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, 2004
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 jurisdiction of incorporation or organization) |
(IRS Employer Identification No.) | |
| 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 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 by check mark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes x No ¨
Number of Common Shares outstanding at September 30, 2004 119,474,143
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
PARKER-HANNIFIN CORPORATION
CONSOLIDATED STATEMENT OF INCOME
(Dollars in thousands, except per share amounts)
(Unaudited)
| Three Months Ended September 30, | ||||||
| 2004 |
2003 | |||||
| Net sales |
$ | 1,947,192 | $ | 1,586,918 | ||
| Cost of sales |
1,528,278 | 1,298,776 | ||||
| Gross profit |
418,914 | 288,142 | ||||
| Selling, general and administrative expenses |
203,298 | 180,204 | ||||
| Interest expense |
16,245 | 21,780 | ||||
| Other expense, net |
10,692 | 1,545 | ||||
| Income before income taxes |
188,679 | 84,613 | ||||
| Income taxes |
55,896 | 27,922 | ||||
| Net income |
$ | 132,783 | $ | 56,691 | ||
| Earnings per share - basic |
$ | 1.12 | $ | .48 | ||
| Earnings per share - diluted |
$ | 1.11 | $ | .48 | ||
| Cash dividends per common share |
$ | .19 | $ | .19 | ||
See accompanying notes to consolidated financial statements.
- 2 -
PARKER-HANNIFIN CORPORATION
CONSOLIDATED BALANCE SHEET
(Dollars in thousands)
(Unaudited)
| September 30, 2004 |
June 30, 2004 |
|||||||
| ASSETS |
||||||||
| Current assets: |
||||||||
| Cash and cash equivalents |
$ | 290,717 | $ | 183,847 | ||||
| Accounts receivable, net |
1,185,357 | 1,201,343 | ||||||
| Inventories: |
||||||||
| Finished products |
464,950 | 448,081 | ||||||
| Work in process |
438,501 | 415,749 | ||||||
| Raw materials |
141,132 | 127,548 | ||||||
| 1,044,583 | 991,378 | |||||||
| Prepaid expenses |
39,272 | 45,814 | ||||||
| Deferred income taxes |
116,991 | 114,551 | ||||||
| Total current assets |
2,676,920 | 2,536,933 | ||||||
| Plant and equipment |
3,669,532 | 3,625,072 | ||||||
| Less accumulated depreciation |
2,093,667 | 2,033,219 | ||||||
| 1,575,865 | 1,591,853 | |||||||
| Goodwill |
1,206,685 | 1,198,411 | ||||||
| Intangible assets, net |
102,582 | 102,097 | ||||||
| Other assets |
777,758 | 827,610 | ||||||
| Total assets |
$ | 6,339,810 | $ | 6,256,904 | ||||
| LIABILITIES |
||||||||
| Current liabilities: |
||||||||
| Notes payable |
$ | 33,033 | $ | 35,198 | ||||
| Accounts payable, trade |
509,171 | 534,561 | ||||||
| Accrued liabilities |
533,113 | 565,436 | ||||||
| Accrued domestic and foreign taxes |
147,724 | 124,546 | ||||||
| Total current liabilities |
1,223,041 | 1,259,741 | ||||||
| Long-term debt |
955,145 | 953,804 | ||||||
| Pensions and other postretirement benefits |
810,468 | 813,635 | ||||||
| Deferred income taxes |
64,401 | 79,028 | ||||||
| Other liabilities |
170,290 | 168,242 | ||||||
| Total liabilities |
3,223,345 | 3,274,450 | ||||||
| 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 119,711,056 shares at September 30 and 119,711,057 shares at June 30 |
59,856 | 59,856 | ||||||
| Additional capital |
452,883 | 451,891 | ||||||
| Retained earnings |
2,951,088 | 2,840,787 | ||||||
| Unearned compensation related to guarantee of ESOP debt |
(42,493 | ) | (48,868 | ) | ||||
| Deferred compensation related to stock options |
2,347 | 2,347 | ||||||
| Accumulated other comprehensive (loss) |
(294,278 | ) | (311,710 | ) | ||||
| 3,129,403 | 2,994,303 | |||||||
| Less treasury shares, at cost: |
||||||||
| 236,913 shares at September 30 and 227,067 shares at June 30 |
(12,938 | ) | (11,849 | ) | ||||
| Total shareholders’ equity |
3,116,465 | 2,982,454 | ||||||
| Total liabilities and shareholders’ equity |
$ | 6,339,810 | $ | 6,256,904 | ||||
See accompanying notes to consolidated financial statements.
- 3 -
PARKER-HANNIFIN CORPORATION
CONSOLIDATED STATEMENT OF CASH FLOWS
(Dollars in thousands)
(Unaudited)
| Three Months Ended September 30, |
||||||||
| 2004 |
2003 |
|||||||
| CASH FLOWS FROM OPERATING ACTIVITIES |
||||||||
| Net income |
$ | 132,783 | $ | 56,691 | ||||
| Adjustments to reconcile net income to net cash provided by operations: |
||||||||
| Depreciation |
61,566 | 60,916 | ||||||
| Amortization |
2,572 | 2,463 | ||||||
| Deferred income taxes |
(12,217 | ) | (6,285 | ) | ||||
| Foreign currency transaction loss (gain) |
7,982 | (216 | ) | |||||
| Loss on sale of plant and equipment |
522 | 1,010 | ||||||
| Changes in assets and liabilities: |
||||||||
| Accounts receivable |
26,190 | 39,016 | ||||||
| Inventories |
(43,918 | ) | 10,511 | |||||
| Prepaid expenses |
7,036 | 12,990 | ||||||
| Other assets |
34,986 | (6,067 | ) | |||||
| Accounts payable, trade |
(29,134 | ) | (23,058 | ) | ||||
| Accrued payrolls and other compensation |
(49,411 | ) | (35,169 | ) | ||||
| Accrued domestic and foreign taxes |
21,397 | 16,170 | ||||||
| Other accrued liabilities |
9,360 | 4,965 | ||||||
| Pensions and other postretirement benefits |
(4,497 | ) | 734 | |||||
| Other liabilities |
(5,375 | ) | 9,361 | |||||
| Net cash provided by operating activities |
159,842 | 144,032 | ||||||
| CASH FLOWS FROM INVESTING ACTIVITIES |
||||||||
| Acquisitions |
(2,100 | ) | — | |||||
| Capital expenditures |
(40,143 | ) | (36,799 | ) | ||||
| Proceeds from sale of plant and equipment |
7,169 | 4,148 | ||||||
| Other |
7,466 | 1,074 | ||||||
| Net cash (used in) investing activities |
(27,608 | ) | (31,577 | ) | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES |
||||||||
| Net (payments for) proceeds from common share activity |
(96 | ) | 13,668 | |||||
| Payments of notes payable, net |
(3,076 | ) | (4,627 | ) | ||||
| Proceeds from long-term borrowings |
20 | 167 | ||||||
| Payments of long-term borrowings |
(447 | ) | (141,187 | ) | ||||
| Dividends |
(22,483 | ) | (22,131 | ) | ||||
| Net cash (used in) financing activities |
(26,082 | ) | (154,110 | ) | ||||
| Effect of exchange rate changes on cash |
718 | 1,214 | ||||||
| Net increase (decrease) in cash and cash equivalents |
106,870 | (40,441 | ) | |||||
| Cash and cash equivalents at beginning of year |
183,847 | 245,850 | ||||||
| Cash and cash equivalents at end of period |
$ | 290,717 | $ | 205,409 | ||||
See accompanying notes to consolidated financial statements.
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PARKER-HANNIFIN CORPORATION
BUSINESS SEGMENT INFORMATION BY INDUSTRY
(Dollars in thousands)
(Unaudited)
The Company operates in two principal business 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, agricultural and military machinery and equipment. Sales are made directly 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, and also performs a vital role in naval vessels and land-based weapon systems. The Aerospace Segment provides a full range of systems and components for hydraulic, fuel and pneumatic applications.
The Company also reports a Climate & Industrial Controls Segment and an Other Segment. The Climate & Industrial Controls Segment manufactures motion-control systems and components for use primarily in the refrigeration and air conditioning and transportion industries. The Other Segment consists of a business unit which designs and manufactures custom-engineered buildings and a business unit which develops and manufactures chemical car care products and maintenance equipment.
Certain prior period amounts have been reclassified to conform to the current year presentation.
Business Segment Results by Industry
| Three Months Ended September 30, | ||||||
| 2004 |
2003 | |||||
| Net sales |
||||||
| Industrial: |
||||||
| North America |
$ | 832,338 | $ | 667,777 | ||
| International |
548,973 | 421,824 | ||||
| Aerospace |
331,134 | 284,631 | ||||
| Climate & Industrial Controls |
165,470 | 155,950 | ||||
| Other |
69,277 | 56,736 | ||||
| Total |
$ | 1,947,192 | $ | 1,586,918 | ||
| Segment operating income |
||||||
| Industrial: |
||||||
| North America |
$ | 119,809 | $ | 43,045 | ||
| International |
66,473 | 31,332 | ||||
| Aerospace |
51,294 | 37,485 | ||||
| Climate & Industrial Controls |
15,817 | 17,514 | ||||
| Other |
9,984 | 5,733 | ||||
| Total segment operating income |
263,377 | 135,109 | ||||
| Corporate general and administrative expenses |
25,403 | 22,962 | ||||
| Income before interest expense and other |
237,974 | 112,147 | ||||
| Interest expense |
16,245 | 21,780 | ||||
| Other expense |
33,050 | 5,754 | ||||
| Income before income taxes |
$ | 188,679 | $ | 84,613 | ||
- 5 -
PARKER-HANNIFIN CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Dollars in thousands, except per share amounts
| 1. | Management representation |
In the opinion of the management 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, 2004, the results of operations for the three months ended September 30, 2004 and 2003 and cash flows for the three months then ended. These financial statements should be read in conjunction with the consolidated financial statements and related notes included in the Company’s 2004 Annual Report on Form 10-K. Interim period results are not necessarily indicative of the results to be expected for the full fiscal year.
| 2. | Adoption of new accounting pronouncements |
Effective July 1, 2004 the Company adopted the provisions of FASB Staff Position No. FAS 106-2, “Accounting and Disclosure Requirements Related to the Medicare Prescription Drug, Improvement and Modernization Act of 2003.” The implementation of this accounting pronouncement did not have a material effect on the Company’s results of operations, financial position or cash flows.
| 3. | Stock Incentive Plans |
The Company uses the intrinsic-value based method to account for stock options and makes no charges against earnings with respect to options granted. The following table illustrates the effect on net income and earnings per share as if the fair value based method had been applied to all outstanding and unvested awards in each period.
| Three Months Ended September 30, | ||||||
| 2004 |
2003 | |||||
| Net income, as reported |
$ | 132,783 | $ | 56,691 | ||
| Add: Stock-based employee compensation expense included in reported net income, net of tax |
2,854 | 1,141 | ||||
| Deduct: Total stock-based employee compensation expense determined under fair value method, net of tax |
7,444 | 5,767 | ||||
| Pro forma net income |
$ | 128,193 | $ | 52,065 | ||
| Earnings per share: |
||||||
| Basic – as reported |
$ | 1.12 | $ | .48 | ||
| Basic – pro forma |
$ | 1.08 | $ | .44 | ||
| Diluted – as reported |
$ | 1.11 | $ | .48 | ||
| Diluted – pro forma |
$ | 1.07 | $ | |||