-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DRGRND4DBjSkSOGz1YMOIY76mm6eLJCsZQ3HxdAIuzJZ4mQqk9ZBOuUah5OnpgSE ZaWhF7HXXR8my3+De4dISA== 0000950144-99-009362.txt : 19990802 0000950144-99-009362.hdr.sgml : 19990802 ACCESSION NUMBER: 0000950144-99-009362 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990630 FILED AS OF DATE: 19990730 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: SEC FILE NUMBER: 001-05690 FILM NUMBER: 99673844 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 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, 1999 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 (770)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). 179,036,113 ----------- (Shares of Common Stock) =============================================================================== 2 PART 1 - Financial Information Item 1 - Financial Statements GENUINE PARTS COMPANY and SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS
ASSETS June 30, Dec. 31, 1999 1998 ---- ---- (Unaudited) (in thousands) CURRENT ASSETS Cash and cash equivalents ..................................................... $ 113,232 $ 84,972 Trade accounts receivable, less allowance for doubtful accounts (1999 - $7,342; 1998 - $ 5,019) ........................ 1,033,434 907,561 Inventories - at lower of cost (substantially last-in, first-out method) or market ................................................... 1,678,829 1,660,233 Prepaid and other current accounts ............................................ 32,301 30,591 ---------- ----------- TOTAL CURRENT ASSETS ................................................. 2,857,796 2,683,357 Goodwill, less accumulated amortization (1999 - $18,290; 1998 - $12,578) ...... 402,430 344,733 Other assets .................................................................. 197,078 168,282 Total property, plant and equipment, less allowance for depreciation (1999 - $379,379; 1998 - $355,574) ........................... 416,900 404,008 ---------- ----------- $3,874,204 $ 3,600,380 ========== =========== LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES Accounts payable .............................................................. $ 599,656 $ 509,532 Current portion of long-term debt and other borrowings ........................ 190,116 156,316 Income taxes .................................................................. 19,850 21,837 Dividends payable ............................................................. 46,269 44,776 Other current liabilities ..................................................... 83,420 85,948 ---------- ----------- TOTAL CURRENT LIABILITIES ............................................ 939,311 818,409 Long-term debt ................................................................ 666,104 588,640 Deferred income taxes ......................................................... 94,956 94,956 Minority interests in subsidiaries ............................................ 44,597 45,043 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 - 1999 - 179,036,113; 1998 - 179,505,151 ........................ 179,036 179,505 Additional paid-in capital .................................................... 4,635 19,989 Accumulated other comprehensive income ........................................ 3,205 (3,110) Retained earnings ............................................................. 1,942,360 1,856,948 ---------- ----------- TOTAL SHAREHOLDERS' EQUITY ........................................... 2,129,236 2,053,332 ---------- ----------- $3,874,204 $ 3,600,380 ========== ===========
See notes to condensed consolidated financial statements. 2 3 GENUINE PARTS COMPANY AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
Three Months Ended June 30, Six Months Ended June 30, --------------------------- ------------------------- 1999 1998 1999 1998 ---- ---- ---- ---- (000 omitted except per share data) Net sales .............................. $2,022,894 $1,619,383 $3,924,251 $3,152,521 Cost of goods sold ..................... 1,432,837 1,141,980 2,783,304 2,228,382 ---------- ---------- ---------- ---------- 590,057 477,403 1,140,947 924,139 Selling, administrative & other expenses 436,798 335,446 845,194 649,954 ---------- ---------- ---------- ---------- Income before income taxes ............. 153,259 141,957 295,753 274,185 Income taxes ........................... 60,690 56,073 117,118 108,303 ---------- ---------- ---------- ---------- NET INCOME ............................. $ 92,569 $ 85,884 $ 178,635 $ 165,882 ========== ========== ========== ========== Basic net income per common share ...... $ .52 $ .48 $ 1.00 $ .93 ========== ========== ========== ========== Diluted net income per common share .... $ .52 $ .48 $ .99 $ .92 ========== ========== ========== ========== Dividends declared per common share .... $ .26 $ .25 $ .52 $ .50 ========== ========== ========== ========== Average common shares outstanding ...... 179,032 178,859 179,458 178,840 Dilutive effect of stock options and non-vested restricted stock awards .. 557 588 563 624 ---------- ---------- ---------- ---------- Average common shares outstanding, assuming dilution ................... 179,589 179,447 180,021 179,464 ========== ========== ========== ==========
See notes to condensed consolidated financial statements. 3 4 GENUINE PARTS COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
Six Months Ended June 30, -------------- (000 omitted) Cash Provided By: 1999 1998 ---- ---- OPERATING ACTIVITIES: Net income ...................................................................... $ 178,635 $ 165,882 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization ................................................. 42,798 31,618 Other ......................................................................... (446) 2,859 Changes in operating assets and liabilities ................................... (34,460) (64,238) --------- --------- NET CASH PROVIDED BY OPERATING ACTIVITIES .......................................... 186,527 136,121 INVESTING ACTIVITIES: Purchase of property, plant and equipment ....................................... (38,325) (40,124) Acquisition of businesses and other investing activities ........................ (103,858) 4,683 --------- --------- NET CASH USED IN INVESTING ACTIVITIES .............................................. (142,183) (35,441) FINANCING ACTIVITIES: Proceeds from lines of credit and other borrowings, net of payments ............. 111,264 (16,000) Dividends paid .................................................................. (91,195) (88,156) Purchase of stock ............................................................... (51,104) (20,756) Other financing activities ...................................................... 14,951 16,249 --------- --------- NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES ................................ (16,084) (108,663) --------- --------- NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS ............................... 28,260 (7,983) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD ................................... 84,972 72,823 --------- --------- CASH AND CASH EQUIVALENTS AT END OF PERIOD ......................................... $ 113,232 $ 64,840 ========= =========
See notes to condensed consolidated financial statements. 4 5 NOTES TO FINANCIAL STATEMENTS Note A - Basis of Presentation The accompanying unaudited condensed consolidated 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, 1999, are not necessarily indicative of results for the entire year. Note B - Segment Information
Three month period ended June 30, Six month period ended June 30, 1999 1998 1999 1998 --------------------------------- -------------------------------- Net sales: Automotive $ 1,058,482 $ 849,696 $ 1,999,832 $ 1,593,295 Industrial 543,792 509,062 1,066,295 1,008,747 Office Products 290,491 260,625 600,494 550,479 Electrical/Electronic Materials 130,129 -- 257,630 -- ----------------------------- ----------------------------- Total net sales $ 2,022,894 $ 1,619,383 $ 3,924,251 $ 3,152,521 ============================= ============================= Operating profit: Automotive $ 107,947 $ 89,336 $ 191,540 $ 158,475 Industrial 43,797 41,318 87,652 83,913 Office Products 24,868 23,654 59,851 56,879 Electrical/Electronic Materials 5,740 -- 11,380 -- ----------------------------- ----------------------------- Total operating profit 182,352 154,308 350,423 299,267 Interest expense (13,375) (3,409) (25,818) (7,327) Other, net (15,718) (8,942) (28,852) (17,755) ----------------------------- ----------------------------- Income before income taxes $ 153,259 $ 141,957 $ 295,753 $ 274,185 ============================= =============================
Note C - Comprehensive Income Total comprehensive income was $184,950,586 and $164,327,010 for the six month periods ended June 30, 1999 and 1998, respectively. 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 1999. Sales for the quarter were $2.0 billion, up 25% over the same period in 1998. Net income in the quarter advanced 8% to $92.6 million. On a per-share diluted basis, net income in the quarter was $.52 versus $.48 in the same quarter of the prior year, an increase of 8%. For the six months ended June 30, 1999, sales totaled $3.9 billion, up 24% over the first half of 1998, while net income was $178.6 million, an increase of 8%. Diluted earnings per share were $.99 for the first six months of 1999 and $.92 for the same period in 1998, an increase of 8%. Sales would have increased 6% in the second quarter of 1999, over the second quarter of 1998, if the impact of acquisitions made after June 30, 1998 is excluded. Sales for the Automotive Parts Group increased 25% for the quarter and increased 4%, if the impact of acquisitions in 1999 is excluded. The sales increase is reflective of the general softness in the automotive aftermarket. Sales for the Industrial Parts Group increased 7% for the quarter reflecting continued slight improvement in the overall industrial market. The Office Products Group was up 11% for the quarter reflecting steady sales progress in a very competitive environment. EIS, the Electrical/Electronic Materials Group acquired on July 1,1998, had sales of $258 million for the six months ended June 30, 1999. Cost of goods sold increased slightly as a percentage of net sales compared to the same quarter of the prior year. Selling, administrative and other expenses increased 30% for the quarter (8% increase 5 6 excluding acquisitions) and the percentage of selling, administrative and other expenses to net sales increased slightly, reflecting increased salaries, acquisition costs and costs of upgrading/improving facilities. The ratio of current assets to current liabilities remains very good at 3.04 to 1 and the Company's cash position is excellent. Impact of Year 2000 The Year 2000 problem is the result of computer programs written using two digits (rather than four) to define the applicable year. Any of the Company's programs that have time-sensitive software may recognize a date using "00" as the year 1900 rather than the year 2000, which could result in miscalculations or system failures. The Company is continuing its assessments of the impact of the Year 2000 across its business and operations, including its customer and vendor base. The Company has substantially completed its identification of information technology systems that are not Year 2000 compliant and is in the process of implementing a comprehensive initiative to make its information technology systems ("IT systems") and its non-information technology systems ("non-IT systems"), including embedded electronic circuits in equipment, building security, product handling and environmental controls, Year 2000 compliant. The initiative covers the following three phases: (1) identification of all IT and non-IT systems and an assessment of repair requirements, (2) repair of the identified IT and non-IT systems, and (3) testing of the IT and non-IT systems repaired to determine correct manipulation of dates and date-related data. As of June 30, 1999, the Company has substantially completed phase (1) and phase (2) of its initiative and has begun phase (3). The Company anticipates that it will substantially complete phase (3) by the end of the third quarter of fiscal 1999 at which time it will complete its final testing phase. To date, the Company has not identified any IT or non-IT system that presents a material risk of not being Year 2000 ready or for which a suitable alternative cannot be implemented. However, as the initiative moves further into the testing phase, it is possible that the Company may identify potential risks of Year 2000 disruption. It is also possible that such a disruption could have a material adverse effect on the financial condition and results of operations. In addition, if any third parties who provide goods or services or that are customers that are critical to the Company's business activities fail to appropriately address their Year 2000 issues, there could be a material adverse effect on the Company's financial condition and results of operations. The Company is still in the process of modifying or replacing certain time-sensitive software programs and other date sensitive devices to avoid a potential inability to process transactions or engage in other normal business activities. The Company has initiated and substantially completed formal communications with substantially all of its significant business partners to evaluate their Year 2000 compliance plans and status of readiness, including upgrading of embedded technology devices in products the Company purchases. These communications include determining the extent to which the Company is vulnerable to those third parties' failure to remedy their own Year 2000 conversion issues. However, there can be no guarantee that the systems of other companies on which the Company's system rely will be timely converted or that a failure to convert by another company or a conversion that is incompatible with the Company's systems would not have a material adverse effect on the Company. The Company has identified and prioritized any embedded technology devices which may be deemed to be mission critical or that tend to have a significant impact on normal operations. The Company has developed a separate plan to upgrade these higher priority embedded technology devices. Management has completed these activities as of June 30, 1999. The Company could potentially experience disruptions to some aspects of its various activities and operations as a result of non-compliant systems utilized by the Company or unrelated third parties. Contingency plans are, therefore, under development to mitigate the extent of any such potential disruption to business operations. The Company is utilizing both internal and external resources to reprogram, or replace, and test the software for Year 2000 modifications. The total estimated cost of the Year 2000 project is estimated between $7 million and $10 million and is being funded through operating cash flows. These costs are not expected to be material to the Company's consolidated results of operations. Of the total project cost, approximately $3 million is attributable to the purchase of new software or equipment, which will be capitalized. The remaining $4 million to $7 million is expensed as incurred. To date, the Company has expensed approximately $5.5 million related to the assessment of and preliminary efforts in connection with its Year 2000 project. The costs attributable to the Year 2000 exclude costs incurred by the Company for replacement of hardware and implementation of new systems which were undertaken for operating reasons. The implementation of new systems has been in progress for the past three to five years. The costs of the Year 2000 project and the date which the Company plans to complete the Year 2000 modifications are based on management's best estimates, which were derived utilizing numerous assumptions of future events including the continued availability of certain resources, third party modification plans and other factors. There can be no guarantee that these 6 7 estimates will be achieved and actual results could differ materially from those plans. Specific factors that might cause such material differences include, but are not limited to, the availability and cost of personnel trained in this area, the ability to locate and correct all relevant computer codes, and similar uncertainties. Forward-Looking Statements The Private Securities Litigation Reform Act of 1995 (the Act) provides a safe harbor for forward-looking statements made by or on behalf of the Company. The Company and its representatives may from time to time make written or verbal forward-looking statements, including statements contained in our Company's filings with the Securities and Exchange Commission and in our reports to shareholders. All statements which address operating performance, events or developments that we expect or anticipate will occur in the future, including statements relating to revenue, market share and net income growth, or statements expressing general optimism about future operating results, are forward-looking statements within the meaning of the Act. The forward-looking statements are and will be based on management's then current views and assumptions regarding future events and operating performance. There are many factors which could cause actual results to differ materially from those anticipated by statements made herein. Such factors include, but are not limited to, changes in general economic conditions, the growth rate of the market for the Company's products and services, the ability to maintain favorable supplier arrangements and relationships, competitive product and pricing pressures, the effectiveness of the Company's promotional, marketing and advertising programs, the Company's ability to discover and correct potential Year 2000 issues and the ability of third parties to appropriately address their Year 2000 issues, changes in laws and regulations, including changes in accounting and taxation guidance, the uncertainties of litigation, as well as other risks and uncertainties discussed from time to time in the Company's filings with the Securities and Exchange Commission. PART II - OTHER INFORMATION Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS The 1999 Annual Meeting of Shareholders of the Company was held on April 19, 1999, pursuant to notice given to shareholders of record on February 11, 1999, at which date there were 179,536,256 shares of Common Stock outstanding. At the Annual Meeting, the shareholders elected four Class I directors with terms to expire at the 2002 Annual Meeting and one Class III director with a term to expire at the 2001 Annual Meeting. As to the following named individuals, the holders of 159,816,880 shares of the Company's Common Stock voted as follows:
Class I For Withhold Authority - ------- --- ------------------ Bradley Currey, Jr. 158,499,155 1,317,725 Robert P. Forrestal 158,487,239 1,329,641 Thomas C. Gallagher 158,483,190 1,333,690 Lawrence G. Steiner 158,471,186 1,345,694 Class III - --------- Stephen R. Kendall 158,510,220 1,306,660
The following individuals' term of office as a director continued after the Annual Meeting:
Class II Class III - -------- --------- Richard W. Courts, II Jean Douville Larry L. Prince J. Hicks Lanier James B. Williams Alana S. Shepherd
The shareholders also voted on the adoption of the 1999 Long-Term Incentive Plan. The holders of 139,356,240 shares of Common Stock voted in favor of the adoption, holders of 8,202,372 shares voted against, holders of 721,166 shares abstained, and there were 11,537,102 broker non-votes. The shareholders also approved the adoption of the Genuine Parts Company 1999 Annual Incentive Bonus Plan. The holders of 155,946,820 shares voted for adoption of the plan, holders of 3,089,430 shares voted against, and holders of 780,630 shares abstained, and there were no broker non-votes. 7 8 The shareholders also ratified the selection of Ernst & Young LLP as independent auditors of the Company for 1999. The holders of 159,123,681 shares of Common Stock voted in favor of the ratification, holders of 194,392 shares voted against, holders of 498,807 shares abstained, and there were no broker non-votes. Item 6. Exhibits and Reports on Form 8-K (a) The following exhibits are filed as part of this report: Exhibit 3.1 Restated Articles of Incorporation of the Company (incorporated herein by reference from the Company's Annual Report on Form 10-K, dated March 3, 1995). Exhibit 3.2 Bylaws of the Company, as amended (incorporated herein by reference from the Company's Annual Report on Form 10-K, dated March 5, 1993). Exhibit 27 Financial Data Schedule (for SEC use only). (b) No reports on Form 8-K were filed by the registrant during the quarter ended June 30, 1999. 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 30, 1999 /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) 8 EX-27 2 FINANCIAL DATA SCHEDULE
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE FINANCIAL STATEMENTS OF GENUINE PARTS COMPANY FOR THE SIX MONTHS ENDED JUNE 30, 1999, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 6-MOS DEC-31-1999 JAN-01-1999 JUN-30-1999 113,232 0 1,033,434 7,342 1,678,829 2,857,796 416,900 379,379 3,874,204 939,311 666,104 0 0 179,036 1,950,200 3,874,204 3,924,251 3,924,251 2,783,304 845,194 0 0 30,276 295,753 117,118 178,635 0 0 0 178,635 1.00 .99
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