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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the Quarterly Period Ended September 30, 1998 Commission File Number 1-5690
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GENUINE PARTS COMPANY
(Exact name of registrant as specified in its charter)
GEORGIA 58-0254510
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2999 CIRCLE 75 PARKWAY, ATLANTA, GEORGIA 30339
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (770)953-1700
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Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
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Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date (the close of the period covered
by this report).
179,891,549
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(Shares of Common Stock)
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FORM 10-Q
PART 1 - Financial Information
Item 1 - Financial Statements
GENUINE PARTS COMPANY and SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
ASSETS Sept. 30, Dec. 31,
------ 1998 1997
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(Unaudited)
(in thousands)
CURRENT ASSETS
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Cash and cash equivalents ................................................. $ 93,113 $ 72,823
Trade accounts receivable, less allowance
for doubtful accounts ..................................................... 817,674 686,551
Inventories - at lower of cost (substantially last-in,
first-out method) or market ............................................... 1,404,318 1,321,597
Prepaid and other current accounts ........................................ 33,909 12,580
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TOTAL CURRENT ASSETS ............................................. 2,349,014 2,093,551
Goodwill and intangible assets ............................................ 220,270 62,091
Investments and other assets .............................................. 224,477 226,207
Total property, plant and equipment, less allowance
for depreciation (1998 - $299,050; 1997 - $251,929) ....................... 389,248 372,514
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$3,183,009 $2,754,363
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LIABILITIES AND SHAREHOLDERS' EQUITY
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CURRENT LIABILITIES
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Accounts payable .......................................................... $ 473,166 $ 405,141
Revolving line of credit .................................................. 164,000 36,000
Income taxes .............................................................. 17,163 14,372
Dividends payable ......................................................... 44,915 43,436
Other current liabilities ................................................. 73,146 57,989
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TOTAL CURRENT LIABILITIES ........................................ 772,390 556,938
Long-term debt ............................................................ 260,801 209,490
Deferred income taxes ..................................................... 89,049 89,049
Minority interests in subsidiaries ........................................ 51,858 39,418
SHAREHOLDERS' EQUITY
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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 - 1998 - 179,891,549; 1997 - 178,947,976 .................... 179,892 178,948
Retained earnings ......................................................... 1,829,019 1,680,520
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TOTAL SHAREHOLDERS' EQUITY ....................................... 2,008,911 1,859,468
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$3,183,009 $2,754,363
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See notes to condensed consolidated financial statements.
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FORM 10-Q
GENUINE PARTS COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
Three Months Ended Sept. 30, Nine Months Ended Sept. 30,
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1998 1997 1998 1997
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(in thousands, except per share data)
Net sales .............................. $1,760,102 $1,555,776 $4,912,623 $4,523,878
Cost of goods sold ..................... 1,245,677 1,091,809 3,474,059 3,185,524
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514,425 463,967 1,438,564 1,338,354
Selling, administrative & other expenses 371,929 325,601 1,021,883 935,011
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Income before income taxes ............. 142,496 138,366 416,681 403,343
Income taxes ........................... 56,357 54,654 164,660 159,295
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NET INCOME ............................. $ 86,139 $ 83,712 $ 252,021 $ 244,048
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Basic net income per common share ...... $ .48 $ .47 $ 1.41 $ 1.36
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Diluted net income per common share .... $ .48 $ .47 $ 1.40 $ 1.35
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Dividends declared per common share .... $ .25 $ .24 $ .75 $ 72
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Average common shares outstanding ...... 180,392 179,447 179,363 179,800
Dilutive effect of stock options and
non-vested restricted stock awards .. 794 577 641 675
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Average common shares outstanding,
assuming dilution ................... 181,186 180,024 180,004 180,475
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See notes to condensed consolidated financial statements.
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FORM 10-Q
GENUINE PARTS COMPANY AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
Nine Months
Ended Sept. 30,
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(in thousands)
Cash Provided By:
1998 1997
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OPERATING ACTIVITIES:
Net income .......................................................... $ 252,021 $ 244,048
Adjustments to reconcile net income to net cash provided by operating
activities:
Depreciation ...................................................... 47,724 43,882
Other ............................................................. 4,365 4,718
Changes in operating assets and liabilities:
Trade accounts receivable ....................................... (69,511) (86,761)
Merchandise inventories ......................................... (33,122) (15,345)
Trade accounts payable .......................................... 39,218 28,779
Income taxes payable ............................................ 3,308 362
Other operating assets and liabilities .......................... (22,818) (8,211)
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NET CASH PROVIDED BY OPERATING ACTIVITIES .............................. 221,185 211,472
INVESTING ACTIVITIES:
Purchase of property, plant and equipment ........................... (63,954) (73,451)
Other investing activities .......................................... 7,089 4,879
Cash paid for EIS, Inc., net of cash acquired 3,017 ................. (55,763) 0
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NET CASH USED IN INVESTING ACTIVITIES .................................. (112,628) (68,572)
FINANCING ACTIVITIES:
Proceeds from revolving line of credit and long-term debt, net ...... 95,889 23,000
Dividends paid ...................................................... (132,873) (126,664)
Purchase of stock ................................................... (64,127) (65,020)
Other financing activities .......................................... 12,844 12,398
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NET CASH USED IN FINANCING ACTIVITIES .................................. (88,267) (156,286)
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NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS ................... 20,290 (13,386)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD ....................... 72,823 67,373
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CASH AND CASH EQUIVALENTS AT END OF PERIOD ............................. $ 93,113 $ 53,987
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See notes to condensed consolidated financial statements.
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FORM 10-Q
NOTES TO FINANCIAL STATEMENTS
Note A - Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with the instructions to Form 10-Q and therefore do not
include all information and footnotes necessary for a fair presentation of
financial position, results of operations and cash flows in conformity with
generally accepted accounting principles. However, in the opinion of management,
all adjustments necessary to a fair statement of the operations of the interim
period have been made. These adjustments are of a normal recurring nature. The
results of operations for the nine months ended September 30, 1998, are not
necessarily indicative of results for the entire year. Comprehensive income is
not materially different from net income.
Note B - Acquisition of EIS, Inc.
On July 1, 1998, Genuine Parts Company acquired all of the outstanding stock of
EIS, Inc. ("EIS") in exchange for a combination of cash and Genuine Parts
Company common stock, totaling approximately $200 million. EIS is a leading
wholesale distributor of materials and supplies to the electrical and electronic
industries. The acquisition has been recorded using the purchase method of
accounting.
Item 2.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Genuine Parts Company (the "Company") reported record sales and earnings in the
third quarter of 1998. Sales for the quarter were $1.76 billion, up 13% over the
same period in 1997. Net income in the quarter advanced 3% over the third
quarter of 1997 to $86 million. On a per-share diluted basis, net income in the
quarter was $.48 versus $.47 in the same quarter of the prior year.
For the nine months ended September 30, 1998, sales totaled $4.9 billion, up 9%
over the same period in 1997, while net income was $252 million, an increase of
3%. Diluted earnings per share were $1.40 for the first nine months of 1998 and
$1.35 for the same period in 1997.
The Company's sales increase for the quarter excluding the acquisition of EIS
would have been 6%. The Automotive Parts Group had a sales increase of 5% for
the quarter and 4% for the nine month period over the respective period in 1997.
These results, while modest, provided market share gain as the automotive
aftermarket remained relatively flat. Sales for the Industrial Parts Group
increased 8% for the quarter and 10% for the nine months ended September 30,
1998, reflecting increased market share and superior customer service. The
Office Products Group was up 5% for the quarter and 4% for the nine month period
as S. P. Richards continues to expand geographically and focus on improved
service levels while in this slowing economy. Cost of goods sold increased
slightly as a percentage of net sales over the same quarter the prior year and
the nine month period. Selling, administrative and other expenses increased 14%
for the quarter and 9% for the nine months. Selling, administrative and other
expenses increased 8% for the quarter and 7% for the nine months, excluding EIS.
The percentage of selling, administrative and other expenses to net sales
increased slightly, due mostly to increased salaries, employee benefit expenses,
interest expense and store upgrade expenses.
The ratio of current assets to current liabilities remains good at 3.0 to 1 and
the Company's cash position is good.
Year 2000
The Year 2000 problem is the result of computer programs written using two
digits (rather than four) to define the applicable year. Any of the Company's
programs that have time-sensitive software may recognize a date using "00" as
the year 1900 rather than the year 2000, which could result in miscalculations
or system failures.
The Company is continuing its assessments of the impact of the Year 2000 across
its business and operations, including its customer and vendor base. The Company
has substantially completed its identification of information technology systems
that are not Year 2000 compliant and is in the process of implementing a
comprehensive initiative to make its information technology systems ("IT
systems") and its non-information technology systems ("non-IT systems"),
including embedded electronic circuits in equipment, building security, product
handling and environmental controls, Year 2000 compliant. The initiative covers
the following three phases: (1) identification of all IT and non-IT systems and
an assessment of repair requirements, (2) repair of the identified IT and non-IT
systems, and (3) testing of the IT and non-IT systems repaired to determine
correct manipulation of dates and date-related data. As of September 30, 1998,
the Company has substantially
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FORM 10-Q
completed phase (1) of its initiative and has begun phases (2) and (3). The
Company anticipates that it will substantially complete phase (2) by the end of
the second quarter of fiscal 1999 at which time it will commence its final
testing phase. The Company expects the final testing phase to be complete by
third quarter of 1999.
To date, the Company has not identified any IT or non-IT system that presents a
material risk of not being Year 2000 ready or for which a suitable alternative
cannot be implemented. However, as the initiative moves further into the testing
phase, it is possible that the Company may identify potential risks of Year 2000
disruption. It is also possible that such a disruption could have a material
adverse effect on the financial condition and results of operations. In
addition, if any third parties who provide goods or services or that are
customers that are critical to the Company's business activities fail to
appropriately address their Year 2000 issues, there could be a material adverse
effect on the Company's financial condition and results of operations. The
Company is still in the process of modifying or replacing certain time-sensitive
software programs and other date sensitive devices to avoid a potential
inability to process transactions or engage in other normal business activities.
The Company has initiated formal communications with all of its significant
business partners to evaluate their Year 2000 compliance plans and status of
readiness and to determine the extent to which the Company is vulnerable to
those third parties' failure to remedy their own Year 2000 conversion issues.
However, there can be no guarantee that the systems of other companies on which
the Company's systems rely will be timely converted, or that a failure to
convert by another company, or a conversion that is incompatible with the
Company's systems, would not have a material adverse effect on the Company.
The Company is in the process of identifying and prioritizing any embedded
technology devices which may be deemed to be mission critical or that tend to
have a significant impact on normal operations. The Company has developed a
separate plan to upgrade these higher priority embedded technology devices.
Management currently expects these activities to be substantially complete by
mid 1999.
The Company could potentially experience disruptions to some aspects of its
various activities and operations as a result of non-compliant systems utilized
by the Company or unrelated third parties. Contingency plans are, therefore,
under development to mitigate the extent of any such potential disruption to
business operations.
The Company is utilizing both internal and external resources to reprogram, or
replace, and test the software for Year 2000 modifications. The Company plans to
complete the Year 2000 project, including the renovation, validation and
implementation phases, in approximately one year. The total estimated cost of
the Year 2000 project is estimated between $5 million and $10 million and is
being funded through operating cash flows. These costs are not expected to be
material to the Company's consolidated results of operations. Of the total
project cost, approximately $2 million is attributable to the purchase of new
software or equipment, which will be capitalized. The remaining $3 million to $8
million will be expensed as incurred during the current fiscal year and next
fiscal year. To date, the Company has expensed approximately $2 million related
to the assessment of and preliminary efforts in connection with its Year 2000
project.
The costs of the Year 2000 project and the date which the Company plans to
complete the Year 2000 modifications are based on management's best estimates,
which were derived utilizing numerous assumptions of future events including the
continued availability of certain resources, third party modification plans and
other factors. There can be no guarantee that these estimates will be achieved
and actual results could differ materially from those plans. Specific factors
that might cause such material differences include, but are not limited to, the
availability and cost of personnel trained in this area, the ability to locate
and correct all relevant computer codes, and similar uncertainties.
Important Considerations Related to Forward-Looking Statements
It should be noted that the discussion contained in this Quarterly Report
contains forward-looking statements which are subject to substantial risks and
uncertainties. There are many factors which could cause actual results to differ
materially from those anticipated by statements made herein. Such factors
include, but are not limited to, changes in general economic conditions, the
growth rate of the market for the Company's products and services, the
availability of supplies, as well as a number of other risk factors which could
affect the future performance of the Company.
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FORM 10-Q
PART II - OTHER INFORMATION
Item 5. Other Information
Shareholder Proposals
The proxy statement solicited by management of the Company with respect to the
1999 Annual Meeting of Shareholders will confer discretionary authority to vote
on any proposals of shareholders of the Company intended to be presented for
consideration at such Annual Meeting that are submitted to the Company after
January 15, 1999.
Acquisitions Announcements
On October 30, 1998, the Company announced that it intends to make a tender
offer for all of the outstanding shares of UAP Inc., a Canadian public company
engaged primarily in automotive and industrial parts distribution business. In
addition, the Company announced that it had entered into a lock-up arrangement
with members of the Prefontaine family pursuant to which such persons agreed to
tender their UAP shares. The Press Release, publicly announcing the tender
offer, is attached hereto as Exhibit 99.1.
October 29, 1998, the Company announced that an agreement in principle has been
reached with the shareholders of Johnson Industries, Inc. in connection with the
Company's proposed acquisition of Johnson Industries. Johnson Industries, based
in Atlanta, Georgia, is an independent distributor of ACDelco, Motorcraft, and
other automotive supplies. The Press Release, publicly announcing the agreement
in principle, is attached hereto as Exhibit 99.2.
Item 6. Exhibits and Reports on Form 8-K
(a) The following exhibits are filed as part of this report:
Exhibit 3.1 Restated Articles of Incorporation of the Company
(incorporated herein by reference from the Company's
Annual Report on Form 10-K, dated March 3, 1995).
Exhibit 3.2 Bylaws of the Company, as amended (incorporated
herein by reference from the Company's Annual Report
on Form 10-K, dated March 5, 1993).
Exhibit 27 Financial Data Schedule (for SEC use only).
Exhibit 99.1 Press Release re: UAP Inc.
Exhibit 99.2 Press Release re: Johnson Industries, Inc.
(b) No reports on Form 8-K were filed by the registrant during the quarter
ended September 30, 1998.
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
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(Registrant)
Date November 10, 1998 /s/ Jerry W. Nix
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Jerry W. Nix
Senior Vice President - Finance
/s/ George W. Kalafut
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George W. Kalafut
Executive Vice President - Finance and
Administration (Principal Financial and
Accounting Officer)
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