1.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10Q
[X]Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 for the quarterly period
ended June 30, 1997.
Commission File No. 1-1169
THE TIMKEN COMPANY
Exact name of registrant as specified in its charter
Ohio 34-0577130
State or other jurisdiction of I.R.S. Employer
incorporation or organization Identification No.
1835 Dueber Avenue, S.W., Canton, Ohio 44706-2798
Address of principal executive offices Zip Code
(330) 438-3000
Registrant's telephone number, including area code
Not Applicable
Former name, former address and former fiscal year if changed
since last report.
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,
and (2) has been subject to such filing requirements for the past
90 days.
YES X NO
___ ___
Common shares outstanding at June 30, 1997, 62,952,894.
PART I. FINANCIAL INFORMATION 2.
THE TIMKEN COMPANY AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
(Unaudited)
June 30 Dec. 31
1997 1996
ASSETS
Current Assets (Thousands of dollars)
Cash and cash equivalents......................... $9,906 $5,342
Accounts receivable, less allowances,
(1997-$7,581; 1996-$7,062)........................ 363,684 313,932
Deferred income taxes............................. 55,307 54,852
Inventories (Note 2) ............................. 425,597 419,507
------ ------
Total Current Assets.................... 854,494 793,633
Property, Plant and Equipment..................... 2,544,059 2,483,200
Less allowances for depreciation................. 1,423,980 1,388,871
------ ------
1,120,079 1,094,329
Costs in excess of net assets of acquired business,
less amortization, (1997-$20,842; 1996-$18,670)... 127,877 125,018
Deferred income taxes............................. 13,578 3,803
Other assets...................................... 62,617 54,555
------ ------
Total Assets................................ $2,178,645 $2,071,338
========= =========
LIABILITIES
Current Liabilities
Accounts payable and other liabilities............ $242,985 $237,020
Short-term debt and commercial paper.............. 185,695 136,830
Accrued expenses.................................. 138,565 154,098
------ ------
Total Current Liabilities............... 567,245 527,948
Noncurrent Liabilities
Long-term debt (Note 3) .......................... 142,688 165,835
Accrued pension cost.............................. 82,918 56,568
Accrued postretirement benefits cost.............. 400,594 398,759
------ ------
626,200 621,162
Shareholders' Equity (Note 4)
Common stock...................................... 321,835 315,966
Earnings invested in the business................. 684,417 619,061
Cumulative foreign currency translation adjustment (21,052) (12,799)
------ ------
Total Shareholders' Equity.............. 985,200 922,228
Total Liabilities and Shareholders' Equity.. $2,178,645 $2,071,338
========= =========
PART I. FINANCIAL INFORMATION 3.
Continued
THE TIMKEN COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
Six Months Ended Three Months Ended
June 30 June 30 June 30 June 30
1997 1996 1997 1996
------ ------ ------ ------
(Thousands of dollars, except per share data)
Net sales........................... $1,316,587 $1,197,507 $676,003 $601,553
Cost of product sold................ 995,856 915,903 508,484 459,164
------ ------ ------ ------
Gross Profit..................... 320,731 281,604 167,519 142,389
Selling, administrative and general 161,974 157,134 84,220 78,217
------ ------ ------ ------
Operating Income................. 158,757 124,470 83,299 64,172
Interest expense.................... (11,053) (7,734) (5,588) (4,059)
Other - net......................... (6,711) (5,061) (3,710) (2,281)
------ ------ ------ ------
Other Income (Expense)........... (17,764) (12,795) (9,298) (6,340)
Income Before Income Taxes....... 140,993 111,675 74,001 57,832
Provision for Income Taxes (Note 5). 54,987 43,553 29,061 23,308
------ ------ ------ ------
Net Income....................... $86,006 $68,122 $44,940 $34,524
====== ====== ====== ======
Net Income Per Share * .......... $1.37 $1.08 $0.72 $0.55
====== ====== ====== ======
Dividends Per Share.............. $0.66 $0.60 $0.33 $0.30
====== ====== ====== ======
* Per average shares outstanding.... 62,616,397 62,866,576 62,751,517 62,961,224
PART I. FINANCIAL INFORMATION Continued 4.
THE TIMKEN COMPANY AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
Six Months Ended
Cash Provided (Used) June 30 June 30
1997 1996
------ ------
OPERATING ACTIVITIES (Thousands of dollars)
Net Income.............................................. $86,006 $68,122
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization.......................... 66,753 62,268
Provision (credit) for deferred income taxes........... (7,184) (1,141)
Stock issued in lieu of cash to employee benefit plans. 12,496 3,240
Changes in operating assets and liabilities:
Accounts receivable................................... (54,081) (38,513)
Inventories and other assets.......................... (17,147) (41,645)
Accounts payable and accrued expenses................. 21,913 29,687
Foreign currency translation.......................... (305) (267)
------ ------
Net Cash Provided (Used) by Operating Activities..... 108,451 81,751
INVESTING ACTIVITIES
Purchases of property, plant and equipment - net....... (70,687) (71,323)
Purchase of subsidiaries............................... (36,515) (39,249)
------ ------
Net Cash Provided (Used) by Investing Activities..... (107,202) (110,572)
FINANCING ACTIVITIES
Cash dividends paid to shareholders.................... (17,915) (14,761)
Purchase of Treasury Shares............................ (9,361) 0
Payments on long-term debt............................. (125) (126)
Proceeds from issuance of long-term debt............... 0 0
Short-term debt activity - net......................... 31,189 43,389
------ ------
Net Cash Provided (Used) by Financing Activities..... 3,788 28,502
Effect of exchange rate changes on cash................. (473) (74)
Increase or (Decrease) in Cash and Cash Equivalents..... 4,564 (393)
Cash and Cash Equivalents at Beginning of Period........ 5,342 7,262
------ ------
Cash and Cash Equivalents at End of Period.............. $9,906 $6,869
====== ======
PART I. NOTES TO FINANCIAL STATEMENTS (Unaudited) 5.
Note 1 -- Basis of Presentation
The accompanying consolidated condensed financial statements (unaudited) have
been prepared in accordance with the instructions to Form 10-Q and do not
include all of the information and footnotes required by generally accepted
accounting principles for complete financial statements. In the opinion of
management, all adjustments (consisting of normal recurring accruals) and
disclosures considered necessary for a fair presentation have been included.
For further information, refer to the consolidated financial statements and
footnotes included in the company's annual report on Form 10-K for the year
ended December 31, 1996.
6/30/97 12/31/96
Note 2 -- Inventories ------ ------
(Thousands of dollars)
Finished products $132,472 $137,666
Work-in-process and raw materials 254,560 241,691
Manufacturing supplies 38,565 40,150
------ ------
$425,597 $419,507
====== ======
Note 3 -- Long-term Debt 6/30/97 12/31/96
------ ------
(Thousands of dollars)
7-1/2% State of Ohio Pollution Control
Revenue Refunding Bonds, maturing on
January 1, 2002 $17,000 $17,000
State of Ohio Water Development Revenue
Refunding Bond, maturing on May 1, 2007.
The variable interest rate is tied to the
bank's tax exempt weekly interest rate.
The rate at June 30, 1997 is 4.15%. 8,000 8,000
State of Ohio Air Quality and Water Development
Revenue Refunding Bonds, maturing on
June 1, 2001. The variable interest rate
is tied to the bank's tax exempt weekly
interest rate. The rate at June 30, 1997
is 4.15% 21,700 21,700
Fixed Rate Medium-Term Notes, Series A, due at
various dates through October, 2026 with
interest rates ranging from 6.78% to 9.25% 148,000 148,000
Other 1,404 1,531
------ ------
196,104 196,231
Less: Current Maturities 53,416 30,396
------ ------
$142,688 $165,835
====== ======
PART I. NOTES TO FINANCIAL STATEMENTS (Unaudited) 6.
Continued
Note 4 -- Shareholders' Equity 06/30/97 12/31/96
------ ------
Class I and Class II serial preferred stock (Thousands of dollars)
without par value:
Authorized -- 10,000,000 shares each class
Issued - none $0 $0
Common Stock without par value:
Authorized -- 200,000,000 shares
Issued (including shares in treasury)
1997 - 63,050,303 shares
1996 - 63,050,402 shares
Stated Capital 53,064 53,064
Other paid-in capital 270,692 270,840
Less cost of Common Stock in treasury
1997 - 97,409 shares
1996 - 403,512 shares 1,921 7,938
------ ------
$321,835 $315,966
====== ======
An analysis of the change in capital and earnings invested in the business is as follows:
Common Stock
-------------------- Earnings Foreign
Other Invested Currency
Stated Paid-In in the Translation Treasury
Capital Capital Business Adjustment Stock Total
------ ------ ------ ------ ------ ------
(Thousands of dollars)
Balance December 31, 1996 $53,064 $270,840 $619,061 ($12,799) ($7,938) $922,228
Net Income 86,006 86,006
Dividends paid - $.66 per share (20,650) (20,650)
Employee benefit and dividend reinvestment plans: (148) 6,017 5,869
Treasury -(issued)/acquired (306,103) shares
Common Stock - issued/(acquired) (99) shares
Foreign currency translation adjustment (8,253) (8,253)
------ ------ ------ ------ ------ ------
Balance June 30, 1997 $53,064 $270,692 $684,417 ($21,052) ($1,921) $985,200
====== ====== ====== ====== ====== ======
PART I. NOTES TO FINANCIAL STATEMENTS 7.
(Unaudited) Continued
Note 5 -- Income Tax Provision Six Months Ended Three Months Ended
June 30 June 30 June 30 June 30
1997 1996 1997 1996
------ ------ ------ ------
U.S. (Thousands of dollars)
Federal $40,693 $33,824 $21,244 $18,465
State & Local 7,424 5,522 4,201 2,752
Foreign 6,870 4,207 3,616 2,091
------ ------ ------ ------
$54,987 $43,553 $29,061 $23,308
====== ====== ====== ======
Taxes provided exceed the U.S. statutory rate primarily
due to losses without current tax benefits and state
and local taxes.
Note 6 -- Earnings Per Share
In February 1997, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 128, "Earnings Per
Share," which is required to be adopted on December 31, 1997. At
that time, the company will be required to change the method currently
used to compute earnings per share and to restate all prior periods.
Under the new requirements for calculating basic earnings per share,
the dilutive effect of stock options will be excluded. The company
has determined that under SFAS No. 128 the "basic" earnings per share
will be the same as the previously calculated "primary" earnings per
share because common stock equivalents had previously been excluded
due to the lack of materially. The calculation of "diluted" earnings
per share under SFAS No. 128 will not materially differ from the
previously calculated "fully-diluted" earnings per share as reflected
in Exhibit 11 to this Form 10-Q.
8.
Management's Discussion and Analysis of Financial Condition and
Results of Operations
Results of Operations
The Timken Company achieved continued strong financial performance
in the second quarter of 1997 as again the company achieved record
quarterly sales and earnings. Successful growth and cost
reduction initiatives fueled the continuing strong financial
performance.
Net sales for the second quarter were $676 million, an increase of
12.4% above 1996's second quarter record level of $601.6 million.
The company achieved stronger North American automotive, industrial
and aerospace bearing sales in the second quarter of 1997. Steel
markets were also strong, especially in the industrial and oil and
gas drilling markets. In addition, the company's Steel Parts
Business continued to generate substantial growth with a year-to-
date increase of approximately 25%. Also contributing to the
quarter-to-quarter growth were sales by businesses acquired during
the past 12 months.
Gross profit for 1997's second quarter was $167.5 million (24.8% of
net sales) compared to $142.4 million (23.7% of net sales) in the
same period a year ago. The company's continuous improvement
activities continued to help lower manufacturing costs in existing
operations. The company has more than met its stated goal of $200
million in annual manufacturing cost savings based on 1993 volume
levels. The increase in sales also contributed to the second
quarter improvement in earnings.
Selling, administrative, and general expenses were $84.2 million
(12.5% of net sales) in the second quarter of 1997 compared to $78.2
million (13% of net sales) in 1996. Despite increased investment in
corporate research and the company's more recent acquisitions, the
company reduced its selling, administrative, and general expenses as
a percent of sales by .5%.
Interest expense was $1.5 million higher in the second quarter of
1997 compared to the year-ago period due to a higher average level of
debt outstanding during the quarter.
Bearing Business net sales were $444.9 million in the second quarter
of 1997, an increase of $41.4 million compared to $403.5 million in
the year-earlier period. The Bearing Business achieved higher North
American automotive, industrial and aftermarket sales and increased
9.
Management's Discussion and Analysis of Financial Condition and
Results of Operations (Cont.)
volumes in its super-precision business in the second quarter of
1997. Sales in Europe were also higher in the second quarter than
the year-earlier period. In addition, sales from the business'
recently acquired bearing companies, Gnutti Cuscinetti, S.r.l (a
Timken Italia subsidiary), and Handpiece Headquarters (a MPB
Corporation subsidiary), contributed to the increase.
Bearing Business operating income rose to $49 million in 1997's
second quarter compared to $36 million reported in the second quarter
of 1996. The higher sales volume, which contributed to higher
utilization of plant manufacturing capacity, had a positive impact on
the second quarter's operating income. Also contributing to the
higher operating income were cost reductions in manufacturing
attributable to the company's continuous improvement efforts.
Steel Business sales were $231.1 million in the second quarter of
1997 compared to $198 million recorded a year earlier. The sales
increase resulted from strong demand in most markets, especially in
the oil tool and industrial markets. Both steel tubes and bars are
being produced at higher levels with existing equipment, which has
helped satisfy the higher demand. During the second quarter, the
company was also successful in capturing additional sales in its
Steel Parts Business. Sales from Houghton & Richards, Inc. and
Sanderson Special Steels Ltd., recently acquired subsidiaries of
Latrobe Steel Company, also contributed to higher second quarter
sales.
Steel Business operating income in the second quarter of 1997 was
$34.3 million, up from the $28.2 million in the year-earlier period.
This increase resulted primarily from the business' continuous
improvement initiatives which resulted in lower manufacturing costs
and new levels of output. The price of recycled scrap metal in the
second quarter of 1997 was also lower than the year-ago period.
Financial Condition
Total assets increased by $107.3 million from December 31, 1996.
The increase resulted in part from higher accounts receivable and
inventories. The $54.1 million increase in accounts receivable, as
reflected in the Consolidated Condensed Statements of Cash Flows,
relates primarily to the increase in sales; however, the number of
days' sales in receivables at June 30, 1997, was slightly higher
than the year-end 1996 level. Inventories and other assets
10.
Management's Discussion and Analysis of Financial Condition and
Results of Operations (Cont.)
increased by $17.1 million compared to year-end 1996. The increase
in inventories relates to the higher level of activity as days of
inventory decreased from year-end 1996 by approximately 4%. The
company continues to emphasize the importance of cash flow by
improving working capital usage, especially focusing on lowering
inventory levels.
Debt of $328.4 million at the end of the second quarter of 1997
exceeded the $302.7 million at year-end 1996. During the six months
ended June 30, 1997, cash was required primarily to fund the
company's investing activities. The company expects debt to decline
by year-end 1997. Any future cash needs that exceed cash generated
from operations will be met by added short-term borrowing and
issuance of medium-term notes. In July, the company secured
$24 million of financing through solid waste revenue bonds issued by
the Ohio Water Development Authority. The proceeds of these low-
rate municipal bonds will be loaned by the Authority to the company
to provide a portion of the funds to acquire, construct, install,
equip or improve certain property comprising solid waste disposal
facilities located at the company's Harrison Steel Plant in Canton,
Ohio. The bonds bear interest at a weekly variable rate and mature
on July 1, 2032.
The 25% debt to total capital ratio was slightly higher than the
24.7% at year-end 1996. Debt increased by $25.7 million during the
first six months of 1997; total shareholders' equity increased by
$63 million.
Purchases of property, plant and equipment - net during the six
months ended June 30, 1997, were $70.7 million compared to $71.3
million one year earlier. The company also invested $36.5 million
in the purchase of subsidiaries. The company continues to invest in
activities consistent with the strategies it is pursuing to achieve
industry leadership positions. Further capital investments in
technologies in the company's plants throughout the world and new
acquisitions provide Timken with the opportunity to accelerate growth
and strengthen its positions in new and existing markets.
On May 15, 1997, Timken announced its acquisition of the assets of
Handpiece Headquarters, Inc., in Orange, California. This company
repairs and rebuilds a variety of dental handpieces for dentists and
other customers. The new Handpiece Headquarters will operate as a
subsidiary of MPB Corporation, a Timken Company subsidiary.
11.
Management's Discussion and Analysis of Financial Condition and
Results of Operations (Cont.)
On May 18, 1997, the company announced plans to establish a
bearing repair and reconditioning center in Mexico as part of its
Timken de Mexico operations. The new bearing service unit will
focus on reconditioning railroad bearings used in locomotives and
freight cars. It is expected that the new bearing reconditioning
unit will be completely operational by year end 1997.
On May 29, 1997, the company reached an early new labor agreement
with the 4,500 production and maintenance workers at the company's
Canton, Wooster, and Columbus, Ohio plants which are represented
by the United Steelworkers of America (AFL-CIO). The new
agreement replaces the current contract which expires in September
1997, and extends through September 24, 2000.
On May 30, 1997, the company announced the merger of two of its
tool steel service center subsidiaries, Ohio Alloy Steels
Corporation in Youngstown, Ohio, and Houghton & Richards
Corporation (H&R), headquartered in Marlborough, Massachusetts.
The new company, OH&R Special Steels Company, will remain a
subsidiary of Latrobe Steel Company, a specialty steel
manufacturer which has operated as a Timken Company subsidiary
since 1975. This merger represents a consolidation of the
company's distribution services, offering a more complete product
line to the its steel customers and allowing greater market
efficiencies.
On July 10, 1997, the company announced that it is investing $20
million to expand its Asheboro Bearing Plant, located in Randolph
County, North Carolina. The expansion allows the company to
increase its capacity and use of the special business and
manufacturing practices of the Asheboro plant. This will help the
company to grow more profitably in markets that value
differentiated products and services.
On July 23, 1997, the company announced that it had acquired the
aerospace bearing operations of The Torrington Company Limited,
located in Wolverhampton, England. The acquired aerospace bearing
business serves the European commercial and military aircraft
industry and is ISO 9001 certified. It employs more than 100
people, and its 1996 sales were less than $10 million.
On August 1, 1997, the Board of Directors declared a quarterly cash
dividend of 16.5 cents per share payable September 2, 1997,
12.
Management's Discussion and Analysis of Financial Condition and
Results of Operations (Cont.)
to shareholders of record at the close of business on August 15,
1997.
The statements set forth in this document that are not historical
in nature are forward-looking statements. The company cautions
readers that actual results may differ materially from those
projected or implied in forward-looking statements made by or on
behalf of the company due to a variety of important factors, such
as:
a) changes in world economic conditions. This includes, but is
not limited to, the potential instability of governments and
legal systems in countries in which the company conducts
business, and significant changes in currency valuations.
b) changes in customer demand on sales and product mix. This
includes the effect of customer strikes and the impact of
changes in industrial business cycles.
c) competitive factors, including changes in market penetration
and the introduction of new products by existing and new
competitors.
d) changes in operating costs. This includes the effect of
changes in the company's manufacturing processes; changes in
costs associated with varying levels of operations; changes
resulting from inventory management initiatives and
different levels of customer demands; the effects of
unplanned work stoppages; changes in the cost of labor and
benefits; and the cost and availability of raw materials and
energy.
e) the success of the company's operating plans, including its
ability to achieve the benefits from its on-going continuous
improvement programs, its ability to integrate acquisitions
into company operations, the ability of recently acquired
companies to meet satisfactory operating results and the
company's ability to maintain appropriate relations with
unions that represent company associates in certain
locations in order to avoid disruptions of business.
f) unanticipated litigation, claims or assessments. This
includes, but is not limited to, claims or problems related
to product warranty and environmental issues.
13.
Part II. OTHER INFORMATION
Item 1. Legal Proceedings
The company has completed negotiations with the Ohio Attorney
General's office regarding alleged violations of the company's
NPDES water discharge permits at its Canton, Ohio, location.
The matter was settled for an amount that is not material to
the company's financial condition or results of operations.
Item 2. Changes in Securities
Not applicable.
Item 3. Defaults Upon Senior Securities
Not applicable.
Item 4. Submission of Matters to a Vote of Security Holders
Not applicable.
Item 5. Other Information
Not applicable.
Item 6. Exhibits and Reports on Form 8-K
(a). Exhibits
11 Computation of Per Share Earnings
27 Article 5
14.
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.
The Timken Company
_______________________________
Date August 13, 1997 BY /s/ Joseph F. Toot, Jr.
________________________ _______________________________
Joseph F. Toot, Jr.,
Director; President and
Chief Executive Officer
Date August 13, 1997 BY /s/ G. E. Little
________________________ _______________________________
G. E. Little
Vice President - Finance