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 December 31, 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 December 31, 1995 74,163,385 PARKER-HANNIFIN CORPORATION INDEX Page No. PART I - FINANCIAL INFORMATION Item 1. Financial Statements Consolidated Statement of Income - Three Months and Six Months Ended December 31, 1995 and 1994 3 Consolidated Balance Sheet - December 31, 1995 and June 30, 1995 4 Consolidated Statement of Cash Flows - Six Months Ended December 31, 1995 and 1994 5 Business Segment Information by Industry - Three Months and Six Months Ended December 31, 1995 and 1994 6 Notes to Consolidated Financial Statements 7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 8-10 PART II - OTHER INFORMATION 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 Six Months Ended December 31, December 31, 1995 1994 1995 1994 Net sales $ 824,376 $ 738,231 $ 1,663,430 $ 1,450,688 Cost of sales 641,481 572,862 1,287,090 1,123,389 _________ _________ ___________ ___________ Gross profit 182,895 165,369 376,340 327,299 Selling, general and administrative expenses 101,189 91,168 198,908 172,703 _________ _________ ___________ ___________ Income from operations 81,706 74,201 177,432 154,596 Other income (deductions): Interest expense (7,241) (7,654) (15,229) (14,878) Interest and other income, net 2,355 148 5,688 336 _________ _________ ___________ ___________ (4,886) (7,506) (9,541) (14,542) _________ _________ ___________ ___________ Income before income taxes 76,820 66,695 167,891 140,054 Income taxes 28,424 25,611 62,120 55,321 _________ _________ ___________ ___________ Net income $ 48,396 $ 41,084 $ 105,771 $ 84,733 ========= ========= =========== =========== Earnings per share (A) $ .66 $ .56 $ 1.43 $ 1.15 Cash dividends per common share (A) $ .180 $ .167 $ .360 $ .334 (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) December 31, June 30, 1995 1995 (Unaudited) ASSETS Current assets: Cash and cash equivalents $ 73,777 $ 63,830 Accounts receivable, net 444,635 484,962 Inventories: Finished products 329,787 314,180 Work in process 220,461 201,386 Raw materials 104,774 110,340 ___________ ___________ 655,022 625,906 Prepaid expenses 13,625 14,994 Deferred income taxes 66,885 56,690 ___________ ___________ Total current assets 1,253,944 1,246,382 Plant and equipment 1,871,354 1,812,667 Less accumulated depreciation 1,029,794 996,896 ___________ ___________ 841,560 815,771 Other assets 244,672 240,056 ___________ ___________ Total assets $ 2,340,176 $ 2,302,209 =========== =========== LIABILITIES Current liabilities: Notes payable $ 127,599 $ 97,372 Accounts payable, trade 185,358 227,482 Accrued liabilities 259,922 280,891 Accrued domestic and foreign taxes 49,704 46,876 ___________ ___________ Total current liabilities 622,583 652,621 Long-term debt 234,644 237,157 Pensions and other postretirement benefits 181,337 188,292 Deferred income taxes 18,570 23,512 Other liabilities 9,493 9,113 ___________ ___________ Total liabilities 1,066,627 1,110,695 SHAREHOLDERS' EQUITY Serial preferred stock, $.50 par value; authorized 3,000,000 shares; none issued -- -- Common stock, $.50 par value; authorized 300,000,000 shares; issued 74,163,385 shares at December 31 and 74,002,402 shares at June 30 37,082 37,001 Additional capital 160,385 158,454 Retained earnings 1,053,580 974,486 Deferred compensation related to guarantee of ESOP debt (6,895) (13,468) Currency translation adjustment 29,397 35,041 ___________ ___________ Total shareholders' equity 1,273,549 1,191,514 ___________ ___________ Total liabilities and shareholders' equity $ 2,340,176 $ 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) Six Months Ended December 31, 1995 1994 CASH FLOWS FROM OPERATING ACTIVITIES Net income $ 105,771 $ 84,733 Adjustments to reconcile net income to net cash provided by operations: Depreciation 63,969 55,516 Amortization 4,731 3,982 Deferred income taxes (8,615) (2,848) Foreign currency transaction loss 751 83 (Gain) loss on sale of plant and equipment (33) 511 Changes in assets and liabilities: Accounts receivable 37,897 9,614 Inventories (28,384) (31,724) Prepaid expenses 1,094 2,806 Other assets (7,292) (6,588) Accounts payable, trade (41,819) (23,050) Accrued payrolls and other compensation (20,919) (8,825) Accrued domestic and foreign taxes 2,894 (7,651) Other accrued liabilities 5,706 (6,508) Pensions and other postretirement benefits (5,489) 7,899 Other liabilities 479 (1,553) __________ _________ Net cash provided by operating activities 110,741 76,397 CASH FLOWS FROM INVESTING ACTIVITIES Acquisitions (excluding cash of $68 in 1995 and $5,146 in 1994) (13,030) (105,750) Capital expenditures (100,625) (59,548) Proceeds from sale of plant and equipment 7,649 8,937 Other (3,468) 3,574 __________ _________ Net cash used in investing activities (109,474) (152,787) CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from common share activity 28 6,998 Proceeds from notes payable, net 39,766 63,275 Proceeds from long-term borrowings 1,016 18,887 Payments of long-term borrowings (5,011) (26,721) Dividends (26,677) (24,560) __________ _________ Net cash provided by financing activities 9,122 37,879 Effect of exchange rate changes on cash (442) 474 __________ _________ Net increase (decrease) in cash and cash equivalents 9,947 (38,037) Cash and cash equivalents at beginning of year 63,830 81,590 __________ _________ Cash and cash equivalents at end of period $ 73,777 $ 43,553 ========== ========= 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 and fuel applications.
Results by Business Segment: Three Months Ended Six Months Ended December 31, December 31, 1995 1994 1995 1994 Net sales, including intersegment sales Industrial: North America $ 462,576 $ 422,225 $ 936,649 $ 840,059 International 227,405 190,689 457,168 360,840 Aerospace 134,563 125,532 269,894 250,100 Intersegment sales (168) (215) (281) (311) _________ _________ ___________ ___________ Total $ 824,376 $ 738,231 $ 1,663,430 $ 1,450,688 ========= ========= =========== =========== Income from operations before corporate general and administrative expenses Industrial: North America $ 59,848 $ 56,038 $ 126,410 $ 117,706 International 16,549 15,209 38,733 28,129 Aerospace 17,073 13,354 35,452 28,891 _________ _________ ___________ ___________ Total 93,470 84,601 200,595 174,726 Corporate general and administrative expenses 11,764 10,400 23,163 20,130 _________ _________ ___________ ___________ Income from operations $ 81,706 $ 74,201 $ 177,432 $ 154,596 ========= ========= =========== =========== 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 December 31, 1995, the results of operations for the three and six months ended December 31, 1995 and 1994 and cash flows for the six months then ended. 2. Segment Reclassification Fiscal 1995 results have been restated to reclassify an operating division from the Aerospace Segment to the Industrial Segment (North America) to be consistent with fiscal 1996 reporting. Existing business practices, distribution methods and internal organization more properly align this operating division with the Industrial Segment. The effect on both Segments is immaterial. 3. 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. 4. Acquisitions The Company has signed an agreement with Power Control Technologies, Inc. to purchase the aerospace assets of the Abex / NWL Division of Pneumo Abex Corporation for approximately $193 million cash. Abex / NWL, headquartered in Kalamazoo, Michigan, is a major international producer of aerospace hydraulic actuation equipment, engine thrust-reverser actuators, hydraulic pumps, electrohydraulic servovalves, hydraulic systems, and electro- mechanical actuation equipment with annual sales of approximately $200 million. The transaction is expected to be completed in March or April after shareholder approval and governmental review. The Company also announced that it has signed a letter of intent to acquire VOAC Hydraulics of Boras, Sweden, a world leader in the manufacturing of mobile hydraulic equipment with calendar 1995 annual sales of approximately $166 million. The transaction should be completed during the third quarter. 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 AND SIX MONTHS ENDED DECEMBER 31, 1995 AND COMPARABLE PERIODS ENDED DECEMBER 31, 1994 CONSOLIDATED STATEMENT OF INCOME Net sales increased 11.7 percent for the second quarter and 14.7 percent for the six-month period ended December 31, 1995. Without the effect of acquisitions the increases would have been 7.3 percent and 8.8 percent, respectively. These increases, although less than were experienced during fiscal 1995, are the result of market-share gains as well as the worldwide growth of the industrial markets. Income from operations was $81.7 million for the current second quarter and $177.4 million for the current six months, an increase of 10.1 percent for the quarter and 14.8 percent for the six months. As a percent of sales, Income from operations decreased to 9.9 percent from 10.1 percent for the quarter and remained at 10.7 percent for the six months. Cost of sales as a percent of sales increased to 77.8 percent from 77.6 percent for the quarter and remained at 77.4 percent for the six-month period. The decline in gross profit for the quarter is primarily due to the mix of products sold. Selling, general and administrative expenses, as a percent of sales, remained fairly steady for both the three and six month periods. The effective income tax rate for the current quarter and first half was 37.0 percent compared to rates of 38.4 percent and 39.5 percent, respectively for 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 geographic mix of earnings. Net income increased 17.8 percent for the quarter and 24.8 percent for the half, as compared to the prior year. As a percent of sales, Net income increased to 5.9 percent from 5.6 percent for the quarter and to 6.4 percent from 5.8 percent for the six months. Backlog increased to $1,023.8 million at December 31, 1995 as compared to $950.2 million the prior year, but was down slightly from $1,025.7 million at June 30, 1995. The increase in backlog over the prior year was partially due to acquisitions, but was primarily due to increased volume for both the Industrial and Aerospace Segments. BUSINESS SEGMENT INFORMATION BY INDUSTRY INDUSTRIAL - The Industrial Segment operations achieved the following Net sales increases in the current year when compared to the equivalent prior-year period: Period ending December 31, Three Months Six Months Industrial North America 9.6 % 11.5 % Industrial International 19.3 % 26.7 % Total Industrial 12.6 % 16.1 % - 8 -