-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, MUDOKR6jO/17pmtUAcJyg/UMaHhoeCucCwu3oHoQ1+cVrgYT54p/SZdTyV4pp24Z /DkP9eVHURKofGnuHcmcZg== 0000950144-95-002085.txt : 19950801 0000950144-95-002085.hdr.sgml : 19950801 ACCESSION NUMBER: 0000950144-95-002085 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19950630 FILED AS OF DATE: 19950731 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: GENUINE PARTS CO CENTRAL INDEX KEY: 0000040987 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-MOTOR VEHICLE SUPPLIES & NEW PARTS [5013] IRS NUMBER: 580254510 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-05690 FILM NUMBER: 95557469 BUSINESS ADDRESS: STREET 1: 2999 CIRCLE 75 PARKWAY CITY: ATLANTA STATE: GA ZIP: 30339 BUSINESS PHONE: 4049531700 MAIL ADDRESS: STREET 1: 2999 CIRCLE 75 PARKWAY CITY: ATLANTA STATE: GA ZIP: 30339 10-Q 1 GENUINE PARTS COMPANY FORM 10-Q - 6-30-95 1 ================================================================================ 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 June 30, 1995 Commission File Number 1-5690 ------------- ------ GENUINE PARTS COMPANY --------------------- (Exact name of registrant as specified in its charter) GEORGIA 58-0254510 ------- ---------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 2999 CIRCLE 75 PARKWAY, ATLANTA, GEORGIA 30339 ---------------------------------------- ----- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (404)953-1700 ------------- 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 (the close of the period covered by this report). 122,770,435 ----------- (Shares of Common Stock) ================================================================================ 2 FORM 10-Q PART 1 - FINANCIAL INFORMATION Item 1 - Financial Statements GENUINE PARTS COMPANY and SUBSIDIARIES CONSOLIDATED CONDENSED BALANCE SHEETS
June 30, Dec. 31, 1995 1994 ---- ---- (Unaudited) (in thousands) ASSETS ------ CURRENT ASSETS - -------------- Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 32,705 $ 82,410 Trade accounts receivable, less allowance for doubtful accounts (1995 - $5,839; 1994 - $1,600) . . . . . . . . . . . . . . . . 569,211 487,395 Inventories - at lower of cost (substantially last-in, first-out method) or market . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,025,776 1,004,580 Prepaid and other current accounts . . . . . . . . . . . . . . . . . . . . . . . . . 31,931 21,396 ------------- ------------- TOTAL CURRENT ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,659,623 1,595,781 Investments and other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . 191,769 175,658 Total property, plant and equipment, less allowance for depreciation (1995 - $200,491; 1994 - $192,081) . . . . . . . . . . . . . . . . . 278,109 258,032 ------------- ------------- $ 2,129,501 $ 2,029,471 ============= ============= LIABILITIES AND SHAREHOLDERS' EQUITY ------------------------------------ CURRENT LIABILITIES - ------------------- Accounts payable and notes payable . . . . . . . . . . . . . . . . . . . . . . . . . $ 339,846 $ 316,589 Income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14,121 11,482 Other current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 96,511 94,337 ------------- ------------- TOTAL CURRENT LIABILITIES . . . . . . . . . . . . . . . . . . . . . . . . . 450,478 422,408 Long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11,184 11,431 Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44,540 44,540 Minority interests in subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . 26,512 24,927 SHAREHOLDERS' EQUITY - -------------------- Stated capital: Preferred Stock, par value - $1 per share Authorized - 10,000,000 shares - None Issued . . . . . . . . . . . . . . . . -0- -0- Common Stock, par value - $1 per share Authorized - 450,000,000 shares Issued - 1995 - 122,770,435; 1994 - 122,627,303 . . . . . . . . . . . . . . . 122,770 122,627 Additional paid-in capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,844 -0- Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,470,173 1,403,538 ------------- ------------- TOTAL SHAREHOLDERS' EQUITY . . . . . . . . . . . . . . . . . . . . . . . . 1,596,787 1,526,165 ------------- ------------- $ 2,129,501 $ 2,029,471 ============= =============
See notes to consolidated condensed financial statements. 2 3 FORM 10-Q GENUINE PARTS COMPANY AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
Three Months Ended June 30, Six Months Ended June 30, --------------------------- ------------------------- 1995 1994 1995 1994 ---- ---- ---- ---- (000 omitted except per share data) Net sales . . . . . . . . . . . . . . . . . . . $ 1,308,712 $ 1,219,801 $ 2,589,942 $ 2,381,876 Cost of goods sold . . . . . . . . . . . . . . 917,756 856,984 1,816,432 1,672,602 ------------- ------------- ------------- ------------- 390,956 362,817 773,510 709,274 Selling, administrative & other expenses . . . 267,307 246,406 536,315 489,762 ------------- ------------- ------------- ------------- Income before income taxes . . . . . . . . . . 123,649 116,411 237,195 219,512 Income taxes . . . . . . . . . . . . . . . . . 48,718 45,400 93,228 85,610 ------------- ------------- ------------- ------------- NET INCOME . . . . . . . . . . . . . . . . . . $ 74,931 $ 71,011 $ 143,967 $ 133,902 ============= ============= ============= ============= Average common shares outstanding . . . . . . . 122,758 124,501 122,715 124,485 ============= ============= ============= ============= Net income per common share . . . . . . . . . . $ .61 $ .57 $ 1.17 $ 1.08 ============= ============= ============= ============= Dividends declared per common share . . . . . . $ .315 $ .2875 $ .63 $ .575 ============= ============= ============= =============
See notes to consolidated condensed financial statements. 3 4 FORM 10-Q GENUINE PARTS COMPANY AND SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (Unaudited)
Six Months Ended June 30, -------------- (000 omitted) 1995 1994 ---- ---- Cash Provided By: OPERATING ACTIVITIES: Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 143,967 $ 133,902 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20,634 18,125 Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,585 1,824 Changes in operating assets and liabilities: Trade accounts receivable . . . . . . . . . . . . . . . . . . . . . . . . . (81,816) (69,896) Merchandise inventories . . . . . . . . . . . . . . . . . . . . . . . . . . (21,196) (14,117) Trade accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . (36,480) 22,096 Income taxes payable . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,639 (966) Other operating assets and liabilities . . . . . . . . . . . . . . . . . . (11,441) (2,334) ---------- ---------- NET CASH PROVIDED BY OPERATING ACTIVITIES . . . . . . . . . . . . . . . . . . . . . . . 17,892 88,634 INVESTING ACTIVITIES: Purchase of short-term investments, net of proceeds from sale and maturity . . . -0- 147 Purchase of property, plant and equipment . . . . . . . . . . . . . . . . . . . . (43,256) (29,056) Other investing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . (13,566) 1,680 ---------- ---------- NET CASH USED IN INVESTING ACTIVITIES . . . . . . . . . . . . . . . . . . . . . . . . . (56,822) (27,229) FINANCING ACTIVITIES: Dividends paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (73,905) (68,724) Other financing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . 63,130 2,058 ---------- ---------- NET CASH USED IN FINANCING ACTIVITIES . . . . . . . . . . . . . . . . . . . . . . . . . (10,775) (66,666) ---------- ---------- NET DECREASE IN CASH AND CASH EQUIVALENTS . . . . . . . . . . . . . . . . . . . . . . . (49,705) (5,261) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD . . . . . . . . . . . . . . . . . . . 82,410 123,231 ---------- ---------- CASH AND CASH EQUIVALENTS AT END OF PERIOD . . . . . . . . . . . . . . . . . . . . . . $ 32,705 $ 117,970 ========== ==========
See notes to consolidated condensed financial statements. 4 5 FORM 10-Q NOTES TO FINANCIAL STATEMENTS Note A - Basis of Presentation The accompanying unaudited consolidated condensed financial statements have been prepared in accordance with the instructions to Form 10-Q and therefore do not include all information and footnotes necessary for a fair presentation of financial position, results of operations and cash flows in conformity with generally accepted accounting principles. However, in the opinion of management, all adjustments necessary to a fair statement of the operations of the interim period have been made. These adjustments are of a normal recurring nature. The results of operations for the six months ended June 30, 1995, are not necessarily indicative of results for the entire year. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Genuine Parts Company (the "Company") reported record sales and earnings in the second quarter of 1995. Sales for the quarter were $1.3 billion, up 7% over the same period in 1994. Net income in the quarter advanced 6% to $74.9 million. On a per-share basis, net income in the quarter was $.61 versus $.57 in the same quarter of the prior year. For the six months ended June 30, 1995, sales totaled $2.6 billion, up 9% over the first half of 1994, while net income was $144 million, an increase of 8%. Earnings per share were $1.17 for the first six months of 1995 and $1.08 for the same period in 1994. Sales for the Automotive Parts Group advanced 5% for the quarter and 5% for the first six months, reflecting increased demand attributed to ongoing NAPA marketing programs and favorable fundamentals such as vehicle age and usage levels. Sales for the Industrial Parts Group increased 13% for the quarter and 16% for the six months ended June 30, 1995, as industrial production continues at a healthy level with high capacity utilization in many industries. The Office Products Group was up 8% for the quarter and 10% for the six month period, reflecting a response to innovative marketing programs, outstanding service levels and geographic expansion. Cost of goods sold decreased slightly as a percentage of net sales over the same quarter the prior year. Selling, administrative and other expenses increased 8.5% for the quarter and 9.5% for the six months. The percentage of selling, administrative and other expenses to net sales increased slightly, due mostly to increased salaries, employee benefits and expenses associated with the automotive total growth strategy. The ratio of current assets to current liabilities remains very good at 3.7 to 1 and the Company's cash position is good. PART II - OTHER INFORMATION Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS The 1995 Annual Meeting of Shareholders of the Company was held on April 17, 1995, pursuant to notice given to shareholders of record on February 10, 1995, at which date there were 122,635,533 shares of Common Stock outstanding. At the Annual Meeting, the shareholders elected four Class III directors with terms to expire at the 1998 Annual Meeting. As to the following named individuals, the holders of 101,938,286 shares of the Company's Common Stock voted in favor of their election, the holders of 71,313 shares voted against, the holders of 479,006 shares abstained, and there were no broker non-votes: Class III --------- Jean Douville J. Hicks Lanier Larry L. Prince Alana S. Shepherd The following individual's term of office as a director continued after the Annual Meeting: Class I Class II ------- -------- Bradley Currey, Jr. William A. Parker, Jr. Thomas C. Gallagher John J. Scalley Gardner E. Larned James B. Williams Lawrence G. Steiner 5 6 FORM 10-Q The shareholders approved the Genuine Parts Company Annual Incentive Bonus Plan. The holders of 94,940,933 shares of Common Stock voted in favor of the plan, holders of 7,048,927 voted against, holders of 499,745 abstained, and there were no broker non-votes. The shareholders also ratified the selection of Ernst & Young as independent auditors of the Company for 1995. The holders of 102,244,171 shares of Common Stock voted in favor of the ratification, holders of 132,319 shares voted against, holders of 125,956 shares abstained, and there were no broker non-votes. Item 6. Exhibits and Reports on Form 8-K (a) The following Exhibit is filed as part of this report: Exhibit 10.13 * Genuine Parts Company Annual Incentive Bonus Plan dated as of February 24, 1995, as approved by the Shareholders of the Company at the annual meeting on April 17, 1995 Exhibit 27 Financial Data Schedule (for SEC use only) * Indicates executive compensation plans and arrangements. (b) No reports on Form 8-K were filed by the registrant during the quarter ended June 30, 1995. 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. Genuine Parts Company --------------------- (Registrant) Date July 31, 1995 /s/ Jerry W. Nix ------------- ----------------- Jerry W. Nix Senior Vice President - Finance /s/ George W. Kalafut --------------------- George W. Kalafut Executive Vice President - Finance and Administration (Principal Financial and Accounting Officer) 6 EX-10.13 2 ANNUAL INCENTIVE BONUS PLAN 1 EXHIBIT 10.13 GENUINE PARTS COMPANY ANNUAL INCENTIVE BONUS PLAN 1. PURPOSE The purpose of the Genuine Parts Company Annual Incentive Bonus Plan (the "Plan") is to permit Genuine Parts Company (the "Company"), through awards of annual incentive compensation, to attract and retain qualified management employees and to motivate such management employees to achieve maximum profitability and stockholder returns. The Plan is designed and intended to comply with Section 162(m) of the Internal Revenue Code of 1986, as amended, and the regulations and interpretations promulgated thereunder (the "Code"), and all provisions hereof shall be construed in a manner to so comply. 2. ADMINISTRATION The Plan shall be administered by the Compensation and Stock Option Committee of the Company's Board of Directors, or any other committee of the Company's Board of Directors that the Company's Board of Directors determines shall administer the Plan which consists of at least two outside directors of the Company and satisfies the requirements of Section 162(m) of the Code (the "Committee"). The Committee shall have full authority to interpret the Plan, to establish rules and regulations relating to the operation of the Plan, to determine the Performance Goals (as defined herein) and the amount of any Bonuses (as defined herein) and to make all other determinations and take all other actions necessary or appropriate for the proper administration of the Plan. The Committee's interpretation of the Plan, and all actions taken within the scope of its authority, shall be final and binding. 3. ELIGIBILITY The individuals entitled to receive cash awards under the Plan ("Bonuses") for any fiscal year during the term of the Plan shall be the executive officers of the Company and any other employee(s) of the Company or its subsidiaries, if any, which the Committee, as of the Determination Date (as defined herein), reasonably believes may be deemed to be a "covered employee(s)" for such fiscal year under Section 162(m) of the Code (the "Participants"). 4. DETERMINATION OF PERFORMANCE GOALS AND SALARY PERCENTAGES 4.1 Each Participant in the Plan shall be eligible to receive Bonuses in connection with a particular fiscal year during the term of the Plan if the Company attains certain performance goals ("Performance Goals") set every year by the Committee. 4.2 Not later than ninety (90) days after the commencement of any fiscal year and while the outcome of the Company's performance in relationship to the Performance Goals is still substantially uncertain (the "Determination Date"), the Committee shall adopt in writing certain Performance Goals based upon the Company achieving for that fiscal year (i) certain levels of pre-tax return on the Company's shareholders' equity as of the beginning of the fiscal year (the "Profit Goals"), (ii) certain levels of aggregate sales (the "Sales Goals"), and (iii) certain inventory management targets (the "Inventory Goals"). 2 4.3 On the Determination Date, the Committee also sets in writing the amount of Bonuses to be awarded under the Plan for that fiscal year by setting a percentage of each Participant's salary that will be awarded to a Participant if the Company achieves a particular Performance Goal or group of Performance Goals. No Bonuses will be paid under the Plan unless the Company's actual pre-tax return on the Company's shareholders' equity as of the beginning of the fiscal year equals or exceeds a minimum Profit Goal set by the Committee. 4.4 The Committee may for certain individual Participants, in its sole discretion, set Performance Goals based upon a division or divisions of the Company achieving Profit, Sales and Inventory Goals set by the Committee. 5. CALCULATION OF BONUSES; CERTIFICATION As soon as reasonably practicable after the close of each fiscal year in which any Participant is participating in the Plan, the Committee shall determine with respect to each Participant (i) whether and the extent to which the Performance Goals for such fiscal year have been met, and (ii) the amount of any resulting Bonuses to be paid under the Plan. The Committee shall then certify in writing (i) the amounts of such Bonuses and (ii) that the relevant Performance Goals and other requirements of the Plan relating to such Bonuses were satisfied. 6. LIMITATIONS WITH RESPECT TO BONUSES 6.1 No Participant shall have any right to receive payment of any Bonus unless the Participant remains in the employ of the Company or its subsidiaries through the end of the fiscal year to which such Bonus relates; provided, however, that the Committee may, in its sole discretion, pay all or part of a Bonus to any Participant whose employment with the Company or its subsidiaries is terminated at any time prior to the end of the fiscal year to which such Bonus relates by reason of death or disability. Any such determination of the Committee shall be final and conclusive. 6.2 The Committee may, in its sole discretion, reduce the amount of any Bonus otherwise payable under the Plan. 6.3 In no event shall an individual Participant receive Bonuses under the Plan in connection with any one fiscal year which in the aggregate are in excess of $1,000,000. 7. PAYMENT OF BONUSES Each Participant shall receive a Bonus hereunder promptly after the Committee has certified in writing under Section 5 that the relevant Performance Goals and other requirements of the Plan were satisfied in connection with such Bonus. -2- 3 8. AMENDMENTS The Committee may amend this Plan at any time, provided that no such amendment shall be effective which (i) alters the types of Performance Goals specified in Section 4.2, or (ii) otherwise causes the loss of any tax deduction to the Company under Section 162(m) of the Code, unless such amendment is submitted to the shareholders of the Company. 9. TERM; TERMINATION 9.1 Subject to Sections 9.2 and 11, the Plan shall be effective for the five year period beginning on January 1, 1995 and ending on December 31, 1999. 9.2 The Board of Directors of the Company may terminate this Plan at any time. 10. MISCELLANEOUS PROVISIONS 10.1 The Company shall have the right to deduct at the time of payment of any Bonus any amounts required by law to be withheld for the payment of taxes or otherwise. 10.2 Except where federal law is applicable, the provisions of the Plan shall be governed by and construed in accordance with the laws of the State of Georgia. 10.3 If any provision of this Plan is found to be illegal or invalid or would cause any Bonus not to constitute performance-based compensation under Section 162(m) of the Code, the Committee shall have discretion to sever that provision from this Plan and, thereupon, such provision shall not be deemed to be a part of this Plan. 10.4 Nothing in the Plan shall confer upon a Participant the right to continue in the employ of the Company or any of its subsidiaries or shall limit in any way the right of the Company and/or its subsidiaries to terminate such Participant's employment. 10.5 No Participant shall have any claim to be granted a Bonus under the Plan, and there is no obligation for uniformity of treatment for Participants. 10.6 The Plan shall be unfunded. The Company shall not be required to establish any separate or special fund or to make any other segregation of assets to assure the payment of any Bonus under the Plan. 11. EFFECTIVE DATE If approved by the shareholders of the Company at the Company's 1995 Annual Meeting of Shareholders, the Plan shall be deemed effective as of January 1, 1995. If this Plan is not approved by the shareholders of the Company at the 1995 Annual Meeting of Shareholders, this Plan shall terminate and no Bonuses shall be paid hereunder. -3- EX-27 3 FINANCIAL DATA SCHEDULE
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE FINANCIAL STATEMENTS OF GENUINE PARTS COMPANY FOR THE QUARTER ENDED JUNE 30, 1995, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 6-MOS DEC-31-1995 JAN-01-1995 JUN-30-1995 32,705 0 569,211 5,839 1,025,776 1,659,623 278,109 200,491 2,129,501 450,478 11,184 122,770 0 0 1,474,017 2,129,501 2,589,942 2,589,942 1,816,432 1,816,432 0 0 0 237,195 93,228 143,967 0 0 0 143,967 1.17 1.17
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