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 August 31, 1994
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 1-4903
PREMIER INDUSTRIAL CORPORATION
(Exact name of registrant as specified in its charter)
Ohio 34-0661122
(State or other jurisdiction of (I.R.S. employer identification no.)
incorporation or organization)
4500 Euclid Avenue, Cleveland, Ohio 44103
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code (216) 391-8300
None
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
Number of shares of Common Stock outstanding at October 3, 1994: 84,837,079
PAGE 1 OF 10 PAGES
Exhibit Index appears on page 9.
PREMIER INDUSTRIAL CORPORATION
Table of Contents
Part I. Financial Information
Item 1 - Financial Statements:
Consolidated Statement of Earnings for the three months
ended August 31, 1994 and 1993 . . . . . . . . . . . . . . . .. . . . 3
Consolidated Balance Sheet at August 31, 1994, and
May 31, 1994 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Consolidated Statement of Cash Flows for the three months
ended August 31, 1994 and 1993 . . . . . . . . . . . . . . . . . . . . 5
Notes to Consolidated Financial Statements . . . . . . . . . . . . . . 6
Item 2 - Management's Discussion and Analysis of Financial Condition and
Results of Operations:
Results of Operations . . . . . . . . . . . . . . . . . . . . . . . . . 7
Liquidity, Capital Resources and Cash Flows (Financial Condition) . . . 7
Part II. Other Information
Item 6 - Exhibits and Reports on Form 8-K . . . . . . . . . . . . . . . 8
Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Exhibit Index . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
PAGE 2 OF 10 PAGES
PART I - FINANCIAL INFORMATION
Item 1 - Financial Statements
PREMIER INDUSTRIAL CORPORATION AND SUBSIDIARIES
Consolidated Statement of Earnings
(Unaudited)
(In thousands of dollars, except per share amounts)
Three Months Ended
August 31,
1994 1993
Operating revenues $ 198,372 $ 177,758
Other income, net 779 1,180
199,151 178,938
Costs and expenses:
Cost of sales 108,059 96,267
Selling, administrative and general 47,973 46,172
Depreciation 1,946 1,873
Amortization of other assets 98 81
Interest 74 70
158,150 144,463
Earnings before income taxes 41,001 34,475
Income taxes 15,609 12,395
Net earnings $ 25,392 $ 22,080
Net earnings per share $ .30 $ .26
Dividends per share $ .10 $ .09
Common shares and common stock
equivalents outstanding 84,943,853 86,384,601
See accompanying Notes to Consolidated Financial Statements.
PAGE 3 OF 10 PAGES
PREMIER INDUSTRIAL CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheet
(In thousands of dollars)
ASSETS August 31, May 31,
1994 1994
(Unaudited) (Audited)
Current assets:
Cash and equivalents $ 51,288 $ 42,122
Temporary investments 103,937 87,466
Receivables, less allowance 107,688 107,911
Inventories 161,546 155,261
Prepaid expenses and deferred
income taxes 10,473 10,177
Total current assets 434,932 402,937
Property, plant and equipment, at cost,
less accumulated depreciation 53,936 52,584
Other assets, at cost,
less accumulated amortization 39,381 38,227
$ 528,249 $ 493,748
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Payables $ 29,455 $ 24,664
Accrued liabilities 36,267 23,252
Total current liabilities 65,722 47,916
Deferred income taxes 17,743 16,133
Long-term debt 6,500 6,500
Shareholders' Equity:
Serial preferred stock, without par value;
1,500,000 shares authorized but unissued - -
Common stock, without par value;
stated value $1 per share; 100,000,000
shares authorized, 87,076,321
issued 87,076 87,076
Retained earnings 407,015 390,087
Foreign currency translation adjustment 705 221
Treasury shares at cost (2,239,242 and
2,130,567 shares at August 31, 1994 and
May 31, 1994, respectively) (56,512) (54,185)
438,284 423,199
$ 528,249 $ 493,748
See accompanying Notes to Consolidated Financial Statements.
PAGE 4 OF 10 PAGES
PREMIER INDUSTRIAL CORPORATION AND SUBSIDIARIES
Consolidated Statement of Cash Flows
(Unaudited)
Three Months Ended
August 31,
1994 1993
(In thousands of dollars)
Cash and equivalents at beginning
of period $42,122 $43,724
Cash flows from operating activities:
Net earnings 25,392 22,080
Adjustments to reconcile net earnings
to net cash provided by operating activities:
Depreciation and amortization 2,044 1,954
Deferred income taxes 1,610 3,667
Changes in:
Receivables 223 8,409
Prepaid expenses (296) (5,826)
Inventories (6,285) (7,360)
Payables 4,791 (1,236)
Accrued Liabilities 13,015 10,907
Other ( 660) (2,539)
Net cash provided by
operating activities 39,834 30,056
Cash flows from investing activities:
Net additions to property, plant and
equipment (3,298) (2,705)
Purchase of temporary investments (241,026) (125,388)
Sale of temporary investments 224,555 107,643
Other (107) (223)
Net cash used in investing
activities: (19,876) (20,673)
Cash flow from financing activities:
Dividends paid (8,484) (7,758)
Purchase of treasury shares (2,327) (13,425)
Proceeds from stock plans 19 17
Net cash used in financing
activities (10,792) (21,166)
Cash and equivalents at end of period $51,288 $31,941
See accompanying Notes to Consolidated Financial Statements.
PAGE 5 OF 10 PAGES
PREMIER INDUSTRIAL CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
1. The accompanying unaudited consolidated financial statements contain all
adjustments (consisting only of normal recurring adjustments) which, in
the opinion of management, are necessary to present fairly the
consolidated financial position of Premier Industrial Corporation
and subsidiaries (the "Company") as of August 31, 1994 and the results
of its operations for the three month period then ended
August 31, 1994 and 1993.
3. The Company's inventories consist primarily of finished goods. Costs of
certain inventories are determined using the dollar value LIFO method.
If all inventroy costs were determined on a FIFO basis, inventories would
have been $6,776,000 and $6,636,000 higher than reported at
August 31, 1994 and May 31, 1994.
PAGE 6 OF 10 PAGES
Item 2 - Management's Discussion and Analysis of Financial
Condition and Results of Operations
Results Of Operations
First Quarter Ended August 31, 1994 versus First Quarter Ended August 31, 1993
Operating revenues of $198,372,000 were 11.6%, or $20,614,000, ahead of the
$177,758,000 reported for the same period last year. The increase in
revenues reflects continued gains by the Electronics Distribution Group,
as well as a pick-up in demand in the General Products Group.
Cost of sales of $108,059,000 increased 12.6%, primarily related to the
revenue gain. Selling, administrative, and general expenses increased 3.9%,
or $1,801,000. Higer levels of payroll and operating costs related to the
increased sales activity, partially offset by expense control efforts,
accounted for the majority of the increase.
Primarily as a result of the above-noted factors earnings before income taxes
increased 18.9% Income taxes increased 25.9% or $3,214,000 due to higher
effective tax rates. As a result, net earnings increased 15% or $3,312,000.
Liquidity, Captial Resources and Cash Flows (Financial Condition)
The Company continues to maintain a solid financial condition. At August 31,
1994, working capital was $369,210,000 compared with $355,021,000 at May 31,
1994, an increase of $14,189,000. The ratio of current assets to current
liabilities was 6.6 to 1 at August 31, 1994. The Company requires
significant funds to carry extensive product inventories, as product
availability and customer service, including rapid delivery, are key factors
in maintaining a strong competitive position in each industry segment.
The Company's long-term debt of $6,500,000 in variable rate Industrial
Development Bonds continues to represent less than 2% of total capitalization
at August 31, 1994.
The Company's principal source of cash continues to be that provided by
operating activities. Net cash provided by operating activities may
fluctuate as a result of variations in operating income, receivable levels
and the timing of payment of taxes, inventory and services. The Company
expects, however, that earnings will provide sufficient cash to meet the
Company's presently anticipated needs for cash, including funds for investing
and financing activities.
Net cash used in investing activities during the first three months of fiscal
1994 consisted of net increase of $16,471,000 in temorpary investments
retained for future business use. Net cash used in financing activities
for the three-month period included cash dividends paid to shareholders of
$8,484,000. During the quarter, the Company purchased approximately
109,000 of its shares for $2,327,000. As a result of these activities,
coupled with cash generated from operations, cash and equivalents increased
$9,166,000.
PAGE 7 OF 10 PAGES
PART II - OTHER INFORMATION
Item 6 - Exhibits and Reports on Form 8-K
(a) Exhibits. See Exhibit Index on page 9 of this quarterly report on
Form 10-Q.
(b) No reports on Form 8-K were filed during the quarter ended
August 31, 1994.
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.
Date: October 14, 1994 PREMIER INDUSTRIAL CORPORATION
(Registrant)
/s/ Philip S. Sims
Philip S. Sims, Vice Chairman of the Board
(Principal Financial Officer and Duly
Authorized Signatory on Behalf of
Registrant)
PAGE 8 OF 10 PAGES
Exhibit Index
Exhibit
Number* Description of Exhibit Page Number
11 Computation of Net Earnings Per Share . . . . . . . . . 10
*Numbered in accordance with Item 601 of Regulation S-K.
PAGE 9 OF 10 PAGES
Exhibit 11
PREMIER INDUSTRIAL CORPORATION AND SUBSIDIARIES
Computation of Net Earnings Per Share
Three Months Ended
August 31,
1994 1993
Primary:
Weighted average number of common
shares outstanding during the
period 84,839,874 85,951,495
Common stock equivalents:
Incremental shares, as determined
under the treasury stock method,
upon the assumed exercise of
options outstanding during the
period using the average market
price 103,979 433,106
84,943,853 86,384,601
Net earnings $25,392,000 $22,080,000
Net earnings per share $ .30 $ .26
Fully diluted:
Weighted average number of
common shares outstanding
during the period 84,839,874 85,951,495
Common stock equivalents:
Incremental shares, as determined
under the treasury stock method,
upon the assumed exercise of
options outstanding during the
period using the quarter-ended
market price if higher than
the average market price 129,786 433,106
84,969,660 86,384,601
Net earnings $25,392,000 $22,080,000
Net earnings per share $ .30 $ .26
PAGE 10 OF 10 PAGES
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<PERIOD-TYPE> QTR-1
<FISCAL-YEAR-END> MAY-31-1995
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0
0
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