1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _________________________ FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Quarter Ended September 30, 1994 _________________________ Commission File Number 1-5690 GENUINE PARTS COMPANY ------------------------------------------------------ (Exact name of registrant as specified in its charter) GEORGIA 58-0254510 ------------------------------- ------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 2999 CIRCLE 75 PARKWAY, ATLANTA, GEORGIA 30339 - - ---------------------------------------- ---------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (404) 953-1700 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes Y 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). 123,321,551 ------------------------ (Shares of Common Stock) 1 2 FORM 10-Q PART 1 - Financial Information Item 1 - Financial Statements GENUINE PARTS COMPANY and SUBSIDIARIES CONSOLIDATED CONDENSED BALANCE SHEETS ASSETS Sept. 30, Dec. 31, ------ 1994 1993 --------- -------- (Unaudited) CURRENT ASSETS (dollars in thousands) - - -------------- Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . $ 110,952 $ 123,231 Short-term investments . . . . . . . . . . . . . . . . . . . . . . . . . . 35,378 64,599 Trade accounts and notes receivable, less allowance for doubtful accounts (1994-$8,665; 1993-$1,582) . . . . . . . . . . . . . . . 517,301 428,911 Inventories - at lower of cost (substantially last-in, first-out method) or market . . . . . . . . . . . . . . . . . . . . . . . . . 894,395 879,154 Prepaid and other current items . . . . . . . . . . . . . . . . . . . . . . . . 11,996 10,299 --------- ---------- TOTAL CURRENT ASSETS . . . . . . . . . . . . . . . . . . . . . . . 1,570,022 1,506,194 Investments and other assets . . . . . . . . . . . . . . . . . . . . . . . . . . 137,672 133,364 Total property, plant and equipment, less allowance for depreciation (1994-$192,455; 1993-$185,101) . . . . . . . . . . . . . . . 247,020 231,198 --------- --------- $ 1,954,714 $ 1,870,756 ========= ========= LIABILITIES AND SHAREHOLDERS' EQUITY ------------------------------------ CURRENT LIABILITIES - - ------------------- Accounts and notes payable . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 286,549 $ 258,949 Income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13,039 11,688 Other current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . 91,301 82,835 ---------- --------- TOTAL CURRENT LIABILITIES . . . . . . . . . . . . . . . . . . . . 390,889 353,472 Long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12,899 12,265 Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20,365 37,980 Minority interests in subsidiaries . . . . . . . . . . . . . . . . . . . . . . . 24,201 21,776 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 - 1994: 123,321,551; 1993: 124,282,289 . . . . . . . . . . 123,322 124,282 Additional paid-in capital . . . . . . . . . . . . . . . . . . . . . . . . . . . -0- 2,566 Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,383,038 1,318,415 --------- --------- TOTAL SHAREHOLDERS' EQUITY . . . . . . . . . . . . . . . . . . . . 1,506,360 1,445,263 --------- --------- $ 1,954,714 $ 1,870,756 ========= ========= See notes to consolidated condensed financial statements. 2 3 FORM 10-Q GENUINE PARTS COMPANY and SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (Unaudited) Three Months Ended Sept. 30, Nine Months Ended Sept. 30, ---------------------------- --------------------------- 1994 1993 1994 1993 ---- ---- ---- ---- (000 omitted except per share data) Net Sales . . . . . . . . . . . . . . . . . . . . . $1,268,417 $1,144,839 $3,650,293 $3,288,929 Cost of goods sold . . . . . . . . . . . . . . . . 886,137 797,440 2,558,739 2,304,827 --------- --------- --------- --------- 382,280 347,399 1,091,554 984,102 Selling, administrative & other expenses . . . . . 262,732 239,301 752,494 678,899 --------- --------- --------- --------- Income before income taxes and cumulative effect of changes in accounting principles 119,548 108,098 339,060 305,203 Income taxes - Note C . . . . . . . . . . . . . . . 46,624 45,079 132,234 119,888 --------- --------- --------- --------- Income before cumulative effect of changes in accounting principles . . . . . . . . . 72,924 63,019 206,826 185,315 Cumulative effect of changes in accounting principles, net of tax - Note B . . . . . . -- -- -- (1,055) --------- --------- --------- --------- NET INCOME . . . . . . . . . . . . . . . . . . . . $ 72,924 $ 63,019 $ 206,826 $ 184,260 ========= ========= ========= ========= Average common shares outstanding . . . . . . . . . 124,257 124,227 124,408 124,204 ========= ========= ========= ========= Net income per common share . . . . . . . . . . . . $ .59 $ .51 $ 1.66 $ 1.48 ========= ========= ========= ========= Dividends declared per common share . . . . . . . . $ .2875 $ .265 $ .8625 $ .795 ========= ========= ========= ========= See notes to consolidated condensed financial statements. 3 4 FORM 10-Q GENUINE PARTS COMPANY and SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (Unaudited) Nine Months Ended Sept. 30, --------------- (000 omitted) 1994 1993 ---- ---- OPERATING ACTIVITIES: Net income . . . . . . . . . . . . . . . . . . . . . . . . . . $ 206,826 $ 184,260 Adjustment to reconcile net income to net cash provided by operating activities: Depreciation and amortization . . . . . . . . . . . . . . 27,466 25,907 Other . . . . . . . . . . . . . . . . . . . . . . . . . . 2,425 2,219 Changes in operating assets and liabilities: Trade accounts receivable . . . . . . . . . . . . . . (88,390) (59,615) Merchandise inventories . . . . . . . . . . . . . . . (15,241) (25,142) Trade accounts payable . . . . . . . . . . . . . . . 27,600 26,539 Income taxes payable . . . . . . . . . . . . . . . . 3,460 (2,165) Other operating assets and liabilities . . . . . . . 4,167 8,315 --------- --------- NET CASH PROVIDED BY OPERATING ACTIVITIES . . . . . . . . . . . . . 168,313 160,318 INVESTING ACTIVITIES: Sales (Purchases) of short-term investments, net . . . . . . . 29,221 (60,960) Purchase of property, plant and equipment . . . . . . . . . . (45,238) (43,082) Other investing activities . . . . . . . . . . . . . . . . . . (20,063) (2,107) --------- --------- NET CASH USED IN INVESTING ACTIVITIES . . . . . . . . . . . . . . . (36,080) (106,149) FINANCING ACTIVITIES: Dividends paid . . . . . . . . . . . . . . . . . . . . . . . . (104,520) (96,925) Purchase of stock . . . . . . . . . . . . . . . . . . . . . . (42,633) -0- Other financing activities . . . . . . . . . . . . . . . . . . 2,641 1,506 --------- --------- NET CASH USED IN FINANCING ACTIVITIES . . . . . . . . . . . . (144,512) (95,419) --------- --------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS . . . . . (12,279) (41,250) --------- --------- CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD . . . . . . . 123,231 168,019 --------- --------- CASH AND CASH EQUIVALENTS AT END OF PERIOD . . . . . . . . . . $ 110,952 $ 126,769 ========= ========= See notes to consolidated condensed financial statements. 4 5 FORM 10-Q NOTES TO FINANCIAL STATEMENTS Note A - Basis of Presentation The accompanying unaudited consolidated condensed financial statements have been prepared in accordance with the instructions to Form 10-Q and therefore do not include all information and footnotes necessary for a fair presentation of financial position, results of operations and cash flows in conformity with generally accepted accounting principles. However, in the opinion of management, all adjustments necessary to a fair statement of the operations of the interim period have been made. These adjustments are of a normal recurring nature. The results of operations for the nine months ended September 30, 1994, are not necessarily indicative of results for the entire year. Note B - Accounting Changes During the quarter ended March 31, 1993, the Company adopted Statement of Financial Accounting Standards No. 106, "Employers' Accounting for Postretirement Benefits Other Than Pensions" which requires the projected future costs of providing postretirement benefits, such as health care and life insurance, be recognized as an expense as employees render service instead of when benefits are paid. The Company has applied the new rules using the cumulative effect method, resulting in a charge of $5,055,000 (net of income taxes of $3,095,000). Also during the quarter ended March 31, 1993, the Company adopted Statement of Financial Accounting Standards No. 109, "Accounting for Income Taxes". The cumulative effect as of January 1, 1993, of adopting Statement 109 increased net income by $4,000,000. As permitted by the Statement, prior year financial statements have not been restated to reflect the impact of the change in accounting method. The adoption of Statements 106 and 109 did not have a material impact on the Company's financial statements or its results of operations. Note C - Tax Rate Change During the quarter ended September 30, 1993, the maximum corporate federal income tax rate was increased from 34% to 35%. The increase was retroactive to January 1, 1993, resulting in a charge to income taxes of $3,052,000 in the quarter ended September 30, 1993 or $.02 per common share. An additional charge to income taxes of $950,000, or $.01 per common share, was recorded in the quarter ended September 30, 1993 to reflect the impact of the rate increase on deferred taxes in accordance with FAS Statement 109, described above in Note (B). Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The Company reported record sales and earnings in the third quarter and for the first nine months of 1994. Sales for the quarter were $1.3 billion, up 11% over the same period in 1993. Net income in the quarter increased 16% to $72.9 million. On a per-share basis, net income for the quarter was $.59 versus $.51 in the same quarter of the prior year. 5 6 FORM 10-Q For the nine months ended September 30, 1994, sales totaled $3.65 billion, up 11% over the same period in 1993, while net income was $206.8 million, an increase of 12%. Earnings per share were $1.66 for the first nine months of 1994 and $1.48 for the same period in 1993. Sales for the Automotive Parts Group advanced 9% for the quarter and for the first nine months reflecting the strength of the NAPA programs in the marketplace. Sales for the Industrial Parts Group increased 16% for the quarter and 13% for the nine months ended September 30, 1994, as industrial production continues to increase. Our Office Products Group was up 12% for the quarter and 15% for the nine month period, reflecting increased market share, geographic expansion and an outstanding level of service. We continue to believe that our sales growth in all three segments outperforms market growth. Cost of goods sold decreased slightly as a percentage of net sales over the same quarter the prior year. Selling, administrative and other expenses increased 10% for the quarter; however, the percentage to net sales decreased slightly due primarily to tight expense controls. At their August 16, 1994 meeting, the Genuine Parts Company Board of Directors approved a stock repurchase program which authorizes the Company to reacquire up to 10 million shares of its common stock. To date, approximately 1.4 million shares have been repurchased. During the quarter ended September 30, 1993, the maximum corporate federal income tax rate was increased from 34% to 35%. The increase was retroactive to January 1, 1993, resulting in a charge to income taxes of $3,052,000 in the quarter ended September 30, 1993 or $.02 per common share. An additional charge to income taxes of $950,000, or $.01 per common share, was recorded in the quarter ended September 30, 1993 to reflect the impact of the rate increase on deferred taxes in accordance with FAS Statement 109. The first quarter results for 1993 included the net effect of adoption of FAS 106, "Employers' Accounting for Postretirement Benefits Other Than Pension", of a charge of $5,055,000 (net of income taxes of $3,095,000) and an increase in net income of $4,000,000 for the adoption of FAS 109, "Accounting for Income Taxes". The adoption of FAS 106 and 109 did not have a material impact on the Company's financial statements or its results of operations. The ratio of current assets to current liabilities remains very good at 4.0/1, and the Company's cash position is strong. PART II Item 4. Exhibits and Reports on Form 8-K (A) Exhibits 27 Financial Data Schedule (for SEC purposes only). (B) No reports on Form 8-K were filed by the registrant during the quarter ended September 30, 1994. 6 7 FORM 10-Q 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 November 2, 1994 /s/ Jerry Nix ------------------------- -------------------------------------- Senior Vice President - Finance /s/ George Kalafut ------------------------------------- Executive Vice President - Finance and Administration (Principal Financial and Chief Accounting Officer) 7