| United States | International | |||
| Engineered Sales | Atelier P.V. Hydraulique (Canada) | |||
| Air-Hydraulic Systems | FluidTech | |||
| Applied Engineered Systems | HydroAir | |||
| Bay Advanced Technologies | HyQuip | Vycmex (Mexico) | ||
| Carolina Fluid Components | Kent Fluid Power | |||
| DTS Fluid Power | Power Systems | |||
| Hydraulics | Spencer Fluid Power | |||
| Elect-Air | ||||
Products. We are onea leading distributor of North America’s leading distributors ofproducts including bearings, power transmission components, fluid power components and systems, industrial rubber products, linear motion components, tools, safety products, and generalother industrial and maintenance and mill supply products.supplies. Fluid power products include hydraulic, pneumatic, lubrication, and filtration components and systems.
These products are generally supplied to us by manufacturers whom we serve as a non-exclusive distributor. The suppliers also may provide us product training, as well as sales and marketing support. Authorizations to represent particular suppliers and product lines may vary by geographic region, particularly for our fluid power businesses.
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We believe our supplier relationships are generally good, and many have existed for decades. The disruption of relationships with certain suppliers, or the disruption of their operations, could adversely affect our business.
Our product suppliers typically confine their direct sales activities to large-volume transactions, mainly with large original equipment manufacturers. The suppliers generally do not sell maintenance and repair products directly to the customer, but instead refer the customer to us or another distributor. There is no assurance this practice will continue and its discontinuance could adversely affect our business.
Net sales by product category for the most recent three fiscal years is detailed in the 20112013 annual report to shareholders in note 1312 to the consolidated financial statements on page 32.statements. That information is incorporated here by reference.
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Services. Our associates advise and assist customers in selecting and applying products, and in managing inventory. We consider this advice and assistance to be an integral part of our sales efforts. Beyond logistical distribution services, we offer product and process solutions involving multiple technologies. These solutions help customers minimize production downtime, improve machine performance, and reduce overall procurement and maintenance costs. By providing high levels of service, product and industry expertise, and technical support, while at the same time offering product breadth and competitive pricing, we believe we develop stronger, longer-lasting, and more profitable customer relationships.
Our service center sales associates include customer sales and service representatives and account managers, as well as product and industry specialists. Customer sales and service representatives receive, process, and expedite customer orders, provide product information, and assist account managers in serving customers. Account managers make on-site calls to current and potential customers to provide product information, identify customer requirements, make recommendations, and assist in implementing equipment maintenance and storeroom management programs, as well as automated supplies dispensing systems. Account managers also measure and document the value of the cost savings and increased productivity we help generate. Product and industry specialists assist with applications in their areas of expertise.
We maintain product inventory levels at each service center tailored to the local market. These inventories consist of standard items as well as other items specific to local customer demand. Seven distributionDistribution centers replenish service center inventories and also may ship products directly to customers. Having product in stock helps us satisfy customers’customers' immediate needs.
Timely delivery of products is an integral part of our service, particularly when customers require products for emergency repairs. Service centers and distribution centers use the most effective method of transportation available to meet customer needs. These methods include our own delivery vehicles, dedicated third-party transportation providers, as well as surface and air common carrier and courier services. Customers can also pick up items at our service centers.
Our information systems enhance our customer service. Customers turn to our website atwww.applied.comto search for products in a comprehensive electronic catalog, research product attributes, view prices, check inventory levels, place orders, and track order status. We also transact with customers through electronic data interchange (EDI) and interface with customers’customers' technology platforms and plant maintenance systems.
In addition to our electronic capabilities, we serve customers with our paper catalog, a comprehensive purchasing tool and resource guide for industrial and maintenance products.
We supplement the service center product offering with our MaintenancePro® fee-based technical training seminars. These courses provide customer personnel with information on maintenance, troubleshooting, component application, and failure analysis in the areas of hydraulics and pneumatics, lubrication, bearings, and power transmission.
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The Maintenance Supplies & Solutions service offering provides inventory management services, at customer sites, for industrial and maintenance supplies, including fasteners, cutting tools, paints and chemicals, fluid flow, safety, and janitorial products.
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In addition to distributing products, we offer shop services in select geographic areas. Our fabricated rubber shops modify and repair conveyor belts and provide hose assemblies (also available at select service centers and distribution centers) in accordance with customer requirements. Field crews install and repair belts and rubber lining, primarily at customer locations. Among the other services we offer, either performed by us directly or by third party providers, are the rebuilding or assembly of speed reducers, pumps, valves, cylinders, and electric and hydraulic motors, and custom machining.
Our specialized fluid power businesses generally operate independently of the service centers, but as product distributors, share the same focus on customer service. Product and application recommendations, inventory availability, and delivery speed are all important to the businesses’businesses' success.
The fluid power businesses distinguish themselves from most component distributors by offering engineering, design, system fabrication, installation, and repair services. Our capabilities extend to the following specialties: fluid power system integration; manifold design, machining, and assembly; and the integration of hydraulics with electronics for complete machine design. These services can represent a significant portion of the overall value provided to customers.
Each business has account managers with technical knowledge, who handle sophisticated projects, including original equipment manufacturing applications. The businesses also provide technical support to our service centers and their customers.
Markets. We purchase from over 2,000thousands of product manufacturers and resell the products to thousands of customers in a wide variety of industries, including agriculture and food processing, automotive, chemical processing,chemicals and petrochemicals, fabricated metals, forest products, industrial machinery and equipment, mining, primary metals, transportation, and utilities, as well as to government entities. Customers range from the largest concerns in North America,very large businesses, with whomwhich we may have multiple-location relationships, to the smallest.very small ones. We are not significantly dependent on a single customer or group of customers, the loss of which would have a material adverse effect on our business as a whole, and no single customer accounts for more than 3% of our net sales.
Competition. We consider our business to be highly competitive. In addition, our markets present few economic or technological barriers to entry, contributing to a high fragmentation of market share. Longstanding supplier and customer relationships, geographic coverage, name recognition, and our associates’associates' knowledge and experience do, however, support our competitive position. Competition is based generally on breadth and quality of product and service offerings, product availability, price, ease of product selection and ordering, online capability, catalogs, and having a local presence. In the fluid power businesses, product manufacturer authorizations are often more selective and can be a more significant competitive factor, along with market reputation and product application knowledge.
Our principal competitors are other bearing, power transmission, industrial rubber, fluid power, linear motion, and general maintenancetools, and safety product distributors, and, to a lesser extent, mill supplydistributors of other industrial and maintenance supplies and catalog companies. These competitors include local, regional, national, and
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multinational operations. We also compete with original equipment manufacturers and their distributors in the sale of maintenance and replacement components. Some competitors have greater financial resources than we do. The identity and number of our competitors vary throughout the geographic and product markets we serve.
Although we are one of the leading distributors in North America, Australia, and New Zealand for the primary categories of products we carry,provide in those areas, our market share for those products in anya given geographic area may be relatively small compared to the portion of the market served by original equipment manufacturers and other distributors.
Backlog Orders and Seasonality. Because of our product resources and distribution network, backlog orders are not material to our business as a whole, although they are a more important factor for our fluid power businesses. Our business has exhibited minor seasonality —-- in particular, sales per day during the first half of our fiscal year
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have tended in the past to be slightly lower compared with the second half due, in part, to the impact of customer plant shutdowns and holidays.
Patents, Trademarks, Trade Names, and Licenses. Customer recognition of our service marks and trade names, including Applied Industrial TechnologiesÒ®, AppliedÒ®, and AITÒ®, is an important contributing factor to our sales. Patents and licenses are not of material importance to our business.
Raw Materials and General Business Conditions. Our operations are dependent on general industrial and economic conditions. We would be adversely affected by the unavailability of raw materials to our suppliers, prolonged labor disputes experienced by suppliers or customers, or by anya recession or depression that has an adverse effect on North American industrial activity generally in the markets we serve or on key customer industries.
Number of Employees. At June 30, 2011,2013, we had 4,6405,109 employees.
Working Capital. Our working capital position is discussed in “Management’s“Management's Discussion and Analysis” in the 20112013 annual report to shareholders on pages 7 — 8.shareholders.
We require substantial working capital related to accounts receivable and inventories. Significant amounts of inventory are carried to meet customers’customers' delivery requirements. We generally require payments for sales on account within 30 days. Returns are not considered to have a material effect on our working capital requirements. We believe these practices are generally consistent among companies in our industry.
Environmental Laws. We believe that compliance with laws regulating the discharge of materials into the environment or otherwise relating to environmental protection will not have a material adverse effect on our capital expenditures, earnings, or competitive position.
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(d) Financial Information about Geographic Areas.
Information regarding our foreign operations, including information about revenues and long-lived assets, is included in the 20112013 annual report to shareholders in note 1312 to the consolidated financial statements on page 32 and in “Quantitative and Qualitative Disclosures Aboutabout Market Risk” on page 11.Risk.” That information is incorporated here by reference.
ITEM 1A.RISK FACTORS.
In addition to other information set forth in this report, you should carefully consider the following factors that could materially affect our business, financial condition, or results of operations. The risks described below are not the only risks facing our company. Certain risks are identified in “Management’s“Management's Discussion and Analysis” on pages 5 — 11 in Applied’s 2011Applied's 2013 annual report to shareholders and that information is incorporated here by reference. Additional risks not currently known to us, risks that could apply broadly to issuers, or risks that we currently deem immaterial, may also impact our business and operations.
Our business depends heavily on the operating levels of our customers and the economic factors that affect them. Many of the primary markets for the products and services we sell are subject to cyclical fluctuations that affect demand for goods and materials that our customers produce. Consequently, demand for our products and services has been and will continue to be influenced by most of the same economic factors that affect demand for and production of customers’customers' goods and materials.
When as occurred in the recent economic downturn, customers or prospective customers reduce production levels because of lower demand or tight credit conditions, their need for our products and services diminishes. Selling prices and terms of sale come under pressure, adversely affecting the profitability and the durability of customer relationships, and credit losses increase too. Volatile economic and credit conditions also make it more difficult for distributors, as well as customers and suppliers, to forecast and plan future business activities.
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In addition, our industry confronts a longer-term secular trend of manufacturing customers moving production overseasto lower-cost countries to reduce costs. Our ability to continue to serve such customers may be impaired and the size of our overall market opportunity in North Americathe markets we serve could be adversely affected.
Consolidation occurring in our customers’customers' and suppliers’suppliers' industries could adversely affect our business and financial results. In recent years, we have witnessed increased consolidation among our product suppliers and customers. As customer industries consolidate, a greater proportion of our sales could be derived from higher volume contracts, which could adversely impact the amount and volatility of our earnings. Consolidation among customers can trigger changes in their purchasing strategies, potentially moving large blocks of business among competing industrial distributors and contributing to volatility in our sales. In addition, consolidation increases the risk of larger customers seeking to purchase industrial products directly from manufacturers rather than through distributors.sales and pressure on prices. Similarly, continued consolidation
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among our suppliers could reduce our ability to negotiate favorable pricing and other commercial terms for our inventory purchases.
Loss of key supplier authorizations, lack of product availability, or changes in supplier distribution programs could adversely affect our sales and earnings. Our business depends on maintaining an immediately available supply of various products to meet customer demand. Many of our relationships with key product suppliers are longstanding, but are terminable by either party. The loss of key supplier authorizations, or a substantial decrease in the availability of their products, could put us at a competitive disadvantage and have a material adverse effect on our business. Supply interruptions could arise from raw materials shortages, inadequate manufacturing capacity or utilization to meet demand, financial problems, labor disputes or weather conditions affecting suppliers’suppliers' production, transportation disruptions, or other reasons beyond our control. Furthermore, we cannot be certain that particular products will be available to us, or available in quantities sufficient to meet customer demand, especially if demand outpaces supply in an economic recovery.
In addition, as a distributor, we face the risk of key product suppliers changing their relationships with distributors generally, or Applied in particular, in a manner that adversely impacts us. For example, key suppliers could change any of the following: the prices we must pay for their products relative to other distributors or relative to competing products; the geographic or product line breadth of distributor authorizations; supplier purchasing incentive or other support programs; or product purchase or stocking expectations.
An increase in competition could decrease sales or earnings. We operate in a highly competitive industry. Our competitors include local, regional, national, and multinational distributors of industrial machinery parts, equipment, and supplies. Competition is largely focused in the local service area and is generally based on product line breadth, product availability, service capabilities, and price. Some existing competitors have, and potential market entrants may have, greater financial or other resources than we do, or broader product or service offerings. If existing or future competitors seek to gain or to retain market share by reducing prices, we may need to lower our prices for products or services, thereby adversely affecting financial results.
The purchasing incentives we earn from product suppliers can be impacted if we reduce our purchases in response to declining customer demand.Certain of our product suppliers have historically offered to their distributors, including us, incentives for purchasing their products. In addition to market or customer account-specific incentives, certain suppliers pay incentives to the distributor for attaining specific purchase volumes during the program period. In some cases, in order to earn incentives, we must achieve year-over-year growth in purchases with the supplier. When demand for our products declines, we may be less willing to add inventory to take advantage of certain incentive programs, thereby potentially adversely impacting our profitability.
Our ability to transact business is highly reliant on our information systems. We face additional risks in this regard as we implement a new integrated information technology
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platform for our business.We depend on information systems to process customer orders, manage inventory and accounts receivable collections, purchase products, manage accounts payable processes, ship products to customers on a timely basis, maintain cost-effective operations, provide superior service to customers, and accumulate financial results. A serious, prolonged disruption of our information systems or breach in security could materially impair fundamental business processes and increase expenses, decrease sales, or otherwise reduce earnings.
We are in the process of replacing multiple legacy applications with a commonan SAP software platform, to enhance our business information and transaction systems to support future growth. The implementation is expected to occuroccurring over several years in planned phases, primarily based on geographic region.region; as of June 30, 2013, portions of our
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operations in the U.S. and Canada were on SAP. The process is technically intensive, requiring design, testing, modifications, training, and project coordination. Despite extensive planning, we could experience disruptions in our business operations related to the implementation because of the project’sproject's complexity. Disruptions could result inThe potential material adverse consequences includingcould include delays, loss of information, diminished management reporting capabilities, damage to our ability to process transactions, or harm to our control environment (including during the transition period of operating on two systems), diminished employee productivity, and unanticipated increases in costs. Further, our ability to achieve anticipated operational benefits from the new platform is not assured.
Volatility in product and energy costs can affect our profitability. In recent years,the last decade, cost increases in commodity materials,resources, such as steel and energy, led product manufacturers to increase the prices of products we distribute. In addition, a portion of our own distribution costs is comprised of fuel for our sales and delivery vehicles, freight, and utility expenses for our facilities. All of theseThese costs have fluctuated significantly in recent years. Our ability to pass along to customers the increases in our costs depends on market conditions. Raising our prices could result in decreased sales volume, which could significantly reduce our profitability. When costs fall, market prices can fall too, again potentially affecting profitability.
Future acquisitions are a key component of our anticipated growth. We may not be able to identify or to complete future acquisitions, to integrate them effectively into our operations, or to realize their anticipated benefits.Many industries we serve are mature. As a result, acquisitions of other businesses have been important to our growth in recent years has resulted substantially from the acquisition of other businesses.years. While we wish to continue to acquire businesses, we may not be able to identify and to negotiate suitable acquisitions, to obtain financing for them on satisfactory terms, or otherwise to complete acquisitions. In addition, existing or future competitors may increasingly seek to compete with us for acquisitions, which could have the effect of increasing the price and reducing the number of suitable opportunities.
We seek acquisition opportunities that complement and expand our operations. However, substantial costs, delays, or other difficulties related to integrating acquisitions into our operations could adversely affect our business or financial results. We could face significant challenges in consolidating functions and integrating procedures, information systems, personnel, and operations in a timely and efficient manner.
Further, even if we successfully integrate the acquisitions with our operations, we may not be able to realize the cost savings, sales, increases,profit levels, or other benefits that we anticipate from
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these acquisitions, either as to amount or in the time frame we expect. Our ability to realize anticipated benefits may be affected by a number of factors, including the following: our ability to achieve planned operating results, to reduce duplicative expenses and inventory effectively, and to consolidate facilities; the incurrence of significant integration costs or charges in order to achieve those benefits; and our ability to retain key product supplier authorizations, customer relationships, and employees. In addition, future acquisitions could place significant demand on administrative, operational, and financial resources.
Tight credit markets could impact our ability to obtain financing on reasonable terms or increase the cost of future financing.Although the recent credit market turmoil of several years ago did not have a significant adverse impact on our liquidity or borrowing costs, the availability of funds tightened and credit spreads on corporate debt increased. ObtainingIf credit market volatility were to return, then obtaining additional or replacement financing maycould be more difficult and the cost of issuing new debt or replacing a credit facility would likelycould be higher than under our current facilities. Tight credit conditions could limit our ability to finance acquisitions on terms acceptable to us. For more information relating to borrowing and interest rates, see the following sections of Applied’s 2011Applied's 2013 annual report to shareholders: the “Liquidity and Capital Resources” on pages 7 — 8,section of “Management's Discussion and Analysis,” “Quantitative and Qualitative Disclosures Aboutabout Market Risk” on page 11,Risk,” and notesnote 5 and 6 to the consolidated financial statements on pages 20 — 21.statements.
Our growth outside the United States increases our exposure to global economic and political conditions. Foreign operations contributed 15%18% of our sales in 2011.2013. If we continue to grow outside the U.S., the risks associated with exposure to more volatile economic conditions, political instability, cultural and legal differences in conducting business, and currency fluctuations will increase. In particular, our results are affected by fluctuations in currency exchange rates for the Canadian dollar and the Mexican peso.
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Our business depends on our ability to retainattract, develop, motivate, and to attractretain qualified sales and customer service personnel and other skilled managers and professionals. There are significant costs associated with hiringrecruiting, training, and trainingdeveloping skilled employees. With respect to sales and customer service professionals. Wepositions, we greatly benefit from having employees who are familiar with the products we sell and their applications, as well as with our customer and supplier relationships. We could be adversely affected by a shortage of, or increased competition for, available skilled workers, or by the loss of a significant number of our sales orand customer service personnel or other managers or professionals, including through retirement as the workforce ages.
An interruption of operations at our headquarters or distribution centers could adversely impact our business. Our business depends on maintaining operations at our headquarters and distribution centers. A serious, prolonged interruption due to power outage, telecommunications outage, terrorist attack, earthquake, hurricane,extreme weather events, other natural disasters, fire, flood, or other natural disaster, or other interruption could have a material adverse effect on our business and financial results.
We are subject to litigation and regulatory risk due to the nature of our business, which may have a material adverse effect on our business. From time to time, we are involved in lawsuits or other legal proceedings that arise from business transactions.our business. These may, for example, relate to product liability claims, commercial disputes, personal injuries, or employmentemployment-related matters. In addition, we could face
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claims over other matters, such as claims arising from our status as a government contractor or corporatepublic company, or securities law matters.otherwise relating to our compliance with a wide array of laws and regulations to which we are subject. The defense and ultimate outcome of lawsuits or other legal proceedings or inquiries may result in higher operating expenses, which could have a material adverse effect on our business, financial condition, or results of operations.
In addition to the risks identified above, other risks to our future performance include, but are not limited to, the following:
changes in customer preferences for products and services of the nature, brands, quality, or cost sold by Applied;
changes in customer procurement policies and practices;
changes in the market prices for products and services relative to the costs of providing them;
changes in operating expenses;
organizational changes within the company;
adverse regulation and legislation, both enacted and under consideration, including with respect to health care and federal tax policy (e.g., affecting the use of the LIFO inventory accounting method and the taxation of foreign-sourced income);
the variability and timing of new business opportunities including acquisitions, alliances, customer relationships, and supplier authorizations;
the incurrence of debt and contingent liabilities in connection with acquisitions;
volatility of our stock price and the resulting impact on our consolidated financial statements; and
changes in accounting policies and practices that could impact our financial reporting and increase compliance costs.
ITEM 1B.UNRESOLVED STAFF COMMENTS.
Not applicable.
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ITEM 2.PROPERTIES.
We believe having a local presence is important to serving our customers, so we maintain service centers and other operations in local markets throughout North America.the countries in which we operate. At June 30, 2011,2013, we owned real properties at 134126 locations and leased 311361 locations. Certain properties house more than one operation.
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The following were our principal owned real properties (each of which has more than 30,000 square feet of floor space) at June 30, 2011:2013.
Location of Principal Owned | |||
Real Property | Type of Facility | ||
| Atlanta, Georgia | Distribution center and service center | ||
| Florence, Kentucky | Distribution center | ||
| Carlisle, Pennsylvania | Distribution center | ||
| Fort Worth, Texas | Distribution center and rubber shop | ||
Our principal leased real properties (each of which has more than 30,000 square feet of floor space) at June 30, 20112013 were:
Location of Principal Leased | |||
Real Property | Type of Facility | ||
| Cleveland, Ohio | Corporate headquarters | ||
| Fontana, California | Distribution center, rubber shop, fluid power shop and service center | ||
| Newark, California | Fluid power shop | ||
| Denver, Colorado | Rubber shop and service center | ||
| Lenexa, Kansas | Fluid power shop | ||
| Chanhassen, Minnesota | Fluid power shop | ||
| Billings, Montana | Fluid power shop | ||
| Cleveland, Ohio | (two locations) | Offices and warehouse | |
| Elyria, Ohio | Product return center and service center | ||
| Portland, Oregon | Distribution center | ||
| Kent, Washington | Offices, fluid power shop, and service center | ||
| Longview, Washington | Service center, rubber shop and fluid power shop | ||
| Appleton, Wisconsin | Offices, service center, and rubber shop | ||
| Edmonton, Alberta | Service center and shop | ||
| Winnipeg, Manitoba | Distribution center and service center | ||
The properties in Newark, Lenexa, Chanhassen, and Billings are used in our fluid power businesses segment. The Fontana, Kent, and Longview properties are used in operations both in the service center-based distribution segment and the fluid power businesses segment. The remaining properties are used in the service center-based distribution segment.
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We consider our properties generally sufficient to meet our requirements for office space and inventory stocking. A service center’scenter's size is primarily influenced by the amount and types of inventory the service center requires to meet customers’customers' needs.
In recent years, when opening new operations, we have tended to lease rather than purchase real property. We do not consider any of our service center, distribution center, or shop propertiesproperty to be material, because we believe that, if it becomes necessary or desirable to relocate an operation, other suitable property could be found.
In addition to operating locations, we own or lease certain properties which in the aggregate are not material and are either for sale, lease, or sublease to third parties due to a relocation or closing. We also may lease or sublease to others unused portions of buildings.
Additional information regarding our properties is included in the 20112013 annual report to shareholders in note 1211 to the consolidated financial statements on page 30.statements. That information is incorporated here by reference.
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ITEM 3.LEGAL PROCEEDINGS.
Applied and/or one of its subsidiaries is a party to pending legal proceedings with respect to product liability, commercial, personal injury, and other matters. Although it is not possible to predict the outcome of these proceedings or the range of reasonably possible loss, we believe, based on circumstances currently known, that the likelihood is remote that the ultimate resolution of any of these proceedings will have, either individually or in the aggregate, a material adverse effect on Applied’sApplied's consolidated financial position, results of operations, or cash flows.
ITEM 4.MINE SAFETY DISCLOSURES.
EXECUTIVE OFFICERS OF THE REGISTRANT.
Applied's executive officers are elected by the Board of Directors for a term of one year, or until their successors are chosen and qualified, at the Board’sBoard's organizational meeting held following the annual meeting of shareholders. The following is a list of the executive officers and a description of their business experience during the past five years. Except as otherwise stated, the positions and offices indicated are with Applied, and the persons were elected to their current positions on October 26, 2010:23, 2012:
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| Name | Positions and Experience | Age | ||||
| 49 | ||||||
| Thomas E. Armold | Vice President-Marketing and Strategic Accounts | |||||
| 58 | ||||||
| Todd A. Barlett | Vice President-Acquisitions and Global Business Development | |||||
| 58 | ||||||
| Fred D. Bauer | Vice President-General Counsel & Secretary | |||||
| 47 | ||||||
| Mark O. Eisele | Vice President-Chief Financial Officer & Treasurer | 56 | ||||
| Carl E. Will | ||||||
| 43 | ||||||
Benjamin J. Mondics, formerly President & Chief Operating Officer, retired from Applied on August 16, 2013. Michael L. Coticchia, Vice President-Chief Human Resources Officer, resigned on July 1, 2013.
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PART II.
ITEM 5.MARKET FOR REGISTRANT’SREGISTRANT'S COMMON EQUITY, RELATED
STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
Applied's common stock, without par value, is listed for trading on the New York Stock Exchange with the ticker symbol “AIT.” Information concerning the principal market for Applied’sApplied's common stock, the quarterly stock prices and dividends for the fiscal years ended June 30, 2011, 2010,2013, 2012, and 20092011 and the number of shareholders of record as of August 5, 201115, 2013 is set forth in the 20112013 annual report to shareholders, on page 37, under the captions “Quarterly Operating Results” and “Quarterly Volume and Price Information,” and that information is incorporated here by reference.
The following table summarizes Applied’sApplied's repurchases of its common stock in the quarter ended June 30, 2011.2013.
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| (c) Total Number of | (d) Maximum Number | |||||||||||||||
| Shares Purchased as | of Shares that May | |||||||||||||||
| (a) Total | (b) Average | Part of Publicly | Yet Be Purchased | |||||||||||||
| Number of | Price Paid per | Announced Plans or | Under the Plans or | |||||||||||||
| Period | Shares (1) | Share ($) | Programs | Programs (2) | ||||||||||||
| April 1, 2011 to April 30, 2011 | 0 | — | 0 | 694,400 | ||||||||||||
| May 1, 2011 to May 31, 2011 | 0 | — | 0 | 694,400 | ||||||||||||
| June 1, 2011 to June 30, 2011 | 46,800 | 34.06 | 46,800 | 647,600 | ||||||||||||
| Total | 46,800 | 34.06 | 46,800 | 647,600 | ||||||||||||
| Period | (a) Total Number of Shares (1) | (b) Average Price Paid per Share ($) | (c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | (d) Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs (2) |
| April 1, 2013 to April 30, 2013 | 1,300 | 40.96 | 1,300 | 1,141,500 |
May 1, 2013 to May 31, 2013 | — | — | — | 1,141,500 |
June 1, 2013 to June 30, 2013 | — | — | — | 1,141,500 |
| Total | 1,300 | 40.96 | 1,300 | 1,141,500 |
| (1) | During the quarter ended June 30, |
| (2) | On |
ITEM 6.SELECTED FINANCIAL DATA.
The summary of selected financial data for the last five years is set forth in the 2011 annual reportExhibit 13 to shareholders in the table on pages 38 — 39this Form 10-K under the caption “10“5 Year Summary.” That information is incorporated here by reference.
ITEM 7.MANAGEMENT’SMANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.
“Management's Discussion and Analysis” is set forth in the 20112013 annual report to shareholders on pages 5 — 11 and is incorporated here by reference.
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ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK.
The disclosures about market risk required by this item are set forth in Applied’s 2011Applied's 2013 annual report to shareholders, on page 11, which information is incorporated here by reference. For more information relating to borrowing and interest rates, see the “Liquidity and Capital Resources” section of “Management’s“Management's Discussion and Analysis” and notesnote 5 and 6 to the consolidated financial statements in Applied’s 2011Applied's 2013 annual report to shareholders on pages 7 — 8,
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ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The following consolidated financial statements and supplementary data of Applied and its subsidiaries and the reports of the independent registered public accounting firm listed below, which are included in the 20112013 annual report to shareholders at the pages indicated, are incorporated here by reference and filed with this report:
| Page No. | |||||||
| Financial Statements: | |||||||
| Ÿ | |||||||
| 2011 | 14 | ||||||
| Ÿ | Statements of Consolidated Comprehensive Income for the Years Ended June 30, 2013, 2012, and 2011 | 15 | |||||
| Consolidated Balance Sheets at June 30, | 16 | ||||||
| Ÿ | |||||||
| 2011 | 17 | ||||||
| Ÿ | |||||||
| 2011 | 18 | ||||||
| Ÿ | |||||||
| 2011 | 19-37 | ||||||
| 38, 40 | |||||||
| Supplementary Data: | |||||||
| Ÿ | |||||||
| 41 | |||||||
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ITEM 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE.
ITEM 9A.CONTROLS AND PROCEDURES.
Applied's management, under the supervision and with the participation of the chief executive officer (CEO) and the chief financial officer (CFO), has evaluated the effectiveness of Applied’sthe company's disclosure controls and procedures, as defined in Exchange Act Rule 13a-15(e) of the Exchange Act,, as of the end of the period covered by this report. Based on that evaluation, management has concluded that the Company's disclosure controls and procedures are effective.
Applied has undertaken a multi-year project to transform our technology platforms and enhance our business information and transaction systems with SAP enterprise resource planning software. We have begun to implement SAP in parts of our Canadian and U.S. businesses to support both operating and accounting activities. The implementation at operating locations is expected to continue through fiscal year 2014. Changes in Applied's key business applications and financial processes as a result of the continuing implementation of SAP are being
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evaluated by management. We are designing processes and internal controls to address changes in internal control over financial reporting and the attestation reportas a result of the independent registered public accounting firm are set forth in the 2011 annual reportSAP implementation. This ongoing implementation presents transitional risks to shareholders on pages 35 — 36 and are incorporated here by reference.maintaining adequate internal controls over financial reporting.
Other than as described above, management has not identified anya change in internal control over financial reporting occurring during the fourth quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Management's annual report on Applied's internal control over financial reporting and the attestation report of the independent registered public accounting firm are set forth in the 2013 annual report to shareholders and are incorporated here by reference.
ITEM 9B.OTHER INFORMATION.
Applied's Board of Directors elected Neil A. Schrimsher, Chief Executive Officer, to the additional office of President, effective upon the retirement of Benjamin J. Mondics on August 16, 2013.
PART III.
ITEM 10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
The information required by this Item as to Applied’sApplied's directors is incorporated by reference to Applied’sApplied's proxy statement relating to the annual meeting of shareholders to be held October 25, 2011,29, 2013, under the caption “Item 1 —- Election of Directors.” The information required by this Item as to Applied’sApplied's executive officers has been furnished in this report on pages 16 — 17 in Part I, after Item 4, under the caption “Executive Officers of the Registrant.”
The information required by this Item regarding compliance with Section 16(a) of the Securities Exchange Act of 1934 is incorporated by reference to Applied’sApplied's proxy statement, under the caption “Section 16(a) Beneficial Ownership Reporting Compliance.”
Applied has a code of ethics, named the Code of Business Ethics, that applies to our employees, including our chief executive officer, chief operating officer, chief financial officer, and
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corporate controller. The Code of Business Ethics is posted via hyperlink at the investor relations area of ourwww.applied.comwebsite. In addition, amendments to and waivers from the Code of Business Ethics will be disclosed promptly at the same location.
Information regarding the composition of Applied’sApplied's audit committee and the identification of audit committee financial expert(s)experts serving on the audit committee is incorporated by reference to Applied’sApplied's proxy statement, under the caption “Corporate Governance.”
ITEM 11.EXECUTIVE COMPENSATION.
The information required by this Item is incorporated by reference to Applied’sApplied's proxy statement for the annual meeting of shareholders to be held October 25, 2011,29, 2013, under the captions “Executive Compensation” and “Compensation Committee Report.”
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ITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
Applied's shareholders have approved the following equity compensation plans: the 1997 Long-Term Performance Plan, the 2007 Long-Term Performance Plan, the 2011 Long-Term Performance Plan, the Deferred Compensation Plan, and the Deferred Compensation Plan for Non-Employee Directors. All of these plans are currently in effect.
The following table shows information regarding the number of shares of Applied common stock that may be issued pursuant to equity compensation plans or arrangements of Applied as of June 30, 2011.2013.
| Number of | Weighted- | |||||||||||
| Securities | Average | |||||||||||
| to be | Exercise | Number of | ||||||||||
| Issued upon | Price of | Securities | ||||||||||
| Exercise of | Outstanding | Remaining | ||||||||||
| Outstanding | Options, | Available for Future | ||||||||||
| Options, | Warrants | Issuance Under | ||||||||||
| Warrants and | and | Equity | ||||||||||
| Plan Category | Rights | Rights | Compensation Plans | |||||||||
| Equity compensation plans approved by security holders | 1,804,434 | 22.68 | * | |||||||||
| Equity compensation plans not approved by security holders | 0 | — | 0 | |||||||||
| Total | 1,804,434 | 22.68 | * | |||||||||
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| Plan Category | Number of Securities to be Issued upon Exercise of Outstanding Options, Warrants and Rights | Weighted- Average Exercise Price of Outstanding Options, Warrants and Rights | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans | |||
| Equity compensation plans approved by security holders | 1,080,260 | $28.79 | * | |||
| Equity compensation plans not approved by security holders | 0 | — | 0 | |||
| Total | 1,080,260 | $28.79 | * | |||
| * | The |
Information concerning the security ownership of certain beneficial owners and management is incorporated by reference to Applied’sApplied's proxy statement for the annual meeting of shareholders to be held October 25, 2011,29, 2013, under the caption “Beneficial Ownership“Holdings of Certain AppliedMajor Shareholders, Officers, and Management.Directors.”
ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS,
AND DIRECTOR INDEPENDENCE.
The information required by this Item is incorporated by reference to Applied’sApplied's proxy statement for the annual meeting of shareholders to be held October 25, 2011,29, 2013, under the caption “Corporate Governance.”
ITEM 14.PRINCIPAL ACCOUNTANT FEES AND SERVICES.
The information required by this Item is incorporated by reference to Applied’sApplied's proxy statement for the annual meeting of shareholders to be held October 25, 2011,29, 2013, under the caption “Item 5 —3 - Ratification of Auditors.”
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PART IV.
ITEM 15.EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a)1.Financial Statements.
The following consolidated financial statements, notes thereto, the reports of independent registered public accounting firm, and supplemental data are included in the 20112013 annual report to shareholders, on pages 12 — 34 and 36 — 37, and are incorporated by reference in Item 8 of this report.report:
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| Ÿ | Statements of Consolidated Income for the Years Ended June 30, 2013, 2012, and 2011 | |
| Ÿ | Statements of Consolidated Comprehensive Income for the Years Ended June 30, 2013, 2012, and 2011 | |
| Ÿ | Consolidated Balance Sheets at June 30, 2013 and 2012 | |
| Ÿ | Statements of Consolidated Cash Flows for the Years Ended June 30, 2013, 2012, and 2011 | |
| Ÿ | Statements of Consolidated Shareholders' Equity For the Years Ended June 30, 2013, 2012, and 2011 | |
| Ÿ | Notes to Consolidated Financial Statements for the Years Ended June 30, 2013, 2012, and 2011 | |
| Ÿ | Reports of Independent Registered Public Accounting Firm | |
| Ÿ | Supplementary Data: | |
| Ÿ | Quarterly Operating Results | |
(a)2.Financial Statement Schedule.
The following report and schedule are included in this Part IV, and are found in this report at the pages indicated:
| Page No. | |||||
| Report of Independent Registered Public Accounting Firm | 22 | ||||
| Ÿ | Schedule II | 23 | |||
All other schedules for which provision is made in the applicable accounting regulation of the Securities and Exchange Commission have been omitted because they are not required under the related instructions, are not applicable, or the required information is included in the consolidated financial statements and notes thereto.
(a)3.Exhibits.
| * | Asterisk indicates an executive compensation plan or arrangement. | ||
| Exhibit No. | Description | |
| 3.1 | Amended and Restated Articles of Incorporation of Applied Industrial Technologies, Inc., as amended on October 25, 2005 (filed as Exhibit 3(a) to |
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| 3.2 | Code of Regulations of Applied Industrial Technologies, Inc., as amended on October 19, 1999 (filed as Exhibit 3(b) to | |
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| 4.1 | Certificate of Merger of Bearings, Inc. (Ohio) and Bearings, Inc. (Delaware) filed with the Ohio Secretary of State on October 18, 1988, including an Agreement and Plan of Reorganization dated September 6, 1988 (filed as Exhibit 4(a) to | |
| 4.2 | Private Shelf Agreement dated as of November 27, 1996, as most recently amended on February 4, 2013, between Applied and Prudential Investment Management, Inc. (assignee of The Prudential Insurance Company of America), conformed to show all amendments (filed as Exhibit | |
| 4.3 | Credit Agreement dated as of | |
| *10.1 | ||
| A written description of | ||
| * | 10.2 | Deferred Compensation Plan for Non-Employee Directors (September 1, 2003 Restatement), the terms of which govern benefits vested as of December 31, 2004, for certain directors (filed as Exhibit |
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| 10(c) to | ||
| * | 10.3 | Deferred Compensation Plan for Non-Employee Directors (Post-2004 Terms) (filed as Exhibit 10.2 to |
| * | ||
| 10.4 | Form of Director and Officer Indemnification Agreement entered into between Applied and each of its directors and executive officers (filed as Exhibit 10(g) to | |
| * | ||
| * | ||
| *10.7 | Form of Change in Control Agreement between Applied and each of its executive officers, except for Neil A. Schrimsher and Carl E. Will (filed as Exhibit 99.1 to Applied's Form 8-K dated April 25, 2008, SEC File No. 1-2299, and incorporated here by reference). | |
| * | Key Executive Restoration Plan, as amended and restated, for Applied's executive officers and list of participants (filed as Exhibit 10.1 to Applied's Form 8-K dated August 16, 2013, SEC File No. 1-2299, and incorporated here by reference). | |
| *10.9 | Supplemental Executive Retirement Benefits Plan (Restated Post-2004 Terms) in which the executive officers, except for Neil A. Schrimsher and Carl E. Will, participate (filed as Exhibit 10.1 to | |
| *10.10 | First Amendment to the Applied Industrial Technologies, Inc. Supplemental Executive Retirement Benefits Plan (Restated Post-2004 Terms) (filed as Exhibit 10.1 to Applied's Form 8-K dated December 22, 2011, SEC File No. 1-2299, and incorporated here by reference). | |
| *10.11 | Second Amendment to the Applied Industrial Technologies, Inc. Supplemental Executive Retirement Benefits Plan (Restated Post-2004 Terms) (filed as Exhibit 10.1 to the Company's Form 8-K dated October 22, 2012, SEC File No. 1-2299, and incorporated here by reference). | |
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| *10.12 | Deferred Compensation Plan (September 1, 2003 Restatement), the terms of which govern benefits vested as of December 31, 2004, for |
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| * | 10.13 | First Amendment to Deferred Compensation Plan (September 1, 2003 Restatement) (filed as Exhibit 10 to |
| * | 10.14 | Deferred Compensation Plan (Post-2004 Terms) (filed as Exhibit 10.3 to |
| * | 10.15 | 1997 Long-Term Performance Plan, as amended April 19, 2007 (filed as Exhibit 10(k) to |
| * | 10.16 | Section 409A Amendment to the 1997 Long-Term Performance Plan (filed as Exhibit 10.4 to |
| * | 10.17 | 2007 Long-Term Performance Plan (filed as Exhibit 10 to |
| * | 10.18 | Section 409A Amendment to the 2007 Long-Term Performance Plan (filed as Exhibit 10.5 to |
| *10.19 | 2011 Long-Term Performance Plan (filed as Appendix to Applied's proxy statement for the annual meeting of shareholders held on October 25, 2011, SEC File No. 1-2299, and incorporated here by reference). | |
| * | 10.20 | Supplemental Defined Contribution Plan (January 1, 1997 Restatement) the terms of which govern benefits vested as of December 31, 2004, for certain executive officers (filed as Exhibit 10(m) to |
| * | 10.21 | First Amendment to Supplemental Defined Contribution Plan effective as of October 1, 2000 (filed as Exhibit 10(a) to |
| * | 10.22 | Second Amendment to Supplemental Defined Contribution Plan effective as of January 16, 2001 (filed as Exhibit 10(a) to |
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| * | 10.23 | Supplemental Defined Contribution Plan (Post-2004 Terms) (filed as Exhibit 10.6 to |
| * | 10.24 | Non-Statutory Stock Option Award Terms and Conditions (Directors) (filed as Exhibit 10 to |
| * | 10.25 | Restricted Stock Award Terms and Conditions (Directors) (filed as Exhibit |
| * | 10.26 | Stock Appreciation Rights Award Terms and Conditions (Officers) (August 2011 revision) (filed as Exhibit 10.02 to |
| * | 10.27 | Performance |
| * |
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| *10.29 | Management Incentive Plan General Terms (filed as Exhibit 10.01 to Applied's Form 8-K dated August 9, 2012, SEC File No. 1-2299, and incorporated here by reference). | |
| * | ||
| * | ||
| *10.32 | Amendment to Severance Agreement for Neil A. Schrimsher (filed as Exhibit 10.2 to Applied's Form 8-K dated October 22, 2012, SEC File No. 1-2299, and incorporated here by reference). | |
| *10.33 | Change in Control Agreement for Neil A. Schrimsher (filed as Exhibit 10.3 to Applied's Form 8-K dated October 31, 2011, SEC File No. 1-2299, and incorporated here by reference). | |
| * | ||
| * | ||
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| * | 10.36 | Non-qualified Deferred Compensation Agreement between Applied and J. Michael Moore effective as of December 31, 1997 (filed as Exhibit 10(a) to |
| *10.37 | Executive Retirement Agreement between Applied and Benjamin J. Mondics. | |
| 10.38 | Lease dated as of March 1, 1996 between Applied and the Cleveland-Cuyahoga County Port Authority (filed as Exhibit 10(n) to | |
| 13 | ||
| 21 | ||
| 23 | Consent of Independent Registered Public Accounting Firm. | |
| 24 | Powers of attorney. | |
| 31 | Rule 13a-14(a)/15d-14(a) certifications. | |
| 32 | Section 1350 certifications. | |
| 101.INS | XBRL Instance Document | |
| XBRL Taxonomy Extension Schema Document | ||
| XBRL | ||
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document | |
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Applied will furnish a copy of any exhibit described above and not contained herein upon payment of a specified reasonable fee, which shall be limited to Applied’sApplied's reasonable expenses in furnishing the exhibit.
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders of
Applied Industrial Technologies, Inc.
Cleveland, Ohio
We have audited the consolidated financial statements of Applied Industrial Technologies, Inc. and subsidiaries (the “Company”"Company") as of June 30, 20112013 and 2010,2012, and for each of the three years in the period ended June 30, 2011,2013, and the Company’sCompany's internal control over financial reporting as of June 30, 2011,2013, and have issued our reports thereon dated August 17, 2011;20, 2013; such consolidated financial statements and reports are included in your 20112013 Annual Report to Shareholders and are incorporated herein by reference. Our audits also included the consolidated financial statement schedule of the Company listed in Item 15.15(a)2. This consolidated financial statement schedule is the responsibility of the Company’sCompany's management. Our responsibility is to express an opinion based on our audits. In our opinion, such consolidated financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.
Cleveland, Ohio
August 17, 201120, 2013
30
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APPLIED INDUSTRIAL TECHNOLOGIES, INC. & SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS
YEARS ENDED JUNE 30, 2011, 20102013, 2012 AND 20092011
(in thousands)
| COLUMN A | COLUMN B | COLUMN C | COLUMN D | COLUMN E | ||||||||||||||||
| ADDITIONS | ||||||||||||||||||||
| ADDITIONS | (DEDUCTIONS) | |||||||||||||||||||
| BALANCE AT | CHARGED TO | CHARGED TO | DEDUCTIONS | BALANCE | ||||||||||||||||
| BEGINNING | COSTS AND | OTHER | FROM | AT END OF | ||||||||||||||||
| DESCRIPTION | OF PERIOD | EXPENSES | ACCOUNTS | RESERVE | PERIOD | |||||||||||||||
| YEAR ENDED JUNE 30, 2011: | ||||||||||||||||||||
| Reserve deducted from assets to which it applies — accounts receivable allowances | $ | 6,379 | $ | 2,029 | $ | 111 | (A) | $ | 1,503 | (B) | $ | 7,016 | ||||||||
| YEAR ENDED JUNE 30, 2010: | ||||||||||||||||||||
| Reserve deducted from assets to which it applies — accounts receivable allowances | $ | 6,464 | $ | 2,508 | ($95) | (A) | $ | 2,498 | (B) | $ | 6,379 | |||||||||
| YEAR ENDED JUNE 30, 2009: | ||||||||||||||||||||
| Reserve deducted from assets to which it applies — accounts receivable allowances | $ | 6,119 | $ | 4,540 | $ | 18 | (A) | $ | 4,213 | (B) | $ | 6,464 | ||||||||
| COLUMN A | COLUMN B | COLUMN C | COLUMN D | COLUMN E | ||||||||||||||||||
| DESCRIPTION | BALANCE AT BEGINNING OF PERIOD | ADDITIONS CHARGED TO COSTS AND EXPENSES | ADDITIONS (DEDUCTIONS) CHARGED TO OTHER ACCOUNTS | DEDUCTIONS FROM RESERVE | BALANCE AT END OF PERIOD | |||||||||||||||||
| YEAR ENDED JUNE 30, 2013: | ||||||||||||||||||||||
| Reserve deducted from assets to which it applies — accounts receivable allowances | $ | 8,332 | $ | 2,267 | $ | (104 | ) | (A) | $ | 2,758 | (B) | $ | 7,737 | |||||||||
| YEAR ENDED JUNE 30, 2012: | ||||||||||||||||||||||
| Reserve deducted from assets to which it applies — accounts receivable allowances | $ | 7,016 | $ | 3,915 | $ | 122 | (A) | $ | 2,721 | (B) | $ | 8,332 | ||||||||||
| YEAR ENDED JUNE 30, 2011: | ||||||||||||||||||||||
| Reserve deducted from assets to which it applies — accounts receivable allowances | $ | 6,379 | $ | 2,029 | $ | 111 | (A) | $ | 1,503 | (B) | $ | 7,016 | ||||||||||
| (A) | Amounts represent reserves for the return of merchandise by customers. |
| (B) | Amounts represent uncollectible accounts charged off. |
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SIGNATURES
Pursuant to the requirements of Section 13 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.
APPLIED INDUSTRIAL TECHNOLOGIES, INC.
| /s/ | /s/ | |||
Neil A. Schrimsher President & Chief | Mark O. Eisele Vice President-Chief Financial Officer & Treasurer | |||
| /s/ | ||||
Daniel T. Brezovec Corporate Controller (Principal Accounting Officer) | ||||
Date: August 17, 201120, 2013
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the date indicated.
| * | * | |
| * | * | |
| Peter A. Dorsman, Director | ||
| * | * | |
| Edith Kelly-Green, Director | Dan P. Komnenovich, Director | |
| * | * | |
| John F. Meier, Director and Chairman | ||
| | J. Michael Moore, Director | |
| * | /s/ | |
| Vincent K. Petrella, Director | Neil A. Schrimsher, President & Chief Executive Officer and Director | |
| * | * | |
| Dr. Jerry Sue Thornton, Director | ||
| /s/ Fred D. Bauer | ||||
| Fred D. Bauer, as attorney in fact | ||||
| for persons indicated by “*” | ||||
Date: August 17, 201120, 2013