BARNETT INC
10-Q, 2000-05-15
CATALOG & MAIL-ORDER HOUSES
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________________________________________________________________________________

                                  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 MARCH 31, 2000

                                       OR

[ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934 FROM TO


Commission File Number 0-21728

                                  BARNETT INC.
             (Exact Name of Registrant as Specified in its Charter)

          DELAWARE                                           59-1380437
   (State of Incorporation)                               (I.R.S. Employer
                                                        Identification Number)

       3333 LENOX AVENUE
       JACKSONVILLE, FLORIDA                                   32254
(Address of Principal Executive Offices)                     (Zip Code)



                                  (904)384-6530
               (Registrant's Telephone Number Including Area Code)

                                 NOT APPLICABLE
      (Former name, former address and former fiscal year, if changed since
                                  last report)



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 ninety (90) days.

                                    Yes X    No



16,263,928 shares of Common Stock, $.01 par value, were issued and outstanding
as of April 30, 2000.

________________________________________________________________________________


                                                                               1

<PAGE>




                          BARNETT INC. AND SUBSIDIARIES

                               INDEX TO FORM 10-Q

                                                                            Page
                                                                            ----

PART I.       FINANCIAL INFORMATION
- -------       ---------------------

Item 1.       Financial Statements

              Consolidated Balance Sheets as of March 31, 2000
              and June 30, 1999                                              3-4

              Consolidated Statements of Income for the Nine Months
              and Three Months Ended March 31,2000 and 1999                    5

              Consolidated Statements of Cash Flows for the
              Nine Months Ended March 31,2000 and 1999                         6

              Notes to Consolidated Financial Statements                     7-9

Item 2.       Management's Discussion and Analysis of Financial
              Condition and Results of Operations                          10-13

Item 3.       Quantitative and Qualitative Disclosures About
              Market Risk                                                     13

PART II. OTHER INFORMATION
- -------- -----------------

Item 4. Submission of Matters To A Vote of Security Holders                   14

Item 6. Exhibits and Reports on Form 8-K                                      14

Signatures                                                                    15
- ----------



                                                                               2

<PAGE>



PART I. FINANCIAL INFORMATION
- ------- ---------------------

ITEM 1. FINANCIAL STATEMENTS


<TABLE>
                          BARNETT INC. AND SUBSIDIARIES
                          -----------------------------

                           CONSOLIDATED BALANCE SHEETS
                           ---------------------------

                        MARCH 31, 2000 AND JUNE 30, 1999
                    ($ IN THOUSANDS EXCEPT PER SHARE AMOUNTS)

                                     ASSETS

<CAPTION>
                                                                   March 31,         June 30,
                                                                     2000              1999
                                                                     ----              ----
                                                                  (Unaudited)

<S>                                                               <C>                <C>
CURRENT ASSETS:
  Cash                                                            $   5,376          $   3,421
  Accounts receivable, net                                           38,054             35,914
  Inventories                                                        59,003             52,733
  Prepaid expenses                                                    3,809              2,873
                                                                   --------           --------
              Total current assets                                  106,242             94,941
                                                                   --------           --------

PROPERTY AND EQUIPMENT:
  Leasehold improvements                                              9,287              8,265
  Furniture and fixtures                                              5,215              4,662
  Machinery and equipment                                            23,012             19,352
  Building and improvements                                           7,283              7,281
                                                                   --------           --------
                                                                     44,797             39,560
Less accumulated depreciation and amortization                      (19,664)           (15,978)
                                                                   --------           --------
Property and equipment, net                                          25,133             23,582

COST OF BUSINESSES IN EXCESS OF NET ASSETS ACQUIRED, NET             26,429             27,353

DEFERRED TAX ASSETS, NET                                                857                857

OTHER ASSETS                                                          2,840              2,453
                                                                   --------           --------
                                                                  $ 161,501          $ 149,186
                                                                   ========           ========
</TABLE>



       The accompanying Notes to Consolidated Financial Statements
                   are an integral part of these statements.

                                                                               3

<PAGE>


<TABLE>
                          BARNETT INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS

                        MARCH 31, 2000 AND JUNE 30, 1999
                   ($ IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

                      LIABILITIES AND STOCKHOLDERS' EQUITY

<CAPTION>
                                                                  March 31,          June 30,
                                                                    2000               1999
                                                                    ----               ----
                                                                 (Unaudited)

<S>                                                              <C>                <C>
CURRENT LIABILITIES:
  Accounts payable                                               $  20,148          $  20,061
  Accrued liabilities                                                4,017              4,061
  Accrued income taxes                                                 165                151
  Accrued interest                                                     336                342
                                                                  --------           --------
              Total current liabilities                             24,666             24,615
                                                                  --------           --------


Long-Term Debt                                                      33,000             33,000

STOCKHOLDERS' EQUITY:
  Common stock, $.01 par value per share:
    Authorized 40,000 shares; Issued and outstanding
    16,247 shares at March 31, 2000 and 16,218 at
    June 30, 1999                                                      162                162
  Paid-in capital                                                   48,152             47,937
  Retained earnings                                                 55,521             43,472
                                                                  --------           --------

              Total stockholders' equity                           103,835             91,571
                                                                  --------           --------
                                                                 $ 161,501          $ 149,186
                                                                  ========           ========


</TABLE>


           The accompanying Notes to Consolidated Financial Statements
                   are an integral part of these statements.


                                                                               4

<PAGE>



<TABLE>
                          BARNETT INC. AND SUBSIDIARIES

                        CONSOLIDATED STATEMENTS OF INCOME

                                   (UNAUDITED)
       FOR THE NINE MONTHS AND THREE MONTHS ENDED MARCH 31, 2000 AND 1999
                     ($ IN THOUSANDS, EXCEPT PER SHARE DATA)

<CAPTION>
                                              Nine Months Ended                     Three Months Ended
                                                  March 31                                March 31
                                                  --------                                --------
                                              2000              1999              2000              1999
                                              ----              ----              ----              ----

<S>                                        <C>                <C>               <C>               <C>
Net sales                                  $ 211,820          $ 174,390         $ 73,348          $ 63,879

Cost of sales                                142,271            116,330           48,885            42,273
                                            --------           --------          -------           -------

Gross profit                                  69,549             58,060           24,463            21,606

Selling, general and
administrative expenses                       47,970             38,790           17,380            14,612
                                            --------           --------          -------           -------

Operating income                              21,579             19,270            7,083             6,994
Interest expense, net                          1,479                674              510               608
                                            --------           --------          -------           -------

Income before income taxes                    20,100             18,596            6,573             6,386

Provision for income taxes                     8,049              7,263            2,652             2,559
                                            --------           --------          -------           -------

Net income                                 $  12,051          $  11,333         $  3,921          $  3,827
                                            ========           ========          =======           =======


Basic earnings per share                   $    0.74          $    0.70         $   0.24          $   0.24
Diluted earnings per share                 $    0.74          $    0.70         $   0.24          $   0.24

Weighted average shares outstanding:
Basic                                         16,238             16,212           16,247            16,212
Diluted                                       16,243             16,216           16,261            16,216
</TABLE>



           The accompanying Notes to Consolidated Financial Statements
                   are an integral part of these statements.


                                                                               5

<PAGE>




<TABLE>
                          BARNETT INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

                FOR THE NINE MONTHS ENDED MARCH 31, 2000 AND 1999
                                ($ IN THOUSANDS)

<CAPTION>
                                                                                       March 31,
                                                                                  2000             1999
                                                                                  ----             ----

<S>                                                                             <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income                                                                    $ 12,051        $  11,333
  Adjustments to reconcile net income to net cash provided
    by operating activities:
    Depreciation and amortization                                                  4,265            3,510
  Changes in assets and liabilities:
    Increase in accounts receivable, net                                          (2,140)          (1,965)
    Increase in inventories                                                       (6,270)         (10,648)
    Increase in prepaid expenses                                                    (936)            (644)
    Increase in other assets                                                         (44)            (449)
    Increase (Decrease) in accounts payable                                           87              (29)
    Increase (Decrease) in accrued liabilities                                       (36)             704
                                                                                 -------         --------

              Net Cash Provided by (Used in) Operating Activities                  6,977            1,812
                                                                                 -------         --------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Capital expenditures, net                                                       (5,237)          (5,818)
  Borrowings in Connection with the
   Acquisition of U.S. Lock Corporation                                                0          (33,000)
                                                                                 -------         --------

              Net Cash Used in Investing Activities                               (5,237)         (38,818)
                                                                                 -------         --------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Borrowings under credit agreement                                                  705           42,770
  Repayments under credit agreement                                                 (705)         (38,991)
  Acquisition of U.S. Lock Corporation                                                 0           33,000
  Net proceeds from issuance of common stock-stock options, grants                   215               79
                                                                                 -------         --------

              Net Cash Provided by Financing Activities                              215           36,858
                                                                                 -------         --------

NET INCREASE (DECREASE) IN CASH                                                    1,955             (148)

BALANCE, BEGINNING OF PERIOD                                                       3,421              450
                                                                                 -------         --------

BALANCE, END OF PERIOD                                                          $  5,376        $     302
                                                                                 =======         ========
</TABLE>



           The accompanying Notes to Consolidated Financial Statements
                   are an integral part of these statements.

                                                                               6

<PAGE>




                          BARNETT INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

                                 MARCH 31, 2000

NOTE 1 - Basis of Presentation
         ---------------------

The consolidated financial statements include the accounts of Barnett Inc. (a
Delaware corporation) and its wholly-owned subsidiary, U.S. Lock Corporation
(collectively, the "Company"). All material intercompany transactions have been
eliminated.

The consolidated statements of income for the nine months and three months ended
March 31, 2000 and 1999, the consolidated balance sheet as of March 31, 2000 and
the consolidated statements of cash flows for the nine months ended March 31,
2000 and 1999 have been prepared by the Company without audit, while the
consolidated balance sheet as of June 30, 1999 was derived from audited
financial statements. In the opinion of management, these financial statements
include all adjustments, all of which are normal and recurring in nature,
necessary to present fairly the financial position, results of operations and
cash flows as of March 31, 2000 and for all periods presented. Certain
information and footnote disclosures normally included in annual financial
statements prepared in accordance with generally accepted accounting principles
have been consolidated or omitted. The Company believes that the disclosures
included are adequate and provide a fair presentation of interim period results.
Interim financial statements are not necessarily indicative of financial
position or operating results for an entire year. It is suggested that these
consolidated interim financial statements be read in conjunction with the
audited financial statements and the notes thereto included in the Company's
Annual Report on Form 10-K for the fiscal year ended June 30, 1999 filed with
the Securities and Exchange Commission.

NOTE 2 - Business
         --------

The Company operates in a single business segment -- the distribution of
plumbing, electrical, hardware and security hardware products, utilizing mail
order catalogs and a telesales program. The Company's various products are
economically similar and do not require separate segment reporting.

NOTE 3 - Supplemental Cash Flow Information
         ----------------------------------

Cash payments during the nine months ended March 31, 2000 and 1999 included
income taxes of $8.5 million and $8.0 million, respectively, and interest of
$1.6 million and $299,000 respectively.

NOTE 4 - Business Acquisition
         --------------------

On January 8, 1999, Barnett Inc. acquired the U.S. Lock ("U.S. Lock") division
of WOC, Inc., an indirect wholly-owned subsidiary of Waxman Industries, Inc. for
a cash purchase price of approximately $33.0 million and the assumption of
liabilities of approximately $2.0 million. The effective date of the U.S. Lock
acquisition was January 1, 1999.


                                                                               7

<PAGE>



The acquisition of U.S. Lock was accounted for as a purchase. Accordingly, the
purchase price was allocated to the net assets acquired based upon their
estimated fair market values. The excess of the purchase price over the
estimated fair value of net assets acquired amounted to approximately $23.0
million. This has been accounted for as goodwill and is being amortized over 40
years using the straight line method.

The following unaudited pro forma information presents a summary of consolidated
results of operations of Barnett Inc. and U.S. Lock as if the acquisition had
occurred at the beginning of fiscal year 1999, with pro forma adjustments to
give effect to amortization of goodwill, interest expense on acquisition debt
and certain other adjustments, together with related income tax effects (dollars
in thousands, except per share data).

                                                                     Nine Months
                                                                   Ended 3-31-99
- --------------------------------------------------------------------------------
Net sales                                                               $187,752
Net income                                                               $11,425
Earnings per share                                                         $0.71
- --------------------------------------------------------------------------------



NOTE 5 - Earnings Per Share
         ------------------

Basic earnings per share is calculated based on weighted average number of
shares of common stock outstanding. Diluted earnings per share is calculated
based on the weighted average number of shares of common stock outstanding and
common stock equivalents, consisting of outstanding stock options. Common stock
equivalents are determined using the treasury method for diluted shares
outstanding. The difference between diluted and basic shares outstanding are
common stock equivalents from stock options outstanding in the nine months and
three months ended March 31,2000 and 1999.

NOTE 6 - Impact of Accounting Standards
         ------------------------------

In June 1998, FASB issued SFAS No. 133, "Accounting for Derivative Instruments
and Hedging Activities". The statement establishes accounting and reporting
standards for derivative instruments (including certain derivative instruments
embedded in other contracts). SFAS No. 133 is effective for fiscal years
beginning after June 15, 2000. The adoption of this standard is not expected to
have a material impact on reported results of the Company's operations.

NOTE 7 - Accounting Change
         -----------------

In the first quarter of fiscal year 2000, the Company adopted Statement of
Position ("SOP")No. 98-5, "Reporting on the Costs of Start-Up Activities" which
requires expensing these costs as incurred, rather than capitalizing and
subsequently amortizing such costs. The adoption of this SOP resulted in certain
balance sheet re-classifications in addition to write-offs charged directly to
operations, of the costs capitalized as of June 30, 1999.

NOTE 8 - Interest Rate Swap
         ------------------

The Company entered into a interest rate swap to minimize the risk and costs
associated with changes in interest rates. The swap agreement is a contract to
exchange the variable rate

                                                                               8

<PAGE>



of three-month LIBOR +.825% on its term loan for fixed interest rate payments of
6.29% payable quarterly. The interest swap had a notional of $33.0 million and a
maturity date of December 31, 2005, corresponding with the term loan. The
interest rate swap had a fair value of $1.6 million at March 31, 2000. In the
event the Company terminated the interest rate swap, the resulting gains/losses
would be deferred and amortized over the original term of the swap as an
interest adjustment to the underlying asset or liability being hedged. For tax
purposes, any termination payment would be treated as ordinary income or
expense.














































                                                                               9

<PAGE>



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

This Quarterly Report contains certain "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995 that are based
on the beliefs of the Company and its management. When used in this document,
the words "expect", "believe", "intend", "may", "should", "anticipate", and
similar expressions are intended to identify forward- looking statements. Such
forward-looking statements reflect the current view of the Company with respect
to future events and are subject to certain risks, uncertainties and assumptions
including, but not limited to, the risk that the Company may not be able to
implement its growth strategy in the intended manner, risks associated with
currently unforeseen competitive pressures and risks affecting the Company's
industry such as increased distribution costs and the effects of general
economic conditions. In addition, the Company's business, operations, and
financial condition are subject to the risks, uncertainties and assumptions
which are described in the Company's reports and statements filed from time to
time with the Securities and Exchange Commission, including this Report. Should
one or more of these risks or uncertainties materialize, or should underlying
assumptions prove incorrect, actual results may vary materially from those
described herein as anticipated, believed, estimated, expected or intended.

Overview
- --------

The Company is a direct marketer and distributor of an extensive line of
plumbing, electrical, hardware and security hardware products to approximately
73,000 active customers throughout the United States, the Caribbean and South
America. Effective January 1, 1999, the Company acquired U.S. Lock, a division
of WOC, Inc., a wholly-owned subsidiary of Waxman Industries, Inc., for a cash
purchase price of $33.0 million and the assumption of liabilities estimated at
approximately $2.0 million. The Company offers approximately 21,000 name brand
and private label products through its industry-recognized Barnett(R) and U.S.
Lock(R) catalogs and telesales operations. The Company markets its products
through six distinct, comprehensive catalogs that target professional
contractors, independent hardware stores, maintenance managers, liquid propane
gas ("LP Gas") dealers and locksmiths. The Company's staff of over 140
knowledgeable telesales, customer service and technical support personnel work
together to serve customers by assisting in product selection and offering
technical advice. To provide rapid delivery and a strong local presence, the
Company has established a network of 42 distribution centers strategically
located in 36 major metropolitan areas throughout the United States and Puerto
Rico. Through these local distribution centers, approximately 70% of the
Company's orders are shipped to the customer on the same day the order is
received. The remaining 30% of the orders are picked up by the customer at one
of the Company's local distribution centers. The Company's strategy of being a
low-cost, competitively priced supplier is facilitated by its volume of
purchases and offshore sourcing of a significant portion of its private label
products. Products are purchased from over 650 domestic and foreign suppliers.










                                                                              10

<PAGE>



Results of Operations
- ---------------------

                 Nine Months Ended March 31, 2000 Compared With
                        Nine Months Ended March 31, 1999
                 ----------------------------------------------

Net Sales
- ---------

Net sales increased $37.4 million, or 21.5%, to $211.8 million in the nine
months ended March 31, 2000 from $174.4 million in the corresponding prior year
period. Approximately 83.4% of the increase in the Company's net sales was
derived from the Company's telesales operations, primarily resulting from
increased sales by existing telesalespersons and the addition of 22
telesalespersons acquired with U.S. Lock, compared to the prior year period. The
remainder of the net sales increase was attributable to the Company's outside
sales force, integrated account management teams, factory direct programs and
the Company's export division. New customers garnished from the Company's
promotional flyer campaigns contributed approximately $11.5 million to the net
sales increase for the nine months ended March 31, 2000. Also contributing to
the net sales increase for the nine month period was revenue from new product
introductions approximating $10.6 million.

Last year, the Company began an integration of its outside sales force with its
telesales force. The integrated account management provides synergies with
improved customer knowledge, as well as superior customer service and quicker
response times. These integrated account management teams produced revenue
increases in nine months ending March 31, 2000 exceeding 20%. Additionally, the
Company's export division, primarily consisting of a small dedicated
international telesales staff, garnished revenue increases in excess of 29%.
Furthermore, the Company continues to invest in its factory direct programs
whereby products are shipped directly to the customer from certain suppliers and
manufacturers. These programs yielded more than 30% revenue increases in the
nine months ended March 31, 2000.

The Company opened its 41st distribution center in Orlando, Florida in October
1999 and its 42nd distribution center in Phoenix, Arizona in December 1999. The
sales contribution from these new distribution centers was not significant for
the current nine month period.

Gross Profit
- ------------

Gross profit increased by 19.8% to $69.5 million in the nine months ended March
31,2000 from $58.1 million in the corresponding prior year period. Gross profit
margins decreased to 32.8% for the nine months ended March 31, 2000 from 33.3%
for the same period last year, primarily as a result of the aforementioned
increased activity in the Company's direct sales programs, which typically carry
much lower gross profit margins than the Company's warehouse shipments.

Selling, General and Administrative Expenses
- --------------------------------------------

Selling, general and administrative ("SG&A") expenses increased 23.7% to $48.0
million for the nine months ended March 31, 2000, from $38.8 million for the
comparable prior year period. The increase is primarily due to combining the
expenses of U.S. Lock along with the occupancy and other expenses related to the
opening of two new distribution centers in the current fiscal year. Increased
wages and training costs related to personnel turnover in various distribution
centers, also contributed to the increased expense level, as well as the
amortization of goodwill related to the U.S. Lock acquisition. Additionally, the
Company recorded one-time start-up costs of $0.5 million in quarter ended March
31, 2000. These start-up costs relate to pre-opening expenses of the Company's
National Distribution Center

                                                                              11

<PAGE>



("NDC") in Nashville, Tennessee. This NDC, which is expected to open in July
2000, will receive all of the Company's inventory purchases from vendors and
re-distribute them to the Company's existing distribution centers.

Provision for Income Taxes
- --------------------------

The provision for income taxes increased $0.8 million or 10.8% to $8.0 million
for the nine months ended March 31, 2000 from $7.3 million for the nine months
ended March 31, 1999, primarily as a result of increased operating income and
the non-deductibility of the goodwill amortization.

                 Three Months Ended March 31, 2000 Compared With
                        Three Months Ended March 31, 1999
                 -----------------------------------------------

Net Sales
- ---------

Net sales increased $9.5 million, or 14.8%, to $73.3 million in the three months
ended March 31, 2000 from $63.9 million in the corresponding prior year period.
Approximately 68.7% of the increase in the Company's net sales was derived from
the Company's telesales operations, primarily resulting from increased sales by
existing telesalespersons. The remainder of the net sales increase was
attributable to the Company's outside sales force, integrated account management
teams, factory direct programs and the Company's export division. New customers
garnished from the Company's promotional flyer campaigns contributed
approximately $2.3 million to the net sales increase for the three months ended
March 31, 2000. Also contributing to the net sales increase for the three month
period was revenue from new product introductions approximating $4.7 million.

Net sales were somewhat hampered in the three months ended March 31, 2000 due to
harsh weather conditions in the Northeast in the month of January which forced
the closure of seven of the Company's distribution centers and U.S. Lock's
telesales facility for several days. In addition to the loss of sales on the
days our centers were closed, the Company experienced lower than expected sales
throughout this period due to customers who were closed for longer periods of
time. Furthermore, the Company's LeRan Gas Products division continues to be
hampered by the skyrocketing oil prices across the country.

As noted above, last fiscal year, the Company began an integration of its
outside sales force with its telesales force. The integrated account management
provides synergies with improved customer knowledge, as well as superior
customer service and quicker response times. These integrated account management
teams produced revenue increases in three months ending March 31, 2000 exceeding
20%. Additionally, the Company's export division, primarily consisting of a
small dedicated international telesales staff, garnished revenue increases in
excess of 20%. Furthermore, the Company continues to invest in its factory
direct programs whereby products are shipped directly to the customer from
certain suppliers and manufacturers. These programs yielded more than 46%
revenue increases in the three months ended March 31, 2000.

The Company opened its 41st distribution center in Orlando, Florida in October
1999 and its 42nd distribution center in Phoenix, Arizona in December 1999. The
sales contribution from these new distribution centers was not significant for
the current three month period.




                                                                              12

<PAGE>



Gross Profit
- ------------

Gross profit increased by 13.2% to $24.5 million in the three months ended March
31, 2000 from $21.6 million in the corresponding prior year period. Gross profit
margins decreased to 33.4% for the three months ended March 31, 2000 from 33.8%
for the same period last year, primarily as a result of the aforementioned
increased activity in the Company's direct sales programs, which typically carry
much lower gross profit margins than the Company's warehouse shipments.


Selling, General and Administrative Expenses
- --------------------------------------------

Selling, general and administrative ("SG&A") expenses increased 18.9% to $17.4
million for the three months ended March 31,2000, from $14.6 million for the
comparable prior year period. The increase is primarily due to the occupancy and
other expenses related to the opening of two new distribution centers in the
current fiscal year. Increased wages and training costs related to personnel
turnover in various distribution centers, also contributed to the increased
expense level, as well as the amortization of goodwill related to the U.S. Lock
acquisition. Additionally, the Company recorded one-time start-up costs of $0.5
million in quarter ended March 31, 2000. These start-up costs relate to
pre-opening expenses of the Company's National Distribution Center ("NDC") in
Nashville, Tennessee. This NDC, which is expected to open in July 2000, will
receive all of the Company's inventory purchases from vendors and re-distribute
them to the Company's existing distribution centers.

Provision for Income Taxes
- --------------------------

The provision for income taxes increased $0.1 million or 3.6% to $2.7 million
for the three months ended March 31, 2000 from $2.6 million for the three months
ended March 31, 1999, primarily as a result of increased operating income and
the non-deductibility of the goodwill amortization.


ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
        ----------------------------------------------------------

See note 8 to the financial statements.




















                                                                              13

<PAGE>



PART II. OTHER INFORMATION

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
        ---------------------------------------------------

         a)       The following persons were elected to serve as Class I
directors for a three-year term and received the number of votes as set
opposite their names:

               Name                For                 Against
               ----                ---                 -------

       Melvin Waxman             14,618,242            162,656

       Sheldon G. Adelman        14,759,932             20,966

         b)       The following are the results of the vote on the ratifica-
tion of Arthur Andersen LLP as the independent public accountants of the
Company;

               For                 Against             Abstain
               ---                 -------             -------

           14,772,448               4,300               4,150


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

         a)       Exhibits:

                  (27) Financial Data Schedule

         b)       No Reports on Form 8-K were filed.


All other items in Part II are either inapplicable to the Company during the
quarter ended March 31,2000, the answer is negative or a response has been
previously reported and an additional report of the information need not be made
pursuant to the instructions to Part II.


                                                                              14

<PAGE>



                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                       BARNETT INC.
                                       REGISTRANT



DATE: MAY 12, 2000                     By: /s/ Andrea Luiga
                                          --------------------------------------
                                           Andrea Luiga
                                           Chief Financial Officer
                                           (principal financial and
                                           accounting officer)



































                                                                              15


<TABLE> <S> <C>


<ARTICLE>                     5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED FINANCIAL STATEMENTS OF BARNETT INC. FOR THE NINE MONTHS ENDED
MARCH 31, 2000 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>

<S>                             <C>
<PERIOD-TYPE>                   9-MOS
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