<PAGE> 1
================================================================================
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 1-12380
--------------------
AVIALL, INC.
(Exact name of Registrant as specified in its Charter)
DELAWARE 65-0433083
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2075 DIPLOMAT DRIVE
DALLAS, TEXAS 75234-8999
(Address of principal executive offices) (Zip Code)
(972) 406-2000
(Registrant's telephone number, including area code)
Indicate by check [X] 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 [ ]
The number of shares of Common Stock, par value $.01 per share, outstanding
at August 6, 1999 was 18,271,810.
================================================================================
<PAGE> 2
PART I - FINANCIAL INFORMATION
ITEM 1: FINANCIAL STATEMENTS
AVIALL, INC.
CONSOLIDATED STATEMENTS OF INCOME
(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)
(UNAUDITED)
<TABLE>
<CAPTION>
Three months ended Six months ended
June 30, June 30,
------------------------- -------------------------
1999 1998 1999 1998
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Net sales $ 95,318 104,949 182,726 202,979
Cost of sales 70,753 78,970 134,075 151,960
---------- ---------- ---------- ----------
Gross profit 24,565 25,979 48,651 51,019
Operating and other expenses:
Selling and administrative expenses 18,457 17,481 36,667 34,668
Interest expense 796 576 1,516 1,083
---------- ---------- ---------- ----------
Earnings from continuing operations before income taxes 5,312 7,922 10,468 15,268
Provision for income taxes 2,230 94 4,300 461
---------- ---------- ---------- ----------
Earnings from continuing operations 3,082 7,828 6,168 14,807
Discontinued operations:
Gain on disposal (net of income tax expense of $768
in 1999) 1,426 2,083 1,426 2,083
---------- ---------- ---------- ----------
Earnings from discontinued operations 1,426 2,083 1,426 2,083
---------- ---------- ---------- ----------
Net earnings $ 4,508 9,911 7,594 16,890
========== ========== ========== ==========
Basic net earnings per share:
Earnings from continuing operations $ 0.17 0.40 0.34 0.75
Earnings from discontinued operations 0.08 0.10 0.08 0.10
---------- ---------- ---------- ----------
Net earnings $ 0.25 0.50 0.42 0.85
========== ========== ========== ==========
Weighted average common shares 18,211,120 19,727,636 18,201,197 19,847,404
========== ========== ========== ==========
Diluted net earnings per share:
Earnings from continuing operations $ 0.17 0.39 0.33 0.73
Earnings from discontinued operations 0.07 0.10 0.08 0.10
---------- ---------- ---------- ----------
Net earnings $ 0.24 0.49 0.41 0.83
========== ========== ========== ==========
Weighted average common and potentially dilutive
common shares 18,554,391 20,119,859 18,512,795 20,253,439
========== ========== ========== ==========
</TABLE>
See accompanying notes to consolidated financial statements.
2
<PAGE> 3
AVIALL, INC.
CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
June 30, December 31,
1999 1998
-------- -------
(Unaudited)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 2,303 3,136
Receivables 66,385 59,357
Inventories 95,698 84,078
Prepaid expenses and other current assets 3,103 1,849
Deferred income taxes 18,174 7,674
-------- -------
Total current assets 185,663 156,094
-------- -------
Property, plant and equipment 10,333 10,331
Intangible assets 57,353 58,709
Deferred income taxes 59,969 76,222
Other assets 2,913 3,290
-------- -------
Total assets $316,231 304,646
======== =======
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt $ 13,532 13,628
Accounts payable 39,411 31,615
Accrued expenses 24,667 34,934
-------- -------
Total current liabilities 77,610 80,177
-------- -------
Long-term debt 37,500 32,000
Other liabilities 24,291 23,880
Shareholders' equity (includes common stock of $.01 par value per share with
80,000,000 shares authorized; 20,264,211 shares and 20,180,267 shares issued
at June 30, 1999 and at December 31, 1998, respectively; 18,264,211 shares
and 18,180,267 shares outstanding at June 30, 1999 and at December 31, 1998,
respectively; preferred stock of $.01 par value per share with 10,000,000
shares authorized and no shares issued and outstanding) 176,830 168,589
-------- -------
Total liabilities and shareholders' equity $316,231 304,646
======== =======
</TABLE>
See accompanying notes to consolidated financial statements.
3
<PAGE> 4
AVIALL, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
Six months ended June 30,
-------------------------
1999 1998
-------- ------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings $ 7,594 16,890
Gain on disposal of discontinued operations (1,426) (2,083)
Depreciation and amortization 3,228 2,808
Compensation expense on restricted stock awards 111 115
Deferred income taxes 3,263 8
Changes in:
Receivables (7,028) (4,398)
Inventories (11,530) (7,390)
Accounts payable 7,796 9,302
Accrued expenses (6,435) (4,527)
Other, net (659) (1,021)
-------- -------
(5,086) 9,704
-------- -------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (1,748) (2,104)
Sales of property, plant and equipment 61 (83)
-------- -------
(1,687) (2,187)
-------- -------
CASH FLOWS FROM FINANCING ACTIVITIES:
Debt repaid (6,004) (4,549)
Net change in revolving credit facility 11,408 3,309
Issuance of common stock 536 3,078
Purchase of treasury stock -- (14,822)
-------- -------
5,940 (12,984)
-------- -------
Change in cash (833) (5,467)
Cash, beginning of period 3,136 7,556
-------- -------
Cash, end of period $ 2,303 2,089
======== =======
CASH PAID FOR INTEREST AND INCOME TAXES:
Interest $ 1,423 1,138
Income taxes $ 933 633
</TABLE>
See accompanying notes to consolidated financial statements.
4
<PAGE> 5
AVIALL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - BASIS OF PRESENTATION
The accompanying unaudited financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with the instructions to Form 10-Q and Article 10 of Regulation
S-X. Accordingly, these financial statements do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. In the opinion of management, all adjustments
(consisting only of normal recurring adjustments) considered necessary for a
fair presentation have been included. Operating results for the three- and six-
month periods ended June 30, 1999 are not necessarily indicative of the results
that may be expected for the year ending December 31, 1999. For further
information, refer to the financial statements and footnotes thereto included in
Aviall, Inc.'s Form 10-K for the year ended December 31, 1998.
NOTE 2 - SEGMENT INFORMATION
The following tables present information by operating segment (in
thousands):
<TABLE>
<CAPTION>
Three months ended Six months ended
June 30, June 30,
---------------------- ---------------------
Revenues (Unaudited) 1999 1998 1999 1998
-------- ------- ------- -------
<S> <C> <C> <C> <C>
Parts Distribution $ 87,811 97,867 167,837 188,869
ILS 7,507 7,082 14,889 14,110
-------- ------- ------- -------
Total revenue $ 95,318 104,949 182,726 202,979
======== ======= ======= =======
Profit (Unaudited)
Parts Distribution $ 3,186 6,222 6,528 11,594
ILS 4,240 3,946 8,504 7,885
-------- ------- ------- -------
Reportable segment profit 7,426 10,168 15,032 19,479
Corporate (1,318) (1,670) (3,048) (3,128)
Interest expense (796) (576) (1,516) (1,083)
-------- ------- ------- -------
Earnings from continuing operations before income taxes $ 5,312 7,922 10,468 15,268
======== ======= ======= =======
</TABLE>
5
<PAGE> 6
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
OVERVIEW. The following discussion and analysis should be read in conjunction
with the information set forth under Item 7: Management's Discussion and
Analysis of Financial Condition and Results of Operations on pages 11 through 19
of Aviall, Inc.'s (the "Company") Form 10-K for the year ended December 31,
1998.
RESULTS OF OPERATIONS-THREE MONTHS ENDED JUNE 30, 1999 COMPARED TO THREE MONTHS
ENDED JUNE 30, 1998. Net sales for the Parts Distribution business were impacted
by issues stemming from the February 1, 1999 implementation of the new Lawson
enterprise system. These issues included synchronization between multiple
systems, hardware and software problems, and the learning curve associated with
the new processes. Management believes that Parts Distribution sales were also
affected by the strategic review process announced earlier in the year. Net
Parts Distribution sales for the second quarter of 1999 were $87.8 million, a
decline of $10.1 million, or 10.3%, from a very strong $97.9 million recorded in
the same 1998 quarter. Sales were lower in all major business segments and
geographic regions except the European and Australian segments which posted
slight increases. ILS revenue increased $0.4 million or 6.0% from $7.1 million
to $7.5 million period over period.
Gross profit of $24.6 million was $1.4 million lower than the $26.0 million
in the 1998 second quarter. Gross profit as a percentage of sales increased to
25.8% from 24.8%. This increase in gross profit percentage resulted from the
higher percentage of ILS sales to total sales for the quarter and increased
margins in the Parts Distribution business.
Selling and administrative expenses increased $1.0 million or 5.6% to $18.5
million in the second quarter of 1999. The increase primarily resulted from
start-up expenses related to the first phase of the AviallOne project and costs
associated with the enhanced AVIALL.COM website. Interest expense was higher
than in the second quarter 1998 reflecting the higher debt levels in the second
quarter of 1999.
Tax expense for the second quarter of 1999 increased $2.1 million to $2.2
million from the $0.1 million in the second quarter of 1998. The effective tax
rate increased to 42.0% from 1.2% due to the year-end 1998 release of a U.S.
federal valuation allowance on deferred tax assets. This increase in the
provision for taxes reduces the Company's deferred tax asset, but does not
result in increased cash tax payments.
A gain in discontinued operations resulted from revised estimates for
retained liabilities. In the second quarter of 1999, the gain was primarily due
to settlement of a state tax assessment, and in the second quarter of 1998 the
gain was primarily due to revised estimates for product liability insurance
premiums.
Second quarter 1999 net earnings from continuing operations were $3.1
million, or $0.17 per share (diluted) compared to a reported $7.8 million, or
$0.39 per share (diluted) last year in the second quarter. Using an effective
tax rate of 42%, the prior quarter results would have been $4.6 million, or
$0.23 per share (diluted).
RESULTS OF OPERATIONS - SIX MONTHS ENDED JUNE 30, 1999 COMPARED TO SIX MONTHS
ENDED JUNE 30, 1998. Net sales for the Parts Distribution business were impacted
by issues related to the February 1, 1999 implementation of the new Lawson
enterprise system as well as the strategic review process. Net Parts
Distribution sales for the first half of 1999 were $167.8 million, a decline of
$21.0 million, or 11.1%, from the $188.9 million recorded in the same half of
1998. Sales were lower in all major business segments and geographic regions
except the European and Australian segments which posted slight increases. ILS
revenue increased $0.8 million or 5.5% from $14.1 million to $14.9 million
period over period.
Gross profit of $48.7 million was $2.4 million lower than the $51.0 million
in the first half of 1998. Gross profit as a percentage of sales increased to
26.6% from 25.1%. This increase in gross profit percentage was primarily the
result of the higher percentage of ILS sales to total sales for the quarter and
increased margins in the Parts Distribution business.
Selling and administrative expenses increased $2.0 million or 5.8% to $36.7
million in the first half of 1999. The increase primarily resulted from start-up
expenses related to the first phase of the AviallOne project. Interest expense
was higher than in the first half of 1998 reflecting the higher debt levels.
Tax expense for the first half of 1999 increased $3.8 million to $4.3
million from the $0.5 million in the first half of 1998. The effective tax rate
increased to 41.1% from 3.0% due to the year-end 1998 release of a U.S. federal
valuation allowance on deferred tax assets. This increase in the provision for
taxes reduces the Company's deferred tax asset, but does not result in increased
cash tax payments.
6
<PAGE> 7
First half of 1999 net earnings from continuing operations were $6.2
million, or $0.33 per share (diluted) compared to a reported $14.8 million, or
$0.73 per share (diluted) last year in the first half. Using a similar effective
tax rate, the prior year results would have been $9.0 million, or $0.44 per
share (diluted).
FINANCIAL CONDITION. Cash flows from operations were a negative $5.1 million in
the first six months of 1999 and positive $9.7 million in the comparable 1998
period. The reduced operating cash flow resulted from lower sales and gross
profit, increased inventory purchases for the anticipated sales volume partially
offset by increased payables for these purchases and increased accounts
receivable due to implementation issues with the new software.
The Company's cash income tax expense continues to be substantially lower
than the U.S. federal statutory rate due to the utilization of the large U.S.
federal net operating loss ("NOL"). The Company's cash tax expense is primarily
related to foreign taxes on foreign operations and U.S. federal alternative
minimum tax. For U.S. federal tax purposes as of December 31, 1998, the Company
had an estimated net operating loss carryforward of approximately $180 million
expiring in 2009-2011. Based on current and expected future earnings levels, the
NOLs may not be fully utilized for several years. If certain substantial changes
in the Company's ownership should occur, there would be an annual limitation on
the amount of the U.S. federal NOL carryforward that can be utilized. The amount
of the annual limitation can vary significantly based on certain factors
existing at the date of the change.
The Company believes that its expected cash flow from operations and
availability under its revolving lines of credit are sufficient to meet its
current working capital and operating needs.
YEAR 2000 COMPUTER SYSTEM COMPLIANCE. Many existing computer software and
hardware programs refer to the year by only using the last two digits of the
year. These computer programs will not properly interpret the year 2000. These
programs, unless upgraded, could fail or create erroneous results causing a
disruption in the operations of a company.
STATE OF READINESS. During 1998, hardware and system software reviews for
Year 2000 compliance, including information technology ("IT") and non-IT
systems, were conducted by the Company with the assistance of outside
consultants. In addition, the Company is assessing its exposure from external
sources to Year 2000 failures, including major suppliers, customers and
third-party providers. The Company has replaced its financial and Parts
Distribution applications software with Year 2000 compliant systems. The
replacement of the financial software was implemented in the second quarter of
1998. The Parts Distribution applications software replacement was implemented
in the first quarter of 1999. ILS utilizes internally developed applications
software. The program modifications to make this proprietary software Year 2000
compliant have been completed. Testing and validation of these modifications
will continue with expected completion in the third quarter of 1999. The
following table shows the Company's critical systems state of readiness for Year
2000 based on management's assessment:
STATE OF READINESS AS OF JUNE 30, 1999
INTERNAL IT AND NON-IT SYSTEMS AND EQUIPMENT
<TABLE>
<CAPTION>
ESTIMATED
PERCENT ESTIMATED
PHASE COMPLETE COMPLETION DATE
----- -------- ---------------
<S> <C> <C>
Awareness 100% Complete
Assessment of changes required 100% Complete
Remediation or replacement 100% Complete
Testing 90% 3rd Quarter 1999
Contingency planning as applicable 80% 4th Quarter 1999
</TABLE>
7
<PAGE> 8
SUPPLIERS, CUSTOMERS AND THIRD-PARTY PROVIDERS
<TABLE>
<CAPTION>
ESTIMATED
PERCENT ESTIMATED
PHASE COMPLETE COMPLETION DATE
----- -------- ---------------
<S> <C> <C>
Awareness - identify companies 100% Complete
Assessment questionnaires completed by major suppliers 100% Complete
Detailed assessment review with key third-party providers 75% 3rd Quarter 1999
Risk assessment 50% 3rd Quarter 1999
Contingency planning as applicable 50% 4th Quarter 1999
</TABLE>
COSTS. The Company replaced its Parts Distribution applications and
financial software with an integrated enterprise system at a cost of
approximately $5 million which was capitalized. The replacement resulted from
both the need to enhance the efficiencies and effectiveness of the Parts
Distribution operating system by replacing several old legacy systems and to
address the Year 2000 issue. Approximately $200,000 has been expensed to date
related to Parts Distribution for Year 2000 issues. An estimated additional
$100,000 will be expensed. The cost expensed to date to modify the ILS operating
software was $165,000. An additional $60,000 is expected to be required to
complete this project, including testing.
RISKS AND CONTINGENCY PLANS. In management's assessment, the most likely
worst case scenario for Year 2000 non-compliance for Parts Distribution would
result if suppliers were unable to ship inventory. The Company has distributed
questionnaires to its major suppliers to assess their Year 2000 readiness.
Management may adjust inventory purchasing prior to January 1, 2000 for any
suppliers with suspected Year 2000 issues. In addition, Parts Distribution does
limited electronic data interchange ("EDI") with both suppliers and customers.
Purchase and sale orders from EDI suppliers or customers could be processed
manually if EDI failed from either side. Management's assessment of the most
likely worst case scenario for ILS would result if either the listing companies
were unable to update their data or clients were unable to access ILS' database
due to their own systems not being Year 2000 compliant. The Company has
distributed information through the mail and the ILS website on corrective
actions that clients can take to address Year 2000 compliance of their own
systems. The Company depends on third-party providers for key services such as
telecommunications, utilities and transportation. Interruption of these services
could, in management's view, have a material impact on the operations of the
Company. The Company continues to evaluate the readiness of these critical
suppliers. The Company will assess and develop contingency plans throughout 1999
depending on circumstances encountered during the year. Although Aviall's
management presently believes the Company is taking appropriate steps to assess
and correct its Year 2000 issues, due to the general uncertainty inherent in the
Year 2000 issue and the readiness of third parties, Aviall is unable to
determine whether Year 2000 will have a material adverse effect on the Company's
results of operations or financial condition.
OUTLOOK. Aviall primarily participates in the global aviation aftermarket
through its core aviation parts distribution and inventory information services
businesses. The Company is affected by the general economic cycle, particularly
as it influences flight activity in commercial, business and general aviation.
Aviall serves a significant number of customers in the Asia-Pacific and Latin
American regions. In 1998, countries in these regions experienced financial
market volatility and the currencies of certain countries fell in value relative
to the U.S. dollar. These factors depressed air travel in the Asia-Pacific
region in 1998 and as a result reduced customers' need for aircraft parts and
affected their ability to pay in a timely manner. Continued volatility in Latin
America could produce similar results in 1999. Improvements in the Asia-Pacific
region indicate a slow business recovery in the region in 1999, which could
result in greater demand for aircraft parts from this region.
Commercial airlines in North America and Europe continue to effectively
manage their capacity by retiring older aircraft as new aircraft are delivered,
limiting growth in demand for replacement parts. Management is actively seeking
new sources of supply for airline products to expand the Company's growth in the
airline segment.
8
<PAGE> 9
The operations modules of the Lawson Insight(tm) system were implemented by
the Parts Distribution business in February 1999. Normal systems implementation
issues and the learning curve associated with the new processes continued to
affect sales in the second quarter of 1999. Management believes the issues
relating to the implementation of the new computer system have substantially
been resolved. The Company is focusing on maximizing customer service to rebuild
its market leadership position and recapture market share.
Information and communication technology is evolving rapidly, and
developments such as the Internet could affect proprietary database service
companies such as ILS and traditional distribution companies. Management
believes that the active employment by the Company of these new technologies,
such as the Internet, will enable it to maintain its technological leadership
and minimize the risk of obsolescence. A new version of the AVIALL.COM website
offers significant improvements to the functionality of the on-line Parts
Distribution ordering system, drawing on advanced Internet capabilities of the
new Lawson Insight(tm) enterprise system. Similarly, ILS has installed new
content for its website that is available on the Internet at ILSMART.COM. ILS
is also continuing its transition into electronic commerce, and is working
with a number of firms to offer new services in this area.
On February 23, 1999, the Company announced that its Board of Directors had
retained an investment banking firm to assist the Company in exploring
alternatives to improve shareholder value. In that regard, the Company's Board
authorized management to examine a range of possible transactions which may
include a sale, joint venture or other transaction involving the Company or
either of its two operating businesses, Parts Distribution and ILS. This
strategic review process is ongoing. There can be no assurance that any such
transaction will be completed or of the terms or timing of any such transaction.
CERTAIN FORWARD-LOOKING STATEMENTS. This report contains certain forward-looking
statements (as such term is defined in the Private Securities Litigation Reform
Act of 1995) relating to the Company that are based on the beliefs of the
management of the Company, as well as assumptions and estimates made by and
information currently available to the Company's management. When used in this
report, the words "anticipate," "believe," "estimate," "expect," "intend" and
similar expressions, as they relate to the Company or the Company's management,
identify forward-looking statements. Such statements reflect the current views
of the Company with respect to future events and are subject to certain risks,
uncertainties and assumptions relating to the operations and results of
operations of the Company as well as its customers and suppliers, including as a
result of competitive factors and pricing pressures, shifts in market demand,
Year 2000 issues, general economic conditions and other factors including among
others, those that effect flight activity in commercial, business and general
aviation, the business activities of the Company's customers and suppliers and
developments in information and communication technology. Should one or more of
these risks or uncertainties materialize, or should underlying assumptions or
estimates prove incorrect, actual results may vary materially from those
described herein as anticipated, believed, estimated, expected or intended.
ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company has market risk exposure arising from changes in interest rates
and foreign exchange rates. The Company from time to time has used financial
instruments to offset such risks. Financial instruments are not used for trading
or speculative purposes. The Company has experienced no significant changes in
market risk during the first half of 1999. The Company's market risk is
described in more detail in the Company's Annual Report on Form 10-K for the
year ended December 31, 1998.
9
<PAGE> 10
PART II - OTHER INFORMATION
ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
27.1 Financial Data Schedule
(b) Reports on Form 8-K
No reports on Form 8-K have been filed during the quarter for which
this report is filed.
10
<PAGE> 11
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.
AVIALL, INC.
August 12, 1999 By /s/ Jacqueline K. Collier
---------------------------
Jacqueline K. Collier
Vice President and Controller
August 12, 1999 /s/ Cornelius Van Den Handel
-----------------------------
Cornelius Van Den Handel
Vice President and Treasurer
(Principal Financial Officer)
11
<PAGE> 12
INDEX TO EXHIBITS
Exhibit
Number Description
---------- ------------------------------
27.1 Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM AVIALL,
INC.'S SECOND QUARTER 1999 FINANCIAL STATEMENTS AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH SECOND QUARTER 1999 FORM 10-Q.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> JUN-30-1999
<CASH> 2,303
<SECURITIES> 0
<RECEIVABLES> 69,681
<ALLOWANCES> 3,296
<INVENTORY> 95,698
<CURRENT-ASSETS> 185,663
<PP&E> 35,670
<DEPRECIATION> 25,337
<TOTAL-ASSETS> 316,231
<CURRENT-LIABILITIES> 77,610
<BONDS> 37,500
0
0
<COMMON> 203
<OTHER-SE> 176,627
<TOTAL-LIABILITY-AND-EQUITY> 316,231
<SALES> 182,726
<TOTAL-REVENUES> 182,726
<CGS> 134,075
<TOTAL-COSTS> 134,075
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,516
<INCOME-PRETAX> 10,468
<INCOME-TAX> 4,300
<INCOME-CONTINUING> 6,168
<DISCONTINUED> 1,426
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 7,594
<EPS-BASIC> 0.42
<EPS-DILUTED> 0.41
</TABLE>
