<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 September 30, 1998.
-------------------
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 0-5734
------
Pioneer-Standard Electronics, Inc.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Ohio 34-0907152
- ------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
4800 East 131St Street, Cleveland, Oh 44105
- ---------------------------------------- ----------
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (216) 587-3600
--------------
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 Shares, as of the latest practical date: COMMON SHARES, WITHOUT PAR
VALUE, AS OF NOVEMBER 2, 1998: 26,348,554. (Excludes 4,780,000 Common Shares
subscribed by the Pioneer Stock Benefit Trust.)
<PAGE> 2
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
PIONEER-STANDARD ELECTRONICS, INC.
CONSOLIDATED BALANCE SHEETS
(Dollars in Thousands)
<TABLE>
<CAPTION>
September 30, 1998
(Unaudited) March 31, 1998
----------- --------------
<S> <C> <C>
ASSETS
Current assets
Cash and cash equivalents $ 30,778 $ 31,999
Accounts receivable - net 309,243 303,599
Merchandise inventory 340,247 349,100
Prepaid expenses 1,806 5,799
Deferred income taxes 8,956 10,113
--------- ---------
Total current assets 691,030 700,610
Intangible assets 157,477 154,908
Other assets 22,074 14,258
Property and equipment, at cost 152,319 135,803
Accumulated depreciation 63,990 48,076
--------- ---------
Net 88,329 87,727
--------- ---------
$ 958,910 $ 957,503
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Accounts payable $ 211,713 $ 197,167
Accrued liabilities 29,256 38,893
Long-term debt due within one year 3,141 3,101
--------- ---------
Total current liabilities 244,110 239,161
Long-term debt 306,111 336,234
Other long-term liabilities 11,115 12,112
Mandatorily redeemable convertible trust preferred securities 143,750 125,000
Shareholders' equity
Common stock, at stated value 9,256 9,256
Capital in excess of stated value 92,084 120,465
Retained earnings 184,758 174,411
Unearned compensation (30,174) (58,555)
Accumulated Other Comprehensive Income (2,100) (581)
--------- ---------
Net 253,824 244,996
--------- ---------
$ 958,910 $ 957,503
========= =========
</TABLE>
See accompanying notes to consolidated financial statements.
2
<PAGE> 3
PIONEER-STANDARD ELECTRONICS, INC.
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(Dollars in Thousands Except Per Share Amounts)
<TABLE>
<CAPTION>
Quarter Ended Six Months Ended
September 30, September 30,
1998 1997 1998 1997
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net sales $ 559,501 $ 431,284 $ 1,103,828 $ 827,548
Cost and expenses:
Cost of goods sold 474,024 356,794 931,881 684,347
Warehouse, selling and
administrative expenses 66,364 56,598 134,778 108,021
----------- ----------- ----------- -----------
Operating profit 19,113 17,892 37,169 35,180
Interest expense 6,465 4,995 13,219 9,319
----------- ----------- ----------- -----------
Income before income taxes 12,648 12,897 23,950 25,861
Provision for income taxes 4,845 5,438 9,113 11,097
Distributions on mandatorily redeemable
convertible trust preferred securities, net of tax 1,464 -- 2,919 --
----------- ----------- ----------- -----------
Net income $ 6,339 $ 7,459 $ 11,918 $ 14,764
=========== =========== =========== ===========
Weighted average shares outstanding
Basic 26,348,554 26,127,088 26,348,554 26,088,644
Diluted 35,705,123 26,743,941 35,701,579 26,627,465
Earnings per share:
Basic $ .24 $ .29 $ .45 $ .57
Diluted $ .22 $ .28 $ .42 $ .55
Dividends per share $ .03 $ .03 $ .06 $ .06
</TABLE>
See accompanying notes to consolidated financial statements.
3
<PAGE> 4
PIONEER-STANDARD ELECTRONICS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Dollars in Thousands)
<TABLE>
<CAPTION>
Six months ended
September 30,
1998 1997
---- ----
<S> <C> <C>
Cash flows from operating activities:
Net income $ 11,918 $ 14,764
Adjustments to reconcile net income to net cash
used in operating activities:
Depreciation 7,689 6,052
Amortization 4,566 2,648
(Increase) decrease in operating
working capital 7,682 (77,529)
(Increase) decrease in other assets (2,953) 101
Deferred taxes 1,157 (428)
-------- --------
Total adjustments 18,141 (69,156)
Net cash used in operating activities 30,059 (54,392)
Cash flows from investing activities:
Additions to property and equipment (10,637) (16,431)
Investment in affiliate (7,433) --
-------- --------
Net cash used in operating (18,070) (16,431)
Cash flows from financing activities:
Decrease in short-term financing --- (10,000)
Increase (decrease) in revolving credit borrowings (30,000) 80,000
Decrease in other long-term
debt obligations (123) (14)
Proceeds from sale of common shares under
the Pioneer Stock Benefit Trust --- 3,308
Issuance of common shares under company
stock option plan --- 439
Proceeds from issuance of mandatorily redeemable
convertible trust preferred securities 18,750 ---
Dividends paid (1,580) (1,563)
-------- --------
Net cash provided by financing activities (12,953) 72,170
Effect of exchange rate changes on cash (257) 4
Net increase (decrease) in cash (1,221) 1,351
Cash and cash equivalents at beginning of period 31,999 28,116
-------- --------
Cash and cash equivalents at end of period $ 30,778 $ 29,467
======== ========
</TABLE>
See accompanying notes to consolidated financial statements
4
<PAGE> 5
Notes to Consolidated Financial Statements
1. BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated 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, they 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
of normal recurring accruals) considered necessary for a fair presentation have
been included. Operating results for the quarter and six months ended September
30, 1998 are not necessarily indicative of the results that may be expected for
the full fiscal year. For further information, refer to the consolidated
financial statements and footnotes thereto included in the Company's annual
report on Form 10-K for the year ended March 31, 1998.
2. ACCOUNTING CHANGES
The Financial Accounting Standards Board has issued Statement No. 131,
"Disclosure about Segments of an Enterprise and Related Information" (FAS 131).
FAS 131 requires reporting certain information about operating segments. This
statement, which must be adopted by the Company no later than fiscal year-end
1999, is currently being analyzed by management for the potential effects of the
adoption of this statement.
Effective April 1, 1998, the Company adopted Statement of Financial Accounting
Standards No. 130 "Reporting Comprehensive Income" which requires disclosure of
comprehensive income defined as the aggregate change in shareholders' equity
excluding changes in ownership interests. The components of comprehensive income
are as follows:
<TABLE>
<CAPTION>
Quarter ended Six months ended
September 30, September 30,
1998 1997 1998 1997
<S> <C> <C> <C> <C>
Net income $ 6,339,000 $ 7,459,000 $ 11,918,000 $ 14,764,000
Other Comprehensive Income
Foreign currency translation adjustment (710,000) 40,000 (1,519,000) 115,000
------------ ------------ ------------ ------------
Comprehensive income $ 5,629,000 $ 7,499,000 $ 10,399,000 $ 14,879,000
============ ============ ============ ============
</TABLE>
5
<PAGE> 6
In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standard (SFAS) No. 133, "Accounting for Derivative
Instruments and Hedging Activities." SFAS No. 133 establishes accounting and
reporting standards for derivative instruments and hedging activities. It
requires that an entity recognize all derivatives as either assets or
liabilities in the balance sheet and measure those instruments at fair value.
The Company is required to adopt SFAS No. 133 no later than fiscal 2001.
Adoption of the new Standard is not expected to have a significant impact on the
results of operations or financial position of the Registrant.
3. NET INCOME PER SHARE DATA
Basic earnings per common share is computed by dividing net income available to
common shareholders by the weighted average number of common shares outstanding
during each period. Diluted computations include dilutive common share
equivalents of outstanding stock options and assumed conversion of
company-obligated mandatorily redeemable convertible trust preferred securities
and the elimination of related distributions, net of income taxes.
The computation of basic and diluted earnings per common share for the quarters
and six months ended September 30, 1998 and 1997 are shown below:
<TABLE>
<CAPTION>
Quarter ended Six months ended
September 30, September 30,
1998 1997 1998 1997
---- ---- ---- ----
<S> <C> <C> <C> <C>
Basic
Net income applicable to common shareholders $ 6,339,000 $ 7,459,000 $11,918,000 $14,764,000
Weighted average shares outstanding 26,348,554 26,127,088 26,348,554 26,088,644
Basic earnings per share $ .24 $ .29 $ .45 $ .57
Diluted
Net income applicable to common shareholders $ 6,339,000 $ 7,459,000 $11,918,000 $14,764,000
Add back:
Distributions on mandatorily redeemable
convertible trust preferred securities, net of tax 1,464,000 -- 2,919,000 --
----------- ----------- ----------- -----------
Net income applicable to common shareholders $ 7,803,000 $ 7,459,000 $14,837,000 $14,764,000
=========== =========== =========== ===========
Weighted average shares outstanding 26,348,554 26,127,088 26,348,554 26,088,644
Effect of diluted securities:
Common share equivalents of outstanding stock
options 229,585 616,853 245,557 538,821
Common shares issuable upon conversion of
mandatorily redeemable convertible trust
preferred securities 9,126,984 -- 9,107,468 --
----------- ----------- ----------- -----------
Diluted weighted average shares outstanding 35,705,123 26,743,941 35,701,579 26,627,465
=========== =========== =========== ===========
Diluted earnings per share $ .22 $ .28 $ .42 $ .55
</TABLE>
6
<PAGE> 7
PIONEER-STANDARD ELECTRONICS, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
RESULTS OF OPERATIONS
THREE MONTHS ENDED SEPTEMBER 30, 1998 COMPARED WITH
THE THREE MONTHS ENDED SEPTEMBER 30, 1997
Net sales for the three-month period ended September 30, 1998 of $559.5 million
increased 30% over the prior year three-month period of $431.3 million. The
increase came primarily from the inclusion of Dickens Data Systems, Inc. which
was acquired on March 31, 1998 and higher sales volume in semiconductor
products. Excluding the Dickens acquisition, sales increased 4% over the
comparable prior year quarter. Semiconductor products accounted for 33% of the
Company's sales in the current quarter, compared with 36% a year ago. Computer
systems products represented 52% of sales in 1998 versus 45% last year.
Interconnect, passive and electromechanical products were 14% of the Company's
sales in 1998 versus 18% in 1997. Miscellaneous products accounted for 1% of
sales in 1998 and 1997.
Cost of goods sold increased 33% compared to the prior year quarter, resulting
in a gross margin of 15.3% in the current quarter compared with 17.3% a year
ago. The primary factors contributing to the decrease in the gross margin
percent were the industry excess semiconductor supply versus demand conditions
adversely impacting average selling prices and the increased percentage of
computer systems sales with lower gross margins.
Warehouse, selling and administrative expenses were $66.4 million compared to
$56.6 million incurred during the prior year three-month period. This resulted
in a ratio of these expenses to sales of 11.9% for the current quarter compared
with 13.1% a year ago. The reduction in the ratio of these expenses is due to
the shift in product mix with computer system sales constituting a high
percentage of sales with a lower ratio of selling expenses and ongoing cost
containment programs.
The operating profit resulting from the activity described above of $19.1
million, or 3.4% of sales in the current period, was up 7% compared with $17.9
million, or 4.1% of sales a year ago.
Interest expense was $6.5 million in the current quarter compared with $5.0
million a year ago. The increased interest expense is primarily attributable to
the additional debt to fund working capital and capital expenditure requirements
necessary to support the ongoing growth needs of the business as well as the
effect of the acquisition of Dickens Data Systems, Inc.
The effective tax rate for the current year three-month period was 38.3%
compared with 42.2% for the same period a year ago. The tax rate decrease was
primarily due to the utilization of the operating loss carryforward of the
Canadian subsidiary and lower effective state tax rates.
7
<PAGE> 8
Distributions on mandatorily redeemable convertible trust preferred securities,
net of tax, were $1.5 million for the current year three-month period.
Primarily as a result of the factors noted above, the Company's net income for
the three-month period ending September 30, 1998 of $6.3 million was $1.2
million less than the $7.5 million earned in the prior year.
SIX MONTHS ENDED SEPTEMBER 30, 1998 COMPARED WITH
THE SIX MONTHS ENDED SEPTEMBER 30, 1997
Net sales for the six-month period ended September 30, 1998 of $1,103.8 million
were 33% greater than sales of the prior year six-month period of $827.5
million. All three of the Company's product categories contributed to the
increase in sales with comparable six-month sales up 9% over last year, net of
the effects of the March 31, 1998 acquisition of Dickens Data Systems, Inc.
During the first six months of 1998, semiconductor products accounted for 32% of
the Company's sales compared with 35% in the prior year. Computer systems
products accounted for 53% of the Company's sales in 1998 and 45% in 1997.
Passive and electromechanical products accounted for 14% of the Company's sales
in 1998 and 18% in 1997. Miscellaneous products accounted for 1% of sales in
1998 and 2% a year earlier.
The percentage increase in cost of goods sold of 36% resulted in a gross margin
of 15.6% in the first six months of the current year compared with 17.3% a year
ago. The primary factors contributing to the decrease in the gross margin
percent were the industry excess semiconductor supply versus demand conditions
adversely impacting average selling prices and the increased percentage of
computer systems sales with lower gross margins.
Warehouse, selling and administrative expenses of $134.8 million increased by
25% as compared with the $108.0 million incurred during the prior year six-month
period. This resulted in a ratio of these expenses to sales of 12.2% for the
current six months compared with 13.1% a year ago, reflecting the Company's
efforts to reduce operating costs as a percentage of sales and the lower ratio
of selling expenses associated with computer system sales.
The operating profit resulting from the activity described above of $37.2
million in 1998 or 3.4% of sales increased 6% compared with $35.2 million or
4.3% of sales a year ago.
Interest expense was $13.2 million in the current six-month period compared with
$9.3 million a year ago. The increased interest expense is primarily
attributable to the additional debt to fund working capital and capital
expenditure requirements necessary to support the ongoing growth needs of the
business as well as the effect of the acquisition of Dickens Data Systems, Inc
The effective tax rate for the current six-month period was 38.1% compared with
42.9% a year ago. The tax rate decrease was primarily due to the utilization of
the operating loss carryforward of the Canadian subsidiary and lower effective
state tax rates.
Distributions on the mandatorily redeemable convertible trust preferred
securities, net of tax, were $2.9 million for the current six-month period.
8
<PAGE> 9
Primarily as a result of the factors noted above, the Company's net income for
the six-month period ending September 30, 1998 of $11.9 million was $2.9 million
less than the $14.8 million earned a year ago.
FINANCIAL CONDITION
Current assets decreased by $9.6 million and current liabilities increased by
$4.9 million during the six-month period ended September 30, 1998, resulting in
a decrease of $14.5 million in working capital. Despite increased sales over the
trailing quarter, both improved inventory turnover and customer collections on
account resulted in reduced working capital needs. The current ratio was 2.8:1
at September 30, 1998 and 2.9:1 at year-end March 31, 1998.
In April 1998, the Company purchased a minority equity interest in Eurodis
Electron PLC ("Eurodis"), a pan-European distributor of electronic components.
This purchase furthers the Company's growth strategy by offering it access to
what management believes is a very broad industrial electronic components
market, as well as one of the world's largest telecommunication markets.
Headquartered near London, Eurodis employs 1,100 people in 13 countries and has
operating centers in the United Kingdom, Austria, the Netherlands, Belgium,
France, Germany, Italy, Switzerland and Eastern Europe.
In April 1998, the Company issued an additional $18.7 million of mandatorily
redeemable convertible trust preferred securities which were sold upon exercise
of the overallotment option.
During the first six months of the current year, total interest-bearing debt
decreased by $30.1 million. The decrease in debt is primarily attributable to
the decrease in working capital and application of proceeds of the mandatorily
redeemable convertible trust preferred securities overallotment option. The
ratio of interest-bearing debt to capitalization was 44% at September 30, 1998
compared with 48% at March 31, 1998.
Management estimates that capital expenditures for the fiscal year 1999 will
approximate $35 million. Capital expenditures in the first six months of the
current year were $10.6 million. Under present business conditions, it is
anticipated that funds from current operations and available credit facilities
will be sufficient to finance both capital spending and working capital needs
for the balance of the current fiscal year.
YEAR 2000 MATTERS
The Year 2000 Problem - software, hardware or an embedded chip that does not
correctly process date information for years after 1999 - results from the
practice of storing date information with only the last two digits of the year.
Like most business enterprises, the Company is taking steps to identify and
address the potential effects of the Year 2000 Problem.
The Company began to address Year 2000 issues in 1996. Since 1997, the Company
has employed external resources to assist it in identifying, remediating and
testing Year 2000 problems. The Company has also assembled a multi-departmental
Year 2000 task force to coordinate and facilitate its Year 2000 efforts and
provide regular updates to the board of directors.
9
<PAGE> 10
The scope of the Year 2000 readiness effort includes the Company's internal
information technology ("IT") systems, such as hardware and software; non-IT
systems with date-sensitive characteristics; the status of key third parties,
including suppliers, service providers, and customers; and products and services
sold by the Company.
The Company's major IT applications are currently Year 2000 ready. Remediation
and testing of the balance of the IT systems are expected to be completed by
July 1999. The Company is in the early stages of analyzing the readiness of
non-IT systems and anticipates that remediation and testing of any non-compliant
systems will be completed by October 1999. The Company also has taken initial
steps to determine the compliance of key third parties and expects that it will
have received and reviewed responses from the majority of such parties by
October 1999.
Although the Company expects to meet the target dates for completion of
remediation and testing and for determining the status of key third parties, the
task force is simultaneously developing contingency plans should the programs
not be completed when anticipated or should the third parties not be ready on a
timely basis. Currently, the Year 2000 readiness program is on schedule. The
Company has not become aware of any third party non-compliance not in the
process of remediation that might result in a major disruption.
Costs of the initiative to date approximate $1.3 million. It is anticipated that
an additional $2.5 million will be incurred to complete the program.
Substantially all of these outlays are expected to result from remediation of
existing systems as opposed to replacing existing systems. Costs of the
initiative are being funded from operating cash flows. The actual costs of the
Company's Year 2000 efforts may vary from current estimates, which are based on
currently available information.
At the present time the Company believes that the greatest threat posed to it by
the Year 2000 Problem is potential litigation arising out of any failure of
products sold or services performed by the Company due to Year 2000
non-compliance. Based on currently available information, the Company is unable
to quantify losses, if any, it may incur as a result of any Year 2000
non-compliant products or services sold by it, and cannot provide any assurance
that such losses may not be material. The Company believes that its exposure to
liability resulting from the malfunction of Year 2000 non-compliant products is
mitigated in substantial part by manufacturers' warranties that are passed
through to the customer. Regardless of whether the Company is ultimately held
liable for any customer's losses, the costs of defending customer lawsuits could
have a material adverse effect on the Company's business, results of operations
and financial condition, depending on the number and nature of such actions. Due
to the uncertain number and nature of such lawsuits, the Company is unable to
estimate its potential litigation expenses resulting from any Year 2000
non-compliance of products or services sold by it.
Although the Company believes that it is taking appropriate precautions against
disruption of its systems due to the Year 2000 issue, there can be no assurance
that the Company will identify all Year 2000 problems in advance of their
occurrence, or that the Company will be able to successfully remedy all problems
that are discovered. Furthermore, there can be no assurance that the Company's
third party relationships will not be adversely affected by Year 2000 issues.
10
<PAGE> 11
While the Company does not anticipate that costs of Year 2000 disruptions will
have a material adverse effect, Year 2000 disruptions, arising either from
within the Company or through third party relationships, could have a material
adverse effect on the Company's business, operating results and financial
condition.
Portions of this report contain current management expectations which may
constitute forward-looking information. The Company's performance may differ
materially from that contemplated by such statements for a variety of reasons,
including, but not limited to: competition, dependence on the computer market,
cyclical nature of semiconductor market, inventory obsolescence and technology
changes, and dependence on key suppliers.
11
<PAGE> 12
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
Not applicable.
PART II - OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
At the Annual Meeting of Shareholders held on July 28, 1998 (the
"Annual Meeting"), the shareholders voted to elect Victor Gelb
and Edwin Z. Singer each to an additional three-year term as
Directors of the Company and Keith M. Kolerus to a new
three-year term. Following is a summary of the voting:
<TABLE>
<CAPTION>
Votes Victor Gelb Edwin Z. Singer Keith M. Kolerus
----- ----------- --------------- ----------------
<S> <C> <C> <C>
For 23,957,790 24,378,736 24,515,424
Withheld 2,006,637 1,585,691 1,449,002
</TABLE>
The term of office of the following Directors of the Company
continued after the Annual Meeting: James L. Bayman; Charles F.
Christ; Gordon E. Heffern; Arthur Rhein; Thomas C. Sullivan; and
Karl E. Ware.
Also at the Annual Meeting, shareholders voted to amend the
Company's Amended and Restated 1991 Stock Option Plan increasing
the number of Common Shares subject to the Plan by 1,500,000
Common Shares from 1,968,750 Common Shares to 3,468,750 Common
Shares.
Votes
-----
For 21,565,395
Against 3,330,024
Abstaining 1,069,007
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS
Number Description
------ -----------
27 Financial Data Schedule
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the
quarter for which this report is filed.
12
<PAGE> 13
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.
PIONEER-STANDARD ELECTRONICS, INC.
Date: November 12, 1998 /S/ James L. Bayman
--------------------- -----------------------------------
James L. Bayman
Chairman and CEO
Date: November 12, 1998 /S/ John V. Goodger
--------------------- -----------------------------------
John V. Goodger
Vice President & Treasurer
13
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE 1998
10-Q AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> MAR-31-1998
<PERIOD-END> SEP-30-1998
<CASH> 30,778
<SECURITIES> 0
<RECEIVABLES> 319,720
<ALLOWANCES> 10,477
<INVENTORY> 340,247
<CURRENT-ASSETS> 691,030
<PP&E> 152,319
<DEPRECIATION> 63,990
<TOTAL-ASSETS> 958,910
<CURRENT-LIABILITIES> 244,110
<BONDS> 484,933
0
0
<COMMON> 9,256
<OTHER-SE> 244,568
<TOTAL-LIABILITY-AND-EQUITY> 958,910
<SALES> 1,103,828
<TOTAL-REVENUES> 1,103,828
<CGS> 931,881
<TOTAL-COSTS> 931,881
<OTHER-EXPENSES> 134,778
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 13,219
<INCOME-PRETAX> 23,950
<INCOME-TAX> 9,113
<INCOME-CONTINUING> 11,918
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 11,918
<EPS-PRIMARY> .45
<EPS-DILUTED> .42
</TABLE>
