
                                              ========  ========   ========   ========    ========  ========   ========   ========
</TABLE>

               The accompanying notes are an integral part of this
                            consolidated statement.

                                     Page 5

<PAGE>



                         MSC INDUSTRIAL DIRECT CO., INC.
                      Consolidated Statements of Cash Flows
                                   (unaudited)



<TABLE>
<CAPTION>
(in thousands)                                                                Twenty-Six Weeks Ended
                                                                             ------------------------
                                                                              March 1,       March 2,
                                                                               1997            1996
                                                                             ---------      ---------
<S>                                                                          <C>            <C>      
Cash Flows from Operating Activities:

     Net income                                                              $  15,781      $  18,938
                                                                             ---------      ---------
     Adjustments to reconcile net income to net cash
         Provided by (used in) operating activities:

         Deferred income taxes                                                      --         (3,966)
         Depreciation and amortization                                           2,497          1,285
         Provision for doubtful accounts                                           519            397
         Gain on disposal of property and equipment                                 --            (33)

         Changes in operating assets and liabilities, net of effect from
             acquisitions:

              Accounts receivable                                              (11,192)        (8,673)
              Inventories                                                        5,147        (24,064)
              Prepaid expenses and other current assets                            988           (402)
              Other assets                                                       1,190           (447)
              Accounts payable and other current liabilities                    (9,462)         6,511
              Other long-term liabilities                                          121            126
                                                                             ---------      ---------
                                                                               (10,192)       (29,266)
                                                                             ---------      ---------
                  Net cash provided by (used in) operating activities            5,589        (10,328)
                                                                             ---------      ---------

Cash Flows from Investing Activities:

     Expenditures for property, plant and equipment                             (8,724)        (9,046)
     Cash paid for acquisitions, net of cash acquired                          (27,171)            --
                                                                             ---------      ---------

                  Net cash used in investing activities                        (35,895)        (9,046)
                                                                             ---------      ---------


Cash Flows from Financing Activities:

     Net proceeds from public offering of common stock                          64,444        131,509
     Net proceeds from exercise of common stock options                            741             --
     Long-term borrowings                                                       10,672         52,540
     Repayments of long-term debt                                              (44,626)       (64,866)
     Repayments of subordinated debt to shareholders                                --        (11,778)
     Repayments from officers, employees and affiliates                            336            791
     Distributions to shareholders                                                  --        (61,963)
                                                                             ---------      ---------
                  Net cash provided by financing activities                     31,567         46,233
                                                                             ---------      ---------

Net Increase in Cash and Cash Equivalents                                        1,261         26,859
Cash and Cash Equivalents - beginning of period                                  1,679            681
                                                                             ---------      ---------
Cash and Cash Equivalents - end of period                                    $   2,940      $  27,540
                                                                             =========      =========
</TABLE>

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

                                     Page 6

<PAGE>

                   Notes to Consolidated Financial Statements
                      (in thousands except per share data)
                                   (unaudited)

 1.  MSC Industrial Direct Co., Inc. ("MSC" or the "Company") was incorporated
     in the State of New York on October 25, 1995, as a holding company for the
     purpose of (i) issuing 8,050 shares of Class A Common Stock in an initial
     public offering ("IPO") and (ii) issuing 24,000 shares of Class B Common
     Stock to the shareholders of Sid Tool Co., Inc. (the "Operating
     Subsidiary") in exchange for their then outstanding 30 shares of common
     stock of the Operating Subsidiary immediately prior to the effective date
     of MSC's IPO.

     MSC did not have any significant operating activity from its inception
     until December 20, 1995, the closing date of the IPO.

     The consolidated financial statements for the twenty-six weeks ended March
     2, 1996 include the results of operations of the operating subsidiary only,
     through the date of the IPO, and of MSC's consolidated results of
     operations thereafter. All references to a year are to the Company's fiscal
     year, which ends on the Saturday nearest August 31 of such year.

 2.  Reference is made to the Notes to Consolidated Financial Statements
     contained within the Company's audited financial statements for the year
     ended August 31, 1996 included in the Company's annual report on Form 10-K.
     In the opinion of management, the interim unaudited financial statements
     included herein reflect all adjustments necessary, consisting of normal
     recurring adjustments, for a fair presentation of such data on a basis
     consistent with that of the audited data presented therein. The results of
     operations for interim periods are not necessarily indicative of the
     results to be expected for a full year.

 3.  As a result of the IPO, the Operating Subsidiary no longer qualified as a
     Subchapter "S" corporation, and became subject to "C" corporation taxation.
     The provision for income taxes for the twenty-six weeks ended March 2, 1996
     reflects "S" corporation rates through the date of the IPO, and "C"
     corporation rates thereafter.

     On September 25, 1996, the Company completed a secondary offering of 6,500
     shares of Class A Common Stock, of which 2,000 shares were sold by the
     Company and 4,500 shares were converted from Class B to Class A Common
     Stock and sold by existing shareholders. Net proceeds received by the
     Company as a result of this offering were approximately $64,444.

                                     Page 7


<PAGE>

 4.  Net income per common share was computed by dividing the Company's net
     income by the weighted average number of common shares and common share
     equivalents outstanding during the thirteen and twenty-six week periods
     ended March 1, 1997. Pro forma net income for the thirteen and twenty-six
     week periods ended March 2, 1996 reflects the pro forma effect of "C"
     corporation taxation as follows:

<TABLE>
<CAPTION>
                                                        Thirteen       Twenty-Six
                                                      Weeks Ended     Weeks Ended
                                                     March 2, 1996   March 2, 1996
                                                     -------------   -------------
<S>                                                      <C>            <C>    
         Income before provision for income taxes        $10,420        $18,635
         Pro forma provision for income taxes              4,115          7,361
                                                         -------        -------
         Pro forma net income                            $ 6,305        $11,274
                                                         =======        =======
         Pro forma net income per common share           $  0.20        $  0.39
                                                         =======        =======
         Pro forma weighted average number of
              common shares outstanding                   31,086         29,281
                                                         =======        =======
</TABLE>

 5.  During the third quarter of 1996, the Company announced that it would be
     relocating its multi-location Long Island, New York warehouse and
     distribution center operation to a new, single-location, Company-owned
     facility near Harrisburg, Pennsylvania. The Pennsylvania distribution
     center commenced shipping in September 1996, and became fully operational
     during the second quarter of fiscal 1997. The estimated cost associated
     with the relocation of the Company's existing Long Island facilities is
     approximately $8,600, which is primarily comprised of personnel relocation
     and severance costs, lease abandonment costs, and moving and disposal
     costs, and this amount has been reflected as a charge to income from
     operations for the year ended August 31, 1996. Costs of approximately
     $4,754 were charged against the liability as of March 1, 1997, and the
     remaining $3,846 is included in accrued liabilities in the accompanying
     consolidated balance sheet as of March 1, 1997.


 6.  The Company provides for income taxes in accordance with Statement of
     Financial Accounting Standards ("SFAS") No. 109, "Accounting for Income
     Taxes". Under the asset and liability method specified by SFAS No. 109, the
     deferred tax amounts included in the balance sheet are determined based on
     the differences between the financial statement and tax bases of assets and
     liabilities as measured by the enacted tax rates that will be in effect
     when these differences reverse. Differences between assets and liabilities
     for financial statement and tax return purposes are principally related to
     inventories and certain accrued liabilities. Deferred income tax assets and
     liabilities were initially established during 1996 due to the Company's
     taxation as a "C" Corporation since the closing date of its IPO in December
     1995.

                                     Page 8

<PAGE>

 7.  During March 1995, SFAS No. 121, "Accounting for the Impairment of
     Long-Lived Assets to be Disposed of", was issued by the Financial
     Accounting Standards Board ("FASB"). This statement establishes financial
     accounting and reporting standards for the impairment of long-lived assets,
     certain identifiable intangibles, and goodwill related to those assets to
     be held and used, and for long-lived assets and certain identifiable
     intangibles to be disposed of. This statement is effective for financial
     statements for fiscal years beginning after December 15, 1995 (fiscal 1997
     for the Company).

     During October 1995, the FASB issued SFAS No. 123, "Accounting for
     Stock-Based Compensation". This statement establishes financial accounting
     and reporting standards for stock-based employee compensation plans. The
     provisions of SFAS No. 123 encourage entities to adopt a fair value based
     method of accounting for stock compensation plans; however, these
     provisions also permit the Company to continue to measure compensation
     costs under pre-existing accounting pronouncements. If the fair value based
     method of accounting is not adopted, SFAS No. 123 requires pro forma
     disclosures of net income and net income per share in the notes to the
     financial statements. The accounting requirements of SFAS No. 123 are
     effective for transactions entered into in fiscal years that begin after
     December 15, 1995. The disclosure requirements of SFAS No. 123 are
     effective for financial statements for fiscal years beginning after
     December 15, 1995 (fiscal 1997 for the Company).

     The effect, if any, on the consolidated financial statements, of
     implementation of SFAS No. 121 is not expected to be material. The Company
     will adopt the provisions of SFAS No. 123 by providing the pro forma
     disclosures in its annual report on Form 10-K for fiscal 1997.

     In March 1997, the FASB issued SFAS No. 128, "Earnings per Share" ("EPS").
     This statement establishes standards for computing and presenting EPS,
     replacing the presentation of currently required primary EPS with a
     presentation of Basic EPS. For entities with complex capital structures,
     the statement requires the dual presentation of both Basic EPS and Diluted
     EPS on the face of the consolidated statements of operations. Under this
     new standard, Basic EPS is computed based on weighted average shares
     outstanding and excludes any potential dilution; Diluted EPS reflects
     potential dilution from the exercise or conversion of securities into
     common stock or from other contracts to issue common stock and is similar
     to the currently required fully diluted EPS. SFAS No. 128 is effective for
     financial statements issued for periods ending after December 15, 1997 (the
     second quarter of fiscal 1998 for the Company), including interim periods,
     and earlier application is not permitted. When adopted, the Company will be
     required to restate its EPS data for all periods presented. The Company
     does not expect the impact of the adoption of this statement to be material
     to previously reported EPS amounts.

                                     Page 9


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

Certain information set forth herein contains forward-looking statements, as
such term is defined in Section 27A of the Securities Act of 1933 and Section
21E of the Securities Exchange Act of 1934. Such statements are subject to 
certain risks and uncertainties discussed herein, which could cause actual 
results to differ materially from those in the forward-looking statements.

Overview

MSC Industrial Direct Co., Inc. ("MSC" or the "Company") was formed in October
1995 as a holding company to hold all of the outstanding capital stock of Sid
Tool Co., Inc. (the "Operating Subsidiary"), which has conducted business since
1941.

MSC is one of the largest direct marketers of a broad range of industrial
products to small and mid-sized industrial customers throughout the United
States. The Company distributes a full line of industrial products, such as
cutting tools, abrasives, measuring instruments, machine tool accessories,
safety equipment, fasteners, welding supplies and electrical supplies, intended
to satisfy its customers' maintenance, repair and operations ("MRO") supplies
requirements. The Company offers approximately 323,000 stock keeping units
("SKUs") through its 3,560 page master catalog and weekly, monthly and quarterly
specialty and promotional catalogs, newspapers and brochures, which are
supported by three distribution centers and over 40 customer service locations.
Most of the Company's products are carried in stock, and orders for these
products are typically fulfilled on the day the order is received.

Results of operations reflect the operations of the Operating Subsidiary only,
for all periods through December 20, 1995, the date of the Company's initial
public offering, and of the Company and its subsidiaries subsequent to that
date.

During the twenty-six week period ended March 1, 1997, the Company completed the
acquisitions of Brooks Precision Supply, Inc., Dolin Supply Co. Inc., Anderson
Industrial Supply, Inc., and Enco Manufacturing Company, all of which are
engaged in similar businesses to that of MSC.

The Company is recording an annual non-cash charge of approximately $0.6 million
from fiscal 1996 through fiscal 2000, related to deferred compensation resulting
from the issuance of restricted stock to certain employees.

Results of Operations -
Thirteen weeks ended March 1, 1997 and March 2, 1996

Net sales increased by $30.1 million, or 40.3%, to $104.7 million in the second
quarter of 1997 from $74.6 million in the second quarter of 1996. This increase
was attributable to an increase in sales to the Company's existing customers, an
increase in the number of active customers and the effect of the acquisitions 
made subsequent to March 2, 1996. The increase in sales to existing customers 
was derived primarily from an increase in the number of SKUs offered.

                                     Page 10

<PAGE>

Gross profit increased by $12.0 million, or 39.2%, to $42.7 million in the
second quarter of 1997, from $30.7 million in the second quarter of 1996,
primarily attributable to increased sales. As a percentage of sales, gross
profit decreased from 41.1% to 40.8%, resulting primarily from slightly lower
margins realized from customers and product lines gained through the Company's
acquisitions.

Operating expenses increased by $7.6 million, or 37.6%, to $28.0 million in the
second quarter of 1997, from $20.4 million in the second quarter of 1996. As a
percentage of sales, operating expenses decreased from 27.3% to 26.8%, as a
result of both operating efficiencies and the distribution of fixed expenses
over a larger revenue base.

Net income decreased by $2.2 million, to $8.8 million in the second quarter of
1997 from $11.0 million in the second quarter of 1996, but increased by $2.5
million as compared with pro forma 1996 net income of $6.3 million, which gives
pro forma effect to "C" corporation taxation for the entire quarter. The
increase in net income on a pro forma basis is primarily attributable to
increased sales and a reduction of operating expenses as a percentage of sales.

Results of Operations -
Twenty-six weeks ended March 1, 1997 and March 2, 1996

Net sales increased by $52.6 million, or 36.4%, to $196.9 million during the
first half of 1997 from $144.3 million in the first half of 1996. This increase
was attributable to an increase in sales to the Company's existing customers, an
increase in the number of active customers and the effect of the acquisitions
made subsequent to March 2, 1996. The increase in sales to existing customers
was derived primarily from an increase in the number of SKUs offered.

Gross profit increased by $21.3 million, or 35.6%, to $81.0 million in the first
half of 1997, from $59.7 million in the first half of 1996, primarily
attributable to increased sales. As a percentage of sales, gross profit
decreased from 41.4% to 41.1%, resulting primarily from slightly lower margins
realized from customers and product lines gained through the Company's
acquisitions.

Operating expenses increased by $14.3 million, or 35.2%, to $54.9 million in the
first half of 1997, from $40.6 million in the first half of 1996. As a
percentage of sales, operating expenses decreased from 28.2% to 27.9%, as a
result of both operating efficiencies and the distribution of fixed expenses
over a larger revenue base.

Net income decreased by $3.1 million, to $15.8 million in the first half of 1997
from $18.9 million in the first half of 1996, but increased by $4.5 million as
compared with pro forma 1996 net income of $11.3 million, which gives pro forma
effect to "C" corporation taxation for the entire period. The increase in net
income on a pro forma basis is primarily attributable to increased sales and a
reduction of operating expenses as a percentage of sales.

                                     Page 11


<PAGE>

Liquidity and Capital Resources

The Company's primary capital needs have been to fund (i) the working capital
requirements necessitated by its sales growth and (ii) prior to the
reorganization (see Note 1 to the consolidated financial statements),
distributions to its then existing shareholders, primarily to satisfy their tax
liabilities resulting from the previous "S" corporation status of the Operating
Subsidiary. The Company's sources of financing have historically been from
operations, bank borrowings under its $80 million credit facility, subordinated
loans from shareholders, and a portion of the proceeds from the 1996 IPO and
1997 secondary offering. The Company completed its IPO on December 20, 1995, and
outstanding subordinated debt to shareholders and credit facility debt as of
that date were repaid out of the net proceeds. Subsequent bank borrowings were
repaid out of the proceeds from the secondary offering completed in September
1996. The Company anticipates that its cash flows from operations and available
lines of credit will be adequate to support its operations and its growth for
the immediate future and for at least the next 24 months.

In March 1996, the Company commenced shipments from its Elkhart, Indiana
distribution center, which provides next day service to most of the midwestern
United States. As a result of the opening of this facility, the Company
significantly increased its inventories to provide for future orders from the
distribution center.

Net cash provided by operating activities increased $15.9 million to $5.6
million from a net cash usage of $10.3 million for the twenty-six week periods
ended March 1, 1997 and March 2, 1996, respectively. The net usage of cash in
1996 was primarily due to purchases of inventory in connection with the initial
stocking of the Elkhart distribution center and introduction of new products.

Net cash used in investing activities for the twenty-six week periods ended
March 1, 1997 and March 2, 1996 was approximately $35.9 million and $9.0
million, respectively. The increase is primarily attributable to cash paid for
acquisitions during 1997.

Net cash provided by financing activities during the twenty-six week periods
ended March 1, 1997 and March 2, 1996 was approximately $31.5 million and $46.2
million, respectively. The change of $14.7 million is primarily attributable to
the difference between the proceeds received from the completion of the
Company's aforementioned public offerings, net of the existing long-term debt
repaid with such proceeds.

                                     Page 12

<PAGE>

PART II.      OTHER INFORMATION

ITEM 6.       Exhibits and Reports on Form 8-K

              ( a )   No exhibits have been filed during the quarter for which
                      this report is filed.

              ( b )   No reports on Form 8-K have been filed during the quarter
                      for which this report is filed.



                                     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.

                                          MSC INDUSTRIAL DIRECT CO., INC.
                                                   (Registrant)


Dated:   April 11, 1997           By:          /s/ Mitchell Jacobson
      -------------------            ------------------------------------------
                                                   Mitchell Jacobson
                                        President and Chief Executive Officer


Dated:   April 11, 1997           By:          /s/ Shelley M. Boxer
      -------------------            ------------------------------------------
                                                   Shelley M. Boxer

                                     Vice President and Chief Financial Officer
                                    (Principal Financial and Accounting Officer)


                                     Page 14


<TABLE> <S> <C>


<ARTICLE>      5
<MULTIPLIER>   1,000

       
<S>                                             <C>
<PERIOD-TYPE>                                   6-MOS      
<FISCAL-YEAR-END>                               AUG-30-1997
<PERIOD-START>                                  DEC-01-1996
<PERIOD-END>                                    MAR-01-1997
<CASH>                                          2,940   
<SECURITIES>                                    0       
<RECEIVABLES>                                   58,793  
<ALLOWANCES>                                    (1,751) 
<INVENTORY>                                     176,266 
<CURRENT-ASSETS>                                252,478 
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<DEPRECIATION>                                  (19,501)
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<BONDS>                                         0       
                           0       
                                     0       
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<OTHER-SE>                                      253,793 
<TOTAL-LIABILITY-AND-EQUITY>                    320,738 
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<CGS>                                           61,975  
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<OTHER-EXPENSES>                                28,035  
<LOSS-PROVISION>                                519     
<INTEREST-EXPENSE>                              88      
<INCOME-PRETAX>                                 14,599  
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<DISCONTINUED>                                  0       
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<EPS-PRIMARY>                                   0.26    
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</TABLE>


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