UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 1995 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ___________________ to ___________________ Commission File number 1-4982 PARKER-HANNIFIN CORPORATION (Exact name of registrant as specified in its charter) OHIO 34-0451060 (State or other (IRS Employer jurisdiction of Identification No.) incorporation) 17325 Euclid Avenue, Cleveland, Ohio 44112 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (216) 531-3000 Indicate by check mark whether 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, and (2) has been subject to such filing requirements for the past 90 days. Yes X . No . Number of Common Shares outstanding at September 30, 1995 74,152,078 PARKER-HANNIFIN CORPORATION INDEX Page Nos. PART I - FINANCIAL INFORMATION Item 1. Financial Statements Consolidated Statement of Income - Three Months Ended September 30, 1995 and 1994 3 Consolidated Balance Sheet - September 30, 1995 and June 30, 1995 4 Consolidated Statement of Cash Flows - Three Months Ended September 30, 1995 and 1994 5 Business Segment Information by Industry - Three Months Ended September 30, 1995 and 1994 6 Notes to Consolidated Financial Statements 7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 8-9 PART II - OTHER INFORMATION Item 4. Submission of Matters to a 10 Vote of Security Holders Item 6. Exhibits and Reports on Form 8-K 11 EXHIBIT 11* - Computation of Earnings per Common Share 13 EXHIBIT 27* - Financial Data Schedule 14 *Numbered in accordance with Item 601 of Regulation S-K. - 2 - PART I - FINANCIAL INFORMATION
PARKER-HANNIFIN CORPORATION CONSOLIDATED STATEMENT OF INCOME (Dollars in thousands, except per share amounts) (Unaudited) Three Months Ended September 30, 1995 1994 Net sales $ 839,054 $ 712,457 Cost of sales 645,609 550,527 ___________ ___________ Gross profit 193,445 161,930 Selling, general and administrative expenses 97,719 81,535 ___________ ___________ Income from operations 95,726 80,395 Other income (deductions): Interest expense (7,988) (7,224) Interest and other income, net 3,333 188 ___________ ___________ (4,655) (7,036) ___________ ___________ Income before income taxes 91,071 73,359 Income taxes 33,696 29,710 ___________ ___________ Net income $ 57,375 $ 43,649 =========== =========== Earnings per share (A) $ .77 $ .59 Cash dividends per common share (A) $ .180 $ .167 (A) Fiscal 1995 per share amounts have been adjusted for the 3-shares-for-2 common stock split paid June 2, 1995. See accompanying notes to consolidated financial statements.
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PARKER-HANNIFIN CORPORATION CONSOLIDATED BALANCE SHEET (Dollars in thousands) September 30, June 30, 1995 1995 (Unaudited) ASSETS Current assets: Cash and cash equivalents $ 47,046 $ 63,830 Accounts receivable, net 473,904 484,962 Inventories: Finished products 319,165 314,180 Work in process 219,274 201,386 Raw materials 111,088 110,340 ___________ ___________ 649,527 625,906 Prepaid expenses 13,795 14,994 Deferred income taxes 65,685 56,690 ___________ _________ Total current assets 1,249,957 1,246,382 Plant and equipment 1,836,881 1,812,667 Less accumulated depreciation 1,014,507 996,896 ___________ ___________ 822,374 815,771 Other assets 244,730 240,056 ___________ ___________ Total assets $ 2,317,061 $ 2,302,209 =========== =========== LIABILITIES Current liabilities: Notes payable $ 108,852 $ 97,372 Accounts payable, trade 194,649 227,482 Accrued liabilities 260,951 280,891 Accrued domestic and foreign taxes 75,116 46,876 ___________ ___________ Total current liabilities 639,568 652,621 Long-term debt 236,784 237,157 Pensions and other postretirement benefits 179,146 188,292 Deferred income taxes 20,101 23,512 Other liabilities 7,914 9,113 ___________ ___________ Total liabilities 1,083,513 1,110,695 SHAREHOLDERS' EQUITY Serial preferred stock, $.50 par value; authorized 3,000,000 shares; none issued -- -- Common stock, $.50 per value; authorized 150,000,000 shares; issued 74,152,078 shares at September 30 and 74,002,402 shares at June 30 37,076 37,001 Additional capital 160,146 158,454 Retained earnings 1,018,532 974,486 Deferred compensation related to guarantee of ESOP debt (13,468) (13,468) Currency translation adjustment 31,262 35,041 ___________ ___________ Total shareholders' equity 1,233,548 1,191,514 Total liabilities and shareholders' equity $ 2,317,061 $ 2,302,209 =========== =========== See accompanying notes to consolidated financial statements.
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PARKER-HANNIFIN CORPORATION CONSOLIDATED STATEMENT OF CASH FLOWS (Dollars in thousands) (Unaudited) Three Months Ended September 30, 1995 1994 CASH FLOWS FROM OPERATING ACTIVITIES Net income $ 57,375 $ 43,649 Adjustments to reconcile net income to net cash provided by operations: Depreciation 31,979 27,621 Amortization 2,722 1,806 Deferred income taxes (5,922) 1,225 Foreign currency translation loss (291) (847) Loss on sale of plant and equipment (589) 79 Changes in assets and liabilities: Accounts receivable 9,195 (14,423) Inventories (21,553) (4,282) Prepaid expenses 1,071 1,824 Other assets (3,330) (2,903) Accounts payable, trade (32,827) (22,793) Accrued payrolls and other compensation (19,741) (9,544) Accrued domestic and foreign taxes 28,409 17,655 Other accrued liabilities 4,503 (3,851) Pensions and other postretirement benefits (7,738) 3,964 Other liabilities (1,102) (1,229) _________ _________ Net cash provided by operating activities 42,161 37,951 CASH FLOWS FROM INVESTING ACTIVITIES Acquisitions (excluding cash of $68 in 1995 and $4,825 in 1994) (11,780) (72,192) Capital expenditures (44,683) (27,565) Proceeds from sale of plant and equipment 4,323 1,640 Other (5,670) 4,691 _________ _________ Net cash used in investing activities (57,810) (93,426) CASH FLOWS FROM FINANCING ACTIVITIES (Payments) proceeds from common share activity (144) 728 Proceeds from notes payable, net 13,640 23,735 Proceeds from long-term borrowings 214 10,044 Payments of long-term borrowings (1,355) (15,151) Dividends (13,329) (12,244) _________ _________ Net cash (used in) provided by financing activities (974) 7,112 Effect of exchange rate changes on cash (161) 678 _________ _________ Net decrease in cash and cash equivalents (16,784) (47,685) Cash and cash equivalents at beginning of year 63,830 81,590 _________ _________ Cash and cash equivalents at end of period $ 47,046 $ 33,905 ========= ========= See accompanying notes to consolidated financial statements.
- 5 - PARKER-HANNIFIN CORPORATION BUSINESS SEGMENT INFORMATION BY INDUSTRY (Dollars in thousands) (Unaudited) Parker operates in two industry segments: Industrial and Aerospace. The Industrial Segment is the largest and includes the International operations. Industrial - This segment produces a broad range of motion-control and fluid systems and components used in all kinds of manufacturing, packaging, processing, transportation, mobile construction, and agricultural and military machinery and equipment. Sales are direct to major original equipment manufacturers (OEMs) and through a broad distribution network to smaller OEMs and the aftermarket. Aerospace - This segment designs and manufactures products and provides aftermarket support for commercial, military and general-aviation aircraft, missile and spacecraft markets. The Aerospace Segment provides a full range of systems and components for hydraulic, pneumatic, cryogenic and fuel applications.
Results by Business Segment: Three Months Ended September 30, 1995 1994 Net sales, including intersegment sales Industrial: North America $ 474,073 $ 411,021 International 229,763 170,151 Aerospace 135,331 131,381 Intersegment sales (113) (96) __________ ___________ Total $ 839,054 $ 712,457 ========== =========== Income from operations before corporate general and administrative expenses Industrial: North America $ 66,562 $ 61,273 International 22,184 12,920 Aerospace 18,379 15,932 __________ __________ Total 107,125 90,125 Corporate general and administrative expenses 11,399 9,730 __________ __________ Income from operations $ 95,726 $ 80,395 ========== ========== See accompanying notes to consolidated financial statements.
- 6 - PARKER-HANNIFIN CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Dollars in thousands, except per share amounts _______________________ 1. Management Representation In the opinion of the Company, the accompanying unaudited consolidated financial statements contain all adjustments (consisting of only normal recurring accruals) necessary to present fairly the financial position as of September 30, 1995, the results of operations for the three months ended September 30, 1995 and 1994 and cash flows for the three months then ended. 2. Earnings per share Fiscal 1995 per share amounts have been adjusted for the 3-shares-for-2 common stock split paid June 2, 1995. Primary earnings per share are computed using the weighted average number of shares of common stock and common stock equivalents outstanding during the period. Fully diluted earnings per share are not presented because such dilution is not material. 3. Acquisitions On July 31, 1995 the Company purchased the General Valve Corp. of Fairfield, New Jersey, a leading producer of miniature solenoid valves for high-technology applications for approximately 152,000 shares of common stock. Also on August 4, 1995 the Company purchased inventory and machinery from Teledyne Fluid Systems consisting of the Republic Valve product line, the Sprague double-diaphragm pump line and the Sprague airborne accumulator product line for approximately $5.2 million in cash. Sales by these operations for their most recent fiscal year prior to acquisition approximated $16.8 million. These acquisitions were accounted for by the purchase method. - 7 - PARKER-HANNIFIN CORPORATION FORM 10-Q MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1995 AND COMPARABLE PERIOD ENDED SEPTEMBER 30, 1994 CONSOLIDATED STATEMENT OF INCOME Net sales for the first quarter of fiscal 1996 increased 17.8 percent to $839.1 million from $712.5 million for the first quarter of fiscal 1995. Without the effect of acquisitions made within the past twelve months the increase would have been 10.3 percent. International Industrial business continued to grow substantially while the growth within North American Industrial markets began to ease somewhat. Income from operations increased 19.1 percent to $95.7 million and as a percent of sales increased to 11.4 percent from 11.3 percent compared to the prior-year quarter. Cost of sales, as a percent of sales, decreased to 76.9 percent from 77.3 percent as a result of the continuing benefits from prior years' restructuring activities and the positive effects of higher production levels in relation to fixed costs. Selling, general and administrative expenses, as a percent of sales, increased slightly to 11.6 percent from 11.4 percent as a result of increased sales and marketing efforts primarily within International markets. The effective income tax rate for the first quarter of fiscal 1996 was 37.0 percent compared to a rate of 40.5 percent for the first quarter of fiscal 1995. The lower rate in fiscal 1996 is due to the continuing benefit realized from the use of net operating loss carry-forwards and a change in the anticipated geographic mix of earnings. Net Income increased 31.4 percent to $57.4 million compared to the prior year, and increased to 6.8 percent of sales compared to 6.1 percent for the prior- year quarter. Backlog increased to $1,029.9 million at September 30, 1995 compared to $869.9 million the prior year, and $1,025.7 million at June 30, 1995. The Aerospace Segment has experienced a steady increase in backlog while the Industrial Segment increased throughout fiscal 1995 but experienced a slight decrease in the first quarter of fiscal 1996. RESULTS BY BUSINESS SEGMENT INDUSTRIAL - Net sales of the Industrial Segment increased 21.1 percent to $703.8 million compared to $581.2 million the prior year. Industrial North America sales increased 15.3 percent while Industrial International sales increased 35.0 percent. Without the effect of acquisitions, North America sales would have increased 8.6 percent and International sales would have increased 19.3 percent. Without the effects of currency rate changes International sales would have increased 27.4 percent. The increased sales are the result of continuing growth in the industrial, farm and construction equipment markets as well as gains made in market share. Some Industrial North America markets are beginning to slow, while International markets continue to grow. Industrial North America volume is expected to modestly exceed prior year volume (excluding the effect of acquisitions) while Industrial International volume is expected to continue to grow. Operating income for the Industrial Segment increased 19.6 percent to $88.7 million. Industrial North America increased 8.6 percent while Industrial International increased 71.7 percent. North America operating income, as a percent of sales, decreased to 14.0 percent from 14.9 percent primarily due to accruals recorded in the current period for incentive compensation that had not been anticipated, and therefore not recorded, during the first quarter of fiscal 1995. International operating income, as a percent of sales, improved to 9.7 percent from 7.6 percent as a result of acquisitions, increased volume and benefits achieved from previous restructuring efforts. - 8 - Industrial Segment backlog increased 24.6 percent compared to a year ago, but decreased 2.7 percent since June 30, 1995. The decrease since June occurred within North America, while International backlog remained steady. AEROSPACE - Net sales of the Aerospace Segment were up 3.0 percent for the quarter as a result of higher volume in commercial spares and the MRO business. These increases were partially offset by continuing declines in the military business. Income from operations increased 15.4 percent and Income from operations as a percent of sales increased to 13.6 percent from 12.1 percent. This margin improvement is due to the product mix moving increasingly toward the commercial product lines and increased repair and overhaul activity, in addition to the continuing benefits being realized from prior years' restructuring activities. Management expects the Aerospace Segment to continue the trend of increasing volume and higher margins. Backlog for the Aerospace Segment increased 14.4 percent compared to a year ago, and 2.8 percent since June 30, 1995. BALANCE SHEET Working capital increased to $610.4 million at September 30, 1995 from $593.8 million at June 30, 1995, with the ratio of current assets to current liabilities increasing slightly to 2.0 to 1 from 1.9 to 1. An increase of $23.6 million in Inventories and decreases in Accounts payable, trade of $32.8 million and Accrued liabilities of $19.9 million were the primary cause of the increase. Acquisitions contributed $4.9 million of the increase in Inventories, but months supply also increased due to planned replenishments of inventory levels. The decreases in Accounts payable, trade and Accrued liabilities were primarily due to heavy purchases of raw material at year end and liabilities accrued throughout the year which were paid shortly after the year end. These increases in working capital were partially offset by decreases in Cash and cash equivalents of $16.8 million and Accounts receivable, net of $11.1 million and increases in Accrued domestic and foreign taxes of $28.2 million and Notes payable of $11.5 million. Days sales outstanding increased slightly despite the decrease in Accounts receivable. Acquisitions had only a minor effect on the $6.6 million increase in Plant and equipment, net. The increase in Other assets is primarily due to an increase in goodwill from acquisitions. The debt to debt-equity ratio, excluding the effect of the ESOP loan guarantee on both Long-term debt and Shareholders' equity, remained at 21.0 percent at September 30, 1995. STATEMENT OF CASH FLOWS Net cash provided by operating activities was $42.2 million and $38.0 million for the three months ended September 30, 1995 and 1994, respectively. Net income, adjusted for non-cash items included therein, provided $85.3 million net cash in fiscal 1996 compared to $73.5 million in the same three months of fiscal 1995. This additional net cash provided more than offset changes in the principal working capital items - Accounts receivable, Inventories, and Accounts payable, trade - which used net cash of $45.2 million in fiscal 1996 compared to $41.5 million in the same three months of fiscal 1995. Net cash used in investing activities was $57.8 million in fiscal 1996 compared to $93.4 million in fiscal 1995. Fiscal 1996 used $44.7 million for capital expenditures and $11.8 million for acquisitions, compared to $27.6 million cash used for capital expenditures and $72.2 million used for acquisitions in fiscal 1995. Financing activities used net cash of $1.0 million as opposed to providing net cash of $7.1 million for the three months ended September 30, 1995 and 1994, respectively. - 9 - PARKER-HANNIFIN CORPORATION PART II - OTHER INFORMATION Item 4. Submission of Matters to a Vote of Security Holders. (a) The Annual Meeting of the Shareholders of the Registrant was held on October 25, 1995. (b) Not applicable. (c) (i) The Shareholders elected four directors to the three- year class whose term of office will expire in 1998 as follows: Votes For Votes Withheld John G. Breen 66,545,116 325,540 Patrick S. Parker 66,533,911 336,745 Walter Seipp 66,537,550 333,106 Dennis W. Sullivan 66,539,645 331,011 325,540 shares abstained. (ii) The Shareholders approved an amendment to the Corporation's Amended Articles of Incorporation to increase the authorized number of Common Shares from 150,000,000 to 300,000,000 as follows: For 49,815,686 Against 16,608,954 Abstain 446,016 (iii) The Shareholders approved the Corporation's Non-Employee Directors' Stock Plan as follows: For 61,946,332 Against 1,676,056 Abstain 3,248,268 (iv) The Shareholders approved the appointment of Coopers & Lybrand L.L.P. as auditors of the Corporation for the fiscal year ending June 30, 1996 as follows: For 66,283,544 Against 167,325 Abstain 419,787 (d) Not applicable. - 10 - Item 6. Exhibits and Reports on Form 8-K. (a) The following documents are furnished as exhibits and numbered pursuant to Item 601 of Regulation S-K: Exhibit 11 - Statement regarding computation of per share earnings. Exhibit 27 - Financial Data Schedule (b) No reports on Form 8-K have been filed during the quarter for which this Report is filed. SIGNATURE 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. PARKER-HANNIFIN CORPORATION (Registrant) Michael J. Hiemstra Michael J. Hiemstra Vice President - Finance and Administration Date: November 10, 1995 - 11 - EXHIBIT INDEX Sequential Exhibit No. Description of Exhibit Page 11 Computation of Earnings Per Common Share 13 27 Financial Data Schedule 14 - 12 -