<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[x] Quarterly Report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the Quarterly Period Ended June 30, 1999
OR
[ ] Transition Report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the Transition Period from ______ to ______
COMMISSION FILE NUMBER 001-04021
TRISTAR AEROSPACE CO.
(Exact name of registrant as specified in its charter)
DELAWARE 75-2665751
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2527 Willowbrook Road
Suite 200
Dallas, Texas 75220-4420
(Address of principal executive offices)
214-366-5000
(Registrant's telephone number, including area code)
(Former name, former address and former fiscal year if changed since last
report)
Indicate by check mark whether registrant (1) has filed all reports required
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.
Class Number of shares outstanding at June 30, 1999
Common Stock, $.01 par value 17,252,054
<PAGE>
TRISTAR AEROSPACE CO.
FORM 10-Q
Quarter Ended June 30, 1999
TABLE OF CONTENTS
PART I -- FINANCIAL INFORMATION
Item
1. Financial Statements
2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
3. Quantitative and Qualitative Disclosure about Market Risks
PART II -- OTHER INFORMATION
1. Legal Proceedings
2. Changes in Securities and Use of Proceeds
6. Exhibits and Reports on Form 8-K
Signatures
Page 2
<PAGE>
TRISTAR AEROSPACE CO. AND SUBSIDIARIES
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
TRISTAR AEROSPACE CO. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
<TABLE>
<CAPTION>
June 30, September 30,
1999 1998
------------- -------------
<S> <C> <C>
ASSETS
Current assets:
Cash $ 8,568 $ 8,202
Accounts receivable, net 43,071 34,479
Inventories, net 112,432 94,980
Other assets 7,009 4,254
------------- -------------
Total current assets 171,080 141,915
Property & equipment, net 6,412 3,932
Intangibles & other assets, net 32,897 9,911
------------- -------------
Total assets $ 210,389 $ 155,758
============= =============
LIABILITIES & STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt $ 9,000 $ 500
Accounts payable 26,742 21,272
Accrued liabilities & other 7,312 5,447
------------- -------------
Total current liabilities 43,054 27,219
------------- -------------
Long-term debt 99,500 75,000
------------- -------------
Stockholders' equity
Common stock, $.01 par value, 40,000,000 shares authorized 173 170
Additional paid-in capital 26,551 25,694
Retained earnings 41,111 27,675
------------- -------------
Total stockholders' equity: 67,835 53,539
------------- -------------
Total liabilities & stockholders' equity $ 210,389 $ 155,758
============= =============
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
Page 3
<PAGE>
TRISTAR AEROSPACE CO. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Nine Months
Ended June 30, Ended June 30,
----------------------------- -----------------------------
1999 1998 1999 1998
----------------------------- -----------------------------
<S> <C> <C> <C> <C>
Revenues $ 55,100 $ 49,158 $ 156,727 $ 137,562
Cost of goods sold 37,248 33,456 106,094 93,871
--------- --------- --------- ---------
Gross Profit 17,852 15,702 50,633 43,691
--------- --------- --------- ---------
Selling, general & administrative expenses 8,658 7,358 23,520 20,505
Compensation expense of stock options - 1,133 - 1,486
--------- --------- --------- ---------
Operating Income 9,194 7,211 27,113 21,700
Interest and other expense
Interest Expense 2,198 1,423 5,372 3,912
Other Income (47) (41) (166) (124)
--------- --------- --------- ---------
Income before Taxes 7,043 5,829 21,907 17,912
Provision for income taxes 2,722 2,258 8,471 6,843
--------- --------- --------- ---------
Net Income $ 4,321 $ 3,571 $ 13,436 $ 11,069
========= ========= ========= =========
Earnings per share:
Basic $ 0.25 $ 0.21 $ 0.78 $ 0.66
Diluted $ 0.24 $ 0.20 $ 0.74 $ 0.62
Weighted average shares outstanding:
Basic 17,228 16,772 17,131 16,646
Diluted 18,309 18,138 18,190 17,929
The accompanying notes are an integral part of these consolidated
financial statements.
Page 4
<PAGE>
TRISTAR AEROSPACE CO. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
Nine Months
Ended June 30,
---------------------------
1999 1998
-------- --------
<S> <C> <C>
Cash flows from operating activities
Net income $ 13,436 $ 11,069
Adjustments to reconcile net income to net cash
provided by (used in) operating activities
(net of acquisition):
Depreciation and amortization 1,627 1,077
Provision for doubtful accounts 104 (72)
Provision for excess and obsolete inventories 1,457 1,819
Compensation expense of stock options - 1,486
Changes in operating assets and liabilities
(Increase) decrease in accounts receivable (6,475) (9,529)
(Increase) decrease in inventories (7,757) (25,943)
(Increase) decrease in other assets (2,391) (2,163)
Increase (decrease) in accounts payable & accrued expenses 1,723 69
-------- --------
Net cash provided by (used in) operating activities 1,724 (22,187)
-------- --------
Cash flows from investing activities:
Acquisition of business (30,389) -
Capital expenditures (3,291) (1,438)
-------- --------
Net cash provided by (used in) investing activities (33,680) (1,438)
-------- --------
Cash flows from financing activities:
Issuance of common stock 860 835
Borrowings from revolving facility 5,000 20,500
Payments on revolving facility (31,500) (500)
Borrowings from issuance of long-term debt 61,000 -
Payments on long-term debt (1,500) -
Capitalization of loan fees (1,538) -
-------- --------
Net cash provided by (used in) financing activities 32,322 20,835
-------- --------
Net increase (decrease) in cash 366 (2,790)
Cash, beginning of period 8,202 4,764
-------- --------
Cash, end of period $ 8,568 $ 1,974
======== ========
Supplemental cash flow information:
Cash paid for interest $ 4,312 $ 3,748
Cash paid for income taxes 9,025 7,435
</TABLE>
The accompanying notes are an integral part of these consolidated
financial statements.
Page 5
<PAGE>
TRISTAR AEROSPACE CO. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1 - BASIS OF FINANCIAL STATEMENTS
Unless the context otherwise requires, reference to the "Company" in this
Form 10-Q includes TriStar Aerospace Co. and its subsidiaries. The
accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with the instructions to Form 10-Q under Section 13 of
the Securities Exchange Act of 1934 and are filed pursuant to Rule 13a-13 and
do not include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements. In the
opinion of management, the accompanying condensed consolidated financial
statements contain all the adjustments (consisting of normal recurring
accruals) necessary for a fair statement of the Company's financial position
as of June 30, 1999 and September 30, 1998, and the results of operations and
cash flows for the three month and nine month periods ended June 30, 1999 and
1998. The results of operations for the three month and nine month periods
ended June 30, 1999 and 1998 are not necessarily indicative of the results to
be expected for the full fiscal year. The condensed consolidated financial
statements should be read in conjunction with the financial statements and
accompanying notes contained in the Company's Form 10-K dated as of September
30, 1998.
NOTE 2 - ACQUISITION OF BUSINESS
On March 24, 1999, the Company acquired the outstanding capital stock of
Standard Parts & Equipment Corp. ("SPEC"), based in Fort Worth, Texas. The
initial purchase price was approximately $28.2 million which included a cash
payment of $24.7 million and the assumption of $3.5 million in debt. In June
1999, the Company made another payment of $1.9 million to the former
shareholders of SPEC based upon SPEC meeting a certain earnings target as set
forth in the purchase agreement. The Company may be required to make
additional payments of up to $5.4 million contingent upon the results of
SPEC's operations during the remainder of the calendar year ended December
31, 1999. The acquisition was accounted for under the purchase method.
Accordingly, the purchase price was allocated to the assets acquired and
liabilities assumed based and upon their estimated fair market values. This
treatment has resulted in approximately $20.8 million of cost in excess of
the net assets acquired (goodwill). This excess (which will increase for any
future contingent cash consideration) will be amortized on a straight-line
basis over 30 years. The results of operations for SPEC have been included in
the results of the Company since completion of the acquisition on March 24,
1999.
The table below presents the pro-forma combined results of the Company and
SPEC for the nine month periods ended June 30, 1999 and 1998. As SPEC was an
S corporation prior to the purchase, income taxes in the pro-forma
calculation are based upon the Company's income tax rate.
<TABLE>
<CAPTION>
Nine Months
Ended June 30,
----------------------------
1999 1998
----------------------------
<S> <C> <C>
Revenues $168,101 $157,032
Net Income 14,057 11,309
Basic Earnings
per share 0.82 0.68
Diluted Earnings
per share 0.77 0.63
</TABLE>
NOTE 3 - LONG-TERM DEBT
In conjunction with the acquisition of SPEC, the Company amended and restated
its credit agreement on March 24, 1999 ("Credit Agreement"). This restated
agreement expanded the Company's credit facility from $100 million to $160
million. The $160 million includes a $110 million term note ("Term Note") and
a $50 million revolving credit facility ("Revolver"). The Term Note was
increased from $49 million to $110 million. The proceeds from this $61 million
increase were used to pay down the revolver balance ($29.5 million), provide
funding of approximately $28.2 million for the purchase of SPEC and provide
funds for general corporate purposes. The Term Note is payable over a six year
period with quarterly payments starting June 15, 1999 and ending on March 24,
2005. Any borrowings under the Revolver must be repaid by March 24, 2005. The
interest rate on both the Term Note and the Revolver is set at the Euro dollar
rate plus a
Page 6
<PAGE>
spread not to exceed 2%. The interest rate was 7.07% as of June 30, 1999. As
of June 30, 1999, the Company had no borrowings under its Revolver.
Future maturities of long-term debt at June 30, 1999 were as follows (in
thousands):
<TABLE>
<CAPTION>
For the years
ended
September 30,
<S> <C>
1999 $ 1,500
2000 11,000
2001 18,000
2002 20,000
2003 22,000
Thereafter 36,000
--------
$108,500
========
</TABLE>
NOTE 4 - COMPENSATION EXPENSE OF STOCK OPTIONS
On December 8, 1997, the Company issued options to purchase 158,000 shares of
the Company's common stock to an executive at a discount from the fair market
value at the date of grant. The Company recorded additional non-cash,
non-recurring compensation expense related to these options of $1.1 million
for the three month period ended June 30, 1998, and $1.5 million for the nine
month period ended June 30, 1998.
NOTE 5 - ISSUANCE OF COMMON STOCK
During the nine months ended June 30, 1999, 207,312 shares of the Company's
common stock were issued due to the exercise of stock options at an average
price of $4.12.
NOTE 6 - FOOTNOTES INCORPORATED BY REFERENCE
Certain footnotes are applicable to the condensed consolidated financial
statements but would be substantially unchanged from those presented in the
Company's Form 10-K for the fiscal year ended September 30, 1998 filed with
the Securities and Exchange Commission. Accordingly, reference should be made
to those financial statements for the following:
<TABLE>
<CAPTION>
NOTE DESCRIPTION
------ ----------------------------------------------
<S> <C>
1 Organization and Business
2 Summary of Significant Accounting Policies
4 Income Taxes
5 Commitments and Contingencies
8 Employee Stock Plans
</TABLE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain statements in this Form 10-Q under "Management's Discussion and
Analysis of Financial Condition and Results of Operations" contain
"forward-looking statements" within the meaning of section 21E of the
Securities Exchange Act of 1934, as amended. These forward-looking statements
can be identified by the use of predictive, future-tense or forward-looking
terminology, such as "believes," "anticipates," "expects," "estimates,"
"may," "will" or similar terms. Forward-looking statements also include
projections concerning any assumptions relating to the foregoing. Certain
important factors which may cause actual results to vary materially from
these forward-looking statements accompany such statements and appear under
the heading "Risk Factors" in the Company's Form 10-K for the period ended
September 30, 1998, filed with the Securities and Exchange Commission. All
subsequent written or oral forward-looking statements attributable to the
Company or persons acting on its behalf are expressly qualified by these
factors.
Page 7
<PAGE>
GENERAL
The Company is both a leading provider of customized inventory management
services to original equipment manufacturers of aircraft and aircraft
components, to commercial airlines and aircraft maintenance, repair and
overhaul facilities and to aircraft facilities as well as a leading
distributor of aerospace fasteners, fastening systems and related hardware.
In fiscal year 1998 approximately 57.3% of the Company's revenues were
derived from conventional sales ("conventional sales") and approximately
42.7% of the Company's revenues were derived from sales resulting from the
Company's long-term inventory management agreements ("JIT services" or "JIT
agreements"). For the nine months ended June 30, 1999 conventional sales and
JIT services represented 49.7% and 50.3% of revenues, respectively.
RESULTS OF OPERATIONS
THREE MONTHS ENDED JUNE 30, 1999 AND 1998
REVENUES
Revenues increased $5.9 million, or 12.1%, to $55.1 million for the three
month period ended June 30, 1999 compared to $49.2 million for the same
period in 1998. The Company's revenues have increased primarily due to new
JIT agreements, an expansion of service levels under certain existing JIT
agreements and the acquisition of SPEC.
GROSS PROFIT
Gross profit increased $2.2 million, or 13.7%, to $17.9 million for the three
month period ended June 30, 1999, compared to $15.7 million for the same
period in 1998. The increase in gross profit was primarily due to an increase
in revenues as noted above. Gross margin as a percentage of sales was 32.4%
for the three months ended June 30, 1999, as compared to 31.9% for the same
period in 1998. The increase in gross margin as a percent of sales was mainly
due to decreased freight costs as a result of cost saving initiatives and a
lower provision for obsolescence due to higher than expected turn rates of
older inventory.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Selling, general and administrative expenses ("SG&A") increased $1.3 million,
or 17.7%, to $8.7 million for the three months ended June 30, 1999, compared
to $7.4 million for the same period in 1998. The increase was primarily due
to an increase in personnel costs necessary to support the growth of new and
expanding JIT agreements as well as additional SG&A resulting from the
acquisition of SPEC.
INTEREST EXPENSE
Interest expense increased $.8 million, or 54.5%, to $2.2 million for the
three months ended June 30, 1999, as compared to $1.4 million for the same
period in 1998. The increase was due to higher outstanding borrowings during
the three months ended June 30, 1999, as compared to the same period in 1998.
The higher outstanding borrowings are primarily the result of the acquisition
of SPEC.
NET INCOME
Net income increased $.8 million, or 21.0%, to $4.3 million, or $0.24 per
diluted share, for the three months ended June 30, 1999, compared to $3.6
million, or $0.20 per diluted share, for the same period in 1998. The
increase in net income was primarily due to an increase in revenues and gross
margins, which was somewhat offset by an increase in selling, general and
administrative expenses and interest expense.
NINE MONTHS ENDED JUNE 30, 1999 AND 1998
REVENUES
Revenues increased $19.2 million, or 13.9%, to $156.7 million for the nine
month period ended June 30, 1999, compared to $137.6 million for the same
period in 1998. The Company's revenues have increased primarily due to new
JIT agreements, an expansion of service levels under certain existing JIT
agreements and the acquisition of SPEC.
GROSS PROFIT
Gross profit increased $6.9 million, or 15.9%, to $50.6 million for the nine
month period ended June 30, 1999, compared to $43.7 million for the same
period in 1998. The increase in gross profit was primarily due to an increase
in revenues as noted above. Gross margin as a percentage of sales was 32.3%
for the nine months ended June 30,
Page 8
<PAGE>
1999 compared to 31.8% for the same period in 1998. This increase in gross
profit as a percentage of sales was mainly due to decreased freight costs as
a result of cost saving initiatives and a lower provision for obsolescence
due to higher than expected turn rates of older inventory.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Selling, general and administrative expenses increased $3.0 million, or
14.7%, to $23.5 million for the nine months ended June 30, 1999, compared to
$20.5 million for the same period in 1998. The increase was primarily due to
increased personnel costs necessary to support the growth in new and
expanding JIT agreements as well as SG&A resulting from the acquisition of
SPEC. However, SG&A as a percent of sales remained relatively constant at
15.0% compared to 14.9% for the same period in 1998.
INTEREST EXPENSE
Interest expense increased by $1.5 million, or 37.3% to $5.4 million for the
nine months ended June 30, 1999, as compared to $3.9 million for the same
period in 1998. The increase in interest expense was due to an increase in
outstanding debt balances during the nine months ended June 30, 1999 as
compared to the same period in 1998. The higher outstanding borrowings are
primarily the result of the acquisition of SPEC.
NET INCOME
Net income increased $2.4 million, or 21.4%, to $13.4 million, or $0.74 per
diluted share, for the nine months ended June 30, 1999, as compared to $11.1
million, or $0.62 per diluted share, for the same period in 1998. The
increase in net income was primarily due to an increase in revenues offset
somewhat by an increase in SG&A and interest expense.
LIQUIDITY AND CAPITAL RESOURCES
The Company's liquidity requirements consist primarily of working capital
needs, capital expenditures and scheduled payments of interest and principal
due to borrowings under the Company's Credit Agreement (defined below). The
Company funds its liquidity requirements through cash flows from operations
and a revolving credit facility under the Credit Agreement (defined below).
The Company's working capital (current assets minus current liabilities) has
increased $13.3 million, or 11.6%, to $128.0 million as of June 30, 1999,
compared to $114.7 million as of September 30, 1998. The increase in working
capital was mainly the result of higher accounts receivable ($6.5 million)
and inventory ($7.7 million) levels needed to support the growth in revenues
during the nine months ended June 30, 1999. The Company has been increasing
inventory levels to support new JIT agreements and expansion of existing JIT
agreements. Capital expenditures were $3.3 million for the nine months ended
June 30, 1999 as compared to $1.4 million for the same period in 1998. This
increase in capital expenditures was mainly due to expenditures for computer
hardware and software to support the installation of an upgraded distribution
system and a new financial system. Interest paid was $4.3 million for the
nine months ended June 30, 1999 as compared to $3.7 million for the same
period in 1998. The increase in interest was due to higher balances of
outstanding debt throughout the current period primarily due to the
acquisition of SPEC.
In conjunction with the acquisition of SPEC, the Company amended and restated
its credit agreement on March 24, 1999 ("Credit Agreement"). The restated
agreement expanded the Company's credit facility from $100 million to $160
million. The $160 million includes a $110 million term note ("Term Note") and
a $50 million revolving credit facility ("Revolver"). The Term Note was
increased from $49 million to $110 million. The proceeds from this $61
million increase were used to pay down the revolver balance ($29.5 million),
provide funding of approximately $28.2 million for the purchase of SPEC and
provide funds for general corporate purposes. The Term Note is payable over a
six year period with quarterly payments starting June 15, 1999 and ending on
March 24, 2005. Any borrowings under the Revolver must be repaid by March 24,
2005. The interest rate on both the Term Note and the Revolver is set at the
Euro dollar rate plus a spread not to exceed 2%. The interest rate was 7.07%
as of June 30, 1999. As of June 30, 1999, the Company had no borrowings under
its Revolver. Management believes that the Company's current cash position,
cash flows from operations and available borrowing capacity will be
sufficient to fund its planned operations and capital expenditures for the
remainder of fiscal 1999. Actual results may differ from this forward-looking
statement.
Page 9
<PAGE>
OTHER
In its report on Form 10-K for the fiscal year ended September 30, 1998, the
Company anticipated that its implementation of year 2000 compliant
information technology systems would be completed by mid-1999. Although
implementation of a year 2000 compliant financial system was completed by
mid-1999, the Company anticipates that the upgrade of its distribution system
will now be completed in the early part of the second half of 1999.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISKS
Market risks relating to the Company's operations result primarily from
changes in interest rates on outstanding borrowings under the Company's
Credit Agreement. Foreign currency and commodity risks have each been
assessed by the Company as immaterial. The Company has not engaged in hedging
activity to limit its interest rate exposures. Additionally, the Company does
not use financial instruments for trading purposes and is not a party to any
leveraged derivatives.
Interest Rate Risks
The following table provides information about the Company's
financial instruments that are sensitive to changes in interest rates. The
table below presents the Company's debt obligations, principal cash flows and
related weighted-average interest rates by expected maturity dates. As
interest rates are variable, the stated values of market-sensitive
instruments are equivalent to fair value.
INTEREST RATE SENSITIVITY
PRINCIPAL AMOUNT BY EXPECTED MATURITY
(DOLLARS IN MILLIONS)
<TABLE>
<CAPTION>
FOR FISCAL YEAR ENDED SEPTEMBER 30,
-----------------------------------
1999 2000 2001 2002 2003 THEREAFTER
------- ------- ------- ------- ------- ----------
<S> <C> <C> <C> <C> <C> <C>
Bank Term Note, matures March 24,
2005 payable quarterly at the
Euro dollar rate plus a spread of 2.0%
- scheduled principal payments $ 1.5 $11.0 $18.0 $20.0 $22.0 $36.0
- variable rate as of June 30, 1999 7.07% 7.07% 7.07% 7.07% 7.07% 7.07%
</TABLE>
TRISTAR AEROSPACE CO. AND SUBSIDIARIES
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits.
EXHIBIT NUMBER DESCRIPTION
27.1 Financial Data Schedule
(b) Reports on Form 8-K.
Page 10
<PAGE>
The Company filed a report on Form 8-K on April 7, 1999 regarding the
acquisition of Standard Parts & Equipment Corp. On June 4, 1999 the
Company filed a report on Form 8-K/A which amended its previous report
on Form 8-K reporting the acquisition of Standard Parts & Equipment
Corp. and included audited financial statements for Standard Parts &
Equipment Corp. as well as pro forma financial statements for the
Company.
TRISTAR AEROSPACE CO. AND SUBSIDIARIES
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused the report to be signed on its behalf by the
undersigned thereunto duly authorized.
TRISTAR AEROSPACE CO.
(Registrant)
Date: August 13, 1999 By: /s/ P. Quentin Bourjeaurd
-------------------------
P. Quentin Bourjeaurd
President & Chief Executive Officer
Date: August 13, 1999 By: /s/ Douglas E. Childress
------------------------
Douglas E. Childress
Executive Vice President and Chief
Financial Officer
Page 11
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM TRISTAR
AEROSPACE CO. AND SUBSIDIARIES FORM 10-Q AS OF JUNE 30, 1999 AND FOR THE THREE
MONTHS AND NINE MONTHS ENDED JUNE 30, 1999 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> SEP-30-1999
<PERIOD-START> OCT-01-1998
<PERIOD-END> JUN-30-1999
<CASH> 8,568
<SECURITIES> 0
<RECEIVABLES> 43,951
<ALLOWANCES> 880
<INVENTORY> 112,432
<CURRENT-ASSETS> 171,080
<PP&E> 8,786
<DEPRECIATION> 2,374
<TOTAL-ASSETS> 210,389
<CURRENT-LIABILITIES> 43,054
<BONDS> 99,500
0
0
<COMMON> 173
<OTHER-SE> 67,662
<TOTAL-LIABILITY-AND-EQUITY> 210,389
<SALES> 156,727
<TOTAL-REVENUES> 156,727
<CGS> 106,094
<TOTAL-COSTS> 106,094
<OTHER-EXPENSES> 23,520
<LOSS-PROVISION> 104
<INTEREST-EXPENSE> 5,372
<INCOME-PRETAX> 21,907
<INCOME-TAX> 8,471
<INCOME-CONTINUING> 13,436
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 13,436
<EPS-BASIC> .78
<EPS-DILUTED> .74
</TABLE>
