JLK DIRECT DISTRIBUTION INC
10-Q, 1997-11-14
INDUSTRIAL MACHINERY & EQUIPMENT
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                                 FORM 10-Q


                      SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C.  20549


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

               FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1997



                       Commission file number 1-13059



                         JLK DIRECT DISTRIBUTION INC.
            (Exact name of registrant as specified in its charter)


               PENNSYLVANIA                            23-2896928
        (State or other jurisdiction                 (I.R.S. Employer
             of incorporation)                      Identification No.)



                             STATE ROUTE 981 SOUTH
                                P.O. BOX 231
                         LATROBE, PENNSYLVANIA  15650
            (Address of registrant's principal executive offices)


      Registrant's telephone number, including area code: (412) 539-5000


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 [ ]


Indicate the number of shares outstanding of each of the issuer's classes of 
common stock, as of the latest practicable date:


         TITLE OF EACH CLASS                OUTSTANDING AT OCTOBER 31, 1997
- ----------------------------------------    -------------------------------
Class A Common Stock, par value $.01                     4,917,000

Class B Common Stock, par value $.01                    20,237,000

<PAGE>

                        JLK DIRECT DISTRIBUTION INC.
                                  FORM 10-Q
                     FOR QUARTER ENDED SEPTEMBER 30, 1997


                              TABLE OF CONTENTS


Item No.
- --------

                       PART I.  FINANCIAL INFORMATION

  1.   Financial Statements:

       Condensed Consolidated Balance Sheets (Unaudited)
       September 30, 1997 and June 30, 1997

       Condensed Consolidated Statements of Income (Unaudited)
       Three months ended September 30, 1997 and 1996

       Condensed Consolidated Statements of Cash Flows (Unaudited)
       Three months ended September 30, 1997 and 1996

       Notes to Condensed Consolidated Financial Statements
       (Unaudited)

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


                         PART II.  OTHER INFORMATION

  2.   Changes in Securities and Use of Proceeds

  6.   Exhibits and Reports on Form 8-K

<PAGE>
                               PART I.  FINANCIAL INFORMATION

<TABLE>
<CAPTION>

ITEM 1.  FINANCIAL STATEMENTS
JLK DIRECT DISTRIBUTION INC.
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
- -------------------------------------------------
(in thousands)                                          September 30,  June 30,
                                                           1997         1997  
                                                         --------     --------
<S>                                                      <C>          <C>
ASSETS
Current Assets:
  Cash and equivalents                                   $  1,591     $ 13,088
  Notes receivable from Kennametal                         73,934            -
  Accounts receivable, less allowance for
    doubtful accounts of $302 and $186                     48,566       42,589
  Inventories                                              71,088       70,332
  Deferred income taxes                                     3,260        3,260
                                                         --------     --------
  Total current assets                                    198,439      129,269
                                                         --------     --------
Property, Plant and Equipment:
  Land and buildings                                        1,828        1,828
  Machinery and equipment                                  11,364       10,406
  Less accumulated depreciation                            (5,563)      (5,202)
                                                         --------     --------
  Net property, plant and equipment                         7,629        7,032
                                                         --------     --------
Other Assets:
  Intangible assets, less accumulated
    amortization of $5,416 and $4,948                      27,459       27,927
  Other                                                     1,424        1,260
                                                         --------     --------
  Total other assets                                       28,883       29,187
                                                         --------     --------
  Total assets                                           $234,951     $165,488
                                                         ========     ========
LIABILITIES
Current Liabilities:
  Notes payable to banks                                 $    257     $ 20,295
  Notes payable to Kennametal                                   -       15,805
  Accounts payable                                         21,767       15,460
  Due to Kennametal and affiliates                          5,534        7,641
  Income taxes payable                                      8,082        4,055
  Other                                                     5,123        4,541
                                                         --------     --------
  Total current liabilities                                40,763       67,797
                                                         --------     --------
Other liabilities                                           4,297        4,960
                                                         --------     --------
  Total liabilities                                        45,060       72,757
                                                         --------     --------
SHAREHOLDERS' EQUITY
Shareholders' Equity:
  Investments by and advances from Kennametal                   -       92,643
  Preferred stock, $.01 par value; 25,000 shares                              
    authorized; none issued                                     -            -
  Class A Common Stock, $.01 par value; 75,000 shares
    authorized; 4,917 shares issued and outstanding            49            -
  Class B Common Stock, $.01 par value; 50,000 shares
    authorized; 20,237 shares issued and outstanding          202            -
  Additional paid-in capital                              182,854            -
  Retained earnings                                         6,769            -
  Cumulative translation adjustments                           17           88
                                                         --------     --------
  Total shareholders' equity                              189,891       92,731
                                                         --------     --------
  Total liabilities and shareholders' equity             $234,951     $165,488
                                                         ========     ========

See accompanying notes to condensed consolidated financial statements.

</TABLE>
<PAGE>

JLK DIRECT DISTRIBUTION INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
- -------------------------------------------------------
(in thousands, except per share data)
                                                       Three Months Ended
                                                          September 30,    
                                                      ---------------------
                                                        1997         1996  
                                                      --------     --------
OPERATIONS:

Net sales                                              $95,420      $70,018
  Cost of goods sold                                    63,171       48,073
                                                       -------      -------
Gross profit                                            32,249       21,945
  Operating expenses                                    22,079       15,410
                                                       -------      -------
Operating income                                        10,170        6,535
  Interest income                                          999            -
                                                       -------      -------
Income before income taxes                              11,169        6,535
Provision for income taxes                               4,400        2,565
                                                       -------      -------
Net income                                             $ 6,769      $ 3,970
                                                       =======      =======
PER SHARE DATA:

Net income per share                                   $  0.27            -
                                                       =======      =======
Weighted average shares outstanding                     25,154            -
                                                       =======      =======
Pro forma net income per share                               -      $  0.19
                                                       =======      =======
Pro forma weighted average shares outstanding                -       20,932
                                                       =======      =======

See accompanying notes to condensed consolidated financial statements.

<PAGE>

JLK DIRECT DISTRIBUTION INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
- -----------------------------------------------------------
(in thousands)
                                                        Three Months Ended
                                                           September 30,     
                                                     ------------------------
                                                       1997            1996  
                                                     --------        --------
OPERATING ACTIVITIES:
Net income                                           $ 6,769         $ 3,970
Adjustments for noncash items:
  Depreciation and amortization                          824             397
  Noncash transactions with Kennametal                     -           1,569
Changes in certain assets and liabilities:
  Accounts receivable                                 (6,003)             56
  Inventories                                           (810)          1,886
  Accounts payable and accrued liabilities             4,798          (5,360)
  Other                                                3,198              99
                                                     -------         -------
Net cash flow from operating activities                8,776           2,617
                                                     -------         -------
INVESTING ACTIVITIES:
Purchases of property, plant and equipment              (958)           (429)
Notes receivable from Kennametal                     (73,934)              -
                                                     -------         -------
Net cash flow used for investing activities          (74,892)           (429)
                                                     -------         -------
FINANCING ACTIVITIES:
Net proceeds from initial public offering
  of Class A Common Stock                             90,462               -
Decrease in short-term debt                          (20,038)              -
Notes Payable to Kennametal                          (15,805)              -
Net cash advances by (payments to) Kennametal              -            (766)
                                                     -------         --------
Net cash flow from (used for) financing activities    54,619            (766)
                                                     -------         --------
Effect of exchange rate changes on cash                    -              23
                                                     -------         -------
CASH AND EQUIVALENTS:
Net increase (decrease) in cash and equivalents      (11,497)          1,445
Cash and equivalents, beginning                       13,088             690
                                                     -------         -------
Cash and equivalents, ending                         $ 1,591         $ 2,135
                                                     =======         =======
SUPPLEMENTAL DISCLOSURES:
Interest paid                                        $     4         $     -
Income taxes paid                                      3,363           2,036


See accompanying notes to condensed consolidated financial statements.

<PAGE>

JLK DIRECT DISTRIBUTION INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
- ----------------------------------------------------------------

1.  The accompanying condensed consolidated financial statements of JLK Direct 
Distribution Inc. (the "Company") include the operations of J&L America, Inc. 
("J&L"), a previously wholly-owned subsidiary of Kennametal Inc. 
("Kennametal"), and Full Service Supply ("Full Service Supply"), which 
previously had been operated as a program of Kennametal.  Prior to April 1, 
1997, the Company had no separate legal status or existence.  Kennametal 
incorporated the Company as a Pennsylvania corporation under the name "JLK 
Direct Distribution Inc." in April 1997.  In anticipation of the initial 
public offering ("IPO"), Kennametal contributed to the Company the stock of 
J&L, including the J&L United Kingdom operations, and the assets and 
liabilities of Full Service Supply. Immediately prior to the effective date of 
the IPO (see Note 2), Kennametal exchanged its currently outstanding 
investment for 20,897,000 shares of Class B Common Stock.

In connection with the IPO, Kennametal surrendered to the Company 640,000 
shares of Class B Common Stock equal to the number of additional shares of 
Class A Common Stock purchased by the underwriters upon exercise of the 
underwriters over-allotment option.  In addition, Kennametal sold 20,000 
shares of Class B Common Stock at $20 per share to one of the members of its 
and the Company's board of directors.  The 20,000 shares of Class B Common 
Stock were subsequently converted to Class A Common Stock.  Subsequent to the 
IPO, 4,917,000 shares of Class A Common Stock were outstanding, and Kennametal 
held 20,237,000 shares of Class B Common Stock.

2.  On July 2, 1997, the Company consummated an IPO of approximately 
4.9 million shares of Class A Common Stock at a price of $20 per share.  The 
net proceeds from the IPO were approximately $90 million and represented 
approximately 20% of the Company's outstanding common stock.  The net proceeds 
were used by the Company to repay $20 million of short-term debt related to a 
dividend paid to Kennametal and $20 million to repay Kennametal for 
acquisitions and income taxes paid for on behalf of the Company.

In connection with the IPO, the remaining net proceeds were loaned to 
Kennametal under an intercompany debt/investment and cash management agreement 
at a fluctuating rate of interest equal to Kennametal's short-term borrowing 
costs.  Kennametal will maintain unused lines of credit to enable it to repay 
any portion of the borrowed funds as the amounts are due on demand by the 
Company.

3.  The condensed consolidated financial statements should be read in 
conjunction with the Notes to Consolidated Financial Statements included in 
the Company's 1997 Annual Report on Form 10-K.  The condensed consolidated 
balance sheet as of June 30, 1997 has been derived from the audited balance 
sheet included in the Company's 1997 Annual Report on Form 10-K.  These 
interim statements are unaudited; however, management believes that all 
adjustments necessary for a fair presentation have been made and all 
adjustments are normal, recurring adjustments.  The results for the three 
months ended September 30, 1997 are not necessarily indicative of the results 
to be expected for the full fiscal year.

4.  Earnings per share for fiscal 1998 was computed using the weighted average 
number of shares outstanding during the period.  Pro forma earnings per share 
for fiscal 1997 was computed using the weighted average number of shares 
outstanding during the period.  Pro forma weighted average common shares 
outstanding are presented on a basis that gives pro forma effect to (i) the 
issuance of the Class B Common Stock and (ii) the assumed issuance of 34,650 
shares of Class A Common Stock to fund the excess of dividends over net 
income.

5.  The Financial Accounting Standards Board ("FASB") recently issued SFAS 
No. 128, "Earnings Per Share" ("SFAS No. 128") and SFAS No. 129, "Disclosure 
of Information about Capital Structures" ("SFAS No. 129").  SFAS No. 128 was 
issued in February 1997 and is effective for periods ending after December 15, 
1997.  This statement, upon adoption, will require all prior earnings per 
share ("EPS") data to be restated to conform to the provisions of the 
statement.  This statement's objective is to simplify the computations of EPS 
and to make the U.S. standard for EPS computations more compatible with that 
of the International Accounting Standards Committee.  The Company will adopt 
SFAS No. 128 in the second quarter of fiscal 1998 and does not anticipate that 
the statement will have a significant impact on its reported EPS.

SFAS No. 129 was issued in February 1997 and is effective for periods ending 
after December 15, 1997.  This statement, upon adoption, will require all 
companies to provide specific disclosure regarding their capital structure.  
SFAS No. 129 will specify the disclosure for all companies, including 
descriptions of their capital structure and the contractual rights of the 
holders of such securities.  The Company will adopt SFAS No. 129 in the second 
quarter of fiscal 1998 and does not anticipate that the statement will have a 
significant impact on its disclosure.

Additionally, in June 1997, the FASB issued SFAS No. 130, "Reporting 
Comprehensive Income" ("SFAS No. 130") and SFAS No. 131, "Disclosures About 
Segments of an Enterprise and Related Information" ("SFAS No. 131").  
SFAS No. 130 is effective for years ending after December 15, 1997.  
SFAS No. 130 establishes standards for reporting and display of comprehensive 
income and its components in a full set of general-purpose financial 
statements.  The Company will adopt SFAS No. 130 in fiscal 1998 and does not 
anticipate that the statement will have a significant impact on its 
disclosures.

SFAS No. 131 introduces a new model for segment reporting called the 
"management approach."  The management approach is based on the way the chief 
operating decision-maker organizes segments within a company for making 
operating decisions and assessing performance.  SFAS No. 131 is effective for 
fiscal years beginning after December 15, 1997.  The Company is in the process 
of evaluating the effect of applying this statement.

6.  Subsequent to September 30, 1997, the Company announced that it has 
entered into an agreement to acquire GRS Industrial Supply Company ("GRS") and 
Car-Max Tool & Cutter Sales, Inc. ("Car-Max").  GRS and Car-Max are engaged in 
the distribution of metalcutting tools and industrial supplies in the Midwest 
and had combined sales approximating $23.9 million in the year ended 
December 31, 1996.  The acquisitions were accounted for using the purchase 
method of accounting.  The consolidated financial statements will include the 
operating results from the date of acquisition.  Pro forma results of 
operations have not been presented because the effects of these acquisitions 
were not significant.

7.  Information related to the Company's shareholders' equity during the 
September 1997 quarter is as follows:

<TABLE>
<CAPTION>

(in thousands)
                             Class A Common Stock  Class B Common Stock Additional Retained               Investments by
                             --------------------   -------------------  Paid-In   Retained  Translation   and Advances
                             Shares     Amount     Shares     Amount     Capital   Earnings  Adjustments  from Kennametal  Total
                             ------     ------     ------     ------     -------   --------  -----------  ---------------  -----
<S>                           <C>        <C>       <C>        <C>       <C>         <C>          <C>          <C>        <C>
Balance, June 30, 1997            -      $ -            -     $  -      $      -    $    -       $88          $92,643    $ 92,731

Exchange of investment by
  and advances from
  Kennametal for 20,897
  shares of Class B Common
  Stock                           -        -       20,897      209        92,434         -         -          (92,643)          -

Initial public offering
  of Class A Common Stock
  including surrender of 
  640 shares of Class B
  Common Stock                4,897       48         (640)      (6)       90,420         -         -                -      90,462


Sale and exchange of 
  Class B Common Stock for
  Class A Common Stock by
  Kennametal                     20        1          (20)      (1)            -         -         -                -           -

Translation adjustments           -        -            -        -             -          -      (71)               -         (71)

Net Income                        -        -            -        -             -      6,769        -                -       6,769
                              -----      ---       ------     ----      --------     ------      ---          -------    --------
Balance, September 30, 1997   4,917      $49       20,237     $202      $182,854     $6,769      $17          $     -    $189,891
                              =====      ===       ======     ====      ========     ======      ===          =======    ========
</TABLE>


In connection with the IPO, Kennametal surrendered to the Company 640,000 
shares of Class B Common Stock equal to the number of additional shares of 
Class A Common Stock purchased by the underwriters upon exercise of the 
underwriters over-allotment option.  In addition, Kennametal sold 20,000 
shares of Class B Common Stock at $20 per share to one of the members of its 
and the Company's board of directors.  The 20,000 shares of Class B Common 
Stock were subsequently converted to Class A Common Stock.  Subsequent to the 
IPO, 4,917,000 shares of Class A Common Stock were outstanding, and Kennametal 
held 20,237,000 shares of Class B Common Stock.

8.  The Company engages in business transactions with Kennametal and its 
subsidiaries.  Products purchased for resale from Kennametal and its 
subsidiaries totaled $10.2 million and $6.1 million for the September 1997 and 
1996 quarters, respectively.  Sales to these entities totaled $2.6 million and 
$3.6 million for the September 1997 and 1996 quarters, respectively.

The Company also receives from Kennametal certain warehouse, management 
information systems, financial and administrative services.  All amounts 
incurred by Kennametal on behalf of the Company are reflected in operating 
expenses in the accompanying statements of income.  Costs charged to the 
Company by Kennametal totaled $1.9 million and $1.6 million for the September 
1997 and 1996 quarters, respectively.

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

                               RESULTS OF OPERATIONS

NET SALES
- ---------
Net sales for the September 1997 quarter were $95.4 million, an increase of 
36% from $70.0 million last year.  Net sales increased because of the addition 
of four new showrooms, from the integration of new showroom locations from 
acquired companies, from further penetration of existing customers, and from 
an expanded product offering of more than 10,000 stock keeping units ("SKUs") 
in the 1998 master catalog issued September 1, 1997.  Excluding the 
acquisitions, net sales increased approximately 24%.

GROSS PROFIT
- ------------
Gross profit for the September 1997 quarter was $32.2 million, an increase of 
47% from $21.9 million in the prior year.  Gross profit margin for the 
September 1997 quarter was 33.8% compared to 31.3% in the prior year.  The 
gross profit margin improved due to a more favorable product mix as well as 
improved contract pricing on new Full Service Supply programs.

OPERATING EXPENSES
- ------------------
Operating expenses for the September 1997 quarter were $22.1 million, an 
increase of 43% from $15.4 million in the prior year.  Operating expenses as a 
percentage of net sales were 23.1% in the September 1997 quarter compared to 
22.0% in the prior year.  Operating expenses rose primarily as a result of 
increased costs from acquisitions, higher costs associated with the addition 
of four new showroom locations and increased direct mail costs, and new 
customer marketing campaigns.

Also included in operating expenses were charges from Kennametal Inc. 
("Kennametal") for warehousing, administrative, financial and management 
information systems services provided to the Company.  Charges from Kennametal 
were $1.9 million in the September 1997 quarter, an increase of 23% from 
$1.6 million in the prior year.  The increase in total charges from Kennametal 
resulted partly from increased costs to support higher sales volumes.

INTEREST INCOME
- ---------------
The Company earned interest income of approximately $1.0 million during 
September 1997 quarter.  This was primarily from investments made from excess 
cash and from the residual proceeds the Company received from its initial 
public offering ("IPO").

INCOME TAXES AND NET INCOME
- ---------------------------
The effective tax rate was 39.4% for the September 1997 quarter compared to 
39.3% in the prior year.  Net income increased 71% to $6.8 million for the 
September 1997 quarter as a result of higher sales and an improved gross 
margin, offset by higher operating expenses.

LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------
The Company's primary capital needs have been to fund the working capital 
requirements necessitated by its sales growth, its showroom expansion program 
in the United States, the addition of new products and Full Service Supply 
Programs.  The Company's primary sources of financing have been cash from 
operations and the net proceeds from the IPO.  The Company anticipates that 
its cash flows from operations, coupled with the net proceeds from the IPO, 
will be adequate to support its operations for the foreseeable future.

Net cash provided by operating activities was $8.8 million for the September 
1997 quarter.  The increase in net cash from operations resulted from higher 
net income and from lower working capital requirements.

Net cash used in investing activities was $74.9 million for the September 1997 
quarter.  The increase in net cash used in investing activities resulted from 
a portion of the net proceeds from the IPO being loaned to Kennametal under an 
intercompany debt/investment and cash management agreement and from 
investments related primarily to capital expenditures for improved information 
systems and office and computer equipment to accommodate new product offerings 
and showroom openings.

Subsequent to September 30, 1997, the Company announced that it has entered 
into an agreement to acquire GRS Industrial Supply Company ("GRS") and Car-Max 
Tool & Cutter Sales, Inc. ("Car-Max").  GRS and Car-Max are engaged in the 
distribution of metalcutting tools and industrial supplies in the Midwest and 
had combined sales approximating $23.9 million in the year ended December 31, 
1996.  The acquisitions were accounted for using the purchase method of 
accounting.  The consolidated financial statements will include the operating 
results from the date of acquisition.  Pro forma results of operations have 
not been presented because the effects of these acquisitions were not 
significant.

Net cash provided by financing activities was $54.6 million for the September 
1997 quarter.  The increase in net cash provided by financing activities was a 
result of proceeds received from the issuance of common stock in connection 
with the Company's IPO.  This was partially offset by repayments to Kennametal 
for amounts previously advanced to the Company for two acquisitions in the 
June 1997 quarter and by the repayment of short-term borrowings that were made 
under the Company's line of credit primarily to fund the $20 million dividend 
paid to Kennametal.

On July 2, 1997, the Company consummated its IPO of approximately 4.9 million 
shares of common stock at a price of $20 per share.  The net proceeds from the 
IPO were approximately $90 million and represented approximately 20% of the 
Company's outstanding common stock.  The net proceeds were used by the Company 
to repay $20 million of short-term debt related to the dividend paid to 
Kennametal and to repay $20 million to Kennametal for the recent acquisitions 
and income taxes paid for on behalf of the Company.

The remaining proceeds will be used to acquire or construct a new $15-20 
million Midwest distribution center, to provide working capital for new 
showrooms and Full Service Supply Programs and to fund acquisitions.  In 
connection with the IPO, the remaining net proceeds were loaned to Kennametal 
under an intercompany debt/investment and cash management agreement at a 
fluctuating rate of interest equal to Kennametal's short-term borrowing costs.  
Kennametal will maintain unused lines of credit to enable it to repay any 
portion or all of such loans on demand by the Company.

Additionally, during the September 1997 quarter, the Company finalized its 
plan of disengagement from those sites that are not being continued under the 
General Electric Full Service Supply contract ("GE Contract").  In fiscal 
1998, Full Service Supply sales will experience a gradual reduction as a 
result of this event.  In fiscal 1998, in conjunction with such disengagement, 
the Company expects sales to General Electric to amount to approximately 30% 
of the total amount received by the Company in fiscal 1997 under the GE 
Contract which amounted to $54.7 million.

FINANCIAL CONDITION
- -------------------
The Company's financial condition continues to remain strong.  Total assets 
were $235 million at September 30, 1997, up 42% from $165 million at 
June 30, 1997.  Net working capital was $158 million, up from $61 million at 
June 30, 1997.  Additionally, the Company had no outstanding debt at 
September 30, 1997.

The most significant event that impacted the Company's financial condition 
during the quarter was the Company's IPO of approximately 4.9 million shares 
of common stock at $20 per share.  The net proceeds received from the offering 
were approximately $90 million.  A portion of the net proceeds were used to 
repay short-term debt and advances from Kennametal, and the remaining net 
proceeds were loaned to Kennametal.

OUTLOOK
- -------
In looking to the second quarter ending December 31, 1997, management expects 
JLK's sales to increase over the second quarter of a year ago.  Sales should 
benefit from expansion of locations, increased mail order sales as a result of 
the expanded product offering in the new master catalog, and from acquisitions 
offset in part by the termination of the GE Contract.

This Form 10-Q contains "forward-looking statements" as defined in Section 21E 
of the Securities Exchange Act of 1934.  Actual results can materially differ 
from those in the forward-looking statements to the extent that the 
anticipated economic conditions in the United States and Europe are not 
sustained.  The Company undertakes no obligation to publicly release any 
revisions to forward-looking statements to reflect events or circumstances 
occurring after the date hereof.

                       PART II.  OTHER INFORMATION

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS
- --------------------------------------------------

The information set forth in Note 2 to the condensed consolidated financial 
statements, contained in Part I. of this Form 10-Q, and the information set 
forth in Part I, Item 2 of this Form 10-Q, is incorporated by reference herein 
and supplements the information previously reported in Part II, Item 5 of the 
Company's Form 10-K for the year ended June 30, 1997, which is also 
incorporated by reference herein.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K
- -----------------------------------------

    (a)  Exhibits

        (27)  Financial Data Schedule for three months ended 
              September 30, 1997, submitted to the Securities and
              Exchange Commission in electronic format, filed herewith

    (b)  Reports on Form 8-K

         No reports on Form 8-K were filed during the quarter ended 
         September 30, 1997.


                                 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.


                                 JLK DIRECT DISTRIBUTION INC.


Date: November 14, 1997     By:  /s/ MICHAEL J. MUSSOG  
                                 -----------------------
                                 Michael J. Mussog
                                 Vice President and
                                 Chief Financial Officer




<TABLE> <S> <C>

<ARTICLE>  5
<LEGEND>
This schedule contains summary financial information extracted from
the September 30, 1997 Condensed Consolidated Financial Statements
(unaudited) and is qualified in its entirety by reference to such
financial statements.
</LEGEND>
<MULTIPLIER> 1,000
       
<S>                            <C>
<PERIOD-TYPE>                  3-MOS
<FISCAL-YEAR-END>                        JUN-30-1998
<PERIOD-START>                           JUL-01-1997
<PERIOD-END>                             SEP-30-1997
<CASH>                                         1,591
<SECURITIES>                                       0
<RECEIVABLES>                                122,802
<ALLOWANCES>                                     302
<INVENTORY>                                   71,088
<CURRENT-ASSETS>                             198,439
<PP&E>                                        13,192
<DEPRECIATION>                                 5,563
<TOTAL-ASSETS>                               234,951
<CURRENT-LIABILITIES>                         40,763
<BONDS>                                            0
                              0
                                        0
<COMMON>                                         251
<OTHER-SE>                                   189,640
<TOTAL-LIABILITY-AND-EQUITY>                 234,951
<SALES>                                       95,420
<TOTAL-REVENUES>                              95,420
<CGS>                                         63,171
<TOTAL-COSTS>                                 63,171
<OTHER-EXPENSES>                                 463
<LOSS-PROVISION>                                  12
<INTEREST-EXPENSE>                                 0
<INCOME-PRETAX>                               11,169
<INCOME-TAX>                                   4,400
<INCOME-CONTINUING>                            6,769
<DISCONTINUED>                                     0
<EXTRAORDINARY>                                    0
<CHANGES>                                          0
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