1
FORM 10 - Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended DECEMBER 31, 2000
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OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ___________ to ____________
Commission File Number 1-2299
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APPLIED INDUSTRIAL TECHNOLOGIES, INC.
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(Exact name of registrant as specified in its charter)
Ohio 34-0117420
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
One Applied Plaza, Cleveland, Ohio 44115
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (216) 426-4000
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(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 (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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Shares of common stock outstanding on January 31, 2001 19,805,130
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(No par value)
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APPLIED INDUSTRIAL TECHNOLOGIES, INC. AND SUBSIDIARIES
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INDEX
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Page No.
Part I: FINANCIAL INFORMATION
Item 1: Financial Statements
Condensed Statements of Consolidated Income - 2
Three Months and Six Months Ended
December 31, 2000 and 1999
Condensed Consolidated Balance Sheets - 3
December 31, 2000 and June 30, 2000
Condensed Statements of Consolidated Cash Flows - 4
Six Months Ended December 31, 2000 and 1999
Notes to Condensed Consolidated Financial Statements 5 - 8
Item 2: Management's Discussion and Analysis of 9 - 11
Financial Condition and Results of Operations
Item 3: Quantitative and Qualitative Disclosures About Market Risk 12
Part II: OTHER INFORMATION
Item 1: Legal Proceedings 13
Item 4: Submission of Matters to a Vote of Security Holders 13
Item 5: Other Information 13
Item 6: Exhibits and Reports on Form 8-K 13
Signatures 15
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PART I: FINANCIAL INFORMATION
ITEM 1: Financial Statements
APPLIED INDUSTRIAL TECHNOLOGIES, INC. AND SUBSIDIARIES
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CONDENSED STATEMENTS OF CONSOLIDATED INCOME
(Unaudited)
(Thousands, except per share amounts)
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Three Months Ended Six Months Ended
December 31 December 31
2000 1999 2000 1999
----------------------- -----------------------
Net Sales $ 405,438 $ 379,670 $ 826,314 $ 767,574
Cost of sales 301,536 286,983 617,958 581,122
---------- ---------- ---------- ----------
103,902 92,687 208,356 186,452
Selling, distribution and
administrative 89,217 80,642 179,438 162,322
---------- ---------- ---------- ----------
Operating Income 14,685 12,045 28,918 24,130
Interest expense, net 2,523 1,566 4,725 3,801
---------- ---------- ---------- ----------
Income Before Income Taxes 12,162 10,479 24,193 20,329
Income Taxes 4,800 4,246 9,600 8,234
---------- ---------- ---------- ----------
Net Income $ 7,362 $ 6,233 $ 14,593 $ 12,095
========== ========== ========== ==========
Net Income per share - Basic $ 0.37 $ 0.30 $ 0.74 $ 0.58
========== ========== ========== ==========
Net Income per share - Diluted $ 0.37 $ 0.30 $ 0.73 $ 0.58
========== ========== ========== ==========
Cash dividends per common
share $ 0.12 $ 0.12 $ 0.24 $ 0.24
========== ========== ========== ==========
Weighted average common shares
outstanding for basic computation 19,659 20,659 19,697 20,729
Dilutive effect of stock options
and awards 322 225 311 212
---------- ---------- ---------- ----------
Adjusted average common shares
outstanding for diluted computation 19,981 20,884 20,008 20,941
========== ========== ========== ==========
See notes to condensed consolidated financial statements.
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APPLIED INDUSTRIAL TECHNOLOGIES, INC. AND SUBSIDIARIES
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CONDENSED CONSOLIDATED BALANCE SHEETS
(Amounts in thousands)
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December 31 June 30
2000 2000
------------ ------------
(Unaudited)
Assets
Current assets
Cash and temporary investments $ 14,415 $ 12,349
Accounts receivable, less allowance
of $4,500 and $3,800 198,162 212,254
Inventories (at LIFO) 212,673 182,102
Other current assets 6,904 8,286
------------ ------------
Total current assets 432,154 414,991
Property, less accumulated depreciation
of $78,507 and $75,300 92,080 97,200
Goodwill 68,242 67,089
Other assets 16,085 15,387
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TOTAL ASSETS $ 608,561 $ 594,667
============ ============
Liabilities and Shareholders' Equity
Current liabilities
Accounts payable $ 104,982 $ 93,587
Other accrued liabilities 55,200 66,272
------------ ------------
Total current liabilities 160,182 159,859
Long-term debt 118,920 112,168
Other liabilities 25,556 23,309
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TOTAL LIABILITIES 304,658 295,336
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Shareholders' Equity
Preferred stock - no par value; 2,500
shares authorized; none issued or
outstanding
Common stock - no par value; 50,000
shares authorized; 24,096 shares issued 10,000 10,000
Additional paid-in capital 80,905 83,312
Income retained for use in the business 276,937 267,145
Treasury shares - at cost, 4,197 and 4,017 shares (61,409) (57,419)
Unearned restricted common stock compensation (2,530) (3,707)
------------ ------------
TOTAL SHAREHOLDERS' EQUITY 303,903 299,331
------------ ------------
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY $ 608,561 $ 594,667
============ ============
See notes to condensed consolidated financial statements.
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APPLIED INDUSTRIAL TECHNOLOGIES, INC. AND SUBSIDIARIES
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CONDENSED STATEMENTS OF CONSOLIDATED CASH FLOWS
(Unaudited)
(Amounts in thousands)
Six Months Ended
December 31
2000 1999
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Cash Flows from Operating Activities
Net income $ 14,593 $ 12,095
Adjustments to reconcile net income to cash provided by
operating activities:
Depreciation and amortization 11,572 11,683
Changes in operating assets and liabilities, net of
effects from acquisition of businesses (16,314) 10,680
Other - net 5,565 2,995
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Net Cash provided by Operating Activities 15,416 37,453
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Cash Flows from Investing Activities
Property purchases (4,422) (4,351)
Proceeds from property sales 2,487 2,915
Net cash paid for acquisition of businesses (5,491) (686)
Deposits and other 229 (849)
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Net Cash used in Investing Activities (7,197) (2,971)
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Cash Flows from Financing Activities
Borrowings (repayments) under revolving credit agreements - net (12,534) (22,700)
Long-term debt repayments (5,714) (5,714)
Long-term debt borrowings 25,000
Dividends paid (4,801) (5,035)
Purchases of treasury shares (8,662) (7,331)
Other 558 84
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Net Cash used in Financing Activities (6,153) (40,696)
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Increase (decrease ) in cash and temporary
investments 2,066 (6,214)
Cash and temporary investments
at beginning of period 12,349 19,186
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Cash and Temporary Investments
at End of Period $ 14,415 $ 12,972
===============================================================================================
See notes to condensed consolidated financial statements.
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APPLIED INDUSTRIAL TECHNOLOGIES, INC. AND SUBSIDIARIES
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands, except per share amounts) (Unaudited)
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1. 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 (consisting of
only normal recurring adjustments) necessary to a fair statement of
operations of the interim period have been made.
The results of operations for the three and six month periods ended
December 31, 2000 are not necessarily indicative of the results to be
expected for the fiscal year.
Cost of sales for interim financial statements are computed using
estimated gross profit percentages which are adjusted throughout the
year based upon available information. Adjustments to actual cost are
made based on the annual physical inventory and the effect of year-end
inventory quantities on LIFO costs.
The financial statements of the Company's Canadian subsidiaries are
measured using local currency as the functional currency. Assets and
liabilities of the Canadian subsidiaries are translated at exchange
rates as of the balance sheet date. Sales, cost of sales and expenses
are translated at average exchange rates during each reporting period.
Adjustments resulting from translating foreign functional currency
financial statements into U.S. dollars were immaterial.
Effective July 1, 2000, the Company adopted Emerging Issues Task Force
Issue No. 00-10, "Accounting for Shipping and Handling Fees and Costs."
Accordingly, freight charged to customers is now classified as sales,
whereas previously it was classified as an offset to cost of sales. All
prior amounts have been restated to conform to the current
presentation.
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APPLIED INDUSTRIAL TECHNOLOGIES, INC. AND SUBSIDIARIES
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands, except per share amounts) (Unaudited)
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2. SEGMENT INFORMATION
The accounting policies of the segments are the same as those used to prepare
the condensed consolidated financial statements. Certain reclassifications have
been made to prior year amounts to be consistent with the presentation in the
current year. Intersegment sales are not significant. All current segment
operating results are in the United States, Canada and Puerto Rico. The segment
operations in Canada and Puerto Rico represent approximately 5.5% of the total
net sales of Applied and therefore are not presented separately. In addition,
over 38% of the Canadian operations' net sales are included in the "Other"
segment relating to the fluid power business. The long-lived assets located
outside of the United States are not material.
SEGMENT FINANCIAL INFORMATION:
SERVICE CENTER
BASED
DISTRIBUTION OTHER TOTAL
-------------------- ------------ --------------
THREE MONTHS ENDED DECEMBER 31, 2000
Net sales $380,217 $25,221 $405,438
Operating profit (loss) 10,392 (471) 9,921
Depreciation 4,255 186 4,441
Capital expenditures 1,284 856 2,140
-------------------- ------------ --------------
THREE MONTHS ENDED DECEMBER 31, 1999
Net sales $364,570 $15,100 $379,670
Operating profit (loss) 15,069 (239) 14,830
Depreciation 4,355 100 4,455
Capital expenditures 1,459 91 1,550
-------------------- ------------ --------------
A reconciliation from the segment operating profit to the condensed consolidated
balances is as follows:
THREE MONTHS ENDED
DECEMBER 31
---------------------------------------
2000 1999
---------------------------------------
Operating profit for
reportable segment $10,392 $15,069
Other operating loss (471) (239)
Adjustments for:
Goodwill amortization (1,316) (1,048)
Corporate and other income (expense), net of
allocations (a) 6,080 (1,737)
---------------------------------------
Total operating profit 14,685 12,045
Interest expense, net 2,523 1,566
---------------------------------------
Income before income taxes $12,162 $10,479
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APPLIED INDUSTRIAL TECHNOLOGIES, INC. AND SUBSIDIARIES
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands, except per share amounts) (Unaudited)
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SERVICE CENTER
BASED
DISTRIBUTION OTHER TOTAL
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SIX MONTHS ENDED DECEMBER 31, 2000
Net sales $777,065 $49,249 $826,314
Operating profit (loss) 22,308 (484) 21,824
Assets used in the business 554,778 53,783 608,561
Depreciation 8,172 386 8,558
Capital expenditures 3,460 962 4,422
---------------------------------------------------------
SIX MONTHS ENDED DECEMBER 31, 1999
Net sales $738,930 $28,644 $767,574
Operating profit (loss) 31,978 (572) 31,406
Assets used in the business 513,340 38,740 552,080
Depreciation 8,762 255 9,017
Capital expenditures 4,230 121 4,351
---------------------------------------------------------
A reconciliation from the segment operating profit to the condensed consolidated
balances is as follows:
SIX MONTHS ENDED
DECEMBER 31
---------------------------------------
2000 1999
---------------------------------------
Operating profit for
reportable segment $22,308 $31,978
Other operating profit (loss) (484) (572)
Adjustments for:
Goodwill amortization (2,501) (2,070)
Corporate and other income (expense), net of
allocations (a) 9,595 (5,206)
---------------------------------------
Total operating profit 28,918 24,130
Interest expense, net 4,725 3,801
---------------------------------------
Income before income taxes $24,193 $20,329
=======================================
(a) The change in the amounts of corporate and other income (expense), net of
allocations, is due to various changes in the levels and amounts of
expenses being allocated to the segments. Such expenses include
miscellaneous corporate charges for working capital, logistics support
and other items.
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APPLIED INDUSTRIAL TECHNOLOGIES, INC. AND SUBSIDIARIES
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands, except per share amounts) (Unaudited)
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3. BUSINESS COMBINATIONS
During the quarter ended September 30, 2000, the Company acquired the stock of a
distributor of fluid power products for a total purchase price of $7,300. The
acquisition was accounted for as a purchase and the results of the business'
operations are included in the accompanying condensed consolidated financial
statements from its acquisition date. Results of operations for this acquisition
are immaterial for all periods presented. Goodwill, based on preliminary
allocations of fair values to assets and liabilities acquired, of $3,700
recognized in connection with this combination, is being amortized over 15
years.
4. DEBT
During the quarter ended December 31, 2000, the Company refinanced $25,000 of
its Canadian debt, previously financed under its revolving credit facility,
through a private issuance of senior notes. Fixed interest of 7.98% is paid
quarterly and principal is due at maturity in November 2010.
During the quarter ended December 31, 2000, the Company entered into two fixed
10 year cross currency swap agreements with a Canadian bank. The swaps were
entered into in connection with the private placement borrowings effectively
converting private placement debt from U.S. dollars to Canadian dollars, and
from a fixed rate of 7.98% on the U.S. denominated debt to a fixed rate of 7.75%
on the Canadian cross currency swaps. Terms and settlement dates mirror the
terms of the private placement. In applying Statement of Financial Accounting
Standards (SFAS) No. 133, "Accounting for Derivative Instruments and Hedging
Activities," one swap is designated as a cash flow hedge. The other swap is not
considered a hedge. The fair value of the swap designated as a cash flow hedge
was $232. This fair value of the cash flow hedge is completely offset by the
translation loss of the underlying debt obligation. The fair value of the swap
not designated as a cash flow hedge was $59 and recorded in the income
statement.
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APPLIED INDUSTRIAL TECHNOLOGIES, INC. AND SUBSIDIARIES
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ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
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The following is Management's Discussion and Analysis of certain significant
factors which have affected the Company's: (1) financial condition at December
31, 2000 and June 30, 2000, and (2) results of operations and cash flows during
the periods included in the accompanying Condensed Statements of Consolidated
Income and Consolidated Cash Flows.
Liquidity and Working Capital
- -----------------------------
Cash provided by operating activities was $15.4 million in the six months ended
December 31, 2000. This compares to $37.5 million provided by operating
activities in the same period a year ago.
Cash flow from operations depends primarily upon generating operating income,
controlling the investment in inventories and receivables, and managing the
timing of payments to suppliers. The Company has continuing programs to monitor
and control these investments. During the six month period ended December 31,
2000, inventories increased approximately $29.4 million from seasonal buying in
advance of supplier price increases, and accounts receivable decreased $13.6
million due to improved collection experience.
Capital Resources
- -----------------
During the quarter ended December 31, 2000, the Company refinanced $25.0 million
of its Canadian debt, previously financed under its revolving credit facility,
through a private issuance of senior notes. Fixed interest of 7.98% is paid
quarterly and principal is due at maturity in November 2010. In connection with
the refinancing and to minimize currency translation exposure risks, the Company
entered into fixed 10 year cross currency swap agreements with a Canadian bank.
These agreements swapped the private placement borrowings from U.S. dollars to
Canadian dollars, effectively converting from a fixed rate of 7.98% on the U.S.
denominated debt to a fixed rate of 7.75% on the Canadian cross currency swaps.
The Company has a committed revolving credit agreement expiring November, 2003
with a group of lending institutions. This agreement provides for unsecured
borrowings of up to $150.0 million. The Company had $21.1 million of borrowings
outstanding under this facility at December 31, 2000. Unused lines under this
facility totaling $124.4 million are available to fund future acquisitions or
other capital and operating requirements. The Company also has a $15.0 million
short-term uncommitted line of credit with a commercial bank. The Company had no
borrowings outstanding under this facility at December 31, 2000. Unused lines
under this facility are available to fund future acquisitions or other capital
and operating requirements.
In October 2000, the Company entered into an agreement with the Prudential
Insurance Company of America for an uncommitted shelf facility to borrow up to
$100 million in additional long-term financing, at its sole discretion, with
terms of up to twelve years.
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APPLIED INDUSTRIAL TECHNOLOGIES, INC. AND SUBSIDIARIES
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ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
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The Board of Directors has authorized the purchase of shares of the Company's
common stock to fund employee benefit programs, stock option and award programs,
and future acquisitions. These purchases are made in open market and negotiated
transactions, from time to time, depending upon market conditions. The Company
acquired 503,000 shares of its common stock for $8.7 million during the six
months ended December 31, 2000.
RESULTS OF OPERATIONS
- ---------------------
THREE MONTHS ENDED DECEMBER 31, 2000 AND 1999
Net sales increased from the prior year primarily due to acquisitions during
fiscal 2000. Gross profit as a percentage of sales increased to 25.6% from
24.4%. This increase primarily is due to a change in customer mix and higher
discounts and allowances from suppliers.
Selling, distribution and administrative expenses as a percent of sales
increased to 22.0% from 21.2%. This change primarily relates to an increase in
auto lease expense partially offset by lower auto depreciation expense due to a
change in emphasis from owning to leasing vehicles. Also contributing to the
increase were higher hospitalization, other benefit costs and bad debt expense.
Interest expense-net for the quarter increased by 61.1% as compared to the prior
year primarily due to an increase in average borrowings and average interest
rates.
Income tax expense as a percentage of income before taxes was 39.5% for the
quarter ended December 31, 2000 and 40.5% for the quarter ended December 31,
1999. This decrease is due to lower effective state and local tax rates.
As a result of the above factors, net income increased by 18.1% compared to the
same quarter of last year. As a result of the impact of continued stock
repurchases, net income per share - diluted increased $.07, or 23.3%.
SIX MONTHS ENDED DECEMBER 31, 2000 AND 1999
Net sales increased from the prior year primarily due to acquisitions during
fiscal 2000. Gross profit as a percentage of sales increased to 25.2% from
24.3%. This increase primarily is due to a change in customer mix and higher
discounts and allowances from suppliers.
Selling, distribution and administrative expenses as a percent of sales
increased to 21.7% from 21.1%. This change primarily relates to an increase in
auto lease expense partially offset by lower auto depreciation expense due to a
change in emphasis from owning to leasing vehicles. Also contributing to the
increase were higher hospitalization, bad debt expenses and other benefit costs.
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APPLIED INDUSTRIAL TECHNOLOGIES, INC. AND SUBSIDIARIES
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ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
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Interest expense-net for the six months ended December 31, 2000 increased by
24.3% as compared to the prior year primarily due to an increase in average
borrowings and average interest rates.
Income tax expense as a percentage of income before taxes was 39.7% for the six
months ended December 31, 2000 and 40.5% for the six months ended December 31,
1999. This decrease is due to lower effective state and local tax rates.
As a result of the above factors, net income increased by 20.7% compared to the
same period of last year. As a result of the impact of continued stock
repurchases, net income per share - diluted increased $.15, or 25.9%.
CAUTIONARY STATEMENT UNDER PRIVATE SECURITIES LITIGATION REFORM ACT
- -------------------------------------------------------------------
Management's Discussion and Analysis and other sections of this Form 10-Q
contain statements that are forward-looking, based on management's current
expectations about the future. Forward-looking statements are often identified
by qualifiers such as "expect," "believe," "intend," and similar expressions.
The Company intends that the forward-looking statements be subject to the safe
harbors established in the Private Securities Litigation Reform Act of 1995 or
by the Securities and Exchange Commission in its rules, regulations and
releases. All forward-looking statements are based on current expectations
regarding important risk factors. Accordingly, actual results may differ
materially from those expressed in the forward-looking statements, and the
making of such statements should not be regarded as a representation by the
Company or any other person that the results expressed in the statements will be
achieved. In addition, the Company undertakes no obligation publicly to update
or revise any forward-looking statements, whether because of new information or
events, or otherwise.
Important risk factors include, but are not limited to, the following: changes
in the economy or in specific customer industry sectors; changes in customer
procurement policies and practices; changes in product manufacturer sales
policies and practices; the availability of product and labor; changes in
operating expenses; the effect of price increases or decreases; the variability
and timing of business opportunities including acquisitions, alliances, customer
agreements and supplier authorizations; the Company's ability to realize the
anticipated benefits of acquisitions and other business strategies, including
electronic commerce initiatives; the incurrence of additional debt and
contingent liabilities in connection with acquisitions; changes in accounting
policies and practices; the effect of organizational changes within the Company;
the emergence of new competitors, including firms with greater financial
resources than the Company; adverse results in significant litigation matters;
adverse state and federal regulation and legislation; and the occurrence of
extraordinary events (including prolonged labor disputes, natural events and
acts of God, fires, floods and accidents).
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APPLIED INDUSTRIAL TECHNOLOGIES, INC. AND SUBSIDIARIES
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ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
- --------------------------------------------------------------------------------
We have evaluated the Company's exposure to various market risk factors,
including but not limited to, interest rate, foreign currency exchange and
commodity price risks. The Company is primarily affected by market risk exposure
through the effect of changes in interest rates. The Company manages interest
rate risk through the use of a combination of fixed rate long-term debt and
variable rate borrowings under its committed revolving credit agreement.
Variable rate borrowings under its committed revolving credit agreement totaled
$21.1 million at December 31, 2000. A 1% increase or decrease in interest rates
under this agreement would not have a material impact on our operations,
financial position, or cash flows.
The Company protects its foreign currency exposure from the Canadian dollar,
through the use cross currency swap agreements as well as of foreign-currency
denominated debt. Hedging of the US dollar denominated debt used to fund a
substantial portion of Company's net investment in its Canadian operations is
accomplished through the use of cross currency swaps. Any gain or loss on the
hedging instrument offsets the gain or loss on the underlying debt. The impact
on the Company's future earnings from exposure to changes in foreign currency
exchange rates is expected to be immaterial.
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PART II. OTHER INFORMATION
ITEM 1. Legal Proceedings.
------------------
Applied Industrial Technologies, Inc. and/or one of its subsidiaries is
a defendant in various product- and employment-related lawsuits. Based
on circumstances presently known, the Company believes that these cases
are not material to its business or financial condition.
ITEM 4. Submission of Matters to a Vote of Security Holders.
----------------------------------------------------
At the Company's Annual Meeting of Shareholders held on October 17,
2000, the Shareholders (i) elected Thomas A. Commes, J. Michael Moore,
and Dr. Jerry Sue Thornton as Directors of Class I for a term expiring
in 2003, and (ii) ratified the appointment of Deloitte & Touche LLP as
the Company's independent auditors for the fiscal year ending June 30,
2001. Substantially the same information was previously reported in
Part II, Item 5 "Other Information" of the Company's Form 10-Q for the
quarter ended September 30, 2000.
ITEM 5. Other Information.
------------------
On January 12, 2001, Stephen E. Yates, President & Chief Executive
Officer of USAA Information Technology Company, was elected to the
Company's Board of Directors as a member of Class II.
ITEM 6. Exhibits and Reports on Form 8-K.
--------------------------------
(a) Exhibits.
--------
Exhibit No. Description
----------- -----------
3(a) Amended and Restated Articles of
Incorporation of Applied Industrial
Technologies, Inc. (filed as Exhibit
3(a) to the Company's Form 10-Q for
the quarter ended September 30,
1998, SEC File No. 1-2299, and
incorporated here by reference).
3(b) Code of Regulations of Applied
Industrial Technologies, Inc., as
amended on October 19, 1999 (filed
as Exhibit 3(b) to the Company's
Form 10-Q for the quarter ended
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15
September 30, 1999, SEC File No.
1-2299, and incorporated here by
reference).
4(a) 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 the Company's Registration
Statement on Form S-4 filed May 23,
1997, Registration No. 333-27801,
and incorporated here by reference).
4(b) $80,000,000 Maximum Aggregate
Principal Amount Note Purchase and
Private Shelf Facility dated October
31, 1992 between the Company and The
Prudential Insurance Company of
America (filed as Exhibit 4(b) to
the Company's Registration Statement
on Form S-4 filed May 23, 1997,
Registration No. 333-27801, and
incorporated here by reference).
4(c) Amendment to $80,000,000 Maximum
Aggregate Principal Amount Note
Purchase and Private Shelf Facility
dated October 31, 1992 between the
Company and The Prudential Insurance
Company of America (filed as Exhibit
4(g) to the Company's Form 10-Q for
the quarter ended March 31, 1996,
SEC File No. 1-2299, and
incorporated here by reference).
4(d) Private Shelf Agreement dated as of
November 27, 1996, as amended on
January 30, 1998, between the
Company and The Prudential Insurance
Company of America (filed as Exhibit
4(f) to the Company's Form 10-Q for
the quarter ended March 31, 1998,
SEC File No. 1-2299, and
incorporated here by reference).
4(e) Amendment dated October 24, 2000 to
1996 Private Shelf Agreement between
the Company and The Prudential
Insurance Company of America (filed
as Exhibit 4(e) to the Company's
Form 10-Q for the quarter ended
September 30, 2000, SEC File No.
1-2299, and incorporated here by
reference).
4(f) $150,000,000 Credit Agreement dated
as of November 5, 1998 among the
Company, KeyBank National
Association
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as Agent, and various financial
institutions (filed as Exhibit 4(e)
to the Company's Form 10-Q for the
quarter ended September 30, 1998,
SEC File No. 1-2299, and
incorporated here by reference).
4(g) Rights Agreement, dated as of
February 2, 1998, between the
Company and Harris Trust and Savings
Bank, as Rights Agent, which
includes as Exhibit B thereto the
Form of Rights Certificate (filed as
Exhibit No. 1 to the Company's
Registration Statement on Form 8-A
filed July 20, 1998, SEC File No.
1-2299, and incorporated here by
reference).
10 Third Amendment to the Applied
Industrial Technologies, Inc.
Supplement Executive Retirement
Benefits Plan (July 1, 1997
Restatement), effective as of
October 1, 2000.
Certain instruments with respect to long-term debt have not been filed
as exhibits as the total amount of securities authorized under any one
of such instruments does not exceed 10 percent of the total assets of
the Company and its subsidiaries on a consolidated basis. The Company
agrees to furnish to the Commission a copy of each such instrument upon
request.
(b) The Company did not file, nor was it required to file, a Report on Form
8-K with the Securities and Exchange Commission during the quarter
ended December 31, 2000.
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of
1934, the Company has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
APPLIED INDUSTRIAL TECHNOLOGIES, INC.
(Company)
Date: February 13, 2001 By: /s/ John R. Whitten
----------------------------------------
John R. Whitten
Vice President-Chief Financial Officer &
Treasurer
Date: February 13, 2001 By: /s/ Mark O. Eisele
----------------------------------------
Mark O. Eisele
Vice President & Controller
15
17
APPLIED INDUSTRIAL TECHNOLOGIES, INC.
EXHIBIT INDEX
TO FORM 10-Q FOR THE QUARTER ENDED DECEMBER 31, 2000
EXHIBIT NO. DESCRIPTION PAGE
3(a) Amended and Restated Articles of Incorporation of
Applied Industrial Technologies, Inc. (filed as Exhibit
3(a) to the Company's Form 10-Q for the quarter ended
September 30, 1998, SEC File No. 1-2299, and
incorporated here by reference).
3(b) Code of Regulations of Applied Industrial Technologies,
Inc., as amended on October 19, 1999 (filed as Exhibit
3(b) to the Company's Form 10-Q for the quarter ended
September 30, 1999, SEC File No. 1-2299, and
incorporated here by reference).
4(a) 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 the Company's Registration Statement on
Form S-4 filed May 23, 1997, Registration No. 333-27801,
and incorporated here by reference).
4(b) $80,000,000 Maximum Aggregate Principal Amount Note
Purchase and Private Shelf Facility dated October 31,
1992 between the Company and The Prudential Insurance
Company of America (filed as Exhibit 4(b) to the
Company's Registration Statement on Form S-4 filed May
23, 1997, Registration No. 333-27801, and incorporated
here by reference).
4(c) Amendment to $80,000,000 Maximum Aggregate Principal
Amount Note Purchase and Private Shelf Facility dated
October 31, 1992 between the Company and The Prudential
Insurance Company of America (filed as Exhibit 4(g) to
the Company's Form 10-Q for the quarter ended March 31,
1996,
18
EXHIBIT NO. DESCRIPTION PAGE
SEC File No. 1-2299, and incorporated here by
reference).
4(d) Private Shelf Agreement dated as of November 27, 1996,
as amended on January 30, 1998, between the Company and
The Prudential Insurance Company of America (filed as
Exhibit 4(f) to the Company's Form 10-Q for the quarter
ended March 31, 1998, SEC File No. 1-2299, and
incorporated here by reference).
4(e) Amendment dated October 24, 2000 to 1996 Private Shelf
Agreement between the Company and The Prudential
Insurance Company of America (filed as Exhibit 4(e) to
the Company's Form 10-Q for the quarter ended September
30, 2000, SEC File No. 1-2299, and incorporated here by
reference).
4(f) $150,000,000 Credit Agreement dated as of November 5,
1998 among the Company, KeyBank National Association as
Agent, and various financial institutions (filed as
Exhibit 4(e) to the Company's Form 10-Q for the quarter
ended September 30, 1998, SEC File No. 1-2299, and
incorporated here by reference).
4(g) Rights Agreement, dated as of February 2, 1998, between
the Company and Harris Trust and Savings Bank, as Rights
Agent, which includes as Exhibit B thereto the Form of
Rights Certificate (filed as Exhibit No. 1 to the
Company's Registration Statement on Form 8-A filed July
20, 1998, SEC File No. 1-2299, and incorporated here by
reference).
10 Third Amendment to the Applied Industrial Technologies,
Inc. Supplement Executive Retirement Benefits Plan (July
1, 1997 Restatement), effective as of October 1, 2000. Attached
Certain instruments with respect to long-term debt have not been filed as exhibits
as the total amount of securities authorized under any one of such instruments does
not exceed 10 percent of the total assets of the Company and its subsidiaries on a
consolidated basis. The Company agrees to furnish to the Commission a copy of each
such instrument upon request.