<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 May 31, 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 July 9, 1997:
Class A - 14,923,959 Class B - 18,913,700
<PAGE>
MSC INDUSTRIAL DIRECT CO., INC.
INDEX
PART I. FINANCIAL INFORMATION Page No.
ITEM 1. Consolidated Financial Statements (Note 1)
Consolidated Balance Sheets -
May 31, 1997 and August 31, 1996 3
Consolidated Statements of Income -
Thirteen and thirty-nine weeks ended May 31, 1997 and
June 1, 1996 4
Consolidated Statement of Shareholders' Equity -
Thirty-nine weeks ended May 31, 1997 5
Consolidated Statements of Cash Flows -
Thirty-nine weeks ended May 31, 1997 and June 1, 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 14
SIGNATURES 15
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) May 31, August 31,
1997 1996
--------- ---------
ASSETS (unaudited) (audited)
<S> <C> <C>
Current Assets:
Cash and cash equivalents $ 9,187 $ 1,679
Accounts receivable, net of allowance for doubtful
accounts of $1,785 and $1,319, respectively 54,909 41,042
Inventories 163,829 152,620
Due from officers, employees and affiliated companies 611 1,052
Prepaid expenses and other current assets 1,514 1,792
Deferred income tax assets 8,135 9,920
Prepaid Federal income tax payments 568 4,512
--------- ---------
Total current assets 238,753 212,617
--------- ---------
Property, Plant and Equipment, net 49,100 38,989
--------- ---------
Other Assets:
Goodwill 25,557 8,224
Other 3,502 5,654
--------- ---------
29,059 13,878
--------- ---------
$ 316,912 $ 265,484
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts payable $ 11,988 $ 13,270
Accrued liabilities 36,003 31,568
Income taxes payable -- 1,508
Current portion of long-term debt 59 2,486
--------- ---------
Total current liabilities 48,050 48,832
Long-Term Notes Payable 2,590 42,191
Other Long-Term Liabilities 84 110
Deferred Income Tax Liabilities 1,217 1,780
--------- ---------
Total liabilities 51,941 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 210,884 145,628
Retained earnings 56,184 29,482
--------- ---------
267,102 175,142
Deferred stock compensation (2,131) (2,571)
--------- ---------
Total shareholders' equity 264,971 172,571
--------- ---------
$ 316,912 $ 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 Thirty-nine Weeks Ended
------------------------ ------------------------
May 31, June 1, May 31, June 1,
(in thousands, except per share data) 1997 1996 1997 1996
--------- --------- --------- ---------
(Note 1) (Note 1)
<S> <C> <C> <C> <C>
Net Sales $ 123,895 $ 80,215 $ 320,794 $ 224,527
Cost of Goods Sold 73,452 46,660 189,374 131,264
--------- --------- --------- ---------
Gross Profit 50,443 33,555 131,420 93,263
Operating Expenses 32,688 20,577 87,626 61,214
Distribution center Restructuring Charge (Note 4) -- 8,600 -- 8,600
--------- --------- --------- ---------
Income from Operations 17,755 4,378 43,794 23,449
Other Income (Expense):
Interest income 457 199 806 748
Interest expense (452) (86) (658) (1,293)
Other income (expense), net 276 67 178 289
--------- --------- --------- ---------
281 180 326 (256)
--------- --------- --------- ---------
Income before Provision for Income Taxes 18,036 4,558 44,120 23,193
Income Tax Provision (Note 6) 7,115 1,800 17,418 1,947
--------- --------- --------- ---------
Net Income $ 10,921 $ 2,758 $ 26,702 $ 21,246
========= ========= ========= =========
Net Income per Common Share $ 0.32 $ 0.09 $ 0.79
========= ========= =========
Weighted Average Number of Common Shares Outstanding 34,140 32,049 33,930
========= ========= =========
</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 Common Stock Class B Common Stock
--------------------- ----------------------
Shares Amount Shares Amount
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Thirty-nine weeks ended May 31, 1997:
Balance, August 31, 1996 (Note 1) 8,311 $ 8 23,475 $ 24
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 -- --
Exercise of common stock options 41 -- -- --
Net income -- -- -- --
Amortization of deferred stock compensation -- -- -- --
-------- -------- -------- --------
Balance, May 31, 1997 14,852 $ 15 18,975 $ 19
======== ======== ======== ========
<CAPTION>
Additional Deferred
(in thousands) Paid-In Retained Stock
Capital Earnings Compensation Total
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Thirty-nine weeks ended May 31, 1997:
Balance, August 31, 1996 (Note 1) $145,628 $ 29,482 $ (2,571) $172,571
Exchange of Class B common stock for
Class A common stock -- -- -- --
Secondary public offering of common stock,
net of costs of offering of $3,306 64,442 -- -- 64,444
Exercise of common stock options 814 -- -- 814
Net income -- 26,702 -- 26,702
Amortization of deferred stock compensation -- -- 440 440
-------- -------- -------- --------
Balance, May 31, 1997 $210,884 $ 56,184 $ (2,131) $264,971
======== ======== ======== ========
</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) Thirty-nine Weeks Ended
------------------------
May 31, June 1,
1997 1996
--------- ---------
<S> <C> <C>
Cash Flows from Operating Activities:
Net income $ 26,702 $ 21,246
--------- ---------
Adjustments to reconcile net income to net cash
Provided by (used in) operating activities:
Deferred income taxes 3,944 (7,542)
Depreciation and amortization 3,974 2,282
Provision for doubtful accounts 566 618
Gain on disposal of property and equipment -- (33)
Changes in operating assets and liabilities, net of effect from
acquisitions:
Accounts receivable (9,106) (9,043)
Inventories 8,594 (45,637)
Prepaid expenses and other current assets 2,341 (700)
Other assets 2,181 (1,056)
Accounts payable and other current liabilities (5,038) 12,611
Other long-term liabilities (589) (21)
--------- ---------
6,867 (48,521)
--------- ---------
Net cash provided by (used in) operating activities 33,569 (27,275)
--------- ---------
Cash Flows from Investing Activities:
Expenditures for property, plant and equipment (11,351) (15,359)
Cash paid for acquisitions, net of cash acquired (27,771) --
--------- ---------
Net cash used in investing activities (39,122) (15,359)
--------- ---------
Cash Flows from Financing Activities:
Net proceeds from public offering of common stock 64,444 131,466
Net proceeds from exercise of common stock options 814 --
Long-term borrowings 10,672 67,614
Repayments of long-term debt (63,310) (82,386)
Repayments of subordinated debt to shareholders -- (11,778)
Repayments from officers, employees and affiliates 441 791
Distributions to shareholders -- (61,963)
--------- ---------
Net cash provided by financing activities 13,061 43,744
--------- ---------
Net Increase in Cash and Cash Equivalents 7,508 1,110
Cash and Cash Equivalents - beginning of period 1,679 681
--------- ---------
Cash and Cash Equivalents - end of period $ 9,187 $ 1,791
========= =========
</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 thirty-nine weeks ended June
1, 1996 include the results of operations of the operating subsidiary
only, through the date of the IPO, and 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 thirty-nine weeks ended
June 1, 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. 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 was reflected as a charge to income from operations
in the third quarter of fiscal 1996. Expenditures of approximately $5,719
have been charged against the liability as of May 31, 1997, and the
remaining $2,881 is included in accrued liabilities in the accompanying
consolidated balance sheet as of May 31, 1997.
5. Had the initial public offering occurred on the first day of fiscal 1995,
the weighted average number of common shares used in the computation of
earnings per share would have resulted in pro forma net income and
earnings per share as follows:
Thirteen Thirty-Nine
Weeks Ended Weeks Ended
----------- -----------
June 1, June 1,
Including Restructuring (Note 4) 1996 1996
----------------------- ------- -------
Pro forma net income $2,758 $14,033
Pro forma earnings per share $0.09 $0.45
Excluding Restructuring (Note 4)
-----------------------
Pro forma net income $7,958 $19,233
Pro forma earnings per share $0.25 $0.61
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 Exchange Act of 1933 and
Section 21E of the Securities 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 45 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 thirty-nine week period ended May 31, 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 May 31, 1997 and June 1, 1996
Net sales increased by $43.7 million, or 54.5%, to $123.9 million in the third
quarter of 1997 from $80.2 million in the third 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 June 1, 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 $16.9 million, or 50.3%, to $50.4 million in the
third quarter of 1997, from $33.6 million in the third quarter of 1996,
primarily attributable to increased sales. As a percentage of sales, gross
profit decreased from 41.8% to 40.7%, resulting primarily from slightly lower
margins realized from customers and product lines gained through the Company's
acquisitions.
Operating expenses increased by $12.1 million, or 58.9%, to $32.7 million in
the third quarter of 1997, from $20.6 million in the third quarter of 1996. As
a percentage of sales, operating expenses increased from 25.7% to 26.4%, as a
result of expenses related to the investment in new branches which will enhance
future income.
Restructuring charge of $8.6 million, recorded during the third quarter of
1996, is the estimated cost of the relocation of the Company's Long Island
distribution center and warehouses. This is the equivalent of $5.2 million
after taxes, or $0.16 per share. The restructuring charge includes the cost of
relocating or replacing the Company's Long Island workforce, the cost to
physically move the inventory from Long Island to Harrisburg, Pennsylvania, and
the cost of leases and assets associated with abandoned facilities.
Net income increased by $8.1 million, to $10.9 million in the third quarter of
1997 from $2.8 million in the third quarter of 1996. The increase in net income
is primarily attributable to increased sales as a result of internal growth as
well as contributions from the acquisitions.
Results of Operations -
Thirty-nine weeks ended May 31, 1997 and June 1, 1996
Net sales increased by $96.3 million, or 42.9%, to $320.8 million during the
first nine months of 1997 from $224.5 million in the first nine months 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 June 1, 1996. The increase in
sales to existing customers was derived primarily from an increase in the
number of SKUs offered.
Gross profit increased by $38.2 million, or 40.9%, to $131.4 million in the
first nine months of 1997, from $93.3 million in the first nine months of 1996,
primarily attributable to increased sales. As a percentage of sales, gross
profit decreased from 41.5% to 41.0%, resulting primarily from slightly lower
margins realized from customers and product lines gained through the Company's
acquisitions.
Operating expenses increased by $26.4 million, or 43.1%, to $87.7 million in
the first nine months of 1997, from $61.2 million in the first nine months of
1996. As a percentage of sales, operating expenses remained constant at 27.3%.
This results from both operating efficiencies and the distribution of fixed
expenses over a larger revenue base offset by the expenses related to the
investment in new branches, which will enhance future growth.
Page 11
<PAGE>
Restructuring charge of $8.6 million, recorded during the third quarter of
1996, is the estimated cost of the relocation of the Company's Long Island
distribution center and warehouses. This is the equivalent of $5.2 million
after taxes, or $0.16 per share. The restructuring charge includes the cost of
relocating or replacing the Company's Long Island workforce, the cost to
physically move the inventory from Long Island to Harrisburg, Pennsylvania, and
the cost of leases and assets associated with abandoned facilities.
Net income increased by $5.5 million, to $26.7 million in the first nine months
of 1997 from $21.2 million in the first nine months of 1996, but increased by
$12.7 million as compared with pro forma 1996 net income of $14.0 million,
which gives pro forma effect to "C" corporation taxation for the entire period.
The increase in net income is primarily attributable to increased sales and
gross margins offset by the increase in operating expenses necessary in order
to service increased volume and invest in future growth.
Page 12
<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 $60.8 million to $33.6
million from a net cash usage of $27.3 million for the thirty-nine week periods
ended May 31, 1997 and June 1, 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.
In 1997, inventory, excluding inventory of acquired companies, declined
reflecting improved inventory control policies and procedures.
Net cash used in investing activities for the thirty-nine week periods ended
May 31,1997 and June 1, 1996 was approximately $39.1 million and $15.4 million,
respectively. The increase is primarily attributable to cash paid for
acquisitions during 1997. The balance reflects continued investment in existing
distribution centers and new branches.
Net cash provided by financing activities during the thirty-nine week periods
ended May 31, 1997 and June 1, 1996 was approximately $13.1 million and $43.7
million, respectively. The change of $30.7 million is primarily attributable to
the difference between the proceeds received from the completion of the
Company's aforementioned public offerings, net of the repayment of existing
long-term debt and shareholder distributions from such proceeds.
Page 13
<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 14
<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: July 11, 1997 By: /s/ Mitchell Jacobson
----------------- ------------------------------------------
President and Chief Executive Officer
Dated: July 11, 1997 By: /s/ Shelley M. Boxer
----------------- ------------------------------------------
Vice President and Chief Financial Officer
(Principal Financial & Accounting Officer)
Page 15
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> AUG-30-1997
<PERIOD-START> SEP-01-1996
<PERIOD-END> MAY-31-1997
<CASH> 9,187
<SECURITIES> 0
<RECEIVABLES> 56,694
<ALLOWANCES> 1,785
<INVENTORY> 163,829
<CURRENT-ASSETS> 238,753
<PP&E> 69,823
<DEPRECIATION> (20,723)
<TOTAL-ASSETS> 316,912
<CURRENT-LIABILITIES> 48,050
<BONDS> 0
0
0
<COMMON> 34
<OTHER-SE> 264,937
<TOTAL-LIABILITY-AND-EQUITY> 316,912
<SALES> 123,895
<TOTAL-REVENUES> 123,895
<CGS> 73,452
<TOTAL-COSTS> 73,452
<OTHER-EXPENSES> 32,688
<LOSS-PROVISION> 566
<INTEREST-EXPENSE> 452
<INCOME-PRETAX> 18,036
<INCOME-TAX> 7,115
<INCOME-CONTINUING> 10,921
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 10,921
<EPS-PRIMARY> .32
<EPS-DILUTED> .32
</TABLE>
