FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1997
Commission file number 1-13059
JLK DIRECT DISTRIBUTION INC.
(Exact name of registrant as specified in its charter)
PENNSYLVANIA 23-2896928
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification No.)
STATE ROUTE 981 SOUTH
P.O. BOX 231
LATROBE, PENNSYLVANIA 15650
(Address of registrant's principal executive offices)
Registrant's telephone number, including area code: (412) 539-5000
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. YES [X] NO [ ]
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date:
TITLE OF EACH CLASS OUTSTANDING AT OCTOBER 31, 1997
- ---------------------------------------- -------------------------------
Class A Common Stock, par value $.01 4,917,000
Class B Common Stock, par value $.01 20,237,000
JLK DIRECT DISTRIBUTION INC.
FORM 10-Q
FOR QUARTER ENDED SEPTEMBER 30, 1997
TABLE OF CONTENTS
Item No.
- --------
PART I. FINANCIAL INFORMATION
1. Financial Statements:
Condensed Consolidated Balance Sheets (Unaudited)
September 30, 1997 and June 30, 1997
Condensed Consolidated Statements of Income (Unaudited)
Three months ended September 30, 1997 and 1996
Condensed Consolidated Statements of Cash Flows (Unaudited)
Three months ended September 30, 1997 and 1996
Notes to Condensed Consolidated Financial Statements
(Unaudited)
2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
PART II. OTHER INFORMATION
2. Changes in Securities and Use of Proceeds
6. Exhibits and Reports on Form 8-K
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
JLK DIRECT DISTRIBUTION INC.
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
- -------------------------------------------------
(in thousands) September 30, June 30,
1997 1997
-------- --------
ASSETS
Current Assets:
Cash and equivalents $ 1,591 $ 13,088
Notes receivable from Kennametal 73,934 -
Accounts receivable, less allowance for
doubtful accounts of $302 and $186 48,566 42,589
Inventories 71,088 70,332
Deferred income taxes 3,260 3,260
-------- --------
Total current assets 198,439 129,269
-------- --------
Property, Plant and Equipment:
Land and buildings 1,828 1,828
Machinery and equipment 11,364 10,406
Less accumulated depreciation (5,563) (5,202)
-------- --------
Net property, plant and equipment 7,629 7,032
-------- --------
Other Assets:
Intangible assets, less accumulated
amortization of $5,416 and $4,948 27,459 27,927
Other 1,424 1,260
-------- --------
Total other assets 28,883 29,187
-------- --------
Total assets $234,951 $165,488
======== ========
LIABILITIES
Current Liabilities:
Notes payable to banks $ 257 $ 20,295
Notes payable to Kennametal - 15,805
Accounts payable 21,767 15,460
Due to Kennametal and affiliates 5,534 7,641
Income taxes payable 8,082 4,055
Other 5,123 4,541
-------- --------
Total current liabilities 40,763 67,797
-------- --------
Other liabilities 4,297 4,960
-------- --------
Total liabilities 45,060 72,757
-------- --------
SHAREHOLDERS' EQUITY
Shareholders' Equity:
Investments by and advances from Kennametal - 92,643
Preferred stock, $.01 par value; 25,000 shares
authorized; none issued - -
Class A Common Stock, $.01 par value; 75,000 shares
authorized; 4,917 shares issued and outstanding 49 -
Class B Common Stock, $.01 par value; 50,000 shares
authorized; 20,237 shares issued and outstanding 202 -
Additional paid-in capital 182,854 -
Retained earnings 6,769 -
Cumulative translation adjustments 17 88
-------- --------
Total shareholders' equity 189,891 92,731
-------- --------
Total liabilities and shareholders' equity $234,951 $165,488
======== ========
See accompanying notes to condensed consolidated financial statements.
JLK DIRECT DISTRIBUTION INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
- -------------------------------------------------------
(in thousands, except per share data)
Three Months Ended
September 30,
---------------------
1997 1996
-------- --------
OPERATIONS:
Net sales $95,420 $70,018
Cost of goods sold 63,171 48,073
------- -------
Gross profit 32,249 21,945
Operating expenses 22,079 15,410
------- -------
Operating income 10,170 6,535
Interest income 999 -
------- -------
Income before income taxes 11,169 6,535
Provision for income taxes 4,400 2,565
------- -------
Net income $ 6,769 $ 3,970
======= =======
PER SHARE DATA:
Net income per share $ 0.27 -
======= =======
Weighted average shares outstanding 25,154 -
======= =======
Pro forma net income per share - $ 0.19
======= =======
Pro forma weighted average shares outstanding - 20,932
======= =======
See accompanying notes to condensed consolidated financial statements.
JLK DIRECT DISTRIBUTION INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
- -----------------------------------------------------------
(in thousands)
Three Months Ended
September 30,
------------------------
1997 1996
-------- --------
OPERATING ACTIVITIES:
Net income $ 6,769 $ 3,970
Adjustments for noncash items:
Depreciation and amortization 824 397
Noncash transactions with Kennametal - 1,569
Changes in certain assets and liabilities:
Accounts receivable (6,003) 56
Inventories (810) 1,886
Accounts payable and accrued liabilities 4,798 (5,360)
Other 3,198 99
------- -------
Net cash flow from operating activities 8,776 2,617
------- -------
INVESTING ACTIVITIES:
Purchases of property, plant and equipment (958) (429)
Notes receivable from Kennametal (73,934) -
------- -------
Net cash flow used for investing activities (74,892) (429)
------- -------
FINANCING ACTIVITIES:
Net proceeds from initial public offering
of Class A Common Stock 90,462 -
Decrease in short-term debt (20,038) -
Notes Payable to Kennametal (15,805) -
Net cash advances by (payments to) Kennametal - (766)
------- --------
Net cash flow from (used for) financing activities 54,619 (766)
------- --------
Effect of exchange rate changes on cash - 23
------- -------
CASH AND EQUIVALENTS:
Net increase (decrease) in cash and equivalents (11,497) 1,445
Cash and equivalents, beginning 13,088 690
------- -------
Cash and equivalents, ending $ 1,591 $ 2,135
======= =======
SUPPLEMENTAL DISCLOSURES:
Interest paid $ 4 $ -
Income taxes paid 3,363 2,036
See accompanying notes to condensed consolidated financial statements.
JLK DIRECT DISTRIBUTION INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
- ----------------------------------------------------------------
1. The accompanying condensed consolidated financial statements of JLK Direct
Distribution Inc. (the "Company") include the operations of J&L America, Inc.
("J&L"), a previously wholly-owned subsidiary of Kennametal Inc.
("Kennametal"), and Full Service Supply ("Full Service Supply"), which
previously had been operated as a program of Kennametal. Prior to April 1,
1997, the Company had no separate legal status or existence. Kennametal
incorporated the Company as a Pennsylvania corporation under the name "JLK
Direct Distribution Inc." in April 1997. In anticipation of the initial
public offering ("IPO"), Kennametal contributed to the Company the stock of
J&L, including the J&L United Kingdom operations, and the assets and
liabilities of Full Service Supply. Immediately prior to the effective date of
the IPO (see Note 2), Kennametal exchanged its currently outstanding
investment for 20,897,000 shares of Class B Common Stock.
In connection with the IPO, Kennametal surrendered to the Company 640,000
shares of Class B Common Stock equal to the number of additional shares of
Class A Common Stock purchased by the underwriters upon exercise of the
underwriters over-allotment option. In addition, Kennametal sold 20,000
shares of Class B Common Stock at $20 per share to one of the members of its
and the Company's board of directors. The 20,000 shares of Class B Common
Stock were subsequently converted to Class A Common Stock. Subsequent to the
IPO, 4,917,000 shares of Class A Common Stock were outstanding, and Kennametal
held 20,237,000 shares of Class B Common Stock.
2. On July 2, 1997, the Company consummated an IPO of approximately
4.9 million shares of Class A Common Stock at a price of $20 per share. The
net proceeds from the IPO were approximately $90 million and represented
approximately 20% of the Company's outstanding common stock. The net proceeds
were used by the Company to repay $20 million of short-term debt related to a
dividend paid to Kennametal and $20 million to repay Kennametal for
acquisitions and income taxes paid for on behalf of the Company.
In connection with the IPO, the remaining net proceeds were loaned to
Kennametal under an intercompany debt/investment and cash management agreement
at a fluctuating rate of interest equal to Kennametal's short-term borrowing
costs. Kennametal will maintain unused lines of credit to enable it to repay
any portion of the borrowed funds as the amounts are due on demand by the
Company.
3. The condensed consolidated financial statements should be read in
conjunction with the Notes to Consolidated Financial Statements included in
the Company's 1997 Annual Report on Form 10-K. The condensed consolidated
balance sheet as of June 30, 1997 has been derived from the audited balance
sheet included in the Company's 1997 Annual Report on Form 10-K. These
interim statements are unaudited; however, management believes that all
adjustments necessary for a fair presentation have been made and all
adjustments are normal, recurring adjustments. The results for the three
months ended September 30, 1997 are not necessarily indicative of the results
to be expected for the full fiscal year.
4. Earnings per share for fiscal 1998 was computed using the weighted average
number of shares outstanding during the period. Pro forma earnings per share
for fiscal 1997 was computed using the weighted average number of shares
outstanding during the period. Pro forma weighted average common shares
outstanding are presented on a basis that gives pro forma effect to (i) the
issuance of the Class B Common Stock and (ii) the assumed issuance of 34,650
shares of Class A Common Stock to fund the excess of dividends over net
income.
5. The Financial Accounting Standards Board ("FASB") recently issued SFAS
No. 128, "Earnings Per Share" ("SFAS No. 128") and SFAS No. 129, "Disclosure
of Information about Capital Structures" ("SFAS No. 129"). SFAS No. 128 was
issued in February 1997 and is effective for periods ending after December 15,
1997. This statement, upon adoption, will require all prior earnings per
share ("EPS") data to be restated to conform to the provisions of the
statement. This statement's objective is to simplify the computations of EPS
and to make the U.S. standard for EPS computations more compatible with that
of the International Accounting Standards Committee. The Company will adopt
SFAS No. 128 in the second quarter of fiscal 1998 and does not anticipate that
the statement will have a significant impact on its reported EPS.
SFAS No. 129 was issued in February 1997 and is effective for periods ending
after December 15, 1997. This statement, upon adoption, will require all
companies to provide specific disclosure regarding their capital structure.
SFAS No. 129 will specify the disclosure for all companies, including
descriptions of their capital structure and the contractual rights of the
holders of such securities. The Company will adopt SFAS No. 129 in the second
quarter of fiscal 1998 and does not anticipate that the statement will have a
significant impact on its disclosure.
Additionally, in June 1997, the FASB issued SFAS No. 130, "Reporting
Comprehensive Income" ("SFAS No. 130") and SFAS No. 131, "Disclosures About
Segments of an Enterprise and Related Information" ("SFAS No. 131").
SFAS No. 130 is effective for years ending after December 15, 1997.
SFAS No. 130 establishes standards for reporting and display of comprehensive
income and its components in a full set of general-purpose financial
statements. The Company will adopt SFAS No. 130 in fiscal 1998 and does not
anticipate that the statement will have a significant impact on its
disclosures.
SFAS No. 131 introduces a new model for segment reporting called the
"management approach." The management approach is based on the way the chief
operating decision-maker organizes segments within a company for making
operating decisions and assessing performance. SFAS No. 131 is effective for
fiscal years beginning after December 15, 1997. The Company is in the process
of evaluating the effect of applying this statement.
6. Subsequent to September 30, 1997, the Company announced that it has
entered into an agreement to acquire GRS Industrial Supply Company ("GRS") and
Car-Max Tool & Cutter Sales, Inc. ("Car-Max"). GRS and Car-Max are engaged in
the distribution of metalcutting tools and industrial supplies in the Midwest
and had combined sales approximating $23.9 million in the year ended
December 31, 1996. The acquisitions were accounted for using the purchase
method of accounting. The consolidated financial statements will include the
operating results from the date of acquisition. Pro forma results of
operations have not been presented because the effects of these acquisitions
were not significant.
7. Information related to the Company's shareholders' equity during the
September 1997 quarter is as follows:
(in thousands)
Class A Common Stock Class B Common Stock Additional Retained Investments by
-------------------- ------------------- Paid-In Retained Translation and Advances
Shares Amount Shares Amount Capital Earnings Adjustments from Kennametal Total
------ ------ ------ ------ ------- -------- ----------- --------------- -----
Balance, June 30, 1997 - $ - - $ - $ - $ - $88 $92,643 $ 92,731
Exchange of investment by
and advances from
Kennametal for 20,897
shares of Class B Common
Stock - - 20,897 209 92,434 - - (92,643) -
Initial public offering
of Class A Common Stock
including surrender of
640 shares of Class B
Common Stock 4,897 48 (640) (6) 90,420 - - - 90,462
Sale and exchange of
Class B Common Stock for
Class A Common Stock by
Kennametal 20 1 (20) (1) - - - - -
Translation adjustments - - - - - - (71) - (71)
Net Income - - - - - 6,769 - - 6,769
----- --- ------ ---- -------- ------ --- ------- --------
Balance, September 30, 1997 4,917 $49 20,237 $202 $182,854 $6,769 $17 $ - $189,891
===== === ====== ==== ======== ====== === ======= ========
In connection with the IPO, Kennametal surrendered to the Company 640,000
shares of Class B Common Stock equal to the number of additional shares of
Class A Common Stock purchased by the underwriters upon exercise of the
underwriters over-allotment option. In addition, Kennametal sold 20,000
shares of Class B Common Stock at $20 per share to one of the members of its
and the Company's board of directors. The 20,000 shares of Class B Common
Stock were subsequently converted to Class A Common Stock. Subsequent to the
IPO, 4,917,000 shares of Class A Common Stock were outstanding, and Kennametal
held 20,237,000 shares of Class B Common Stock.
8. The Company engages in business transactions with Kennametal and its
subsidiaries. Products purchased for resale from Kennametal and its
subsidiaries totaled $10.2 million and $6.1 million for the September 1997 and
1996 quarters, respectively. Sales to these entities totaled $2.6 million and
$3.6 million for the September 1997 and 1996 quarters, respectively.
The Company also receives from Kennametal certain warehouse, management
information systems, financial and administrative services. All amounts
incurred by Kennametal on behalf of the Company are reflected in operating
expenses in the accompanying statements of income. Costs charged to the
Company by Kennametal totaled $1.9 million and $1.6 million for the September
1997 and 1996 quarters, respectively.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
NET SALES
- ---------
Net sales for the September 1997 quarter were $95.4 million, an increase of
36% from $70.0 million last year. Net sales increased because of the addition
of four new showrooms, from the integration of new showroom locations from
acquired companies, from further penetration of existing customers, and from
an expanded product offering of more than 10,000 stock keeping units ("SKUs")
in the 1998 master catalog issued September 1, 1997. Excluding the
acquisitions, net sales increased approximately 24%.
GROSS PROFIT
- ------------
Gross profit for the September 1997 quarter was $32.2 million, an increase of
47% from $21.9 million in the prior year. Gross profit margin for the
September 1997 quarter was 33.8% compared to 31.3% in the prior year. The
gross profit margin improved due to a more favorable product mix as well as
improved contract pricing on new Full Service Supply programs.
OPERATING EXPENSES
- ------------------
Operating expenses for the September 1997 quarter were $22.1 million, an
increase of 43% from $15.4 million in the prior year. Operating expenses as a
percentage of net sales were 23.1% in the September 1997 quarter compared to
22.0% in the prior year. Operating expenses rose primarily as a result of
increased costs from acquisitions, higher costs associated with the addition
of four new showroom locations and increased direct mail costs, and new
customer marketing campaigns.
Also included in operating expenses were charges from Kennametal Inc.
("Kennametal") for warehousing, administrative, financial and management
information systems services provided to the Company. Charges from Kennametal
were $1.9 million in the September 1997 quarter, an increase of 23% from
$1.6 million in the prior year. The increase in total charges from Kennametal
resulted partly from increased costs to support higher sales volumes.
INTEREST INCOME
- ---------------
The Company earned interest income of approximately $1.0 million during
September 1997 quarter. This was primarily from investments made from excess
cash and from the residual proceeds the Company received from its initial
public offering ("IPO").
INCOME TAXES AND NET INCOME
- ---------------------------
The effective tax rate was 39.4% for the September 1997 quarter compared to
39.3% in the prior year. Net income increased 71% to $6.8 million for the
September 1997 quarter as a result of higher sales and an improved gross
margin, offset by higher operating expenses.
LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------
The Company's primary capital needs have been to fund the working capital
requirements necessitated by its sales growth, its showroom expansion program
in the United States, the addition of new products and Full Service Supply
Programs. The Company's primary sources of financing have been cash from
operations and the net proceeds from the IPO. The Company anticipates that
its cash flows from operations, coupled with the net proceeds from the IPO,
will be adequate to support its operations for the foreseeable future.
Net cash provided by operating activities was $8.8 million for the September
1997 quarter. The increase in net cash from operations resulted from higher
net income and from lower working capital requirements.
Net cash used in investing activities was $74.9 million for the September 1997
quarter. The increase in net cash used in investing activities resulted from
a portion of the net proceeds from the IPO being loaned to Kennametal under an
intercompany debt/investment and cash management agreement and from
investments related primarily to capital expenditures for improved information
systems and office and computer equipment to accommodate new product offerings
and showroom openings.
Subsequent to September 30, 1997, the Company announced that it has entered
into an agreement to acquire GRS Industrial Supply Company ("GRS") and Car-Max
Tool & Cutter Sales, Inc. ("Car-Max"). GRS and Car-Max are engaged in the
distribution of metalcutting tools and industrial supplies in the Midwest and
had combined sales approximating $23.9 million in the year ended December 31,
1996. The acquisitions were accounted for using the purchase method of
accounting. The consolidated financial statements will include the operating
results from the date of acquisition. Pro forma results of operations have
not been presented because the effects of these acquisitions were not
significant.
Net cash provided by financing activities was $54.6 million for the September
1997 quarter. The increase in net cash provided by financing activities was a
result of proceeds received from the issuance of common stock in connection
with the Company's IPO. This was partially offset by repayments to Kennametal
for amounts previously advanced to the Company for two acquisitions in the
June 1997 quarter and by the repayment of short-term borrowings that were made
under the Company's line of credit primarily to fund the $20 million dividend
paid to Kennametal.
On July 2, 1997, the Company consummated its IPO of approximately 4.9 million
shares of common stock at a price of $20 per share. The net proceeds from the
IPO were approximately $90 million and represented approximately 20% of the
Company's outstanding common stock. The net proceeds were used by the Company
to repay $20 million of short-term debt related to the dividend paid to
Kennametal and to repay $20 million to Kennametal for the recent acquisitions
and income taxes paid for on behalf of the Company.
The remaining proceeds will be used to acquire or construct a new $15-20
million Midwest distribution center, to provide working capital for new
showrooms and Full Service Supply Programs and to fund acquisitions. In
connection with the IPO, the remaining net proceeds were loaned to Kennametal
under an intercompany debt/investment and cash management agreement at a
fluctuating rate of interest equal to Kennametal's short-term borrowing costs.
Kennametal will maintain unused lines of credit to enable it to repay any
portion or all of such loans on demand by the Company.
Additionally, during the September 1997 quarter, the Company finalized its
plan of disengagement from those sites that are not being continued under the
General Electric Full Service Supply contract ("GE Contract"). In fiscal
1998, Full Service Supply sales will experience a gradual reduction as a
result of this event. In fiscal 1998, in conjunction with such disengagement,
the Company expects sales to General Electric to amount to approximately 30%
of the total amount received by the Company in fiscal 1997 under the GE
Contract which amounted to $54.7 million.
FINANCIAL CONDITION
- -------------------
The Company's financial condition continues to remain strong. Total assets
were $235 million at September 30, 1997, up 42% from $165 million at
June 30, 1997. Net working capital was $158 million, up from $61 million at
June 30, 1997. Additionally, the Company had no outstanding debt at
September 30, 1997.
The most significant event that impacted the Company's financial condition
during the quarter was the Company's IPO of approximately 4.9 million shares
of common stock at $20 per share. The net proceeds received from the offering
were approximately $90 million. A portion of the net proceeds were used to
repay short-term debt and advances from Kennametal, and the remaining net
proceeds were loaned to Kennametal.
OUTLOOK
- -------
In looking to the second quarter ending December 31, 1997, management expects
JLK's sales to increase over the second quarter of a year ago. Sales should
benefit from expansion of locations, increased mail order sales as a result of
the expanded product offering in the new master catalog, and from acquisitions
offset in part by the termination of the GE Contract.
This Form 10-Q contains "forward-looking statements" as defined in Section 21E
of the Securities Exchange Act of 1934. Actual results can materially differ
from those in the forward-looking statements to the extent that the
anticipated economic conditions in the United States and Europe are not
sustained. The Company undertakes no obligation to publicly release any
revisions to forward-looking statements to reflect events or circumstances
occurring after the date hereof.
PART II. OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
- --------------------------------------------------
The information set forth in Note 2 to the condensed consolidated financial
statements, contained in Part I. of this Form 10-Q, and the information set
forth in Part I, Item 2 of this Form 10-Q, is incorporated by reference herein
and supplements the information previously reported in Part II, Item 5 of the
Company's Form 10-K for the year ended June 30, 1997, which is also
incorporated by reference herein.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
- -----------------------------------------
(a) Exhibits
(27) Financial Data Schedule for three months ended
September 30, 1997, submitted to the Securities and
Exchange Commission in electronic format, filed herewith
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the quarter ended
September 30, 1997.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
JLK DIRECT DISTRIBUTION INC.
Date: November 14, 1997 By: /s/ MICHAEL J. MUSSOG
-----------------------
Michael J. Mussog
Vice President and
Chief Financial Officer