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, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______________ to ________________
Commission File number 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)
6035 Parkland Blvd., Cleveland, Ohio 44124-4141
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (216) 896-3000
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, 1998 108,921,002
PART I - FINANCIAL INFORMATION
PARKER-HANNIFIN CORPORATION
CONSOLIDATED STATEMENT OF INCOME
(Dollars in thousands, except per share amounts)
(Unaudited)
Three Months Ended
September 30,
_________________________
1998 1997
___________ ___________
Net sales $ 1,218,724 $ 1,083,169
Cost of sales 947,307 827,139
___________ ___________
Gross profit 271,417 256,030
Selling, general and
administrative expenses 134,158 125,275
___________ ___________
Income from operations 137,259 130,755
Other income (deductions):
Interest expense (16,075) (10,437)
Interest and other income, net (73) 1,017
___________ ___________
(16,148) (9,420)
___________ ___________
Income before income taxes 121,111 121,335
Income taxes 42,994 43,074
___________ ___________
Net income $ 78,117 $ 78,261
=========== ===========
Earnings per share - basic $ .71 $ .70
Earnings per share - diluted $ .71 $ .70
Cash dividends per common share $ .15 $ .15
See accompanying notes to consolidated financial statements.
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PARKER-HANNIFIN CORPORATION
CONSOLIDATED BALANCE SHEET
(Dollars in thousands)
(Unaudited)
September 30, June 30,
1998 1998
___________ ___________
ASSETS
Current assets:
Cash and cash equivalents $ 44,201 $ 30,488
Accounts receivable, net 714,364 699,179
Inventories:
Finished products 483,328 416,034
Work in process 380,559 392,880
Raw materials 146,175 135,357
___________ ___________
1,010,062 944,271
Prepaid expenses 20,583 22,035
Deferred income taxes 86,577 84,102
___________ ___________
Total current assets 1,875,787 1,780,075
Plant and equipment 2,439,894 2,345,109
Less accumulated depreciation 1,262,550 1,209,884
___________ ___________
1,177,344 1,135,225
Other assets 706,939 609,521
___________ ___________
Total assets $ 3,760,070 $ 3,524,821
=========== ===========
LIABILITIES
Current liabilities:
Notes payable $ 355,218 $ 265,485
Accounts payable, trade 285,642 338,249
Accrued liabilities 305,206 350,662
Accrued domestic and foreign taxes 64,753 34,374
___________ ___________
Total current liabilities 1,010,819 988,770
Long-term debt 639,049 512,943
Pensions and other postretirement benefits 277,122 265,675
Deferred income taxes 37,797 29,739
Other liabilities 54,189 44,244
___________ ___________
Total liabilities 2,018,976 1,841,371
SHAREHOLDERS' EQUITY
Serial preferred stock, $.50 par value;
authorized 3,000,000 shares; none issued -- --
Common stock, $.50 par value; authorized
600,000,000 shares; issued 111,812,025
shares at September 30 and 111,812,025
shares at June 30 55,906 55,906
Additional capital 139,528 139,726
Retained earnings 1,693,002 1,631,316
Accumulated other comprehensive income (34,827) (60,026)
___________ ___________
1,853,609 1,766,922
Less treasury shares, at cost:
2,891,023 shares at September 30
and 1,938,762 shares at June 30 (112,515) (83,472)
___________ ___________
Total shareholders' equity 1,741,094 1,683,450
___________ ___________
Total liabilities and shareholders' equity $ 3,760,070 $ 3,524,821
=========== ===========
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,
_____________________
1998 1997
_________ _________
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 78,117 $ 78,261
Adjustments to reconcile net income to net cash
provided by operations:
Depreciation 42,924 39,518
Amortization 6,655 6,110
Deferred income taxes (2,134) (2,611)
Foreign currency transaction (gain) loss (136) 1,108
Loss (gain) on sale of plant and equipment 628 (864)
Changes in assets and liabilities:
Accounts receivable 13,839 (13,458)
Inventories (38,297) (30,074)
Prepaid expenses 5,106 993
Other assets (7,147) (22,844)
Accounts payable, trade (66,285) (16,766)
Accrued payrolls and other compensation (52,315) (18,545)
Accrued domestic and foreign taxes 32,374 33,859
Other accrued liabilities (10,639) 9,065
Pensions and other postretirement benefits 6,886 5,094
Other liabilities 9,628 4,450
_________ _________
Net cash provided by operating activities 19,204 73,296
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisitions (less acquired cash of $2,609 in 1998) (89,466) (143,603)
Capital expenditures (56,668) (60,424)
Proceeds from sale of plant and equipment 931 4,427
Other 4,299 4,384
_________ _________
Net cash used in investing activities (140,904) (195,216)
CASH FLOWS FROM FINANCING ACTIVITIES
Net payments for common share purchases (29,581) (10,337)
Proceeds from notes payable, net 79,383 120,726
Proceeds from long-term borrowings 206,028 2,277
Payments of long-term borrowings (105,443) (2,507)
Dividends (16,429) (16,745)
_________ _________
Net cash provided by financing activities 133,958 93,414
Effect of exchange rate changes on cash 1,455 (1,035)
_________ _________
Net increase (decrease) in cash and cash equivalents 13,713 (29,541)
Cash and cash equivalents at beginning of year 30,488 68,997
_________ _________
Cash and cash equivalents at end of period $ 44,201 $ 39,456
========= =========
See accompanying notes to consolidated financial statements.
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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 a significant portion of
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
September 30,
1998 1997
___________ ___________
Net sales, including intersegment sales
Industrial:
North America $ 626,889 $ 585,499
International 310,370 264,398
Aerospace 281,978 233,554
Intersegment sales (513) (282)
___________ ___________
Total $ 1,218,724 $ 1,083,169
=========== ===========
Income from operations before corporate
general and administrative expenses
Industrial:
North America $ 79,588 $ 89,682
International 25,757 20,151
Aerospace 44,363 36,916
___________ ___________
Total 149,708 146,749
Corporate general and administrative
expenses 12,449 15,994
___________ ___________
Income from operations $ 137,259 $ 130,755
=========== ===========
See accompanying notes to consolidated financial statements.
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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, 1998, the results of operations for the three months
ended September 30, 1998 and 1997 and cash flows for the three months then
ended.
2. Earnings per share
The following table presents a reconciliation of the numerator and
denominator of basic and diluted earnings per share for the three months
ended September 30, 1998 and 1997.
Three Months Ended
September 30,
_________________________
1998 1997
___________ ___________
Numerator:
Net income applicable
to common shares $ 78,117 $ 78,261
Denominator:
Basic - weighted average
common shares 109,366,054 111,603,371
Increase in weighted average
from dilutive effect of
exercise of stock options 761,963 851,962
___________ ___________
Diluted - weighted average
common shares, assuming
exercise of stock options 110,128,017 112,455,333
=========== ===========
Basic earnings per share $ .71 $ .70
Diluted earnings per share $ .71 $ .70
3. Stock repurchase program
The Board of Directors has approved a program to repurchase the Company's
common stock on the open market, at prevailing prices. The repurchase will
primarily be funded from operating cash flows and the shares will
initially be held as treasury stock. During the three-month period ended
September 30, 1998 the Company purchased 960,000 shares of its common
stock at an average price of $30.943 per share.
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4. Comprehensive income
On July 1, 1998, the Company adopted SFAS No. 130, "Reporting
Comprehensive Income". SFAS No. 130 establishes new standards for
reporting comprehensive income and its components. The Company's only
item of other comprehensive income is foreign currency translation
adjustments recorded in shareholders' equity. Comprehensive income for
the three months ended September 30, 1998 and 1997 is as follows:
Three Months Ended
September 30,
____________________
1998 1997
_________ ________
Net income $ 78,117 $ 78,261
Foreign currency
translation adjustments 25,199 (3,855)
_________ ________
Comprehensive income $ 103,316 $ 74,406
========= ========
5. Acquisitions
In July 1998 the Company acquired the stock of B.A.G. Acquisition Ltd.,
the parent company of Veriflo Corporation, located in Richmond,
California and Carson City, Nevada. Veriflo, with calendar year 1997
revenues of $65 million, manufactures high-purity regulators and valves
for precision gas delivery.
In August 1998 the Company acquired Fluid Power Systems of Lincolnshire,
Illinois, a manufacturer of hydraulic valves and electrohydrualic systems
and controls. Fluid Power Systems, with estimated calendar year 1998
revenues of $42 million, serves the construction, aerial reach and
agricultural markets.
Total purchase price for these businesses was approximately $85.2 million
in cash. Both acquisitions are being accounted for by the purchase
method.
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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, 1998
AND COMPARABLE PERIOD ENDED SEPTEMBER 30, 1997
CONSOLIDATED STATEMENT OF INCOME
Net sales for the first quarter of fiscal 1999 increased 12.5 percent to
$1,218.7 million. Prior-year first quarter sales were $1,083.2 million.
Acquisitions within the past twelve months accounted for approximately 43
percent of the current-year increase. Additionally, continuing high volume
in the commercial aviation business also contributed.
Income from operations for the quarter increased 5.0 percent to $137.3
million. However, as a percent of sales, the current-quarter operating income
decreased to 11.3 percent from 12.1 percent the prior year. Cost of sales, as
a percent of sales, increased to 77.7 percent from 76.4 percent. The
declining margins reflect the weakness experienced in several markets,
including semiconductor manufacturing, resulting in underabsorption of fixed
costs and a less favorable product mix. Selling, general and administrative
expenses, as a percent of sales, decreased to 11.0 percent from 11.6 percent
primarily a result of a decrease in Corporate general and administrative
expenses.
Interest expense for the current-year quarter increased $5.6 million due to
higher average debt outstanding for the quarter. Borrowings were used
primarily to fund acquisitions.
Net income for the quarter was $78.1 million compared to $78.3 million in the
prior year and declined to 6.4 percent of sales compared to 7.2 percent the
prior-year quarter.
Backlog increased to $1.70 billion at September 30, 1998 compared to $1.54
billion the prior year and $1.65 billion at June 30, 1998.
RESULTS BY BUSINESS SEGMENT
INDUSTRIAL - Net sales of the Industrial Segment increased 10.3 percent to
$937.3 million compared to $849.9 million the prior year. Industrial North
American sales increased 7.1 percent while Industrial International sales
increased 17.4 percent. Without the effects of acquisitions, North America
sales would have increased 2.5 percent and International sales would have
increased 5.8 percent. Without the effects of currency-rate changes
International sales increased 18.2 percent. Industrial North America
sales were affected by the continuing decline in the semiconductor
manufacturing market. International Industrial sales benefited from improved
economic conditions in Europe while Latin American sales were flat.
Operating income for the Industrial Segment decreased 4.1 percent to $105.3
million. Industrial North America decreased 11.3 percent and Industrial
International increased 27.8 percent. North American operating income, as a
percent of sales, decreased to 12.7 percent from 15.3 percent as margins were
affected by a change in the mix of products sold and lower margin returns
from sales contributed by recent acquisitions. International operating
income, as a percent of sales, increased to 8.3 percent from 7.6 percent
primarily due to the improving industrial economy in Europe.
Industrial Segment backlog increased 14.0 percent compared to a year ago, and
1.9 percent since June 30, 1998. For the remainder of the fiscal year,
business conditions appear favorable for the International operations and are
expected to remain the same as first quarter conditions for the North American
operations.
AEROSPACE - Net sales of the Aerospace Segment were up 20.7 percent for the
quarter. Income from operations increased 20.2 percent and Income from
operations, as a percent of sales, was 15.7 percent
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compared to 15.8 percent prior year. The increase in sales and operating
income were primarily due to the continuing strong upswing of the commercial
aviation business.
Backlog for the Aerospace Segment increased 8.6 percent compared to a year
ago and increased 4.1 percent since June 30, 1998. As backlog for the
commercial aviation business continues to increase, management anticipates
continuing growth for the Aerospace Segment. However, a change to heavier OEM
volume in future product mix could result in slightly lower margins.
Corporate general and administrative expenses decreased to $12.4 million for
fiscal 1999 compared to $16.0 million the prior year. The decrease is
primarily due to the reduced expense associated with incentive compensation
plans as a result of the Company's lower stock price.
BALANCE SHEET
Working capital increased to $865.0 million at September 30, 1998 from $791.3
million at June 30, 1998, with the ratio of current assets to current
liabilities increasing to 1.86 to 1. The increase was primarily due to an
increase in Accounts receivable and Inventories and decreases in Accounts
payable and Accrued liabilities, partially offset by increases in Notes
payable and Accrued domestic and foreign taxes.
Accounts receivable and Inventories increased since June 30, 1998, primarily
as a result of acquisitions within the Industrial segment and volume
increases primarily in Aerospace operations. Days sales outstanding and
months supply increased slightly during the quarter.
Other assets increased $97.4 million since June 30, 1998, primarily due to an
increase in goodwill from acquisitions.
The increase in Accrued domestic and foreign taxes to $64.8 million at
September 30, 1998 from $34.4 million at June 30, 1998 is essentially due to
the timing of the quarterly income tax payments.
Other liabilities increased $9.9 million to $54.2 million at September 30,
1998 primarily due to a reclassification from Accrued liabilities resulting
from participants electing to defer certain incentive compensation benefits.
The debt to debt-equity ratio increased to 36.3 percent at September 30, 1998
compared to 31.6 percent as of June 30, 1998 primarily due to an increase in
Notes payable and Long-term debt.
Due to the weakening of the dollar, foreign currency translation adjustments
resulted in an increase in net assets of $25.2 million during the first
quarter of fiscal 1999. The translation adjustments primarily affected
Accounts Receivable, Inventories and Plant and equipment.
STATEMENT OF CASH FLOWS
Net cash provided by operating activities was $19.2 million in fiscal 1999
compared to $73.3 million for the three months ended September 30, 1997. The
decline in net cash provided was primarily the result of the activity within
the working capital items - Accounts receivable, Inventories, Accounts
payable, Accrued payrolls and Prepaid expenses - which used cash of $138.0
million in fiscal 1999 compared to using cash of $77.9 million in fiscal
1998. In addition, Other accrued liabilities used cash in the current year
compared to providing cash in the prior year and cash was provided by the net
effect of activity in Other assets and Other liabilities, which had used cash
in the prior year.
Net cash used in investing activities declined to $140.9 million for fiscal
1999 compared to $195.2 million for fiscal 1998 primarily due to a reduction
in the amount spent on acquisitions and capital expenditures.
Financing activities provided net cash of $134.0 million in fiscal 1999 as
opposed to $93.4 million for the three months ended September 30, 1997. The
change resulted primarily from debt borrowings providing cash of $180.0
million in fiscal 1999 compared to $120.5 million the prior year, partially
offset by an increase in cash used for common stock repurchases of $19.2
million between fiscal quarters.
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QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
The Company enters into forward exchange contracts and cross-currency swap
agreements to reduce its exposure to fluctuations in related foreign
currencies. These contracts are with major financial institutions and the
risk of loss is considered remote. The Company does not hold or issue
derivative financial instruments for trading purposes. In addition, the
Company's foreign locations, in the ordinary course of business, enter into
financial guarantees through financial institutions which enable customers to
be reimbursed in the event of nonperformance by the Company. The total value
of open contracts and any risk to the Company as a result of these
arrangements is not material to the Company's financial position, liquidity
or results of operations.
YEAR 2000 CONSIDERATONS
The Company has been taking actions to assure that its computerized products
and systems and all external interfaces are Year 2000 compliant. These
actions are part of a formal information technology initiative which the
Company began several years ago. As a result, none of the Company's other
information technology projects have been delayed as a result of the year
2000 issue. The Company expects to have all internal standard application
systems, including all information systems plus any equipment or embedded
systems which may be impacted, compliant by July 1999 by modifying present
systems, installing new systems and monitoring third-party interfaces. The
cost for these actions is not material to the Company's results of
operations. The Company will continue to reassess the need for alternative
actions based on its progress towards being year 2000 compliant by July 1999.
In addition, the Company is currently contacting its key suppliers,
customers, distributors and financial service providers regarding their Year
2000 status and anticipates this survey will be substantially complete by
January 1999. If it is determined any key third party may not be prepared,
the Company will develop a contingency plan.
While management does not expect that the consequences of any failure of the
Company or any key third party to be fully compliant by 2000 would
significantly affect the financial position, liquidity, or results of
operations of the Company, there can be no assurance that any such failure to
be fully compliant by 2000 would not have an adverse impact on the Company.
EURO PREPARATIONS
The Company is in the process of upgrading its systems to accommodate the
Euro currency by January 1, 1999. The cost of this upgrade is immaterial to
the Company's financial results. Although difficult to predict, any
competitive implications and any impact on existing financial instruments are
also expected to be immaterial to the Company's results of operations,
financial position or liquidity.
- 10 -
FORWARD-LOOKING STATEMENTS
This Form 10-Q filing and other written reports and oral statements made from
time to time by the Company may contain "forward-looking statements", all
of which are subject to risks and uncertainties. All statements which
address operating performance, events or developments that we expect or
anticipate will occur in the future, including statements relating to growth,
operating margin performance, earnings per share or statements expressing
general opinions about future operating results, are forward-looking
statements.
These forward-looking statements rely on a number of assumptions concerning
future events, and are subject to a number of uncertainties and other
factors, many of which are outside the Company's control, that could cause
actual results to differ materially from such statements. Such factors
include:
* continuity of business relationships with and purchases by major
customers, including among others, orders and delivery schedules for
aircraft components,
* ability of suppliers to provide materials as needed,
* uncertainties surrounding timing, successful completion or integration of
acquisitions,
* competitive pressure on sales and pricing,
* increases in material and other production costs which cannot be
recovered in product pricing,
* uncertainties surrounding the year 2000 issues and the new Euro currency,
* difficulties in introducing new products and entering new markets, and
* uncertainties surrounding the global economy and global market
conditions, including among others, the economy of the Asia Pacific
region and the potential devaluation of currencies.
Any forward-looking statements are based on known events and circumstances at
the time. The Company undertakes no obligation to update or publicly revise
these forward-looking statements to reflect events or circumstances that
arise after the date of this Filing.
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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 28, 1998.
(b) Not applicable.
(c)(i) The Shareholders elected four directors to the three-year
class whose term of office will expire in 2001, as follows:
Votes For Votes Withheld
_________ ______________
John G. Breen 96,020,788 768,457
Hector R. Ortino 96,116,198 673,047
Patrick S. Parker 96,020,284 768,961
Dennis W. Sullivan 96,083,416 705,829
(ii) The Shareholders elected Klaus-Peter Muller as a director
whose term of office will expire in 2000, as follows:
Votes For 95,275,782
Votes Withheld 1,513,463
(iii) The Shareholders approved the appointment of
PricewaterhouseCoopers LLP as auditors of the Corporation for
the fiscal year ending June 30, 1999, as follows:
For 95,987,399
Against 310,099
Abstain 491,747
(d) Not applicable.
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Item 6. Exhibits and Reports on Form 8-K.
______ _________________________________
(a) The following documents are furnished as exhibits and are
numbered pursuant to Item 601 of Regulation S-K:
Exhibit 27 - Financial Data Schedule
(b) The Registrant filed a report on Form 8-K on July 9, 1998
with respect to the computation of the ratio of earnings to
fixed charges.
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
and Chief Financial Officer
Date: November 2, 1998
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EXHIBIT INDEX
Exhibit No. Description of Exhibit
___________ ______________________
27 Financial Data Schedule
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