PARKER HANNIFIN CORP
10-Q, 1996-11-14
MISCELLANEOUS FABRICATED METAL PRODUCTS
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                        UNITED STATES
              SECURITIES AND EXCHANGE COMMISSION
                   WASHINGTON, D.C.  20549

                          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, 1996

                              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 1-4982



                    PARKER-HANNIFIN CORPORATION                   
        (Exact name of registrant as specified in its charter)


             OHIO                         34-0451060    
       (State or other                   (IRS Employer
       jurisdiction of                    Identification No.)
       incorporation)


       17325 Euclid Avenue, Cleveland, Ohio      44112   
      (Address of principal executive offices) (Zip Code)



Registrant's telephone number, including area code:  (216) 531-3000



Indicate by check mark whether 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.


Number of Common Shares outstanding at September 30, 1996   74,318,378


<PAGE>


                      PARKER-HANNIFIN CORPORATION

                                  INDEX

                                                                  Page Nos.

PART I - FINANCIAL INFORMATION

            Item 1.     Financial Statements

                        Consolidated Statement of Income -
                        Three Months Ended September 30, 1996
                        and 1995                                        3

                        Consolidated Balance Sheet -
                        September 30, 1996 and June 30, 1996            4

                        Consolidated Statement of Cash Flows -
                        Three Months Ended September 30, 1996
                        and 1995                                        5

                        Business Segment Information by Industry -
                        Three Months Ended September 30, 1996
                        and 1995                                        6

                        Notes to Consolidated Financial Statements      7

            Item 2.     Management's Discussion and Analysis
                        of Financial Condition and Results
                        of Operations                                  8-9



PART II - OTHER INFORMATION

            Item 4.     Submission of Matters to a                      10
                        Vote of Security Holders

            Item 6.     Exhibits and Reports on Form 8-K                11

            EXHIBIT 11*   - Computation of Earnings per Common Share    13

            EXHIBIT 27*   - Financial Data Schedule                     14


*Numbered in accordance with Item 601 of Regulation S-K.









                                   - 2 -
<PAGE>
                        PART I - FINANCIAL INFORMATION

<TABLE>
<CAPTION>
                          PARKER-HANNIFIN CORPORATION
                       CONSOLIDATED STATEMENT OF INCOME
               (Dollars in thousands, except per share amounts)
                                  (Unaudited)


                                    Three Months Ended
                                        September 30,
                                        1996       1995
                                   _________  _________
<S>                                <C>        <C>
Net sales                          $ 959,328  $ 839,054
Cost of sales                        754,498    645,609
                                   _________  _________

Gross profit                         204,830    193,445
Selling, general and
    administrative expenses          114,444     97,719
                                   _________  _________

Income from operations                90,386     95,726
Other income (deductions):
   Interest expense                  (12,314)    (7,988)
   Interest and other income, net      1,780      3,333
                                   _________  _________
                                     (10,534)    (4,655)
                                   _________  _________
Income before income taxes            79,852     91,071
Income taxes                          28,747     33,696
                                   _________  _________
Net income                         $  51,105  $  57,375
                                   =========  =========

Earnings per share                 $     .69  $     .77

Cash dividends per common share    $     .18  $     .18

    See accompanying notes to consolidated financial statements.
</TABLE>
                                    - 3 -
<PAGE>
<TABLE>
<CAPTION>
                          PARKER-HANNIFIN CORPORATION
                          CONSOLIDATED BALANCE SHEET
                            (Dollars in thousands)

                                                   September 30,      June 30,
                                                           1996          1996
                                                    ___________   ___________
                                                     (Unaudited)
<S>                                                 <C>           <C>
ASSETS
Current assets:
  Cash and cash equivalents                         $    67,123   $    63,953
  Accounts receivable, net                              520,649       538,645
  Inventories:
    Finished products                                   334,213       332,213
    Work in process                                     266,373       269,934
    Raw materials                                       109,003       105,078
                                                    ___________   ___________
                                                        709,589       707,225

  Prepaid expenses                                       15,177        16,031
  Deferred income taxes                                  79,848        76,270
                                                    ___________   ___________

      Total current assets                            1,392,386     1,402,124

Plant and equipment                                   2,090,510     2,048,293
  Less accumulated depreciation                       1,089,749     1,056,516
                                                    ___________   ___________
                                                      1,000,761       991,777

Other assets                                            504,230       493,223
                                                    ___________   ___________

      Total assets                                  $ 2,897,377   $ 2,887,124
                                                    ===========   ===========

LIABILITIES
Current liabilities:
  Notes payable                                     $   162,437   $   173,789
  Accounts payable, trade                               200,257       236,871
  Accrued liabilities                                   298,411       306,504
  Accrued domestic and foreign taxes                     75,913        49,718
                                                    ___________   ___________
      Total current liabilities                         737,018       766,882

Long-term debt                                          433,636       439,797
Pensions and other postretirement benefits              257,921       253,616
Deferred income taxes                                    26,401        24,683
Other liabilities                                        19,956        18,188
                                                    ___________   ___________
      Total liabilities                               1,474,932     1,503,166

SHAREHOLDERS' EQUITY
Serial preferred stock, $.50 par value;
   authorized 3,000,000 shares; none issued              --            --  
Common stock, $.50 par value; authorized
   300,000,000 shares; issued 74,358,822 shares at
   September 30 and 74,291,917 shares at June 30         37,179        37,146
Additional capital                                      167,425       165,259
Retained earnings                                     1,198,549     1,160,828
Currency translation adjustment                          20,810        20,725
                                                    ___________   ___________
                                                      1,423,963     1,383,958
Less treasury shares, at cost:
  40,444 shares at September 30                          (1,518)       --   
                                                    ___________   ___________
      Total shareholders' equity                      1,422,445     1,383,958
                                                    ___________   ___________
      Total liabilities and shareholders' equity    $ 2,897,377   $ 2,887,124
                                                    ===========   ===========

         See accompanying notes to consolidated financial statements.
</TABLE>

                                     - 4 -
<PAGE>
<TABLE>
<CAPTION>
                          PARKER-HANNIFIN CORPORATION
                     CONSOLIDATED STATEMENT OF CASH FLOWS
                            (Dollars in thousands)
                                  (Unaudited)

                                                        Three Months Ended
                                                           September 30,
                                                           1996        1995
                                                      _________   _________
<S>                                                   <C>         <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income                                            $  51,105   $  57,375
  Adjustments to reconcile net income to
        net cash provided by operations: 
     Depreciation                                        37,882      31,979
     Amortization                                         6,043       2,722
     Deferred income taxes                               (4,606)     (5,922)
     Foreign currency transaction loss (gain)                45        (291)
     Loss (gain) on sale of plant and equipment             263        (589)

  Changes in assets and liabilities:
      Accounts receivable                                18,426       9,195
      Inventories                                         4,466     (21,553)
      Prepaid expenses                                      875       1,071
      Other assets                                       (2,780)     (3,330)
      Accounts payable, trade                           (36,909)    (32,827)
      Accrued payrolls and other compensation           (18,245)    (19,741)
      Accrued domestic and foreign taxes                 26,201      28,409
      Other accrued liabilities                          12,349       4,503
      Pensions and other postretirement benefits          3,582      (7,738)
      Other liabilities                                   1,838      (1,102)
                                                      _________   _________
           Net cash provided by operating activities    100,535      42,161

CASH FLOWS FROM INVESTING ACTIVITIES
  Acquisitions (excluding cash of $68 in 1995)          (17,224)    (11,780)
  Capital expenditures                                  (42,962)    (44,683)
  Proceeds from sale of plant and equipment               1,288       4,323
  Other                                                  (3,187)     (5,670)
                                                      _________   _________
           Net cash used in investing activities        (62,085)    (57,810)

CASH FLOWS FROM FINANCING ACTIVITIES
  Payments from common share activity                    (3,197)       (144)
  (Payments) proceeds from notes payable, net           (14,400)     13,640
  Proceeds from long-term borrowings                        163         214
  Payments of long-term borrowings                       (3,952)     (1,355)
  Dividends                                             (13,384)    (13,329)
                                                      _________   _________
           Net cash used in financing activities        (34,770)       (974)

  Effect of exchange rate changes on cash                  (510)       (161)
                                                      _________   _________
  Net increase (decrease) in cash and
    cash equivalents                                      3,170     (16,784)

  Cash and cash equivalents at beginning of year         63,953      63,830
                                                      _________   _________
  Cash and cash equivalents at end of period          $  67,123   $  47,046
                                                      =========   =========

         See accompanying notes to consolidated financial statements.
</TABLE>
                                     - 5 -
<PAGE>


                         PARKER-HANNIFIN CORPORATION
                   BUSINESS SEGMENT INFORMATION BY INDUSTRY
                            (Dollars in thousands)
                                  (Unaudited)

Parker operates in two industry segments:  Industrial and Aerospace. 
The Industrial Segment is the largest and includes the International
operations. 

Industrial - This segment produces a broad range of motion-control and
fluid systems and components used in all kinds of manufacturing, 
packaging, processing, transportation, mobile construction, and
agricultural and military machinery and equipment.  Sales are direct to
major original equipment manufacturers (OEMs) and through a broad
distribution network to smaller OEMs and the aftermarket.

Aerospace - This segment designs and manufactures products and
provides aftermarket support for commercial, military and
general-aviation aircraft, missile and spacecraft markets. The
Aerospace Segment provides a full range of systems and components
for hydraulic, pneumatic and fuel applications.

<TABLE>
<CAPTION>
Results by Business Segment: 
                                                Three Months Ended
                                                   September 30,
                                                  1996        1995
                                             _________   _________
<S>                                          <C>         <C>
Net sales, including intersegment sales
    Industrial: 
        North America                        $ 503,750   $ 474,073
        International                          259,760     229,763
    Aerospace                                  195,936     135,331
    Intersegment sales                            (118)       (113)
                                             _________   _________
Total                                        $ 959,328   $ 839,054
                                             =========   =========

Income from operations before corporate
  general and administrative expenses
    Industrial: 
        North America                        $  68,603   $  66,562
        International                           12,929      22,184
    Aerospace                                   20,924      18,379
                                             _________   _________
Total                                          102,456     107,125

Corporate general and administrative
  expenses                                      12,070      11,399
                                             _________   _________
Income from operations                       $  90,386   $  95,726
                                             =========   =========


         See accompanying notes to consolidated financial statements.
</TABLE>
                                     - 6 -
<PAGE>

                          PARKER-HANNIFIN CORPORATION
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                Dollars in thousands, except per share amounts
                           _______________________


1.  Management Representation

    In the opinion of the Company, the accompanying unaudited consolidated 
    financial statements contain all adjustments (consisting of only normal 
    recurring accruals) necessary to present fairly the financial position as 
    of September 30, 1996, the results of operations for the three months 
    ended September 30, 1996 and 1995 and cash flows for the three months then 
    ended.


2.  Earnings per share

    Primary earnings per share are computed using the weighted average number 
    of shares of common stock and common stock equivalents outstanding during 
    the period.  Fully diluted earnings per share are not presented because 
    such dilution is not material.


3.  Acquisitions

    On September 5, 1996 the Company purchased the assets of the industrial 
    hydraulic product line of Hydraulik-Ring AG, of Nurtingen, Germany, for 
    approximately $17 million cash. Annual sales for this operation for the 
    most recent year prior to acquisition were approximately $31 million. 
    This acquisition was accounted for by the purchase method.

                                     - 7 -
<PAGE>
                          PARKER-HANNIFIN CORPORATION

                                   FORM 10-Q
                   MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                FINANCIAL CONDITION AND RESULTS OF OPERATIONS

                FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1996
                AND COMPARABLE PERIOD ENDED SEPTEMBER 30, 1995


CONSOLIDATED STATEMENT OF INCOME

Net sales for the first quarter of fiscal 1997 increased 14.3 percent to 
$959.3 million from $839.1 million for the first quarter of fiscal 1996. 
Without the effect of acquisitions made within the past twelve months the 
increase would have been 4.1 percent.

Income from operations decreased 5.6 percent to $90.4 million. As a percent of 
sales the current-quarter operating income decreased to 9.4 percent from 11.4 
percent the prior-year quarter. Cost of sales, as a percent of sales, 
increased to 78.6 percent from 76.9 percent. These results reflect the 
weakness experienced in the heavy-duty truck manufacturing, semiconductor 
fabrication and European industrial markets, which resulted in a mix of 
shipments producing lower margins. Selling, general and administrative 
expenses, as a percent of sales, increased to 11.9 percent from 11.6 percent 
due to recent acquisitions with higher costs and costs associated with the 
Company's emphasis to provide a global presence of the sales force.

Interest expense for the current-year quarter increased $4.3 million due to 
the increased borrowings incurred to complete recent acquisitions.

Net Income for the quarter decreased 10.9 percent to $51.1 million and 
decreased to 5.3 percent of sales compared to 6.8 percent the prior-year 
quarter.

Backlog increased to $1.4 billion at September 30, 1996 compared to $1.0 
billion the prior year and $1.3 billion at June 30, 1996. The increase from 
the prior year was primarily due to acquisitions. 


RESULTS BY BUSINESS SEGMENT

INDUSTRIAL - Net sales of the Industrial Segment increased 8.5 percent to 
$763.5 million compared to $703.8 million the prior year. Industrial North 
America sales increased 6.3 percent while Industrial International sales 
increased 13.1 percent. Without the effect of acquisitions, North American
sales would have increased 4.8 percent and International sales would have 
remained relatively flat. Without the effects of currency rate changes 
International sales (with acquisitions) would have increased nearly 17 
percent. Industrial North America experienced a changed mix of products with 
increases occurring in the instrumentation controls and refrigeration and air 
conditioning markets, partially offset by declines in the heavy-duty truck 
manufacturing and semiconductor fabrication markets.

Operating income for the Industrial Segment decreased 8.1 percent to $81.5 
million. Industrial North America increased 3.1 percent while Industrial 
International decreased 41.7 percent. North American operating income, as a 
percent of sales, decreased to 13.6 percent from 14.0 percent as margins were 
affected by the changed mix of products sold. International operating income, 
as a percent of sales, decreased to 5.0 percent from 9.7 percent primarily due 
to the stagnant industrial economy in Europe, a changed product mix and lower 
margin returns from sales contributed by recent acquisitions.

Industrial Segment backlog increased 7.9 percent compared to a year ago, but 
decreased slightly since June 30, 1996. The increase from the prior year was 
primarily the result of acquisitions. Industrial North America results are 
expected to continue to grow moderately, but there is little indication that 
European results will improve before the second half of the fiscal year.

                                    - 8 -
<PAGE>
AEROSPACE - Net sales of the Aerospace Segment were up 44.8 percent for the 
quarter. Without the effect of the Abex acquisition the increase would have 
been 9.2 percent. This increase was primarily the result of higher volume in 
spare parts, repairs and overhaul and commercial OEM business.

Income from operations increased 13.8 percent year to year, but Income from 
operations as a percent of sales decreased to 10.7 percent from 13.6 percent. 
The decrease in margin was primarily the result of lower margins of the 
recently acquired Abex operations. The Company has announced plans to 
consolidate these operations to strive for more cost-effective manufacturing 
and administrative functions. The costs for this restructuring, part of the 
purchase accounting of the Abex acquisition, will not impact future earnings.

Backlog for the Aerospace Segment increased 48.7 percent compared to a year 
ago, primarily as a result of the Abex acquisition, and increased 3.1 percent 
since June 30, 1996. The Aerospace Segment is expected to continue to grow 
throughout the year, with margins remaining at current levels or improving as 
volume efficiencies are achieved.


BALANCE SHEET

Working capital increased to $655.4 million at September 30, 1996 from $635.2 
million at June 30, 1996, with the ratio of current assets to current 
liabilities increasing slightly to 1.9 to 1. The increase was primarily due to 
decreases in Accounts payable, trade and Notes payable, partially offset by a 
decrease in Accounts receivable, net and an increase in Accrued domestic and 
foreign taxes. 

Accounts receivable, net decreased $18.0 since June 30, 1996 as collections 
improved for both Industrial North America and Industrial International. 
Overall days sales outstanding improved during the quarter.

Inventories increased slightly for the quarter, but would have decreased 
without the addition of Inventories purchased through an acquisition. Months 
supply decreased slightly during the quarter.

Accounts payable, trade decreased $36.6 million since June 30, 1996 with the 
reduction occurring consistently throughout the operations.

Plant and equipment, net increased $9.0 million due to both acquisitions and 
capital expenditures.  An $11.0 million increase in Other assets was primarily 
due to an increase in goodwill from acquisitions and an increase in deferred 
tax assets.

The debt to debt-equity ratio decreased to 29.5 percent at September 30, 1996 
compared to 30.7 percent as of June 30, 1996.


STATEMENT OF CASH FLOWS

Net cash provided by operating activities was $100.5 million in fiscal 1997 
compared to $42.2 million for the three months ended September 30, 1995. The 
additional net cash provided was primarily the result of activity within the 
principal working capital items - Accounts receivable, Inventories, and 
Accounts payable, trade - which used cash of $14.0 million in fiscal 1997, 
compared to using cash of $45.2 million in fiscal 1996. In addition, cash was 
provided by an increase in Other accrued liabilities and increases in the 
Pensions and other postretirement benefits accrual and Other liabilities, 
which had used cash in the prior year.

Financing activities used net cash of $34.8 million in fiscal 1997 as opposed 
to $1.0 million for the three months ended September 30, 1995. Payments of 
Notes payable used cash of $14.4 million in fiscal 1997 compared to proceeds 
from Notes payable of $13.6 million in fiscal 1996.


                                    - 9 -
<PAGE>
                      PARKER-HANNIFIN CORPORATION

                      PART II - OTHER INFORMATION


            Item 4.   Submission of Matters to a Vote of Security Holders.

            (a)   The Annual Meeting of the Shareholders of the Registrant 
                  was held on October 23, 1996.

            (b)   Not applicable.

            (c) (i)   The Shareholders elected five directors to the three-
                      year class whose term of office will expire in 1999 
                      as follows:

                                          Votes For    Votes Withheld

                  Paul C. Ely, Jr.        67,677,888       453,600
                  Frank A. LePage         67,658,658       472,830
                  Peter W. Likins         67,690,629       440,859
                  Wolfgang R. Schmitt     67,674,243       457,245
                  Stephanie A. Streeter   67,633,814       477,674

                  No Shareholders abstained.

                (ii)   The Shareholders approved the appointment of Coopers 
                       & Lybrand L.L.P. as auditors of the Corporation for 
                       the fiscal year ending June 30, 1997 as follows:

                  For                     67,799,223
                  Against                    136,618
                  Abstain                    195,646


            (d)   Not applicable.






                                   - 10 -
<PAGE>
            Item 6.   Exhibits and Reports on Form 8-K.

            (a)   The following documents are furnished as exhibits and 
                  numbered pursuant to Item 601 of Regulation S-K:

            Exhibit 11 - Statement regarding computation of per share 
                  earnings.

            Exhibit 27 - Financial Data Schedule

            (b)   No reports on Form 8-K have been filed during the quarter 
                  for which this Report is filed.



                                   SIGNATURE

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.


                                           PARKER-HANNIFIN CORPORATION
                                                   (Registrant)

                                              Michael J. Hiemstra
                                              Michael J. Hiemstra
                                          Vice President - Finance and 
                                          Administration and Chief 
                                          Financial Officer



Date:  November 14, 1996




                                   - 11 -
<PAGE>
                               EXHIBIT INDEX


                                                               Sequential
Exhibit No.               Description of Exhibit                  Page  


    11                    Computation of Earnings
                          Per Common Share                         13

    27                    Financial Data Schedule                  14



                                   - 12 -
<PAGE>

                                  EXHIBIT 11
<TABLE>
<CAPTION>
                          PARKER-HANNIFIN CORPORATION

                                   FORM 10-Q
                   COMPUTATION OF EARNINGS PER COMMON SHARE
               (Dollars in thousands, except per share amounts)
                                 (Unaudited)


                                                     Three Months Ended
                                                        September 30,
                                                      1996          1995
                                               ___________   ___________
<S>                                            <C>           <C>
Net income applicable to common shares         $    51,105   $    57,375
                                               ===========   ===========

Weighted average common shares outstanding
    for the period                              74,303,064    74,070,861
Increase in weighted average from dilutive
    effect of exercise of stock options            581,226       811,722
                                               ___________   ___________
Weighted average common shares, assuming
    issuance of the above securities            74,884,290    74,882,583
                                               ===========   ===========

Earnings per common share:

    Primary                                    $       .69   $       .77

    Fully diluted (A)                          $       .68   $       .77



<FN>
(A)  This calculation is submitted in accordance with Regulation S-K
     Item 601(b)(11) although not required for income statement presentation 
     because it results in dilution of less than 3 percent.
</TABLE>
                                    - 13 -
<PAGE>

<TABLE> <S> <C>

<ARTICLE>  5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
PARKER-HANNIFIN CORPORATION'S REPORT ON FORM 10-Q FOR ITS QUARTERLY PERIOD
ENDED SEPTEMBER 30, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO 
SUCH FINANCIAL STATEMENTS.

<MULTIPLIER> 1,000

<PERIOD-TYPE>                                    3-MOS
<FISCAL-YEAR-END>                          JUN-30-1997
<PERIOD-END>                               SEP-30-1996
<CASH>                                          67,123
<SECURITIES>                                         0
<RECEIVABLES>                                  478,942
<ALLOWANCES>                                     5,789
<INVENTORY>                                    709,589
<CURRENT-ASSETS>                             1,392,386
<PP&E>                                       2,090,510
<DEPRECIATION>                               1,089,749
<TOTAL-ASSETS>                               2,897,377
<CURRENT-LIABILITIES>                          737,018
<BONDS>                                        444,515
<COMMON>                                        37,179
                                0
                                          0
<OTHER-SE>                                   1,385,266
<TOTAL-LIABILITY-AND-EQUITY>                 2,897,377
<SALES>                                        959,328
<TOTAL-REVENUES>                               959,328
<CGS>                                          754,498
<TOTAL-COSTS>                                  754,498
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                   117
<INTEREST-EXPENSE>                              12,314
<INCOME-PRETAX>                                 79,852
<INCOME-TAX>                                    28,747
<INCOME-CONTINUING>                             51,105
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    51,105
<EPS-PRIMARY>                                      .69
<EPS-DILUTED>                                      .68

</TABLE>


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