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<SEC-DOCUMENT>0000950152-04-006757.txt : 20040909
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<ACCEPTANCE-DATETIME>20040909094410
ACCESSION NUMBER: 0000950152-04-006757
CONFORMED SUBMISSION TYPE: 10-K
PUBLIC DOCUMENT COUNT: 7
CONFORMED PERIOD OF REPORT: 20040630
FILED AS OF DATE: 20040909
DATE AS OF CHANGE: 20040909
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: APPLIED INDUSTRIAL TECHNOLOGIES INC
CENTRAL INDEX KEY: 0000109563
STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-MACHINERY, EQUIPMENT & SUPPLIES [5080]
IRS NUMBER: 340117420
STATE OF INCORPORATION: OH
FISCAL YEAR END: 0630
FILING VALUES:
FORM TYPE: 10-K
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-02299
FILM NUMBER: 041021727
BUSINESS ADDRESS:
STREET 1: ONE APPLIED PLAZA
CITY: CLEVELAND
STATE: OH
ZIP: 44115-5056
BUSINESS PHONE: 216-426-4753
MAIL ADDRESS:
STREET 1: ONE APPLIED PLAZA
CITY: CLEVELAND
STATE: OH
ZIP: 44115-5056
FORMER COMPANY:
FORMER CONFORMED NAME: BEARINGS INC /OH/
DATE OF NAME CHANGE: 19920703
FORMER COMPANY:
FORMER CONFORMED NAME: BROWN JIM STORES INC
DATE OF NAME CHANGE: 19600201
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<FILENAME>l09472ae10vk.txt
<DESCRIPTION>APPLIED INDUSTRIAL TECHNOLOGIES, INC. 10-K/FISCAL YEAR END 6-30-04
<TEXT>
<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X] Annual report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the fiscal year ended June 30, 2004 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
APPLIED INDUSTRIAL TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Ohio 34-0117420
----------------------------------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Applied Plaza, Cleveland, Ohio 44115
----------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (216) 426-4000.
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
------------------- -----------------------------------------
Common Stock, without par value New York Stock Exchange
Preferred Stock Purchase Rights
Securities registered pursuant to Section 12(g) of the Act: None
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 [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
<PAGE>
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act). Yes [X] No [ ]
State the aggregate market value of the voting and non-voting common equity held
by non-affiliates computed by reference to the price at which the common equity
was last sold, or the average bid and asked price of such common equity, as of
the last business day of the registrant's most recently completed second fiscal
quarter (December 31, 2003): $446,092,883.
Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practicable date.
<TABLE>
<CAPTION>
Class Outstanding at August 24, 2004
----- ------------------------------
<S> <C>
Common Stock, without par value 19,601,724
</TABLE>
DOCUMENTS INCORPORATED BY REFERENCE
Listed hereunder are the documents, portions of which are incorporated by
reference, and the Parts of this Form 10-K into which such portions are
incorporated:
(1) Applied Industrial Technologies, Inc. Annual Report to
shareholders for the fiscal year ended June 30, 2004, portions of
which are incorporated by reference into Parts I, II and IV of
this Form 10-K; and,
(2) Applied Industrial Technologies, Inc. Proxy Statement dated
September 9, 2004, portions of which are incorporated by reference
into Parts II, III, and IV of this Form 10-K.
1
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
CAUTIONARY STATEMENT UNDER PRIVATE SECURITIES 3
LITIGATION REFORM ACT
PART I 4
Item 1. Business 4
Item 2. Properties 10
Item 3. Legal Proceedings 11
Item 4. Submission of Matters to a Vote of Security Holders 11
EXECUTIVE OFFICERS OF THE REGISTRANT 11
PART II
Item 5. Market for Registrant's Common Equity, Related
Stockholder Matters and Issuer Purchases of Equity Securities 13
Item 6. Selected Financial Data 14
Item 7. Management's Discussion and Analysis 14
Item 7A. Quantitative and Qualitative Disclosures about Market Risk 14
Item 8. Financial Statements and Supplementary Data 14
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure 15
Item 9A. Controls and Procedures 15
Item 9B. Other Information 15
PART III
Item 10. Directors and Executive Officers of the Registrant 16
Item 11. Executive Compensation 16
Item 12. Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters 16
Item 13. Certain Relationships and Related Transactions 17
Item 14. Principal Accountant Fees and Services 17
PART IV
Item 15. Exhibits and Financial Statement Schedules 17
REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM 23
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS 24
SIGNATURES 25
EXHIBITS
</TABLE>
2
<PAGE>
CAUTIONARY STATEMENT
UNDER PRIVATE SECURITIES LITIGATION REFORM ACT
THIS REPORT, INCLUDING THE DOCUMENTS INCORPORATED BY REFERENCE,
CONTAINS 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," "WILL," AND SIMILAR
EXPRESSIONS. APPLIED INTENDS THAT THE FORWARD-LOOKING STATEMENTS BE SUBJECT TO
THE SAFE HARBORS ESTABLISHED IN THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
1995 AND BY THE SECURITIES AND EXCHANGE COMMISSION IN ITS RULES, REGULATIONS,
AND RELEASES.
READERS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON ANY
FORWARD-LOOKING STATEMENTS. ALL FORWARD-LOOKING STATEMENTS ARE BASED ON CURRENT
EXPECTATIONS REGARDING IMPORTANT RISK FACTORS, MANY OF WHICH ARE OUTSIDE
APPLIED'S CONTROL. ACCORDINGLY, ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE
EXPRESSED IN THE FORWARD-LOOKING STATEMENTS, AND THE MAKING OF THOSE STATEMENTS
SHOULD NOT BE REGARDED AS A REPRESENTATION BY APPLIED OR ANY OTHER PERSON THAT
THE RESULTS EXPRESSED IN THE STATEMENTS WILL BE ACHIEVED. IN ADDITION, APPLIED
ASSUMES NO OBLIGATION PUBLICLY TO UPDATE OR REVISE ANY FORWARD-LOOKING
STATEMENTS, WHETHER BECAUSE OF NEW INFORMATION OR EVENTS, OR OTHERWISE.
APPLIED BELIEVES ITS PRIMARY RISK FACTORS INCLUDE, BUT ARE NOT LIMITED
TO, THOSE IDENTIFIED IN "NARRATIVE DESCRIPTION OF BUSINESS," IN PART I, ITEM 1,
SECTION (c), BELOW, AND THE FOLLOWING: CHANGES IN THE ECONOMY OR SPECIFIC
CUSTOMER INDUSTRY SECTORS; REDUCED DEMAND FOR OUR PRODUCTS IN TARGETED MARKETS
DUE TO CONSOLIDATION IN CUSTOMER INDUSTRIES AND THE TRANSFER OF MANUFACTURING
CAPACITY TO FOREIGN COUNTRIES; CHANGES IN INTEREST RATES AND INFLATION; CHANGES
IN CUSTOMER PROCUREMENT POLICIES AND PRACTICES; CHANGES IN PRODUCT MANUFACTURER
SALES POLICIES AND PRACTICES; THE AVAILABILITY OF PRODUCTS AND LABOR; CHANGES IN
OPERATING EXPENSES; PRICE INCREASES OR DECREASES; CHANGES IN RELATIONSHIPS WITH
EXISTING CUSTOMERS AND SUPPLIERS; THE VARIABILITY AND TIMING OF NEW BUSINESS
OPPORTUNITIES INCLUDING ACQUISITIONS, ALLIANCES, CUSTOMER RELATIONSHIPS, AND
SUPPLIER AUTHORIZATIONS; OUR ABILITY TO REALIZE THE ANTICIPATED BENEFITS OF
ACQUISITIONS AND OTHER BUSINESS STRATEGIES; THE INCURRENCE OF DEBT AND
CONTINGENT LIABILITIES IN CONNECTION WITH ACQUISITIONS; CHANGES IN ACCOUNTING
POLICIES AND PRACTICES; ORGANIZATIONAL CHANGES WITHIN THE COMPANY; THE EMERGENCE
OF NEW COMPETITORS, INCLUDING FIRMS WITH GREATER FINANCIAL RESOURCES; RISKS AND
UNCERTAINTIES ASSOCIATED WITH OUR FOREIGN OPERATIONS, INCLUDING INFLATION,
RECESSIONS, AND FOREIGN CURRENCY EXCHANGE RATES; ADVERSE RESULTS IN SIGNIFICANT
LITIGATION MATTERS; ADVERSE REGULATION AND LEGISLATION; AND THE OCCURRENCE OF
EXTRAORDINARY EVENTS (INCLUDING PROLONGED LABOR DISPUTES, NATURAL EVENTS AND
ACTS OF GOD, TERRORIST ACTS, FIRES, FLOODS, AND ACCIDENTS).
3
<PAGE>
PART I.
ITEM 1. BUSINESS.
In this Annual Report on Form 10-K, "Applied" refers to Applied
Industrial Technologies, Inc. References to "we," "us," "our," and "the company"
refer to Applied and its subsidiaries.
The company is one of North America's leading distributors of
industrial products and fluid power products and systems. In addition, we
provide fluid power, mechanical, electrical, and rubber shop services. We offer
technical application support for our products and provide creative solutions to
help customers minimize downtime and reduce overall procurement costs. Although
we do not generally manufacture the products we sell, we do assemble and repair
various products and systems. Our customers are primarily North American
industrial companies, who use our products to maintain and to repair their
machinery and equipment. We also sell for original equipment manufacturing uses.
Applied and its predecessor companies have engaged in this business
since 1923. Applied reincorporated in Ohio in 1988.
Applied's Internet address is www.applied.com. The following documents
are available free of charge at the investor relations area of our website:
- Our annual report on Form 10-K, quarterly reports on Form
10-Q, current reports on Form 8-K, and amendments to those
reports, together with Section 16 insider beneficial stock
ownership reports, as soon as reasonably practicable after
they are electronically filed with, or furnished to, the
Securities and Exchange Commission
- Our Code of Business Ethics
- Our Board of Directors Governance Principles and Practices
- Charters for the Audit, Corporate Governance, and Executive
Organization & Compensation Committees of our Board of
Directors
The information contained on our website is not incorporated into this
annual report on Form 10-K. The documents referenced above are also available in
print to any shareholder who sends a written request to our Vice President-Chief
Financial Officer & Treasurer at One Applied Plaza, Cleveland, Ohio 44115-5014.
(a) General Development of Business.
In November 2003, we acquired Rodamientos y Bandas de la Laguna, S.A.
de C.V. ("Rybalsa"), a Mexican distributor of bearings and power transmission
components with annual sales of approximately US $10 million. Its operations
have been integrated with our existing Applied Mexico business.
4
<PAGE>
Additional information regarding developments in our business can be
found in our 2004 Annual Report to shareholders under the caption "Management's
Discussion and Analysis" on pages 10 through 17, which is incorporated here by
reference.
(b) Financial Information about Segments.
We have identified only one reportable business segment, service
center-based distribution. This business provides customers with solutions to
their maintenance, repair, and original equipment manufacturing needs by
distributing, through our service center network, bearings and seals, linear
motion products, power transmission products, fluid power products, industrial
rubber products, general maintenance and safety products, and tools. We also
offer technical support and provide creative solutions to help customers
minimize their production downtime and reduce overall procurement costs.
In addition to service center-based distribution, we operate several
specialized fluid power companies that primarily sell products and services
directly to customers rather than through the service centers.
Segment financial information can be found in the 2004 Annual Report to
shareholders in note 12 to the financial statements on pages 32 and 33, and that
information is incorporated here by reference.
(c) Narrative Description of Business.
Overview. Our field operating structure is built on two primary
platforms - industrial products, and fluid power products and systems:
- Industrial Products. Through our service centers, located in
47 states, four Canadian provinces, Puerto Rico, and Mexico,
we distribute industrial products, including bearings and
seals, linear motion products, power transmission products,
fluid power components, industrial rubber products, general
maintenance and safety products, and tools. Customers
primarily purchase our products for scheduled maintenance of
their machinery and equipment and for emergency repairs. In
addition, we operate regional fabricated rubber shops, which
modify and repair conveyor belts and assemble hose apparatuses
in accordance with customer requirements, and rubber service
field crews, which install and repair belts and rubber linings
at customer locations. The industrial products business
accounts for a substantial majority of our field operations
and sales dollars. While the industrial products business
operates in the U.S. using the Applied Industrial Technologies
trade name, we also are known as Bearing & Transmission and
IECO in Canada, Applied Mexico in Mexico, and Rafael Benitez
Carrillo in Puerto Rico.
- Fluid Power. Our specialized fluid power businesses primarily
market their products and services directly to customers, but
also through the service center network. In
5
<PAGE>
addition to distributing fluid power components, the
businesses operate shops that assemble fluid power systems and
components, perform equipment repair, and offer technical
advice to customers. Customers include businesses purchasing
for maintenance and repair applications, as well as for
original equipment manufacturing applications. Our fluid power
businesses operate in various geographic areas under the
following names: Air and Hydraulics Engineering (Southeast),
Air Draulics Engineering (Mississippi Valley), Dees Fluid
Power (Mid-Atlantic and Northeast), Elect-Air (West Coast),
Engineered Sales (Midwest), ESI Power Hydraulics (Midwest),
HyPower (Western Canada), and Kent Fluid Power (West Coast).
Products. We are one of North America's leading distributors of
industrial and fluid power products and systems. Industrial products include
bearings and seals, linear motion products, power transmission products,
industrial rubber products, general maintenance and safety products, and tools.
Fluid power products include hydraulic, pneumatic, lubrication, and filtration
components and systems.
These products are generally manufactured by other companies for whom
we serve as a non-exclusive distributor. These suppliers also may provide us
product training, as well as sales and marketing support. We believe that these
relationships are generally good. The loss of certain suppliers could adversely
affect our business. Authorizations to represent particular suppliers and
product lines may vary by geographic region.
Our product suppliers generally confine their direct sales activities
to large-volume transactions, mainly with original equipment manufacturers. Our
suppliers generally do not sell maintenance and repair products directly to the
customer but instead refer the customer to us or another distributor. Of course,
there is no assurance that this practice will continue, however, and its
discontinuance could adversely affect our business.
Net sales by product category for the past three fiscal years can be
found in the 2004 Annual Report to shareholders in note 12 to the financial
statements on page 33, and that information is incorporated here by reference.
Services. Our service center associates advise and assist customers
with respect to product selection and application, and industrial product
inventory management. We consider this advice and assistance to be an integral
part of our sales efforts. Beyond traditional parts distribution services, we
offer product and process solutions involving multiple technologies, helping to
reduce production downtime, as well as overall procurement and maintenance costs
for customers. By providing high levels of service, product and industry
expertise, and technical support, while at the same time offering competitive
pricing, we believe we develop closer, longer-lasting, and more profitable
customer relationships.
Our sales associates include customer sales and service representatives
and account managers, as well as product and industry specialists. Customer
sales and service representatives receive, process, and expedite customer
orders, provide product and pricing information, and assist
6
<PAGE>
account managers in serving customers. Account managers make on-site calls to
current and potential customers to provide product and price information,
identify customer requirements, provide recommendations, and assist in
implementing equipment maintenance and storeroom management programs, including
our automated storeroom replenishment system, AppliedSTORE Plus(SM). Account
managers also measure and document for customers the value of cost savings and
increased productivity generated by our services and recommendations. Product
and industry specialists assist with applications in their areas of technical
expertise.
We maintain inventory levels at each service center tailored to the
local market. These inventories consist of standard items as well as other items
specific to local customers' immediate needs. Eight distribution centers
replenish service center inventories and also may ship products direct to
customers. The inventory maintained at our facilities allows us to satisfy our
customers' just-in-time product needs.
Timely delivery of products is an integral part of our service,
particularly when customers require products for emergency repairs to their
machinery or equipment. Service centers and distribution centers use the most
effective method of transportation available to meet customer needs, including
our own delivery vehicles, dedicated third-party transportation providers, as
well as both surface and air common carrier and courier services.
Our information systems enhance our ability to serve customers. While
we have long transacted with customers through electronic data interchange
(EDI), customers increasingly turn to our electronic commerce website to search
for products in a comprehensive electronic database, research product
attributes, view prices, check inventory levels, place orders, and track order
status. We are continuing to enhance the functionality of the site. Sales
through the website still represent a small portion of our overall sales, but
are growing. We also interface with customers' technology platforms and plant
maintenance systems.
Along with our electronic capabilities, we support our service center
network with paper catalogs. The Maintenance America(R) product catalog
facilitates the purchase of general maintenance and safety products, and tools.
And our Fluid Power Connection(R) catalog of hydraulic and pneumatic components
facilitates buying these products from our service centers. Products from both
specialty catalogs are also available online at www.applied.com.
We now supplement the service center product offering with our
MaintenancePro(SM) fee-based technical training seminars. These courses provide
customer personnel with information on maintenance, troubleshooting, component
application, and failure analysis in the product areas of hydraulics and
pneumatics, lubrication, bearings, and power transmission.
In addition to distributing products, we offer shop services in select
geographic areas. Our fabricated rubber shops modify and repair conveyor belts
and provide hose assemblies (also available at select service centers and
distribution centers) in accordance with customer requirements. We also provide
field crews that perform services, including the installation and repair of
belts and rubber lining, primarily at customer locations. Among the other
services we
7
<PAGE>
offer, either performed by us directly or by third party providers, are the
rebuilding and assembly of speed reducers, pumps, valves, cylinders, and
electric and hydraulic motors, and custom machining.
Our fluid power businesses generally operate independently of the
service centers, but as product distributors, share the same focus on customer
service. Product and application recommendations, inventory availability, and
delivery speed are all key to the businesses' success. The fluid power
businesses distinguish themselves, though, from most component distributors by
also offering engineering, design, system fabrication, installation, and repair
services. Each business has account managers with extensive technical knowledge,
who handle sophisticated projects for customers primarily within the business'
geographic region. The businesses also provide additional technical support to
our service centers.
Markets. We purchase from several thousand product manufacturers and
resell the products to many thousands of customers in a wide variety of
industries, including agriculture and food processing, automotive, chemical
processing, forest products, industrial machinery and equipment, mining, primary
metals, transportation, and utilities. Customers range from the largest
industrial concerns in North America, with whom we may have multiple-location
relationships, to the smallest. We are not significantly dependent on a single
customer or group of customers, the loss of which would have a material adverse
effect on our business as a whole, and no single customer accounts for more than
4% of our net sales.
Competition. We consider our business to be highly competitive. In
addition, our markets present few economic or technological barriers to entry,
contributing to a high fragmentation of market share in our industry.
Longstanding supplier and customer relationships, geographic coverage, name
recognition, and our associates' experience do, however, support our competitive
position. Competition is based generally on breadth and quality of product and
service offerings, product availability, price, catalogs and online capability,
and having a local presence.
Our principal competitors are other bearing, power transmission,
industrial rubber, fluid power, linear motion, and general maintenance and
safety product distributors, and, to a lesser extent, mill supply and catalog
companies. These competitors include local, regional, national, and
international operations. We also compete with original equipment manufacturers
and their distributors in the sale of maintenance and replacement components.
Some competitors have greater financial resources than we do. The identity and
number of our competitors vary throughout the geographic and product markets in
which we operate.
Although we are one of the leading distributors in North America for
the major product categories we carry, our market share for those products in
any given geographic area may be relatively small compared to the portion of the
market served by original equipment manufacturers and other distributors.
Backlog Orders and Seasonality. Because of our product resources and
distribution network, we do not have a substantial backlog of orders, nor are
backlog orders significant at any given time. Our business has exhibited minor
seasonality - in particular, sales per day during the
8
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first half of our fiscal year have tended to be slightly lower compared with the
second half due, in part, to the impact of customer plant shutdowns and
holidays.
Patents, Trademarks, and Licenses. Customer recognition of our service
marks and trade names, including Applied Industrial Technologies(R), Applied(R),
and AIT(R), is an important contributing factor to our sales. Patents and
licenses are not of material importance to our business.
Raw Materials and General Business Conditions. Our operations are
dependent on general industrial and economic conditions and would be adversely
affected by the unavailability of raw materials to our suppliers, prolonged
labor disputes experienced by suppliers or customers, or by any recession or
depression that has an adverse effect on industrial activity generally or on key
customer industries served by us.
Number of Employees. On August 30, 2004, we had 4,312 employees.
Working Capital. Our working capital position is discussed in
"Management's Discussion and Analysis" in the 2004 Annual Report to shareholders
on pages 12 through 14.
We require substantial working capital related to accounts receivable
and inventories. Significant amounts of inventory are carried to meet rapid
delivery requirements of customers. We generally require payments for sales on
account within 30 days. Returns are not considered to have a material effect on
our working capital requirements. We believe these practices are generally
consistent among companies in our industry.
Environmental Laws. We believe that compliance with laws regulating the
discharge of materials into the environment or otherwise relating to
environmental protection will not have a material adverse effect on our capital
expenditures, earnings, or competitive position.
(d) Financial Information about Geographic Areas.
Net sales by our Canadian and Mexican operations represented 8.6% of
our total net sales in fiscal 2004, 6.8% in 2003, and 5.5% in 2002. The Canadian
operations' sales (in U.S. dollars) were $119.4 million in 2004, $94.1 million
in 2003, and $74.3 million in 2002. Long-lived assets located outside the United
States are not and have not been material.
Our U.S. operations' export sales during the fiscal year ended June 30,
2004, and prior fiscal years, were less than 2% of net sales, and were not
concentrated in a specific geographic area.
Additional information regarding our foreign operations is included in
the 2004 Annual Report to shareholders in note 12 to the financial statements on
page 33, and in "Quantitative and Qualitative Disclosures About Market Risk" on
page 17, and that information is incorporated here by reference.
9
<PAGE>
ITEM 2. PROPERTIES.
We believe that having a local presence is important to serving our
customers, so we maintain service centers and other operations in local markets
in 47 states, four Canadian provinces, Puerto Rico, and Mexico. At June 30,
2004, we owned real properties at 152 locations and leased 258 locations.
Our principal owned real properties (each of which has more than 20,000
square feet of floor space) at June 30, 2004 were:
- the distribution center in Atlanta, Georgia
- the distribution center in Florence, Kentucky
- the service center in West Monroe, Louisiana
- the service center and rubber shop in Omaha, Nebraska
- the distribution center in Carlisle, Pennsylvania
- the distribution center and rubber shop in Fort Worth, Texas
Our principal leased real properties (each of which has more than
20,000 square feet of floor space) at June 30, 2004 were:
- the corporate headquarters facility in Cleveland, Ohio
- the distribution center, rubber shop, and service center in
Fontana, California
- the service center in Long Beach, California
- the service center in San Jose, California
- the rubber shop and fluid power shop in Tracy, California
- the distribution center and service center in Denver, Colorado
- the fluid power sales office and warehouse in Joppa, Maryland
- the service center in Grand Rapids, Michigan
- the service center and fluid power shop in Iron Mountain,
Michigan
- the service center and offices in Romulus, Michigan
- the service center in Kansas City, Missouri
- the inventory return center in Elyria, Ohio
- the distribution center in Portland, Oregon
- the service center in Longview, Washington
- the rubber shop in Longview, Washington
- the offices, service center, and rubber shop in Appleton,
Wisconsin
- the service center in Delta, British Columbia
- the service center and distribution center in Winnipeg,
Manitoba
- the offices and fluid power shop in Saskatoon, Saskatchewan
- the service center in Monterrey, Mexico
10
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Except for the Joppa facility, all of the properties listed above are
used in our service center-based distribution segment. The Tracy, Longview,
Delta, Saskatoon, and Winnipeg facilities are used in operations both inside and
outside the service center-based distribution segment.
We consider our properties generally sufficient to meet our
requirements for office space and inventory stocking. A service center's size is
primarily influenced by the amount of inventory the service center requires to
meet customers' needs. We use all of our owned and leased properties except for
certain properties which in the aggregate are not material and are either for
sale, lease, or sublease to third parties due to a relocation or closing. We
also may lease or sublease to others unused portions of buildings.
In recent years, when opening new locations, we have tended to lease
rather than own real property. We do not consider any of our service center,
distribution center, or shop properties to be material, because we believe that,
if it becomes necessary or desirable to relocate an operation, other suitable
property could be found.
Additional information regarding our properties is included in the 2004
Annual Report to shareholders in note 11 to the financial statements on page 32,
and that information is incorporated here by reference.
ITEM 3. LEGAL PROCEEDINGS.
Applied and/or one of its subsidiaries is a party to various judicial
and administrative proceedings. Based on circumstances currently known, we do
not believe that any liabilities that may result from these proceedings are
reasonably likely to have a material adverse effect on our consolidated
financial position, results of operations, or cash flows.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
No matters were submitted to a vote of Applied's security holders
during the last quarter of fiscal 2004.
EXECUTIVE OFFICERS OF THE REGISTRANT.
Applied's executive officers are elected by the Board of Directors for
a term of one year, or until their successors are chosen and qualified, at the
Board's organizational meeting held following the annual meeting of
shareholders. The following is a list of the executive officers and a
description of their business experience during the past five years. Except as
otherwise stated, the positions and offices indicated are with Applied, and the
persons were elected to their current positions on October 21, 2003:
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David L. Pugh. Mr. Pugh is Chairman & Chief Executive Officer
(since October 2000) and has served as a member of the Board of
Directors since January 2000. He was President & Chief Executive
Officer (from January 2000 to October 2000), and prior to that was
President & Chief Operating Officer (from 1999 to January 2000). He is
55 years of age.
Bill L. Purser. Mr. Purser is President & Chief Operating
Officer (since October 2000). Prior to that he was Vice President-Chief
Marketing Officer (from 1999 to October 2000). He is 61 years of age.
Todd A. Barlett. Mr. Barlett is Vice President-Acquisitions
and Global Business Development (since July 2004). He had served as
Vice President-Global Business Development (from October 2000 to July
2004), Vice President-Alliance Systems (from January 2000 to October
2000) and Vice President-National Accounts & Alliance Systems (from
1998 to January 2000). He is 49 years of age.
Fred D. Bauer. Mr. Bauer is Vice President-General Counsel
(since April 2002) and Secretary (since October 2001). He had served as
Vice President-Legal Services (from May 2000 to April 2002) and
Assistant Secretary (from 1994 to October 2001), and had also been
Assistant General Counsel (from 1994 to May 2000). He is 38 years of
age.
Michael L. Coticchia. Mr. Coticchia is Vice President-Human
Resources and Administration (since April 2002). Prior to that, he
served as Vice President-Human Resources and Risk Management (from 1998
to April 2002) and Assistant Secretary (from 1990 to January 2002). He
is 41 years of age.
Mark O. Eisele. Mr. Eisele is Vice President-Chief Financial
Officer & Treasurer (since January 2004). Prior to that, he had been
Vice President & Controller (from 1997 to December 2003). He is 47
years of age.
James T. Hopper. Mr. Hopper is Vice President-Chief
Information Officer (since January 2000). He had served as Vice
President-Information Systems (from 1995 to January 2000). He is 61
years of age.
Jeffrey A. Ramras. Mr. Ramras is Vice President-Marketing and
Supply Chain Management (since September 2002). He had served as Vice
President-Supply Chain Management (from January 2000 to September 2002)
and as Vice President-Logistics (from 1995 to January 2000). He is 49
years of age.
Richard C. Shaw. Mr. Shaw is Vice President-Communications and
Learning (since January 2000). He had served as Vice
President-Communications, Organizational Learning & Quality Standards
(from 1996 to January 2000). He is 55 years of age.
12
<PAGE>
PART II.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED
STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
Applied's common stock, without par value, is listed for trading on the
New York Stock Exchange under the ticker symbol AIT. Information concerning the
principal market for Applied's common stock, the quarterly stock prices and
dividends for the fiscal years ended June 30, 2004, 2003, and 2002 and the
number of shareholders of record as of August 16, 2004 is set forth in the 2004
Annual Report to shareholders on page 37, under the caption "Quarterly Operating
Results and Market Data," and that information is incorporated here by
reference.
Information concerning securities authorized for issuance under
Applied's equity compensation plans is set forth in Applied's proxy statement
dated September 9, 2004 under the caption, "Equity Compensation Plan
Information" on page 15, and that information is incorporated here by reference.
Applied did not make any repurchases of its common stock in the quarter
ended June 30, 2004 except as referenced in note (1) to the table below:
<TABLE>
<CAPTION>
(c) Total Number of (d) Maximum Number of
Shares Purchased as Shares that May Yet
(a) Total (b) Average Part of Publicly Be Purchased Under
Number of Price Paid per Announced Plans or the Plans or
Period Shares (1) Share Programs Programs (2)
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
April 1, 2004 to 0 -- 0 841,375
April 30, 2004
- ----------------------------------------------------------------------------------------------------
May 1, 2004 to 0 -- 0 841,375
May 31, 2004
- ----------------------------------------------------------------------------------------------------
June 1, 2004 to 0 -- 0 841,375
June 30, 2004
- ----------------------------------------------------------------------------------------------------
Total 0 -- 0 841,375
- ----------------------------------------------------------------------------------------------------
</TABLE>
(1) During the quarter ended June 30, 2004, Applied did purchase 3,007
shares in connection with the exercise of stock options and other
employee benefit programs. These purchases are not counted within the
Board of Directors authorization described in footnote (2).
(2) On July 16, 2003, Applied announced that the Board of Directors had
authorized the purchase of up to 1,000,000 shares of common stock. The
purchases may be made in the open market or in privately negotiated
transactions. This authorization is in effect until all shares are
purchased or the authorization is revoked or amended by the Board.
13
<PAGE>
ITEM 6. SELECTED FINANCIAL DATA.
The summary of selected financial data for the last five years is set
forth in the 2004 Annual Report to shareholders in the table on pages 38 and 39
under the caption "10 Year Summary" and is incorporated here by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.
"Management's Discussion and Analysis" is set forth in the 2004 Annual
Report to shareholders on pages 10 through 17 and is incorporated here by
reference.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK.
The disclosures about market risk required by this item are set forth
in Applied's 2004 Annual Report to shareholders on page 17, which information is
incorporated here by reference. For further information relating to borrowing
and interest rates, see the Liquidity and Capital Resources section of
"Management's Discussion and Analysis" and Notes 6 and 7 to the Consolidated
Financial Statements in Applied's 2004 Annual Report to shareholders on pages
12-14, 26 and 27, respectively, which information is incorporated here by
reference. In addition, please see "Cautionary Statement under Private
Securities Litigation Reform Act" at page 3, above, for additional risk factors
relating to our business.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The following consolidated financial statements and supplementary data
of Applied and its subsidiaries and the independent auditors' report listed
below, which are included in the 2004 Annual Report to shareholders at the pages
indicated, are incorporated here by reference and filed with this Report:
<TABLE>
<CAPTION>
Caption Page No.
------- --------
<S> <C>
Financial Statements:
Statements of Consolidated Income
for the Years Ended
June 30, 2004, 2003, and 2002 18
Consolidated Balance Sheets
June 30, 2004 and 2003 19
</TABLE>
14
<PAGE>
<TABLE>
<S> <C>
Statements of Consolidated Cash Flows
for the Years Ended
June 30, 2004, 2003, and 2002 20
Statements of Consolidated Shareholders'
Equity for the Years Ended
June 30, 2004, 2003, and 2002 21
Notes to Consolidated Financial Statements
for the Years Ended
June 30, 2004, 2003, and 2002 22 - 34
Report of Independent Registered Public Accounting Firm 35
Supplementary Data:
Quarterly Operating Results and Market Data 37
</TABLE>
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE.
Not applicable.
ITEM 9A. CONTROLS AND PROCEDURES.
Management, under the supervision and with the participation of the
chief executive officer and the chief financial officer, has evaluated Applied's
disclosure controls and procedures as of the end of the period covered by this
report. Based on that evaluation, the chief executive officer and chief
financial officer have concluded that the disclosure controls and procedures are
effective in timely alerting them to material information about Applied required
to be included in our Exchange Act reports.
Management has not identified any change in internal control over
financial reporting occurring during the fourth quarter that has materially
affected, or is reasonably likely to materially affect, our internal control
over financial reporting.
ITEM 9B. OTHER INFORMATION.
Not applicable.
15
<PAGE>
PART III.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
The information required by this Item as to Applied's directors is set
forth in Applied's Proxy Statement dated September 9, 2004 on pages 4 through 7
under the caption "Election of Directors" and is incorporated here by reference.
The information required by this Item as to Applied's executive officers has
been furnished in this Report on pages 11 and 12 in Part I, after Item 4, under
the caption "Executive Officers of the Registrant."
The information required by this Item as to compliance with Section
16(a) of the Securities Exchange Act of 1934 is set forth in Applied's Proxy
Statement on page 22 under the caption "Section 16(a) Beneficial Ownership
Reporting Compliance" and is incorporated here by reference.
Applied has a code of ethics, entitled the Code of Business Ethics,
that applies to our employees, including our chief executive officer, chief
financial officer, and controller. The Code of Business Ethics is posted at the
investor relations area of our www.applied.com website.
ITEM 11. EXECUTIVE COMPENSATION.
The information required by this Item is set forth in Applied's Proxy
Statement dated September 9, 2004, under the captions "Compensation of
Directors" on page 10, "Deferred Compensation Plan for Non-Employee Directors"
on page 11, "Summary Compensation" on page 13, "Option Grants in Last Fiscal
Year" and "Aggregated Option Exercises and Fiscal Year-End Option Values" on
page 14, "Long-Term Incentive Plans - Awards in Last Fiscal Year" on page 15,
"Estimated Retirement Benefits Under Supplemental Executive Retirement Benefits
Plan" and "Deferred Compensation Plan" on page 16, and "Change in Control
Agreements and Other Related Arrangements" on page 17, and is incorporated here
by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
Information concerning the security ownership of certain beneficial
owners and management and related stockholder matters is set forth in Applied's
proxy statement dated September 9, 2004, under the captions "Beneficial
Ownership of Certain Applied Shareholders and Management" on page 12 and "Equity
Compensation Plan Information" on page 15, and is incorporated here by
reference.
16
<PAGE>
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Not applicable.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
The information required by this Item is set forth in Applied's Proxy
Statement dated September 9, 2004 on page 7 under the caption "Item 2 -
Ratification of Auditors" and is incorporated here by reference.
PART IV.
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a)1. Financial Statements.
The following consolidated financial statements, notes thereto, the
report of independent registered public accounting firm, and supplemental data
are included in the 2004 Annual Report to shareholders on pages 18 through 35
and page 37, and are incorporated by reference in Item 8 of this Report.
Caption
Statements of Consolidated Income for the
Years Ended June 30, 2004, 2003, and 2002
Consolidated Balance Sheets at
June 30, 2004 and 2003
Statements of Consolidated Cash Flows for
the Years Ended June 30, 2004, 2003, and 2002
Statements of Consolidated Shareholders'
Equity for the Years Ended June 30, 2004,
2003, and 2002
Notes to Consolidated Financial Statements
for the Years Ended June 30, 2004, 2003, and 2002
Report of Independent Registered Public Accounting Firm
17
<PAGE>
Supplementary Data:
Quarterly Operating Results and Market Data
(a)2. Financial Statement Schedule.
The following report and schedule are included in this Part IV, and are
found in this Report at the pages indicated:
<TABLE>
<CAPTION>
Caption Page No.
------- --------
<S> <C>
Report of Independent Registered Public
Accounting Firm 23
Schedule II - Valuation and
Qualifying Accounts 24
</TABLE>
All other schedules for which provision is made in the applicable
accounting regulation of the Securities and Exchange Commission have been
omitted because they are not required under the related instructions, are not
applicable, or the required information is included in the consolidated
financial statements and notes thereto.
(a)3. Exhibits.
* Asterisk indicates an executive compensation plan or arrangement.
<TABLE>
<CAPTION>
Exhibit
No. Description
--- -----------
<S> <C>
3(a) Amended and Restated Articles of Incorporation of Applied
Industrial Technologies, Inc., as amended on October 8, 1998
(filed as Exhibit 3(a) to Applied'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 Applied'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
Applied's Registration
</TABLE>
18
<PAGE>
<TABLE>
<S> <C>
Statement on Form S-4 filed May 23, 1997, Registration No.
333-27801, and incorporated here by reference).
4(b) Private Shelf Agreement dated as of November 27, 1996, as
amended on January 30, 1998, between Applied and The Prudential
Insurance Company of America (filed as Exhibit 4(f) to Applied's
Form 10-Q for the quarter ended March 31, 1998, SEC File No.
1-2299, and incorporated here by reference).
4(c) Amendment dated October 24, 2000 to November 27, 1996 Private
Shelf Agreement between Applied and The Prudential Insurance
Company of America (filed as Exhibit 4(e) to Applied's Form 10-Q
for the quarter ended September 30, 2000, SEC File No. 1-2299,
and incorporated here by reference).
4(d) Amendment dated November 14, 2003 to 1996 Private Shelf
Agreement between Applied and The Prudential Insurance Company
of America (filed as Exhibit 4(d) to Applied's Form 10-Q for the
quarter ended December 31, 2003, SEC File No. 1-2299, and
incorporated here by reference).
4(e) Amendment dated February 25, 2004 to 1996 Private Shelf
Agreement between Applied and The Prudential Insurance Company
of America (filed as Exhibit 4(e) to Applied's Form 10-Q for the
quarter ended March 31, 2004, SEC File No. 1-2299, and
incorporated here by reference).
4(f) $100,000,000 Credit Agreement dated as of October 31, 2003 among
Applied, KeyBank National Association as Agent, and various
financial institutions (filed as Exhibit 4(e) to Applied's Form
10-Q for the quarter ended December 31, 2003, SEC File No.
1-2299, and incorporated here by reference).
4(g) Rights Agreement, dated as of February 2, 1998, between Applied
and Computershare Investor Services LLP (successor to 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 Applied's Registration Statement on Form 8-A
filed July 20, 1998, SEC File No. 1-2299, and incorporated here
by reference).
*10(a) Form of Change in Control Agreement (amended and restated as of
August 8, 2001) between Applied and each of its executive
officers (filed as Exhibit 10 to Applied's Form 10-Q for the
quarter ended
</TABLE>
19
<PAGE>
<TABLE>
<S> <C>
December 31, 2001, SEC File No. 1-2299, and incorporated here
by reference).
*10(b) A written description of Applied's director compensation program
is found in Applied's Proxy Statement dated September 9, 2004,
SEC File No. 1-2299, on page 10, under the caption "Compensation
of Directors," and is incorporated here by reference.
*10(c) Applied Deferred Compensation Plan for Non-Employee Directors
(September 1, 2003 Restatement) (filed as Exhibit 10(c) to
Applied's Form 10-K for the year ended June 30, 2003, SEC File
No. 1-2299, and incorporated here by reference).
*10(d) A written description of Applied's Life and Accidental Death and
Dismemberment Insurance for executive officers (filed as Exhibit
10(b) to Applied's Form 10-Q for the quarter ended December 31,
1997, SEC File No. 1-2299, and incorporated here by reference).
*10(e) A written description of Applied's Long-Term Disability
Insurance for executive officers (filed as Exhibit 10(c) to
Applied's Form 10-Q for the quarter ended December 31, 1997, SEC
File No. 1-2299, and incorporated here by reference).
*10(f) Form of Director and Officer Indemnification Agreement entered
into between Applied and each of its directors and executive
officers (filed as Exhibit 10(g) to Applied's Registration
Statement on Form S-4 filed May 23, 1997, Registration No.
333-27801, and incorporated here by reference).
*10(g) Applied Supplemental Executive Retirement Benefits Plan
(January 1, 2002 Restatement) in which current and certain
former executive officers participate (filed as Exhibit 10 to
Applied's Form 10-Q for the quarter ended March 31, 2002, SEC
File No. 1-2299, and incorporated here by reference).
*10(h) Applied Deferred Compensation Plan (September 1, 2003
Restatement) (filed as Exhibit 10(h) to Applied's Form 10-K for
the year ended June 30, 2003, SEC File No. 1-2299, and
incorporated here by reference).
*10(i) First Amendment to the Company's Deferred Compensation Plan
(September 1, 2003 Restatement) (filed as Exhibit 10 to
Applied's Form 10-Q for the quarter ended December 31, 2003, SEC
File No. 1-2299, and incorporated here by reference).
</TABLE>
20
<PAGE>
<TABLE>
<S> <C>
*10(j) 1997 Long-Term Performance Plan re-adopted by Shareholders on
October 22, 2002 (filed as Exhibit 10(a) to Applied's Form 10-Q
for the quarter ended December 31, 1997, SEC File No. 1-2299,
and incorporated here by reference).
*10(k) Amendment No. 1 to 1997 Long-Term Performance Plan, effective as
of August 8, 2003 (filed as Exhibit 10(j) to Applied's Form 10-K
for the year ended June 30, 2003, SEC File No. 1-2299, and
incorporated here by reference).
*10(l) Applied Supplemental Defined Contribution Plan (January 1, 1997
Restatement) (filed as Exhibit 10(m) to Applied's Registration
Statement on Form S-4 filed May 23, 1997, Registration No.
333-27801, and incorporated here by reference).
*10(m) First Amendment to Applied Supplemental Defined Contribution
Plan effective as of October 1, 2000 (filed as Exhibit 10(a) to
Applied's Form 10-Q for the quarter ended September 30, 2000,
SEC File No. 1-2299, and incorporated here by reference).
*10(n) Second Amendment to Applied Supplemental Defined Contribution
Plan effective as of January 16, 2001 (filed as Exhibit 10(a) to
Applied's Form 10-Q for the quarter ended March 31, 2001, SEC
File No. 1-2299, and incorporated here by reference).
*10(o) Retention Program for James T. Hopper, Vice President-Chief
Information Officer, dated March 30, 2000 (filed as Exhibit
10(o) to Applied's Form 10-K for the year ended June 30, 2000,
SEC File No. 1-2299, and incorporated here by reference).
10(p) Lease dated as of March 1, 1996 between Applied and the
Cleveland-Cuyahoga County Port Authority (filed as Exhibit 10(n)
to Applied's Registration Statement on Form S-4 filed May 23,
1997, Registration No. 333-27801, and incorporated here by
reference).
*10(q) Non-qualified Deferred Compensation Agreement between Applied
and J. Michael Moore effective as of December 31, 1997 (filed as
Exhibit 10(a) to Applied's Form 10-Q for the quarter ended March
31, 1998, SEC File No. 1-2299, and incorporated here by
reference).
</TABLE>
21
<PAGE>
<TABLE>
<S> <C>
13 Applied 2004 Annual Report to shareholders (not deemed "filed" as part
of this Form 10-K except for those portions that are expressly
incorporated by reference).
21 Applied's subsidiaries at June 30, 2004.
23 Consent of Independent Registered Public Accounting Firm.
24 Powers of attorney.
31 Rule 13a-14(a)/15d-14(a) certifications.
32 Section 1350 certifications.
</TABLE>
Applied will furnish a copy of any exhibit described above and not
contained herein upon payment of a specified reasonable fee which shall be
limited to Applied's reasonable expenses in furnishing the exhibit.
Certain instruments with respect to long-term debt have not been filed
as exhibits because the total amount of securities authorized under any one of
the instruments does not exceed 10 percent of the total assets of Applied and
its subsidiaries on a consolidated basis. Applied agrees to furnish to the
Securities and Exchange Commission, upon request, a copy of each such
instrument.
22
<PAGE>
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Shareholders and Board of Directors
Applied Industrial Technologies, Inc.
We have audited the consolidated financial statements of Applied
Industrial Technologies, Inc. and its subsidiaries (the "Company") as of June
30, 2004 and 2003, and for each of the three years in the period ended June 30,
2004, and have issued our report thereon dated August 6, 2004 (which report
expresses an unqualified opinion and includes explanatory paragraphs concerning
the adoption of new accounting principles in fiscal 2004 and 2002); such
consolidated financial statements and report are included in your 2004 Annual
Report to Shareholders and are incorporated herein by reference. Our audits also
included the consolidated financial statement schedule of the Company, listed in
Item 15(a)2. This consolidated financial statement schedule is the
responsibility of the Company's management. Our responsibility is to express an
opinion based on our audits. In our opinion, such consolidated financial
statement schedule, when considered in relation to the basic consolidated
financial statements taken as a whole, presents fairly in all material respects
the information set forth therein.
/s/ Deloitte & Touche, LLP
Cleveland, Ohio
August 6, 2004
23
<PAGE>
APPLIED INDUSTRIAL TECHNOLOGIES, INC. & SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED JUNE 30, 2004, 2003 AND 2002
(in thousands)
<TABLE>
<CAPTION>
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
-------- -------- -------------------------- -------- --------
ADDITIONS ADDITIONS
BALANCE AT CHARGED TO CHARGED TO DEDUCTIONS BALANCE
BEGINNING COSTS AND OTHER FROM AT END OF
DESCRIPTION OF PERIOD EXPENSES ACCOUNTS RESERVE PERIOD
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
YEAR ENDED JUNE 30 2004:
Reserve deducted from assets to
which it applies - accounts receivable
allowances $6,100 $2,525 $ 60 (B) $ 2,285 (A) $6,400
YEAR ENDED JUNE 30 2003:
Reserve deducted from assets to
which it applies - accounts receivable
allowances $5,600 $2,510 $500 (B) $ 2,510 (A) $6,100
YEAR ENDED JUNE 30 2002:
Reserve deducted from assets to
which it applies - accounts receivable
allowances $5,400 $4,488 $ 3,888 (A) $5,600
400 (B)
</TABLE>
(A) Amounts represent uncollectible accounts charged off.
(B) Amounts represent reserves for the return of merchandise by customers.
SCHEDULE II
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 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.
APPLIED INDUSTRIAL TECHNOLOGIES, INC.
/s/ David L. Pugh /s/ Bill L. Purser
- ----------------------------------------- -----------------------------------
David L. Pugh, Chairman & Bill L. Purser, President &
Chief Executive Officer Chief Operating Officer
/s/ Mark O. Eisele /s/ Daniel T. Brezovec
- ----------------------------------------- ----------------------------------
Mark O. Eisele Daniel T. Brezovec
Vice President-Chief Financial Officer Corporate Controller
& Treasurer (Principal Accounting Officer)
Date: September 9, 2004
Pursuant to the requirements of the Securities Exchange Act of 1934,
this Report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the date indicated.
* *
_______________________________________ ____________________________________
William G. Bares, Director Dr. Roger D. Blackwell, Director
* *
_______________________________________ ____________________________________
William E. Butler, Director Thomas A. Commes, Director
* *
_______________________________________ ____________________________________
Peter A. Dorsman, Director Russell R. Gifford, Director
* *
_______________________________________ ____________________________________
L. Thomas Hiltz, Director Edith Kelly-Green, Director
* /s/ David L. Pugh
_______________________________________ ------------------------------------
J. Michael Moore, Director David L. Pugh, Chairman & Chief
Executive Officer and Director
* *
_______________________________________ ____________________________________
Dr. Jerry Sue Thornton, Director Stephen E. Yates, Director
/s/ Fred D. Bauer
- ---------------------------------------
Fred D. Bauer, as attorney in fact
for persons indicated by "*"
Date: September 9, 2004
<PAGE>
APPLIED INDUSTRIAL TECHNOLOGIES, INC.
EXHIBIT INDEX
TO FORM 10-K FOR THE YEAR ENDED JUNE 30, 2004
<TABLE>
<CAPTION>
Exhibit
No. Description
--- -----------
<S> <C>
3(a) Amended and Restated Articles of Incorporation of Applied Industrial
Technologies, Inc., as amended on October 8, 1998 (filed as Exhibit
3(a) to Applied'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 Applied'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 Applied's Registration Statement on Form
S-4 filed May 23, 1997, Registration No. 333-27801, and incorporated
here by reference).
4(b) Private Shelf Agreement dated as of November 27, 1996, as amended on
January 30, 1998, between Applied and The Prudential Insurance Company
of America (filed as Exhibit 4(f) to Applied's Form 10-Q for the
quarter ended March 31, 1998, SEC File No. 1-2299, and incorporated
here by reference).
4(c) Amendment dated October 24, 2000 to November 27, 1996 Private Shelf
Agreement between Applied and The Prudential Insurance Company of
America (filed as Exhibit 4(e) to Applied's Form 10-Q for the quarter
ended September 30, 2000, SEC File No. 1-2299, and incorporated here by
reference).
4(d) Amendment dated November 14, 2003 to 1996 Private Shelf Agreement
between Applied and The Prudential Insurance Company of America (filed
as Exhibit 4(d) to Applied's Form 10-Q for the quarter ended December
31, 2003, SEC File No. 1-2299, and incorporated here by reference).
</TABLE>
<PAGE>
<TABLE>
<S> <C>
4(e) Amendment dated February 25, 2004 to 1996 Private Shelf
Agreement between Applied and the Prudential Insurance Company
of America (filed as Exhibit 4(e) to Applied's Form 10-Q for the
quarter ended March 31, 2004, SEC File No. 1-2299, and
incorporated here by reference).
4(f) $100,000,000 Credit Agreement dated as of October 31, 2003 among
Applied, KeyBank National Association as Agent, and various
financial institutions (filed as Exhibit 4(e) to Applied's Form
10-Q for the quarter ended December 31, 2003, SEC File No.
1-2299, and incorporated here by reference).
4(g) Rights Agreement, dated as of February 2, 1998, between Applied
and Computershare Investor Services LLP (successor to 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 Applied's Registration Statement on Form 8-A
filed July 20, 1998, SEC File No. 1-2299, and incorporated here
by reference).
*10(a) Form of Change in Control Agreement (amended and restated as of
August 8, 2001) between Applied and each of its executive
officers (filed as Exhibit 10 to Applied's Form 10-Q for the
quarter ended December 31, 2001, SEC File No. 1-2299, and
incorporated here by reference).
*10(b) A written description of Applied's director compensation program
is found in Applied's Proxy Statement dated September 9, 2004,
SEC File No. 1-2299, on page 10, under the caption "Compensation
of Directors," and is incorporated here by reference.
*10(c) Applied Deferred Compensation Plan for Non-Employee Directors
(September 1, 2003 Restatement) (filed as Exhibit 10(c) to
Applied's Form 10-K for the year ended June 30, 2003, SEC File
No. 1-2299, and incorporated here by reference).
*10(d) A written description of Applied's Life and Accidental Death and
Dismemberment Insurance for executive officers (filed as Exhibit
10(b) to Applied's Form 10-Q for the quarter ended December 31,
1997, SEC File No. 1-2299, and incorporated here by reference).
*10(e) A written description of Applied's Long-Term Disability
Insurance for executive officers (filed as Exhibit 10(c) to
Applied's Form 10-Q for the quarter ended December 31, 1997, SEC
File No. 1-2299, and incorporated here by reference).
</TABLE>
<PAGE>
<TABLE>
<S> <C>
*10(f) Form of Director and Officer Indemnification Agreement entered
into between Applied and each of its directors and executive
officers (filed as Exhibit 10(g) to Applied's Registration
Statement on Form S-4 filed May 23, 1997, Registration No.
333-27801, and incorporated here by reference).
*10(g) Applied Supplemental Executive Retirement Benefits Plan (January
1, 2002 Restatement) in which current and certain former
executive officers participate (filed as Exhibit 10 to Applied's
Form 10-Q for the quarter ended March 31, 2002, SEC File No.
1-2299, and incorporated here by reference).
*10(h) Applied Deferred Compensation Plan (September 1, 2003
Restatement) (filed as Exhibit 10(h) to Applied's Form 10-K for
the year ended June 30, 2003, SEC File No. 1-2299, and
incorporated here by reference).
*10(i) First Amendment to the Company's Deferred Compensation Plan
(September 1, 2003 Restatement) (filed as Exhibit 10 to
Applied's Form 10-Q for the quarter ended December 31, 2003, SEC
File No. 1-2299, and incorporated here by reference).
*10(j) 1997 Long-Term Performance Plan re-adopted by Shareholders on
October 22, 2002 (filed as Exhibit 10(a) to Applied's Form 10-Q
for the quarter ended December 31, 1997, SEC File No. 1-2299,
and incorporated here by reference).
*10(k) Amendment No. 1 to 1997 Long-Term Performance Plan, effective as
of August 8, 2003. (filed as Exhibit 10(j) to Applied's Form
10-K for the year ended June 30, 2003, SEC File No. 1-2299, and
incorporated here by reference).
*10(l) Applied Supplemental Defined Contribution Plan (January 1, 1997
Restatement) (filed as Exhibit 10(m) to Applied's Registration
Statement on Form S-4 filed May 23, 1997, Registration No.
333-27801, and incorporated here by reference).
*10(m) First Amendment to Applied Supplemental Defined Contribution
Plan effective as of October 1, 2000 (filed as Exhibit 10(a) to
Applied's Form 10-Q for the quarter ended September 30, 2000,
SEC File No. 1-2299, and incorporated here by reference).
*10(n) Second Amendment to Applied Supplemental Defined Contribution
Plan effective as of January 16, 2001 (filed as Exhibit 10(a) to
Applied's Form 10-Q for the quarter ended March 31, 2001, SEC
File No. 1-2299, and incorporated here by reference).
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C>
*10(o) Retention Program for James T. Hopper, Vice President-Chief
Information Officer, dated March 30, 2000 (filed as Exhibit
10(o) to Applied's Form 10-K for the year ended June 30, 2000,
SEC File No. 1-2299, and incorporated here by reference).
10(p) Lease dated as of March 1, 1996 between Applied and the
Cleveland-Cuyahoga County Port Authority (filed as Exhibit 10(n)
to Applied's Registration Statement on Form S-4 filed May 23,
1997, Registration No. 333-27801, and incorporated here by
reference).
*10(q) Non-qualified Deferred Compensation Agreement between Applied
and J. Michael Moore effective as of December 31, 1997 (filed as
Exhibit 10(a) to Applied's Form 10-Q for the quarter ended March
31, 1998, SEC File No. 1-2299, and incorporated here by
reference).
13 Applied 2004 Annual Report to shareholders (not deemed "filed"
as part of this Form 10-K except for those portions that are
expressly incorporated by reference). Attached
21 Applied's subsidiaries at June 30, 2004. Attached
23 Consent of Independent Registered Public Accounting Firm. Attached
24 Powers of attorney. Attached
31 Rule 13a-14(a)/15d-14(a) certifications. Attached
32 Section 1350 certifications. Attached
</TABLE>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-13
<SEQUENCE>2
<FILENAME>l09472aexv13.txt
<DESCRIPTION>EXHIBIT 13
<TEXT>
<PAGE>
EXHIBIT 13
Applied Industrial Technologies, Inc. and Subsidiaries
Management's Discussion and Analysis
of Financial Condition and Results of Operations
OVERVIEW
The Company's sales, net income and earnings per share increased 3.6%, 59% and
55% respectively compared to the prior year. Significant factors that
contributed to these increases included the improving U.S. economy, the return
to profitability of our U.S. fluid power subsidiaries and the continued strength
of the Canadian operations and Canadian currency. Gross margin improved as our
initiatives in the areas of product pricing, freight recovery, cost controls and
asset management continue to show progress. Our balance sheet remains strong, as
our working capital and current ratio both increased compared to fiscal 2003.
The Company also entered into two credit/financing agreements enabling
borrowings of up to $200 million. These facilities are available to fund future
acquisitions or other capital and operating requirements. During the year, the
Company recorded non-recurring tax benefits primarily from a settlement with the
Internal Revenue Service related to audits of our 1997 and 1998 tax returns and
the acceptance by the IRS of tax refund claims for 1999, 2000 and 2001. These
items added approximately $1.6 million, or $0.08 per share to net income.
The Company monitors the Purchasing Managers Index (ISM) as published by
the Institute for Supply Management and the Manufacturers Capacity Utilization
(MCU) index published by the Federal Reserve Board and considers these indexes
key indicators of potential Company business environment changes. Both the ISM
and the MCU began to show improvement in the summer of 2003. The Company's
performance traditionally lags these key indicators by approximately 6 months.
Given the recent improvement in sales and the upward trend of these indicators,
we expect the improvements to continue into our 2005 fiscal year.
Year-over-year sales increases for fiscal 2005 should start out strong in
the first half of the year and then moderate in the second half, primarily
because of comparisons to strong sales in the last half of fiscal 2004. We
anticipate our next year sales to increase 3.5% to 6.0% and our gross profit
percentage to be consistent with, or slightly better than, fiscal 2004 levels.
In fiscal 2005, the gross profit margin will be dependent on certain Company
initiatives in the areas of pricing and freight recovery and the continued
growth of our catalog. Our ability to pass along supplier price increases to
customers continues to be a difficult challenge. We anticipate that fiscal 2005
supplier rebates will be consistent with the fiscal 2004 levels as our suppliers
are experiencing real cost inflation. We will strive to keep our growth in
selling, distribution and administrative expenses for fiscal 2005 to one half
the rate of our sales increases.
YEAR ENDED JUNE 30, 2004 VS. 2003
Net sales in 2004 were $1.52 billion or 3.6% above the prior year sales. This
increase was primarily due to increased sales from our Canadian operations ($25
million or approximately 27%), the increase in our U.S. service center sales
beginning in February 2004, and having one additional business day during the
year. The Canadian sales increase was attributable in part (approximately 50% of
the reported increase) to the impact of the strength of the Canadian currency.
Also contributing to the Canadian sales increase was the inclusion of a full 12
months, versus 9 months in fiscal 2003, of our Industrial Equipment Co. Ltd.
(IECO) acquisition, as well as overall Canadian economy improvements.
The sales product mix for the year was 84.4% industrial products and 15.6%
fluid power products compared to 84.9% industrial and 15.1% fluid power in the
prior year.
Although the domestic same store sales increase of approximately .8% was
only slightly above the prior year, in the second half of our fiscal year, and
particularly our fourth quarter, same store domestic sales increased
approximately 4.8% and 6.9% respectively. There was a net reduction of 6
facilities in the U.S., Canada and Mexico, composed of 6 new or acquired
locations, 4 closed and 8 merged facilities. At June 30, 2004, the Company had a
total of 434 operating facilities versus 440 at June 30, 2003. Industrial
production in the United States continued to improve throughout the year. Our
industry, specifically over the last 5 months of the fiscal year, began to see
improvement among manufacturing customers. Should these economic trends
continue, the Company anticipates our improving financial results to continue.
The Company does not expect inflation or deflation to have a material impact on
future revenues.
Gross profit margin (net sales less cost of sales) improved to 26.5% from
25.9% in 2003. The impact of improved pricing initiatives, higher recovery of
our shipping expenses, lower freight costs,
10
<PAGE>
increased margin attributable to new product and service offerings, our
investment in training and systems and the growth of our catalog business
contributed to this increase. These were somewhat offset by a reduction in
supplier rebates in 2004 as compared to 2003. The effect of the current year
LIFO layer liquidations increased gross profit by $672 thousand versus an
increase of $741 thousand in fiscal 2003.
Selling, distribution and administrative expense ("SD&A") consists of
employee compensation, benefits and other expenses associated with purchasing,
warehousing, supply chain management and providing marketing and distribution of
the Company's products as well as costs associated with a variety of
administrative functions such as legal, treasury, accounting, tax and facility
related expenses. SD&A increased 2.2% compared to the prior year, but decreased
slightly as a percent of sales to 23.1% from 23.4% in 2003. The increase was
primarily due to the Rodamientos y Bandas de la Laguna S.A. de C.V. (Rybalsa)
acquisition (see Note 2), higher associate benefit costs related to stock option
expensing (see Note 1) and increased employer 401(k) plan matching due to the
improved profitability compared to fiscal 2003. SD&A in fiscal 2003 also
reflected gains on sales of assets of approximately $3.2 million which reduced
the prior year SD&A amounts for comparative purposes. The current year increases
were partially offset by a reduction in rental expenses due to the Company
buyout of certain properties under lease agreement (see Note 11), and a
reduction of vehicle leasing costs.
Operating income increased to $51.4 million in 2004 from $36.3 million in
2003. As a percent of sales, operating income increased to 3.4% in 2004 from
2.5% in 2003. The $15.2 million increase in operating income was due primarily
to the increase in domestic same store sales over the second half of our fiscal
year, the return to profitability of our domestic fluid power businesses, the
improved results from our Canadian subsidiary and the improved gross profit
margin factors noted above.
Interest expense - net for 2004 increased slightly to $5.4 million, or
2.1%, compared with the prior year primarily due to the effect of the exchange
rates on our Canadian dollar denominated debt.
The line item of Other (Income) Expense, net, represents certain
non-operating items of income and expense. Current year amounts represent
returns derived from investments in assets of non-qualified benefit programs
offset by the changes in the fair value of the Company's cross currency swap
(see Note 7).
Income tax expense as a percentage of income before taxes was 32.3% for
the year ended June 30, 2004 and 35.9% for the year ended June 30, 2003. This
decrease related to the Company's recording, in the third quarter of fiscal
2004, non-recurring tax benefits from a settlement with the Internal Revenue
Service (IRS) related to audits of our 1997 and 1998 tax returns and the
acceptance by the IRS of tax refund claims for 1999, 2000 and 2001. We expect
our overall tax rate for fiscal 2005 to be approximately 36.0% as the impact of
the current year benefits will not recur.
Net income for the fiscal year ended June 30, 2004, increased $11.6
million or approximately 59% from prior years' income. The impact of the LIFO
liquidation increased net income by $420 thousand or $.02 per share compared to
an increase in net income of $453 thousand or $.02 per share in fiscal 2003.
Overall, net income per share increased 55% to $1.60 in 2004 from $1.03 in 2003
primarily due to the factors described above.
The number of Company associates was 4,323 at June 30, 2004 and 4,384 at
June 30, 2003.
YEAR ENDED JUNE 30, 2003 VS. 2002
Net sales in 2003 were $1.46 billion or slightly above (1%) the prior year
sales. This increase was primarily due to the acquisition of IECO and having one
additional business day during the year. The sales product mix for the year was
84.9% industrial products and 15.1% fluid power products compared to 85.2%
industrial and 14.8% fluid power in the prior year. Same store sales were
slightly above (.4%) the prior year. While there was a reduction of 25
facilities in the U.S., Canada and Mexico, these were offset by the acquisition
of 16 IECO facilities in Western Canada. At June 30, 2003, the Company had a
total of 440 operating facilities versus 449 at June 30, 2002.
Despite the relatively flat sales, the Company improved its gross profit
margins to 25.9% from 25.3% in 2002. Improved purchasing practices, improved
pricing, training, systems and the growth of our catalog business contributed to
this increase.
11
<PAGE>
Applied Industrial Technologies, Inc. and Subsidiaries
Management's Discussion and Analysis, Continued
Selling, distribution and administrative expense increased 2.4% compared
to the prior year, and increased slightly as a percent of sales to 23.4% from
23.1% in 2002. The increase was primarily due to the IECO acquisition, higher
compensation and benefit costs and related payroll taxes based on improved
profitability. These additional costs were partially offset by approximately
$3.2 million of gains on sales of unneeded real estate and a decrease in bad
debt expense due to fewer customer bankruptcies during fiscal 2003.
Operating income increased to $36.3 million in 2003 from $30.8 million in
2002. As a percent of sales, operating income increased to 2.5% in 2003 from
2.1% in 2002. The $5.4 million increase in operating income was due primarily to
the improved gross profit margin factors noted above.
Interest expense - net for 2003 decreased $1.4 million, or 21.4%, compared
with the prior year primarily from a decrease in average borrowings of $26.5
million related to strong cash flows from operations and lower interest rates.
The line item of Other (Income) Expense, net, represents certain
non-operating items of income and expense. During fiscal 2003, the Company
recorded a charge of $2.1 million to provide for its share of net loss and other
reserves associated with the Company's iSource Performance Materials LLC
("iSource") affiliate. The Company owns 49% of iSource, a certified
minority-owned distributor of standard-use industrial specialty and general
maintenance items requiring special shipping and handling. Offsetting the impact
of this charge was the receipt of insurance proceeds of $2.1 million for the
settlement of a fiscal 2000 property casualty claim.
Income tax expense as a percentage of income before taxes was 35.9% for
the year ended June 30, 2003 and 37.9% for the year ended June 30, 2002. This
decrease related to a change in the tax law that reduced the Company's taxable
income beginning in fiscal 2003. Specifically, the Company can now take a tax
deduction for cash dividends paid on Company stock to participant 401(k) plan
accounts. Another factor that contributed to the rate decrease was a reduction
in effective state, local and foreign tax rates, primarily due to the
implementation of various tax planning initiatives.
Net income for the fiscal year ended June 30, 2003, increased $5.1 million
or 34.4% from prior years' income before the cumulative effect of accounting
change. Net income per share increased 35.5% to $1.03 in 2003 from $.76 in 2002
before the cumulative effect of the accounting change primarily due to the
factors described above and a decrease in the average shares attributable to
company repurchases.
The number of Company associates was 4,384 at June 30, 2003 and 4,508 at
June 30, 2002.
LIQUIDITY AND CAPITAL RESOURCES
The Company generated $43.1 million of cash from operating activities in 2004
and $63.9 million in 2003.
Cash flow from operations depends primarily upon generating operating
income, controlling investment in inventories and receivables, and managing the
timing of payments to suppliers. The Company has continued to monitor and
control its investments in inventories by taking advantage of various vendor
purchasing programs and through the use of system enhancements to improve
inventory tracking. The Company has continued to improve its collection of
accounts receivable through improved billing systems and collection efforts.
During the year ended June 30, 2004, inventories remained at prior year levels
while sales and inventory turns increased. The increase in sales and overall net
income were the primary factors in the operating cash generated in fiscal 2004.
Other factors contributing to the operating cash flows were the annual
depreciation and an increase in accrued expenses related to higher personnel
costs attributed to overall company performance. Overall operating cash was
reduced by the increase in our receivables balances due primarily to increased
fourth quarter sales.
Cash used by investing activities of $15.8 million for the year ended June
30, 2004 consisted primarily of property purchases of approximately $14.4
million, and the expenditure for the purchase of Rybalsa. A major component of
our property and equipment purchases related to the Company exercising its
option in September 2003 to purchase properties under lease for $7.5 million.
Additional purchases were made to enhance our AppliedAccess(R) Web site and
expand our electronic catalog content.
For fiscal 2005, our property purchases are expected to be in the $9.0
million to $10.0 million range consisting primarily of
12
<PAGE>
additional computer technology and infrastructure investments. Depreciation for
fiscal 2005 is expected to be in the range of $14.0 to $15.0 million.
Cash used in financing activities was approximately $12.7 million in
fiscal 2004 and $15.6 million in fiscal 2003. During fiscal 2004, the Company
paid a total of $9.3 million in cash dividends to its shareholders and retired
$2.9 million in debt.
The following table shows the Company's approximate obligations and
commitments to make future payments under contractual obligations as of June 30,
2004 (in thousands):
<TABLE>
<CAPTION>
Period Less Period Period Period
Total Than 1 yr 2-3 yrs. 4-5 yrs. Over 5 yrs.
-------- ----------- -------- -------- -----------
<S> <C> <C> <C> <C> <C>
Operating Leases $ 68,124 $16,127 $20,099 $12,146 $19,752
Long-term Debt 75,000 50,000 25,000
-------- ------- ------- ------- -------
Total Contractual
Cash Obligations $143,124 $16,127 $20,099 $62,146 $44,752
======== ======= ======= ======= =======
</TABLE>
The Company also used approximately $6.3 million to repurchase 290
thousand shares during the year for an average price of approximately $22 per
share compared to $9.9 million for 581 thousand shares in fiscal 2003.
The Board of Directors has authorized the repurchase of shares of the
Company's common stock, at the Company's discretion, to fund employee benefit
programs, equity award programs, and future business acquisitions. These
purchases may be made in open market and negotiated transactions, from time to
time, depending upon market conditions. At June 30, 2004, the Company has
authorization to purchase an additional 841,000 shares.
In fiscal 2004, the Company continued its practice of paying cash
dividends each quarter. Due to increased profitability and cash flow, the
Company raised its quarterly dividend in July 2004 approximately 17% to 14 cents
per share. In earlier quarters, the Company's dividend was 12 cents per share
per quarter. The amount of the dividend paid is recommended quarterly by
management and approved by the Company's Board of Directors based on financial
performance, cash flow and payout guidelines consistent with other industrial
companies.
Capital resources are obtained from income retained in the business,
borrowings under the Company's lines of credit, revolving credit agreement and
long-term debt facilities and from operating lease arrangements.
See Note 6 to the consolidated financial statements for details regarding
the outstanding debt amounts as of June 30, 2004. The average long-term
borrowings in fiscal 2004 were $75.0 million compared to $76.4 million in fiscal
2003. Approximately one-third of the Company's outstanding debt has been
converted from fixed rate U.S. dollar denominated debt to fixed rate Canadian
dollar denominated debt through the use of a cross currency swap. As such, the
consolidated interest expense is affected by changes in the exchange rates of
U.S. and Canadian dollars (see Note 7). The weighted average interest rate on
borrowings under our long-term debt agreements, net of the benefits from
interest rate swaps, was 6.3% in 2004 and 5.9% in 2003, respectively. The
increase in the weighted average interest rate was due to the effect of the
exchange rates as noted above and lower benefits from interest rate swap
agreements of $791 thousand in fiscal 2004 versus $880 thousand in fiscal 2003.
These swaps were terminated in fiscal 2003 or prior for favorable settlements.
The settlement gains are being amortized as a reduction in interest expense of
approximately $790 thousand per year over the remaining life of the notes
through December 2007.
The Company manages interest rate risk through the use of a combination of
fixed rate long-term debt, variable rate borrowings under its committed
revolving credit agreement and interest rate swaps. At June 30, 2004, the
Company has no variable rate debt or interest rate swaps outstanding. See Note 7
"Risk Management Activities" for additional discussion on the Company's
derivative activities.
The Company's working capital at June 30, 2004 was $291.7 million compared
to $259.4 million at June 30, 2003. The current ratio was 2.9 and 2.8 at June
30, 2004 and 2003, respectively. The increase in working capital is due to cash
generated from our operations and from the increase in receivables due to the
strong fourth quarter sales.
The Company has a five-year committed revolving credit agreement, which
was entered into in November 2003 with a group of banks. This agreement provides
for unsecured borrowings of up to $100.0 million. The Company had no borrowings
outstanding under this facility at June 30, 2004. Unused lines under this
facility,
13
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Applied Industrial Technologies, Inc. and Subsidiaries
Management's Discussion and Analysis, Continued
net of outstanding letters of credit, totaling $92.1 million are available to
fund future acquisitions or other capital and operating requirements. Effective
February 2004, the Company also entered into an uncommitted long-term financing
shelf facility enabling the Company to borrow up to $100.0 million at its
discretion with terms up to twelve years. The Company has no outstanding
borrowings under this facility at June 30, 2004.
The aggregate annual maturities of long-term debt are $50.0 million in
fiscal 2008 and $25.0 million in fiscal 2011.
Management expects that cash provided from operations, available lines of
credit, long-term debt and the use of operating leases will be sufficient to
finance normal working capital needs, acquisitions, investments in properties,
facilities and equipment and the purchase of additional Company common stock.
Management also believes that additional long-term debt and line of credit
financing could be obtained based on the Company's credit standing and financial
strength.
CRITICAL ACCOUNTING POLICIES
The preparation of financial statements and related disclosures in conformity
with accounting principles generally accepted in the United States of America
requires management to make judgments, assumptions and estimates at a specific
point in time that affect the amounts reported in the consolidated financial
statements and disclosed in the accompanying notes. Note 1 to the consolidated
financial statements describes the significant accounting policies and methods
used in preparation of the consolidated financial statements. Estimates are used
for, but not limited to, determining the net carrying value of trade
receivables, inventories, supplier rebates receivable, goodwill, other
intangible assets and recording self-insurance liabilities and other accrued
liabilities. Actual results could differ from these estimates. The following
critical accounting policies are impacted significantly by judgments,
assumptions and estimates used in the preparation of the consolidated financial
statements.
LIFO Inventory Valuation and Methodology
U.S. inventories are valued at the lower of cost or market, using the last-in,
first-out (LIFO) method, and foreign inventories are valued using the average
cost method. The Company adopted the link chain dollar value LIFO method of
accounting for domestic inventories in fiscal 1974. Approximately half of our
inventory dollars relate to LIFO layers added in the 1970's which results in a
$125.5 million excess of current cost over LIFO cost as reflected on our
consolidated balance sheet at June 30, 2004. The Company maintains five LIFO
pools based on the following product groupings: bearings, drive products, rubber
products, fluid power products and other products. LIFO layers and/or
liquidations are determined consistently year-to-year in a manner which is in
accordance with the guidance in the 1984 AICPA LIFO Issue Paper, "Identification
and Discussion of Certain Financial Accounting and Reporting Issues Concerning
LIFO Inventories." See Note 3 for further information regarding inventories.
Allowances for Slow-Moving and Obsolete Inventories
The Company identifies slow moving or obsolete inventories and estimates
appropriate loss provisions related thereto. The majority of the Company's
inventories are not highly susceptible to obsolescence. In addition, the Company
is generally eligible for credit or return allowances under various supplier
return programs. While the Company has no reason to believe its inventory return
privileges and programs will be discontinued in the future, its risk of loss
associated with obsolete or slow moving inventories would increase if such were
to occur.
Allowances for Doubtful Accounts
The Company evaluates the collectibility of accounts receivable based on a
combination of factors. Initially, the Company estimates an allowance for
doubtful accounts as a percentage of net sales based on historical bad debt
experience. This initial estimate is periodically adjusted when the Company
becomes aware of a specific customer's inability to meet its financial
obligations (e.g., bankruptcy filing) or as a result of changes in the overall
aging of accounts receivable. While the Company has a large customer base that
is diverse as to industry and geography, a general economic downturn in any of
the industry segments in which the Company
14
<PAGE>
operates could result in higher than expected customer defaults, and, therefore,
the need to revise estimates for bad debts.
Goodwill Accounting
The Company adopted Statement of Financial Accounting Standard ("SFAS") No. 142,
"Goodwill and Other Intangible Assets," effective July 1, 2001. Goodwill is no
longer amortized but rather is evaluated for impairment. The Company performs
annual tests of impairment as of January 1 of each year or whenever conditions
would indicate an evaluation should be completed. The Company utilizes
discounted cash flow models and market multiples for comparable businesses to
determine fair value used in the goodwill impairment evaluation. Management's
estimates of fair value are based upon factors such as projected future sales,
price increases, and other uncertain elements requiring significant judgments.
While the Company uses available information to prepare its estimates and to
perform impairment evaluations, actual results could differ significantly,
resulting in future impairment and losses related to recorded goodwill balances.
Supplier Purchasing Programs
The Company enters into agreements with certain suppliers providing for
inventory purchase rebates. The Company's inventory purchase rebate arrangements
are unique to each supplier and are generally annual programs ending at either
the Company's fiscal year end or the supplier's year end. Rebates are received
in the form of cash or credits against purchases upon attainment of specified
purchase volumes and are received monthly, quarterly or annually based upon
actual purchases for such period. The supplier rebates are a specified
percentage of the Company's net purchases based upon achieving specific
purchasing volume levels. These percentages can increase or decrease based on
changes in the volume of purchases.
The Company accrues for the receipt of these inventory purchase rebates
based upon actual cumulative purchases of inventory. The percentage level
utilized is based upon the estimated total volume of purchases we expect to
achieve during the life of the program. Each supplier program is analyzed,
reviewed and reconciled each quarter as information becomes available to
determine the appropriateness of the amount estimated to be received.
Differences between our estimates and actual rebates received have not been
material.
All rebates under these supplier purchasing programs are recognized under
the Company's LIFO inventory accounting method as a reduction of cost of sales
when the inventories representing these purchases are sold and recorded as cost
of sales. The Company's accounting for rebates is in accordance with guidance
issued by the FASB in EITF 02-16, "Accounting by a Customer (Including a
Reseller) for Certain Consideration Received from a Vendor." While management
believes the Company will continue to receive inventory purchase rebates, there
can be no assurance that suppliers will continue to provide comparable amounts
of rebates in the future.
Self-Insurance Liabilities
The Company has insurance programs to cover workers' compensation, business,
automobile, general and product liability risks. The insurance programs have
self-insured retention to $350 thousand per claim. On an annual basis, an
independent actuarial firm is hired to determine the adequacy of estimated
liabilities. The Company accrues estimated losses based on actuarial models and
assumptions as well as the Company's historical loss experience. Although
management believes that the estimated liabilities for self insurance are
adequate, the estimates described above may not be indicative of current and
future losses. In addition, the actuarial calculations used to estimate self
insurance liabilities are based on numerous assumptions, some of which are
subjective. The Company will continue to adjust its estimated liabilities for
self insurance, as deemed necessary, in the event that future loss experience
differs from historical loss patterns.
Pension & Other Postretirement Benefit Plans
The measurement of liabilities related to pension plans and other postretirement
benefit plans is based on management's assumptions related to future events
including interest rates, return on pension
15
<PAGE>
Applied Industrial Technologies, Inc. and Subsidiaries
Management's Discussion and Analysis, Continued
plan assets, rate of compensation increases, and health care cost trend rates.
The Company evaluates these assumptions and adjusts them as necessary.
Guarantees
In December 2002, the Financial Accounting Standards Board issued Interpretation
No. (FIN) 45, "Guarantor's Accounting and Disclosure Requirements." FIN 45
requires the disclosure of any guarantees in place at December 31, 2002 and the
recognition of a liability for any guarantees entered into or modified after
that date.
The Company is a guarantor in connection with the construction and lease
of its corporate headquarters facility entered into prior to December 31, 2002
that requires disclosure under FIN 45. The Company has guaranteed repayment of a
total of approximately $5.7 million of taxable development revenue bonds issued
by Cuyahoga County and the Cleveland-Cuyahoga County Port Authority. These bonds
were issued with a 20-year term and are scheduled to mature in March 2016. Any
default, as defined in the guarantee agreements, would obligate Applied for the
full amount of the outstanding bonds through maturity.
Due to the nature of the guarantee, the Company has not recorded any
liability on the financial statements. In the event of a default and subsequent
payout under this guarantee, the Company maintains the right to pursue all legal
options available to mitigate its exposure.
NEW ACCOUNTING PRONOUNCEMENTS
Effective July 1, 2003, the Company adopted for stock options the fair value
recognition provisions of SFAS 123, "Accounting for Stock-Based Compensation,"
using the modified prospective method for the transition. Under the modified
prospective method, stock based compensation cost recognized during this fiscal
year is the same as that which would have been recognized had the fair value
recognition provisions for stock options been applied to all awards granted
after July 1, 1995. The compensation expense recorded for stock options during
the year ended June 30, 2004, was $1.6 million, $1.1 million net of tax, or $.05
per share.
In January 2003, the Financial Accounting Standards Board issued FIN 46,
"Consolidation of Variable Interest Entities." The Company is a minority owner
in iSource. iSource maintains assets of approximately $2.9 million at June 30,
2004. The Company's purchases currently account for more than 90% of iSource's
sales and the Company is considered the primary beneficiary of iSource's
operations. Accordingly, iSource's financial statements have been consolidated
with the Company's beginning in July 2003 in accordance with the effective date
of FIN 46. The consolidation of iSource's financial statements did not have a
material impact on the Company's consolidated income or cash flow statements.
OTHER MATTERS
In November 2003, the Company acquired the stock of Rodamientos y Bandas de la
Laguna S.A. de C.V. (Rybalsa), a Mexican distributor of industrial products, for
approximately $2.8 million. The acquisition was paid for from existing cash
balances. The results of the acquired business operations have been combined
with our previous operations in Mexico, but are not considered material for the
periods presented. The operating results are reported in our service center
based distribution segment from the acquisition date. The business contributed
$6.0 million in sales from the date of acquisition through June 30, 2004. Sales
and operating results to date have met Company expectations.
In October 2002, the Company acquired certain assets of Industrial
Equipment Co., Ltd. (IECO), a Canadian distributor of industrial products, for
approximately $11.5 million. This acquisition was paid for from existing cash
balances. The results of the acquired business operations are not material for
periods represented. The acquired operations are reported in our service center
based distribution segment from the acquisition date. Sales and operating
results to date have met Company expectations.
CAUTIONARY STATEMENT
UNDER PRIVATE SECURITIES LITIGATION REFORM ACT
This Annual Report to Shareholders, including Management's Discussion and
Analysis, contains statements that are forward-look-
16
<PAGE>
ing, based on management's current expectations about the future.
Forward-looking statements are often identified by qualifiers, such as "expect,"
"believe," "intend," "will," "should," "anticipate," 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 and
by the Securities and Exchange Commission in its rules, regulations and
releases.
Readers are cautioned not to place undue reliance on any forward-looking
statements. 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; reduced demand
for our products in targeted markets including consolidation in customer
industries and the transfer of manufacturing capacity to foreign countries;
changes in interest rates and inflation; changes in customer procurement
policies and practices; changes in product manufacturer sales policies and
practices; the availability of products and labor; changes in operating
expenses; price increases or decreases; the variability and timing of business
opportunities including acquisitions, alliances, customer relationships and
supplier authorizations; the Company's ability to realize the anticipated
benefits of acquisitions and other business strategies; the incurrence of debt
and contingent liabilities in connection with acquisitions; changes in
accounting policies and practices; organizational changes within the Company;
the emergence of new competitors, including firms with greater financial
resources than the Company; risks and uncertainties associated with the
Company's foreign operations, including inflation, recessions, and foreign
currency exchange rates; adverse results in significant litigation matters;
adverse regulation and legislation; and the occurrence of extraordinary events
(including prolonged labor disputes, natural events and acts of God, terrorist
acts, fires, floods and accidents).
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company has evaluated its 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, variable rate
borrowings under its committed revolving credit agreement and interest rate
swaps. The Company had no variable rate borrowings under its committed revolving
credit agreement and no interest rate swap agreements outstanding at June 30,
2004. All the Company's outstanding debt is currently at fixed interest rates at
June 30, 2004 and scheduled for repayment in December 2007 and beyond.
The Company mitigates its foreign currency exposure from the Canadian
dollar through the use of cross currency swap agreements as well as
foreign-currency denominated debt. Hedging of the U.S. dollar denominated debt,
used to fund a substantial portion of the 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. Translation exposures with regard to our Mexican business are
not hedged, as our Mexican activity is not material. For the year ended June 30,
2004, a uniform 10% strengthening of the U.S. dollar relative to foreign
currencies that affect the Company would have resulted in a $.1 million decrease
in net income. A uniform 10% weakening of the U.S. dollar would have resulted in
a $.1 million increase in net income.
17
<PAGE>
Applied Industrial Technologies, Inc. and Subsidiaries
Statements of Consolidated Income
<TABLE>
<CAPTION>
Year Ended June 30
(In thousands, except per share amounts) 2004 2003 2002
- ---------------------------------------- ----------- ----------- -----------
<S> <C> <C> <C>
NET SALES $ 1,517,004 $ 1,464,367 $ 1,446,569
COST OF SALES 1,114,861 1,085,072 1,080,879
----------- ----------- -----------
402,143 379,295 365,690
SELLING, DISTRIBUTION AND ADMINISTRATIVE 350,695 343,041 334,856
----------- ----------- -----------
OPERATING INCOME 51,448 36,254 30,834
----------- ----------- -----------
INTEREST EXPENSE 5,814 5,677 7,078
INTEREST INCOME (405) (379) (340)
OTHER (INCOME) EXPENSE, NET (432) 24 341
----------- ----------- -----------
4,977 5,322 7,079
----------- ----------- -----------
INCOME BEFORE INCOME TAXES 46,471 30,932 23,755
----------- ----------- -----------
INCOME TAX EXPENSE 15,000 11,100 9,000
----------- ----------- -----------
INCOME BEFORE CUMULATIVE EFFECT OF ACCOUNTING CHANGE 31,471 19,832 14,755
CUMULATIVE EFFECT OF ACCOUNTING CHANGE (12,100)
----------- ----------- -----------
NET INCOME $ 31,471 $ 19,832 $ 2,655
=========== =========== ===========
NET INCOME PER SHARE - BASIC
Before cumulative effect of accounting change $ 1.64 $ 1.05 $ 0.77
Cumulative effect of accounting change (0.63)
----------- ----------- -----------
NET INCOME PER SHARE - BASIC $ 1.64 $ 1.05 $ 0.14
=========== =========== ===========
NET INCOME PER SHARE - DILUTED
Before cumulative effect of accounting change $ 1.60 $ 1.03 $ 0.76
Cumulative effect of accounting change (0.63)
----------- ----------- -----------
NET INCOME PER SHARE - DILUTED $ 1.60 $ 1.03 $ 0.13
=========== =========== ===========
</TABLE>
See notes to consolidated financial statements.
18
<PAGE>
Applied Industrial Technologies, Inc. and Subsidiaries
Consolidated Balance Sheets
<TABLE>
<CAPTION>
June 30
(In thousands) 2004 2003
- -------------- --------- ---------
<S> <C> <C>
Assets
Current assets
Cash and temporary investments $ 69,667 $ 55,079
Accounts receivable, less allowances of $6,400 and $6,100 190,815 173,915
Inventories 159,594 159,798
Other current assets 22,957 11,702
--------- ---------
Total current assets 443,033 400,494
--------- ---------
Property - at cost
Land 10,458 10,632
Buildings 69,637 62,179
Equipment 95,051 90,967
--------- ---------
175,146 163,778
Less accumulated depreciation 98,121 85,836
--------- ---------
Property - net 77,025 77,942
--------- ---------
Goodwill - net of accumulated amortization of $13,069 49,852 49,687
Other assets 26,931 25,281
--------- ---------
Total Assets $ 596,841 $ 553,404
========= =========
Liabilities
Current liabilities
Accounts payable $ 78,767 $ 75,411
Compensation and related benefits 47,032 42,479
Other current liabilities 25,530 23,245
--------- ---------
Total current liabilities 151,329 141,135
Long-term debt 77,767 78,558
Other liabilities 28,210 25,855
--------- ---------
Total Liabilities 257,306 245,548
--------- ---------
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 90,520 84,898
Income retained for use in the business 311,922 289,724
Treasury shares - at cost (4,591 and 5,076 shares) (72,870) (78,706)
Unearned restricted common stock compensation (1,158) (114)
Accumulated other comprehensive income 1,121 2,054
--------- ---------
Total Shareholders' Equity 339,535 307,856
--------- ---------
Total Liabilities and Shareholders' Equity $ 596,841 $ 553,404
========= =========
</TABLE>
See notes to consolidated financial statements.
19
<PAGE>
Applied Industrial Technologies, Inc. and Subsidiaries
Statements of Consolidated Cash Flows
<TABLE>
<CAPTION>
Year Ended June 30
(In thousands) 2004 2003 2002
- -------------- -------- -------- --------
<S> <C> <C> <C>
Cash Flows from Operating Activities
Net income $ 31,471 $ 19,832 $ 2,655
Adjustments to reconcile net income to cash provided
by operating activities:
Cumulative effect of accounting change 12,100
Depreciation 14,390 14,458 15,294
Deferred income taxes (5,700) (2,700) (5,000)
Amortization of restricted common stock compensation,
stock options and other intangible assets 2,653 1,499 2,499
Provision for losses on accounts receivable 2,525 2,510 4,488
Loss (gain) on sale of property 13 (3,249) (1,327)
Amortization of gain on interest rate swap terminations (791) (752) (245)
Treasury shares contributed to employee benefit and deferred
compensation plans 6,497 3,156 2,977
Changes in current assets and liabilities, net of acquisitions:
Accounts receivable (17,266) 8,004 7,237
Inventories 4,795 10,436 27,020
Other current assets (11,064) (659) (688)
Accounts payable 5,913 (4,276) 2,593
Accrued expenses 9,652 15,661 1,518
-------- -------- --------
Net Cash provided by Operating Activities 43,088 63,920 71,121
-------- -------- --------
Cash Flows from Investing Activities
Property purchases (14,387) (12,794) (10,050)
Proceeds from property sales 1,441 7,456 3,610
Net cash paid for acquisition of businesses, net of cash
acquired of $815 in 2004 (1,285) (10,255) (2,574)
Deposits and other (1,589) (689) 274
-------- -------- --------
Net Cash used in Investing Activities (15,820) (16,282) (8,740)
-------- -------- --------
Cash Flows from Financing Activities
Repayments under revolving credit agreements - net (2,850) (21,350)
Long-term debt repayments (5,714) (11,429)
Proceeds from termination of swap 2,517 2,038
Change in cash overdrafts (2,557) 3,371 (2,173)
Purchases of treasury shares (6,336) (9,946) (14,318)
Dividends paid (9,273) (9,154) (9,270)
Exercise of stock options 8,336 3,307 3,200
-------- -------- --------
Net Cash used in Financing Activities (12,680) (15,619) (53,302)
-------- -------- --------
Increase in cash and temporary investments 14,588 32,019 9,079
Cash and temporary investments at beginning of year 55,079 23,060 13,981
-------- -------- --------
Cash and Temporary Investments at End of Year $ 69,667 $ 55,079 $ 23,060
======== ======== ========
Supplemental Cash Flow Information
Cash paid during the year for:
Income taxes $ 20,434 $ 13,204 $ 8,182
Interest $ 5,379 $ 4,995 $ 6,205
</TABLE>
See notes to consolidated financial statements.
20
<PAGE>
Applied Industrial Technologies, Inc. and Subsidiaries
Statements of Consolidated Shareholders' Equity
<TABLE>
<CAPTION>
For the Years Ended June 30, 2004, 2003 and 2002
------------------------------------------------------------
Unearned
Income Restricted
Shares of Additional Retained for Treasury Common
Common Stock Common Paid-in Use in the Shares-at Stock
(In thousands, except per share amounts) Outstanding Stock Capital Business Cost Compensation
- ---------------------------------------- ------------ ------- ---------- ------------ --------- ------------
<S> <C> <C> <C> <C> <C> <C>
Balance at July 1, 2001 19,647 $10,000 $ 84,221 $ 285,661 $ (66,227) $ (1,955)
Net income 2,655
Minimum pension liability
Unrealized gain on cross currency swap
Foreign currency translation adjustment
Total comprehensive income
Cash dividends - $.48 per share (9,270)
Purchases of common stock for treasury (817) (14,318)
Treasury shares issued for:
Retirement Savings Plan contributions 148 434 2,243
Exercise of stock options 226 (183) 3,383
Deferred compensation plans 14 52 248
Forfeiture of restricted common stock
compensation (15) (76) (229) 305
Amortization of restricted
common stock compensation (169) 818
Other 238
------ ------- ---------- ------------ --------- ------------
Balance at June 30, 2002 19,203 10,000 84,517 279,046 (74,900) (832)
Net income 19,832
Unrealized loss on cross currency swap
Foreign currency translation adjustment
Total comprehensive income
Cash dividends - $.48 per share (9,154)
Purchases of common stock for treasury (581) (9,946)
Treasury shares issued for:
Retirement Savings Plan contributions 164 348 2,505
Exercise of stock options 217 (63) 3,370
Deferred compensation plans 17 38 265
Amortization of restricted
common stock compensation 30 718
Other 28
------ ------- ---------- ------------ --------- ------------
Balance at June 30, 2003 19,020 10,000 84,898 289,724 (78,706) (114)
Net income 31,471
Unrealized loss on cross currency swap
Foreign currency translation adjustment
Total comprehensive income
Cash dividends - $.48 per share (9,273)
Purchases of common stock for treasury (290) (6,336)
Treasury shares issued for:
Retirement Savings Plan contributions 229 1,713 3,609
Exercise of stock options 438 1,497 6,839
Deferred compensation plans 51 344 831
Restricted common stock awards 57 392 893 (1,285)
Compensation expense - stock options 1,586
Amortization of restricted
common stock compensation 9 241
Other 81
------ ------- ---------- ------------ --------- ------------
Balance at June 30, 2004 19,505 $10,000 $ 90,520 $ 311,922 $ (72,870) $ (1,158)
====== ======= ========== ============ ========= ============
</TABLE>
<TABLE>
<CAPTION>
For the Years Ended June 30, 2004, 2003 and 2002
-------------------------------------------------
Accumulated
Other Total
Comprehensive Shareholders'
(In thousands, except per share amounts) Income (loss) Equity
- ---------------------------------------- ------------- -------------
<S> <C> <C>
Balance at July 1, 2001 $ (182) $ 311,518
Net income 2,655
Minimum pension liability 285 285
Unrealized gain on cross currency swap 297 297
Foreign currency translation adjustment (84) (84)
-------------
Total comprehensive income 3,153
-------------
Cash dividends - $.48 per share (9,270)
Purchases of common stock for treasury (14,318)
Treasury shares issued for:
Retirement Savings Plan contributions 2,677
Exercise of stock options 3,200
Deferred compensation plans 300
Forfeiture of restricted common stock
compensation
Amortization of restricted
common stock compensation 649
Other 238
-------------- -------------
Balance at June 30, 2002 316 298,147
Net income 19,832
Unrealized loss on cross currency swap (1,019) (1,019)
Foreign currency translation adjustment 2,757 2,757
-------------
Total comprehensive income 21,570
-------------
Cash dividends - $.48 per share (9,154)
Purchases of common stock for treasury (9,946)
Treasury shares issued for:
Retirement Savings Plan contributions 2,853
Exercise of stock options 3,307
Deferred compensation plans 303
Amortization of restricted
common stock compensation 748
Other 28
-------------- -------------
Balance at June 30, 2003 2,054 307,856
Net income 31,471
Unrealized loss on cross currency swap (701) (701)
Foreign currency translation adjustment (232) (232)
-------------
Total comprehensive income 30,538
-------------
Cash dividends - $.48 per share (9,273)
Purchases of common stock for treasury (6,336)
Treasury shares issued for:
Retirement Savings Plan contributions 5,322
Exercise of stock options 8,336
Deferred compensation plans 1,175
Restricted common stock awards
Compensation expense - stock options 1,586
Amortization of restricted
common stock compensation 250
Other 81
------------- -------------
Balance at June 30, 2004 $ 1,121 $ 339,535
============= =============
</TABLE>
See notes to consolidated financial statements.
21
<PAGE>
Applied Industrial Technologies, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Years Ended June 30, 2004, 2003 and 2002
(Dollar amounts in thousands, except per share amounts)
NOTE_1: BUSINESS AND ACCOUNTING POLICIES
Business
The Company is one of North America's leading distributors of industrial and
fluid power products and systems. Industrial products include bearings and
seals, linear motion products, power transmission products, industrial rubber
products, general maintenance and safety products and tools. Fluid power
includes hydraulic, pneumatic, lubrication and filtration components and
systems. The Company also provides mechanical, rubber shop and fluid power
services. The Company offers technical application support for these products
and provides creative solutions to help customers minimize downtime and reduce
overall procurement costs. Although the Company does not generally manufacture
the products it sells, it does assemble and repair certain products and systems.
Most of the Company's sales are in the maintenance and replacement markets to
customers in a wide range of industries, principally in North America.
Consolidation
The consolidated financial statements include the accounts of Applied Industrial
Technologies, Inc. and its subsidiaries. The Company is considered the primary
beneficiary for iSource Performance Materials, LLC (iSource) and includes their
accounts in the consolidated financial statements. All significant intercompany
transactions and balances have been eliminated in consolidation. The financial
statements of the Company's Canadian subsidiaries are included in the
consolidated financial statements based upon their fiscal year ended May 31.
Certain reclassifications have been made to prior year amounts to be consistant
with the presentation in the current year.
Foreign Currency
The financial statements of the Company's Canadian and Mexican subsidiaries are
measured using local currencies as their functional currencies. Assets and
liabilities are translated into U.S. dollars at the exchange rates as of
year-end, while income statement amounts are translated at average monthly
exchange rates. Translation gains and losses are included as components of
accumulated other comprehensive income in shareholders' equity. Transaction
gains and losses included in the statements of consolidated income were not
material.
Estimates
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amount of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amount of revenues and expenses during
the period. Actual results may differ from the estimates and assumptions used in
preparing the consolidated financial statements.
Cash and Temporary Investments
The Company considers all temporary investments with maturities of three months
or less at the date of purchase to be cash equivalents. Cash overdrafts of
$8,070 at June 30, 2004 and $10,627 at June 30, 2003 are classified as a current
liability in accounts payable.
Goodwill
Effective July 1, 2001, the Company adopted Statement of Financial Accounting
Standards ("SPAS") 142, "Goodwill and Other Intangible Assets." Under SFAS 142,
goodwill is no longer amortized, but is tested for impairment upon adoption and
at least annually thereafter. The Company has established January 1 as its
annual impairment testing date. The results of the Company's January 1, 2004
testing indicated no impairment. For purposes of completing impairment testing
upon adoption of SFAS 142 at July 1, 2001, the Company determined the fair value
of its reporting units utilizing discounted cash flow models and market
multiples for comparable businesses. The Company compared the fair value of each
of its reporting units to its carrying value. This evaluation indicated that
goodwill associated with its fluid power business was impaired. This impairment
was primarily attributed to a downturn in the industrial economy in the years
following the Company's fluid power business acquisitions. A non-cash charge
totaling $17,600, $12,100 after tax, was recorded as the cumulative effect of a
change in accounting principle effective July 1, 2001 to write-off the remaining
goodwill relating to the fluid power business.
Inventories
U.S. inventories are valued at the lower of cost or market, using the last-in,
first-out (LIFO) method, and foreign inventories are valued using the average
cost method. The Company adopted the link chain dollar value LIFO method of
accounting for domestic inventories in fiscal 1974. At June 30, 2004,
approximately half of our inventory dollars relate to LIFO layers added in the
1970's. The Company maintains five LIFO pools based on the following product
groupings: bearings, drive products, rubber products, fluid power products and
other products. LIFO layers and/or liquidations are determined consistently
year-to-year in a manner which is in accordance with the guidance in the 1984
AICPA LIFO Issue Paper, "Identification and Discussion of Certain Financial
Accounting and Reporting Issues Concerning LIFO Inventories." See Note 3 for
further information regarding inventories.
22
<PAGE>
Property and Depreciation
Property and equipment are initially stated at cost. Depreciation of buildings
and equipment is computed using the straight-line method over the estimated
useful lives of the assets. Buildings and related improvements are depreciated
over 10 to 30 years and equipment over 3 to 8 years. The carrying values of
long-lived assets, including property and equipment, are reviewed for impairment
on a quarterly basis or whenever events or changes in circumstances indicate
that the recorded value cannot be recovered from undiscounted future cash flows.
Estimated Liability for Self-Insurance
The Company maintains business insurance programs with significant self-insured
retention, which covers workers' compensation, business automobile and general
products liability claims. The Company accrues estimated losses using actuarial
calculations, models and assumptions based on historical loss experience. The
Company maintains a self-insured health benefits plan, which provides medical
benefits to employees electing coverage under the plan. The Company maintains a
reserve for incurred but not reported medical claims and claims development. The
reserve is based on historical experience and other assumptions. The Company
utilizes independent actuarial firms to assist in determining the adequacy of
these reserves.
Revenue Recognition
Sales are recognized when products are shipped or delivered to a customer which
occurs when title is transferred to the customer. Products are billed at agreed
upon prices. The Company's experience is that collection of receivables recorded
for all sales is reasonably assured.
Shipping and Handling
The Company recognizes shipping and handling fees billed when products are
shipped or delivered to a customer, and includes such amounts in net sales.
Third party freight payments are recorded in cost of sales in the accompanying
statements of consolidated income.
Income Taxes
Income taxes are determined based upon income and expenses recorded for
financial reporting purposes. Deferred income taxes are recorded for estimated
future tax effects of differences between the bases of assets and liabilities
for financial reporting and income tax purposes giving consideration to enacted
tax laws.
Net Income Per Share
The following is a computation of the basic and diluted earnings per share:
<TABLE>
<CAPTION>
Year Ended June 30
2004 2003 2002
----------- ------- --------
<S> <C> <C> <C>
Net Income
Income before cumulative effect of
accounting change $ 31,471 $19,832 $ 14,755
Cumulative effect of accounting change (12,100)
----------- ------- --------
Net Income $ 31,471 $19,832 $ 2,655
=========== ======= ========
Average Shares Outstanding
Weighted average common shares outstanding
for basic computation 19,238 18,908 19,079
Dilutive effect of stock based options and
awards 453 314 338
----------- ------- --------
Weighted average common shares outstanding
for dilutive computation 19,691 19,222 19,417
=========== ======= ========
Net Income Per Share - Basic
Before cumulative effect of accounting change $ 1.64 $ 1.05 $ 0.77
Cumulative effect of accounting change (0.63)
----------- ------- --------
Net Income Per Share - Basic $ 1.64 $ 1.05 $ 0.14
=========== ======= ========
Net Income Per Share - Diluted
Before cumulative effect of accounting change $ 1.60 $ 1.03 $ 0.76
Cumulative effect of accounting change (0.63)
----------- ------- --------
Net Income Per Share - Diluted $ 1.60 $ 1.03 $ 0.13
=========== ======= ========
</TABLE>
Stock Based Compensation
At June 30, 2004, the Company had outstanding stock options and other
stock-based awards (see Note 9). Effective July 1, 2003, the Company adopted for
stock options the fair value recognition provisions of SEAS 123, "Accounting for
Stock-Based Compensation" as amended by SPAS 148, "Accounting for Stock-Based
Compensation - Transition and Disclosure," using the modified prospective method
for the transition. Under the modified prospective method, stock-based
compensation cost recognized during this fiscal year for stock options is the
same as that which would
23
<PAGE>
Applied Industrial Technologies, Inc. and Subsidiaries
Notes to Consolidated Financial Statements, Continued
have been recognized had the fair value recognition provisions been applied to
all stock option awards granted after July 1, 1995. Results for prior years have
not been restated. The compensation expense for stock options recorded during
the year ended June 30, 2004 was $1,586, $1,074 net of tax, or $0.05 per share.
The Company also records expense for other stock-based compensation, including
restricted stock awards, ratably over the vesting period based upon the
aggregate fair market value at the date of grant. The following table discloses
the compensation expense and net income as if the fair value based method had
been applied for stock options in each period:
<TABLE>
<CAPTION>
Year Ended June 30
2004 2003 2002
---------- ---------- ----------
<S> <C> <C> <C>
Net income, as reported $ 31,471 $ 19,832 $ 2,655
PLUS: Stock option compensation expense included
in reported net income, net of tax 1,074
Restricted stock compensation expense
included in reported net income, net of tax 163 460 508
LESS: Total stock-based employee compensation
expense determined under fair value based method,
net of tax (1,237) (1,710) (1,829)
---------- ---------- ----------
Pro forma net income $ 31,471 $ 18,582 $ 1,334
========== ========== ==========
Earnings per share:
Basic - as reported $ 1.64 $ 1.05 $ .14
========== ========== ==========
Basic - pro forma $ 1.64 $ .98 $ .07
========== ========== ==========
Diluted - as reported $ 1.60 $ 1.03 $ .13
========== ========== ==========
Diluted - pro forma $ 1.60 $ .97 $ .07
========== ========== ==========
</TABLE>
Compensation expense for stock options has been determined using the Black
Scholes option pricing model. The weighted average assumptions used for stock
option grants issued in 2004, 2003 and 2002 are:
<TABLE>
<CAPTION>
2004 2003 2002
--------- --------- ---------
<S> <C> <C> <C>
Expected life 7.3 YEARS 7.0 years 7.0 years
Risk free interest rate 3.8% 3.9% 4.9%
Dividend yield 2.9% 3.0% 3.0%
Volatility 31.7% 30.9% 29.1%
</TABLE>
New Accounting Pronouncements
In January 2003, the Financial Accounting Standards Board issued Financial
Interpretations No. (FIN) 46, "Consolidation of Variable Interest Entities,"
which the Company adopted as of July 1, 2003. The Company is a minority owner in
iSource. iSource has assets of $2,900 and accounts payable of $2,400 at June 30,
2004. In December 2003, the Company paid iSource's outstanding amount of bank
debt of $2,990 and assumed the bank's rights under the loan agreement. The
Company's purchases currently account for more than 90% of iSource's sales and
the Company is considered the primary beneficiary of iSource's operations. In
accordance with FIN 46, iSource's financial statements were consolidated with
the Company's beginning in July 2003. This consolidation did not have a
significant impact on consolidated income or cash flow statements.
During December 2003, the Financial Accounting Standards Board issued a
revision to SFAS 132, "Employers' Disclosures about Pensions and Other
Postretirement Benefits, an amendment of SFAS 87, 88, and 106," which expands
the disclosure requirements regarding plan assets, benefit costs and benefit
obligations for the Company's benefit and pension plans. Provisions relating to
the annual financial statement disclosures are effective for the fiscal year
ending June 30, 2004 (see Note 10).
NOTE_2: BUSINESS COMBINATIONS
In November 2003, the Company acquired the stock of a Mexican distributor of
industrial products for approximately $2,800. The results of the acquired
operations are included in our service center based distribution segment from
the acquisition date. Other intangibles of $880, consisting of customer
relationships and non-competition agreements, were recognized in connection with
this combination and will be amortized over periods of seven to ten years.
During the year ended June 30, 2003, the Company acquired assets from a
Canadian distributor of industrial products for approximately $11,500. The
results of the acquired business operations are included in our service center
based distribution segment. Goodwill of $2,486 and other intangible assets of
$1,977, consisting of customer relation-
24
<PAGE>
ships, trademark, exclusive supplier distribution agreements and a
non-competition agreement, were recognized in connection with this combination.
The other intangible assets are being amortized over periods of one to fifteen
years.
For the acquisitions made during the years ended June 30, 2004 and 2003,
the fair values of the acquired assets and liabilities assumed at the dates of
acquisition are as follows:
<TABLE>
<CAPTION>
2004 2003
-------- --------
<S> <C> <C>
Cash $ 815
Accounts receivable 2,159 $ 2,600
Inventory 1,815 4,200
Other current assets 212
Property 201 700
Other assets 2 237
Goodwill 162 2,486
Other intangibles 880 1,977
-------- --------
Total assets acquired 6,246 12,200
Current liabilities (3,446) (700)
-------- --------
Net assets acquired $ 2,800 $ 11,500
======== ========
</TABLE>
During the year ended June 30, 2002, the Company acquired the stock of a Mexican
distributor of bearing and power transmission products for $3,200. Results of
the business operations are included in our service center based distribution
segment. Non-tax deductible goodwill of $1,989 and other intangible assets,
primarily non-competition agreements of $350, were recognized in connection with
this combination.
Results of operations of all of the above acquisitions, which have all
been accounted for as purchases, are included in the accompanying consolidated
financial statements from their respective acquisition dates. The results of
operations for these acquisitions are not material for all years presented.
NOTE_3: INVENTORIES
Inventories consist of the following:
<TABLE>
<CAPTION>
June 30
2004 2003
----------------------------------
<S> <C> <C>
U.S. inventories at current cost $ 253,881 $ 248,147
Foreign inventories at average cost 31,226 26,228
------------- -------------
285,107 274,375
Less: Excess of current cost over LIFO cost for U.S. inventories 125,513 114,577
------------- -------------
Inventories on consolidated balance sheet $ 159,594 $ 159,798
============= =============
</TABLE>
Reductions in inventories during the fiscal years ended June 30, 2004, 2003 and
2002 resulted in liquidation of LIFO inventory quantities carried at lower costs
prevailing in prior years. The effect of these liquidations for the years ended
June 30, 2004, 2003 and 2002 increased gross profit by $672, $741 and $915, net
income by $420, $453 and $546 and net income per share by $.02, $.02 and $.03
respectively.
NOTE_4: GOODWILL & OTHER INTANGIBLES
The changes in the carrying amount of goodwill for the years ended June 30, 2004
and 2003, are as follows:
<TABLE>
<CAPTION>
Service Center Based
Distribution Segment
--------------------
<S> <C>
Balance at July 1, 2002 $ 46,410
Goodwill of acquired businesses 2,486
Currency translation adjustment 791
----------
Balance at June 30, 2003 49,687
Goodwill of acquired businesses 162
Currency translation adjustment 3
----------
Balance at June 30, 2004 $ 49,852
==========
</TABLE>
25
<PAGE>
Applied Industrial Technologies, Inc. and Subsidiaries
Notes to Consolidated Financial Statements, Continued
The Company's intangible assets resulting from business combinations are
amortized over their estimated useful lives and consist of the following:
<TABLE>
<CAPTION>
June 30, 2004 June 30, 2003
------------------------------------------ ------------------------------------------
Accumulated Net Accumulated Net
Amount (a) Amortization Book Value Amount (a) Amortization Book Value
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Non-competition agreements $ 9,315 $ 8,349 $ 966 $ 9,124 $ 7,704 $ 1,420
Customer relationships 2,290 215 2,075 1,534 68 1,466
Exclusive supplier distribution
agreements 549 61 488 548 24 524
Trademarks 73 73 73 49 24
------------ ------------ ------------ ------------ ------------ ------------
$ 12,227 $ 8,698 $ 3,529 $ 11,279 $ 7,845 $ 3,434
============ ============ ============ ============ ============ ============
</TABLE>
(a) Amounts include the impact of foreign currency translation.
For the year ended June 30, 2004, the Company recorded intangible assets of $100
for non-competition agreements and $780 for customer relationships in connection
with the acquisition of a Mexican distributor of industrial products (see Note
2). These intangibles are being amortized over 7 to 10 years, respectively.
Amortization expense for other intangible assets totaled $826 in 2004,
$781 in 2003 and $1,651 in 2002. Estimated amortization of other intangible
assets at June 30, 2004 is expected to be $621 for 2005; $412 for 2006; $324 for
2007; $291 for 2008; $278 for 2009 and $1,603 after 2009.
NOTE_5: OTHER BALANCE SHEET INFORMATION
Other assets consist of the following:
<TABLE>
<CAPTION>
June 30
2004 2003
---------------------------
<S> <C> <C>
Deferred tax assets - non-current $ 12,294 $ 12,450
Deposits and investments 4,454 4,459
Other intangibles 3,529 3,434
Other 6,654 4,938
--------- -----------
Total $ 26,931 $ 25,281
========= ===========
</TABLE>
The fair values of deposits and investments approximates their carrying values.
Other current liabilities consist of the following:
<TABLE>
<CAPTION>
June 30
2004 2003
--------------------------
<S> <C> <C>
Accrued income and other taxes $ 8,725 $ 10,349
Accrued self insurance liabilities 4,458 4,760
Deferred lease liabilities 4,247 4,557
Currency swap liabilities 3,024
Other 5,076 3,579
--------- -----------
Total $ 25,530 $ 23,245
========= ===========
</TABLE>
NOTE_6: DEBT
During February, 2004, the Company entered into an agreement with Prudential
Insurance Company, expiring in February 2007, for an uncommitted shelf facility
that enables the Company to borrow up to $100,000 in additional long-term
financing at the Company's sole discretion with terms of up to twelve years. At
June 30, 2004, there was no borrowing under this agreement.
In November 2003, the Company replaced its existing revolving credit
facility with a five year committed revolving credit facility with a group of
banks. This agreement provides for unsecured borrowings of up to $100,000 at
various interest rate options, none of which is in excess of the banks' prime
rate at interest determination dates. The Company had no borrowings outstanding
under this facility at June 30, 2004. Fees on this facility range from .15% to
..30% per year on the average amount of the total revolving credit commitments
during the year. Unused lines under this facility, net of outstanding letters of
credit, totaled $92,114 and are available to fund future acquisitions or other
capital and operating requirements.
26
<PAGE>
Long-term debt consists of:
<TABLE>
<CAPTION>
June 30
2004 2003
-----------------
<S> <C> <C>
7.98% Private placement debt, due at maturity in November 2010 $25,000 $25,000
6.6% Senior $50,000 unsecured term notes, due at maturity in
December 2007, including effects of interest rate swaps (see Note 7) 52,767 53,558
------- -------
Total $77,767 $78,558
======= =======
</TABLE>
The revolving credit facility, private placement debt and senior unsecured term
notes contain restrictive covenants regarding liquidity, tangible net worth,
financial ratios and other covenants. At June 30, 2004, the most restrictive of
these covenants required that the Company have consolidated income before
interest and taxes at least equal to 300% of net interest expense. At June 30,
2004, the Company was in compliance with all covenants. Based upon current
market rates for debt of similar maturities, the Company estimates that the fair
value of its debt is greater than its carrying value at June 30, 2004 by
approximately $672.
The aggregate annual maturities of long-term debt over the next five years
include $50,000 in fiscal 2008 and $25,000 in fiscal 2011.
NOTE_7: RISK MANAGEMENT ACTIVITIES
The Company is exposed to market risks, primarily resulting from changes in
interest rates and currency exchange rates. To manage these risks, the Company
may enter into derivative transactions pursuant to the Company's written policy.
These transactions are accounted for in accordance with SFAS 133, "Accounting
for Derivative Instruments and Hedging Activities." The Company does not hold or
issue derivative financial instruments for trading purposes.
During fiscal 2002 the Company entered into two interest rate swap
agreements with two domestic banks which effectively converted the fixed
interest rate on the 6.6% senior unsecured term notes to a floating variable
rate based on LIBOR. In October 2001 and August 2002, the Company terminated the
swap agreements for favorable settlements of $2,000 and $2,500, respectively.
These settlement gains are being amortized as a reduction in interest expense of
approximately $790 per year over the remaining life of the notes through
December 2007. The effect of the swap agreements was to decrease interest
expense by $791 in 2004, $880 in 2003 and $1,390 in 2002.
In November 2000, the Company entered into two 10 year cross-currency swap
agreements to manage its foreign currency risk exposure on private placement
borrowings related to its wholly owned Canadian subsidiary. The cross currency
swaps effectively convert $25,000 of debt, and the associated interest payments,
from 7.98% fixed rate U.S. dollar denominated debt to 7.75% fixed rate Canadian
dollar denominated debt. The terms of the two cross-currency swaps mirror the
terms of the private placement borrowings.
The Company has designated one of the cross-currency swaps, with a $20,000
U.S. notional amount, as a foreign currency cash flow hedge. The fair value of
the cross-currency swap was a liability of $2,419 and $999 at June 30, 2004 and
2003, respectively, which were recorded in current liabilities and the related
unrealized loss is recorded in accumulated other comprehensive income (net of
tax). The second cross-currency swap, however, has not been designated as a
hedging instrument under the hedge accounting provisions of SFAS 133. The fair
value of this cross-currency swap was a liability of $605 and $250 at June 30,
2004 and 2003, respectively. Changes in the fair value of this derivative
instrument are recorded in earnings as a component of other (income) expense,
net.
NOTE_8: INCOME TAXES
Provision
The provision (benefit) for income taxes consists of:
<TABLE>
<CAPTION>
Year Ended June 30
2004 2003 2002
--------------------------------
<S> <C> <C> <C>
Current
Federal $ 17,500 $ 12,300 $ 12,350
State 2,800 1,300 1,450
Foreign 400 200 200
-------- -------- --------
Total current 20,700 13,800 14,000
-------- -------- --------
Deferred
Federal (5,900) (2,200) (4,500)
State (600) (500) (600)
Foreign 800 100
-------- -------- --------
Total deferred (5,700) (2,700) (5,000)
-------- -------- --------
Total $ 15,000 $ 11,100 $ 9,000
======== ======== ========
</TABLE>
The exercise of non-qualified stock options during fiscal 2004, 2003 and 2002
resulted in $1,353, $466 and $605, respectively, of income tax benefits to the
Company derived from the difference between the market price at the date
27
<PAGE>
Applied Industrial Technologies, Inc. and Subsidiaries
Notes to Consolidated Financial Statements, Continued
of exercise and the option price. Accelerated vesting of restricted stock in
fiscal 2003 resulted in $30 of incremental income tax benefits over the amounts
previously reported for financial reporting purposes. These tax benefits were
recorded in additional paid-in capital.
Effective Tax Rates
The following is a reconciliation between the federal statutory income tax rate
and the Company's effective tax rate:
<TABLE>
<CAPTION>
Year Ended June 30
2004 2003 2002
--------------------------------
<S> <C> <C> <C>
Statutory tax rate 35.0% 35.0% 35.0%
Effects of:
State and local income taxes 3.1 1.3 2.4
Foreign income taxes (1.4) (1.4) (.1)
Non-deductible expenses .1 1.4 1.4
Deductible dividend (.6) (2.2)
Income tax examinations (2.8) 2.2 .8
Other, net (1.1) (.4) (1.6)
------ ------- -------
Effective tax rate 32.3% 35.9% 37.9%
====== ======= =======
</TABLE>
Balance Sheet
The significant components of the Company's deferred tax assets (liabilities)
are as follows:
<TABLE>
<CAPTION>
June 30
2004 2003
--------------------
<S> <C> <C>
Inventories $ (7,338) $ (8,972)
Depreciation and differences in property bases (5,691) (6,240)
Compensation liabilities not currently deductible 13,983 11,705
Reserves not currently deductible 9,543 8,254
Goodwill 5,568 6,366
Canadian net operating loss carry forwards,
expiring 2010 and 2009 649 1,476
State and other net operating loss carry forwards 697 796
Other 1,641 939
-------- --------
Net deferred tax asset $ 19,052 $ 14,324
======== ========
</TABLE>
NOTE_9: SHAREHOLDERS' EQUITY
Stock Incentive Plans
The 1997 Long-Term Performance Plan (the "1997 Plan") provides for granting of
stock options, stock awards, cash awards, and such other awards or combination
thereof as the Executive Organization and Compensation Committee of the Board of
Directors may determine. The number of shares of common stock which may be
awarded in each fiscal year under the 1997 Plan is two percent (2%) of the total
number of shares of common stock outstanding on the first day of each year for
which the plan is in effect. Common stock available for distribution under the
1997 Plan, but not distributed, may be carried over to the following year.
Shares available for future grants at June 30, 2004 and 2003 were 168,000 and
142,000, respectively.
Under the 1997 Plan, the Company has awarded restricted stock and/or stock
options to officers, other key associates and members of the Board of Directors.
Restricted stock award recipients are entitled to receive dividends on, and have
voting rights with respect to their respective shares, but are restricted from
selling or transferring the shares prior to vesting. Restricted stock awards
generally vest 25% each year. The aggregate fair market value of the restricted
stock is considered unearned compensation at the time of grant and is amortized
over the vesting period or until such time as acceleration of vesting takes
place.
At June 30, 2004, the Company had outstanding stock options granted under
the 1997 Plan. In general, the stock options vest over a period of 4 years and
expire after 10 years. Effective July 1, 2003, the Company adopted the fair
value recognition provisions of SFAS 123, "Accounting for Stock-Based
Compensations" as amended by SFAS 148, "Accounting for Stock-Based Compensation
and Disclosure" using the modified prospective method for transition (see Note
1). Prior to fiscal 2004, the Company accounted for stock options under the
provisions of APB Opinion No. 25, "Accounting for Stock Issued to Employees."
28
<PAGE>
Information regarding these option plans is as follows:
<TABLE>
<CAPTION>
2004 2003 2002
------------------------------------------------------------
Weighted- Weighted- Weighted-
Average Average Average
Exercise Exercise Exercise
(Share amounts in thousands) Shares Price Shares Price Shares Price
- ------------------------------ ------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Outstanding, beginning of year 2,474 $ 16.89 2,199 $ 16.80 2,124 $ 16.10
Granted 320 21.76 522 15.67 401 17.86
Exercised (436) 16.00 (219) 13.01 (226) 11.57
Expired/canceled (23) 18.53 (28) 17.94 (100) 17.82
------------------------------------------------------------
Outstanding June 30 2,335 17.70 2,474 16.89 2,199 16.80
============================================================
Options exercisable June 30 1,519 $ 17.41 1,460 $ 16.92 1,322 $ 16.25
Weighted-average fair value
of options granted
during the year $ 6.21 $ 4.26 $ 4.65
</TABLE>
The following table summarizes information about stock options outstanding at
June 30, 2004:
<TABLE>
<CAPTION>
Options Outstanding Options Exercisable
----------------------------------- -----------------------
Weighted-
Average Weighted- Weighted-
Remaining Average Average
Ranges of Number Life (in Exercise Number Exercise
Exercise Prices Outstanding years) Price Exercisable Price
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
$13 - $17 1,060 5.8 $ 15.55 727 $ 15.48
17 - 21 929 5.4 18.48 717 18.52
21 - 25 315 9.2 21.77 44 24.52
25 - 29 31 3.5 26.93 31 26.93
- -------------------------------------------------------------------------------
Total 2,335 1,519
===============================================================================
</TABLE>
At June 30, 2004, exercise prices for outstanding options ranged from $13.16 to
$27.03 per share.
Shareholders' Rights
In 1998 the Company's Board of Directors adopted a Shareholder Rights Plan and
declared a dividend distribution of one preferred share purchase right for each
outstanding share of Company common stock. The rights become exercisable only if
a person or group acquires beneficial ownership or commences a tender or
exchange offer for 20% or more of the Company's common stock, unless the tender
or exchange offer is for all outstanding shares of the Company upon terms
determined by the Company's continuing directors to be in the best interests of
the Company and its shareholders. When exercisable, the rights would entitle the
holders (other than the acquirer) to buy shares of the Company's common stock
having a market value equal to two times the right's exercise price or, in
certain circumstances, to buy shares of the acquiring company having a market
value equal to two times the right's exercise price.
Treasury Shares
At June 30, 2004, 596,000 shares of the Company's common stock held as treasury
shares are restricted as collateral under escrow arrangements relating to
certain change in control and director and officer indemnification agreements.
NOTE_10: BENEFIT PLANS
Retirement Savings Plan
Substantially all associates of the Company's U.S. subsidiaries participate in
the Applied Industrial Technologies, Inc. Retirement Savings Plan. The Company
makes a discretionary profit-sharing contribution to the Retirement Savings Plan
generally based upon a percentage of the Company's domestic income before income
taxes and before the amount of the contribution (5% for 2004, 2003, and 2002).
The Company also partially matches 401(k) contributions by participants, who may
elect to contribute up to 50 percent of their compensation. The matching
contribution is made with the Company's common stock and is determined quarterly
using rates based on achieving certain quarterly earnings per share levels
(ranging from 25% to 100% of the first 6% of compensation contributed to the
plan).
The Company's expense for contributions to the above plan was $6,808,
$3,990, and $2,841 for the years ended June 30, 2004, 2003, and 2002,
respectively.
29
<PAGE>
Applied Industrial Technologies, Inc. and Subsidiaries
Notes to Consolidated Financial Statements, Continued
Deferred Compensation Plans
The Company has deferred compensation plans that enable certain associates of
the Company to defer receipt of a portion of their compensation and non-employee
directors to defer receipt of director fees. The Company funds these deferred
compensation liabilities by making contributions to rabbi trusts. Contributions
consist of Company common stock and investments in money market and mutual
funds.
Postemployment Benefit Plans
The Company provides the following postemployment benefits:
Supplemental Executive Retirement Benefit Plan
The Company has a non-qualified pension plan to provide supplemental
retirement benefits to certain officers. Benefits are payable at
retirement based upon a percentage of the participant's compensation. The
plan specifies minimum annual retirement benefits for certain
participants.
Qualified Defined Benefit Retirement Plan
The Company has a qualified defined benefit retirement plan that provides
benefits to certain hourly employees at retirement. The benefits are based
on length of service and date of retirement.
Salary Continuation Benefits
The Company has agreements with certain retirees to pay monthly retirement
benefits for a period not in excess of 15 years. The discount rate used in
determining the benefit obligation was 5.5% at June 30, 2004 and 2003.
Retiree Medical Benefits
The Company provides health care benefits to eligible retired associates
who elect to pay the Company a specified monthly premium. Premium payments
are based upon current insurance rates for the type of coverage provided
and are adjusted annually. Certain monthly health care premium payments
are partially subsidized by the Company. Additionally, in conjunction with
a fiscal 1998 acquisition, the Company assumed the obligation for a
post-retirement medical benefit plan which provides health care benefits
to eligible retired associates at no cost to the individual.
The changes in benefit obligations, plan assets and funded status for the plans
described above were as follows:
<TABLE>
<CAPTION>
Pension Benefits Other Benefits
---------------------- --------------------
2004 2003 2004 2003
------------------------------------------------
<S> <C> <C> <C> <C>
Change in benefit obligation:
Benefit obligation at beginning of the year $ 20,830 $ 18,514 $ 5,225 $ 4,244
Service cost 1,051 712 57 63
Interest cost 1,250 1,123 304 287
Plan participants' contributions 21 16
Benefits paid (2,446) (1,996) (255) (244)
Amendments 2,036 148
Actuarial (gain) loss during year 2,919 2,329 (341) 859
------------------------------------------------
Benefit obligation at June 30 $ 25,640 $ 20,830 $ 5,011 $ 5,225
================================================
Change in plan assets:
Fair value of plan assets at beginning of year $ 3,985 $ 3,261
Actual return on plan assets 581 113
Employer contribution 2,352 2,607 $ 234 $ 228
Plan participants' contributions 21 16
Benefits paid (2,446) (1,996) (255) (244)
------------------------------------------------
Fair value of plan assets at June 30 $ 4,472 $ 3,985 $ 0 $ 0
================================================
Reconciliation of funded status:
Funded status $(21,168) $(16,845) $(5,011) $(5,225)
Unrecognized net loss 7,102 4,669 316 676
Unrecognized prior service cost 4,965 3,519 195 244
------------------------------------------------
Accrued benefit cost at June 30 $ (9,101) $ (8,657) $(4,500) $(4,305)
================================================
</TABLE>
30
<PAGE>
The weighted-average actuarial assumptions at June 30 used to determine benefit
obligations for the plans were as follows:
<TABLE>
<CAPTION>
Pension Benefits Other Benefits
---------------- --------------
2004 2003 2004 2003
-------------------------------------
<S> <C> <C> <C> <C>
Discount rate 6.0% 6.0% 6.0% 6.0%
Expected return on plan assets 8.0% 8.0% N/A N/A
Rate of compensation increase 5.5% 5.5% N/A N/A
</TABLE>
The amounts recognized on the balance sheet at June 30 were as follows:
<TABLE>
<CAPTION>
Pension Benefits Other Benefits
-------------------- --------------------
2004 2003 2004 2003
------------------------------------------
<S> <C> <C> <C> <C>
Prepaid benefit cost $ 1,949 $ 2,027
Accrued benefit liability (14,631) (13,327) $ (4,500) $ (4,305)
Intangible asset 3,581 2,643
-----------------------------------------
Net amount recognized $ (9,101) $ (8,657) $ (4,500) $ (4,305)
=========================================
</TABLE>
The accumulated benefit obligations were approximately $18,568 and $17,060 at
June 30, 2004 and 2003, respectively.
The following table provides information for pension plans with an accumulated
benefit obligation and projected benefit obligation in excess of plan assets:
<TABLE>
<CAPTION>
Pension Benefits
------------------
2004 2003
------------------
<S> <C> <C>
Projected benefit obligations $ 21,704 $ 17,098
Accumulated benefit obligations 14,632 13,327
Fair value of plan assets at end of year 0 0
</TABLE>
The net periodic pension costs are as follows:
<TABLE>
<CAPTION>
Pension Benefits Other Benefits
--------------------------------- ------------------------
2004 2003 2002 2004 2003 2002
---------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Service cost $ 1,051 $ 712 $ 628 $ 57 $ 63 $ 57
Interest cost 1,250 1,123 1,732 304 287 306
Expected return on plan assets (315) (258) (172)
Recognized net actuarial (gain) loss 220 74 157 19 (6) 13
Amortization of prior service cost 590 475 458 49 49 29
---------------------------------------------------------------
Net periodic pension cost $ 2,796 $ 2,126 $ 2,803 $ 429 $ 393 $ 405
===============================================================
</TABLE>
The assumed health care cost trend rates used in measuring the accumulated
benefit obligation for post-retirement benefits other than pensions were 10% as
of June 30, 2004 and 11% as of 2003 decreasing to 5% by 2010. A one-percentage
point change in the assumed health care cost trend rates would have had the
following effects as of June 30, 2004 and for the year then ended:
<TABLE>
<CAPTION>
One-Percentage One-Percentage
Point Increase Point Decrease
-------------- --------------
<S> <C> <C>
Effect on total service and interest cost
components of periodic expense $ 51 $ (42)
Effect on post-retirement benefit obligation $ 608 $ (507)
</TABLE>
Obligations and Funded Status Plan Assets
Applied Industrial Technologies, Inc.'s Qualified Defined Benefit Retirement
Plan weighted-average asset allocation at fiscal year end 2004 and 2003, and
target allocation for 2005 are as follows:
<TABLE>
<CAPTION>
Percentage of Pension Plan
Assets At Fiscal Year End
Target --------------------------
Allocation 2004 2003
---------------------------------------
<S> <C> <C> <C>
Asset Category:
Equity Securities 60% 62% 57%
Debt Securities 32 31 33
Other 8 7 10
--- --- ---
Total 100% 100% 100%
=== === ===
</TABLE>
Equity securities do not include any Applied Industrial Technologies, Inc.
common stock at June 30, 2004 or 2003.
31
<PAGE>
Applied Industrial Technologies, Inc. and Subsidiaries
Notes to Consolidated Financial Statements, Continued
The Company has established an investment policy and regularly monitors
the performance of the assets of the trust maintained in conjunction with the
Qualified Defined Benefit Retirement Plan. The strategy implemented by the
trustee of the Qualified Defined Benefit Retirement Plan is to achieve long-term
objectives and invest the pension assets in accordance with ERISA and fiduciary
standards. The long-term primary objectives are to provide for a reasonable
amount of long-term capital, without undue exposure to risk; to protect the
Qualified Defined Benefit Retirement Plan assets from erosion of purchasing
power; and to provide investment results that meet or exceed the actuarially
assumed long-term rate of return. The expected long-term rate of return on
assets assumption was developed by considering the historical returns and the
future expectations for returns of each asset class as well as the target asset
allocation of the pension portfolio.
Cash Flows
Employer Contributions
The Company expects to contribute $1,100 to its pension benefit plans and
$300 to its other benefit plans in 2005.
Estimated Future Benefit Payments
The Company expects to make the following benefit payments, which reflect
expected future service:
<TABLE>
<CAPTION>
During Fiscal Years Pension Benefits Other Benefits
- ------------------- ---------------- --------------
<S> <C> <C>
2005 $ 1,200 $ 300
2006 4,800 300
2007 1,100 400
2008 1,100 400
2009 1,200 400
2010 through 2014 16,700 1,800
</TABLE>
NOTE_11: COMMITMENTS, LEASE OBLIGATIONS AND RENT EXPENSES
The Company leases its corporate headquarters facility along with certain
service center and distribution center facilities, vehicles and equipment under
non-cancelable lease agreements accounted for as operating leases. The minimum
annual rental commitments under non-cancelable operating leases are $16,127 in
2005; $11,120 in 2006; $8,979 in 2007; $6,845 in 2008; $5,301 in 2009 and
$19,752 after 2009.
Rental expenses incurred for operating leases, principally from leases for
real property, vehicles and computer equipment was $26,938 in 2004, $30,067 in
2003, and $27,922 in 2002.
The Company had outstanding letters of credit of $7,886 at June 30, 2004.
These letters of credit secure certain insurance obligations.
In connection with the construction and lease of its corporate
headquarters facility, the Company has guaranteed repayment of a total of $5,678
of taxable development revenue bonds issued by Cuyahoga County and the
Cleveland-Cuyahoga County Port Authority. These bonds were issued with a 20-year
term and are scheduled to mature in March 2016. Any default, as defined in the
guarantee agreements, would obligate Applied for the full amount of the
outstanding bonds through maturity. Due to the nature of the guarantee, the
Company has not recorded any liability on the financial statements.
The Company had a construction and lease facility under which a
distribution center and three service centers were constructed by the lessor and
leased to the Company under operating lease arrangements. At the end of the
lease term in September 2003, the Company purchased the properties for $7,500.
The residual value guarantee provisions of this lease arrangement expired with
the purchase of the properties.
In December 2003, the Company paid the $2,990 outstanding balance of bank
debt for iSource and assumed the bank's rights under the loan agreement. Prior
to assuming the loan, the Company had guaranteed the bank debt of iSource.
In the event of a default and subsequent payout under any or all
guarantees, the Company maintains the right to pursue all legal options
available to mitigate its exposure.
NOTE_12: SEGMENT INFORMATION
The Company has identified one reportable segment: Service Center Based
Distribution. The Service Center Based Distribution segment provides customers
with solutions to their maintenance, repair and original equipment manufacturing
needs through the distribution of industrial products including bearings, power
transmission components, fluid power components, industrial rubber products,
linear motion products, safety products, general maintenance and a variety of
mill supply products. The "Other" column consists of the aggregation of all
other non-service center based distribution operations that sell directly to
customers, including fluid power.
The accounting policies of the Company's reportable segment and its other
businesses are the same as those described in Note 1. Certain reclassifications
have been made to prior year amounts to be consistent with the presentation in
the current year. Sales between the service center based distribution segment
and the other businesses are not
32
<PAGE>
significant. Operating results are in the United States, Canada, Mexico and
Puerto Rico. Operations in Canada, Mexico and Puerto Rico represent 9.2% of the
total net sales of Applied, and therefore, are not presented separately. In
addition, approximately 30% of these operations' net sales are included in the
"Other" column relating to the fluid power business. The long-lived assets
located outside of the United States are not material.
Segment Financial Information:
<TABLE>
<CAPTION>
Service Center
Based Distribution Other Total
----------------------------------------------
<S> <C> <C> <C>
YEAR ENDED JUNE 30, 2004
Net sales $1,419,386 $ 97,618 $1,517,004
Operating income 55,737 4,127 59,864
Assets used in the business 572,617 24,224 596,841
Depreciation 13,713 677 14,390
Capital expenditures 14,102 285 14,387
----------------------------------------------
Year Ended June 30, 2003
Net sales $1,373,961 $ 90,406 $1,464,367
Operating income (loss) 43,358 (420) 42,938
Assets used in the business 530,540 22,864 553,404
Depreciation 13,693 765 14,458
Capital expenditures 12,273 521 12,794
----------------------------------------------
Year Ended June 30, 2002
Net sales $1,354,793 $ 91,776 $1,446,569
Operating income (loss) 29,015 (2,049) 26,966
Assets used in the business 507,467 27,099 534,566
Depreciation 14,749 545 15,294
Capital expenditures 9,773 277 10,050
-----------------------------------------------
</TABLE>
A reconciliation from the segment operating profit to the consolidated balance
is as follows:
<TABLE>
<CAPTION>
Year Ended June 30
2004 2003 2002
------------------------------------
<S> <C> <C> <C>
Operating income for reportable segment $ 55,737 $ 43,358 $ 29,015
Other operating income (loss) 4,127 (420) (2,049)
Adjustments for:
Goodwill and other intangibles amortization (826) (781) (1,651)
Corporate and other income (expense), net (a) (7,590) (5,903) 5,519
------------------------------------
Total operating income 51,448 36,254 30,834
Interest expense, net 5,409 5,298 6,738
Other (income) expense, net (432) 24 341
------------------------------------
Income before income taxes $ 46,471 $ 30,932 $ 23,755
====================================
</TABLE>
(a) The change in corporate and other income (expense), net is due to various
changes in the levels and amounts of expenses being allocated to the
segments. The expenses being allocated include miscellaneous corporate
charges for working capital, logistics support and other items.
Net sales by product category are as follows:
<TABLE>
<CAPTION>
Year Ended June 30
2004 2003 2002
----------------------------------------
<S> <C> <C> <C>
Industrial $1,281,037 $1,243,377 $1,232,388
Fluid power (b) 235,967 220,990 214,181
----------------------------------------
Net sales $1,517,004 $1,464,367 $1,446,569
========================================
</TABLE>
(b) The fluid power product category includes sales of hydraulic, pneumatic,
lubrication and filtration components and systems and repair services
through the Company's service centers as well as the fluid power businesses.
33
<PAGE>
Applied Industrial Technologies, Inc. and Subsidiaries
Notes to Consolidated Financial Statements, Continued
NOTE_13: LITIGATION
The Company is a party to various pending judicial and administrative
proceedings. Based on circumstances currently known, the Company does not
believe that any liabilities that may result from these proceedings are
reasonably likely to have a material adverse effect on the Company's
consolidated financial position, results of operations, or cash flows.
NOTE_14: OTHER (INCOME) EXPENSE, NET
Other (income) expense, net consists of the following:
<TABLE>
<CAPTION>
Year Ended June 30
2004 2003 2002
-----------------------------
<S> <C> <C> <C>
Benefit from settlement of fiscal 2000 property
insurance claim $(2,133)
Loss on iSource 2,085
Unrealized (gain)/loss on deferred
compensation trusts $ (781) (30) $ 417
Unrealized (gain)/loss on cross currency swap 355 464 (88)
Other (6) (362) 12
-----------------------------
Total other (income) expense, net $ (432) $ 24 $ 341
=============================
</TABLE>
During the year ended June 30, 2003, the Company recorded a liability consisting
of $1,150 for potential losses on the Company's investment in iSource, $550 for
allowances on advances to iSource and $385 for the Company's share of iSources's
net losses. In accordance with FIN 46, "Consolidation of Variable Interest
Entities," iSource's financial statements were consolidated with the
Company's beginning in July 2003 (see Notes 1 and 11 for further discussion on
iSource).
34
<PAGE>
Report of Independent Registered Public Accounting Firm
[DELOITTE & TOUCHE LOGO]
Shareholders and Board of Directors
Applied Industrial Technologies, Inc.
We have audited the accompanying consolidated balance sheets of
Applied Industrial Technologies, Inc. and its subsidiaries (the
"Company") as of June 30, 2004 and 2003, and the related statements
of consolidated income, shareholders' equity, and cash flows for
each of the three years in the period ended June 30, 2004. These
financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with standards of the
Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, such consolidated financial statements present
fairly, in all material respects, the financial position of the
Company at June 30, 2004 and 2003, and the results of its operations
and its cash flows for each of the three years in the period ended
June 30, 2004, in conformity with accounting principles generally
accepted in the United States of America.
As discussed in Notes 1 and 9 to the consolidated financial
statements, effective July 1, 2003, the Company changed its method
of accounting for stock-based compensation to conform to Statement
of Financial Accounting Standards No. 123, "Accounting for
Stock-Based Compensation."
As discussed in Note 1 to the consolidated financial
statements, effective July 1, 2001, the Company changed its method
of accounting for goodwill as a result of the adoption of Statement
of Financial Accounting Standards No. 142, "Goodwill and Other
Intangible Assets."
/s/ Deloitte & Touche LLP
Cleveland, Ohio
August 6, 2004
35
<PAGE>
Applied Industrial Technologies, Inc. and Subsidiaries
Quarterly Operating Results and Market Data (Unaudited)
<TABLE>
<CAPTION>
Per Common Share (D)
-----------------------------------------------
Income Income Net
Before Net Before Income Price Range
(Dollars in thousands, Net Gross Operating Cumulative Income Cumulative (loss)- Cash ----------------
except per share amounts) Sales Profit Income Effect (loss) Effect Diluted Dividend High Low
- ------------------------- ----- ------ ------ ------ ------ ------ ------- -------- ---- ---
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
2004 (A) (B)
First Quarter $ 361,146 $ 93,477 $ 8,996 $ 4,832 $ 4,832 $ 0.25 $ 0.25 $ 0.12 $ 22.99 $ 19.75
Second Quarter 359,711 95,166 9,250 5,133 5,133 0.26 0.26 0.12 24.86 19.85
Third Quarter 391,053 104,423 14,880 10,611 10,611 0.54 0.54 0.12 26.16 19.70
Fourth Quarter 405,094 109,077 18,322 10,895 10,895 0.55 0.55 0.12 30.35 22.45
----------- --------- -------- -------- -------- --------- ------ -------
$ 1,517,004 $ 402,143 $ 51,448 $ 31,471 $ 31,471 $ 1.60 $ 1.60 $ 0.48
=========== ========= ======== ======== ======== ========= ====== =======
2003 (A)
First Quarter $ 368,019 $ 89,902 $ 7,844 $ 3,905 $ 3,905 $ 0.20 $ 0.20 $ 0.12 $ 19.75 $ 14.81
Second Quarter 355,707 91,191 7,320 3,860 3,860 0.20 0.20 0.12 19.23 14.70
Third Quarter 368,203 97,732 10,154 4,383 4,383 0.23 0.23 0.12 18.85 15.36
Fourth Quarter 372,438 100,470 10,936 7,684 7,684 0.40 0.40 0.12 21.10 16.60
----------- --------- -------- -------- -------- --------- ------ -------
$ 1,464,367 $ 379,295 $ 36,254 $ 19,832 $ 19,832 $ 1.03 $ 1.03 $ 0.48
=========== ========= ======== ======== ======== ========= ====== =======
2002 (A)
First Quarter (C) $ 367,990 $ 92,431 $ 10,112 $ 4,889 $ (7,211) $ 0.25 $(0.38) $ 0.12 $ 19.13 $ 16.50
Second Quarter 347,550 87,013 6,032 2,918 2,918 0.15 0.15 0.12 19.46 16.00
Third Quarter 361,542 91,870 5,833 2,707 2,707 0.14 0.14 0.12 20.91 17.28
Fourth Quarter 369,487 94,376 8,857 4,241 4,241 0.22 0.22 0.12 21.25 18.61
----------- --------- -------- -------- -------- --------- ------ -------
$ 1,446,569 $ 365,690 $ 30,834 $ 14,755 $ 2,655 $ 0.76 $ 0.13 $ 0.48
=========== ========= ======== ======== ======== ========= ====== =======
</TABLE>
(A) 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 primarily made based upon
the annual physical inventory and the effect of year-end inventory quantities on
LIFO costs. Fourth quarter adjustments in 2004, 2003 and 2002 increased gross
profit by $3,283, $4,410 and $3,171; net income by $2,131, $2,682 and $1,868 and
diluted net income per share by $0.11, $0.14, and $0.10 respectively. Reductions
in year end inventories during the fiscal years ended June 30, 2004, 2003 and
2002 resulted in liquidations of LIFO inventory quantities carried at lower
costs prevailing in prior years. The effect of these liquidations for the years
ended June 30, 2004, 2003 and 2002 increased gross profit by $672, $741 and
$915, net income by $420, $453 and $546 and diluted net income per share by
$0.02, $0.02 and $0.03 respectively.
(B) Effective July 1, 2003, the Company adopted for stock options the fair value
recognition provisions of SFAS 123, "Accounting for Stock-Based Compensation,"
using the modified prospective method for the transition. Under the modified
prospective method, stock based compensation cost recognized during this fiscal
year for stock options is the same as that which would have been recognized had
the fair value recognition provisions been applied to all awards granted after
July 1, 1995. During the year ended June 30, 2004, compensation expense recorded
for stock options compensation was $1,586, ($1,074 net of tax) or $0.05 per
share.
(C) Effective July 1, 2001, the Company adopted SFAS 142, "Goodwill and Other
Intangible Assets." Upon adoption the Company determined that goodwill
associated with its fluid power business was impaired. A non-cash charge
totaling $17,600, $12,100 after tax, has been recorded as a change in accounting
principle effective July 1, 2001 to write-off the remaining goodwill relating to
the fluid power business. See Note 1 to the Consolidated Financial Statements
for additional information.
(D) On August 16, 2004 there were 6,154 shareholders of record, including 3,604
shareholders in the Applied Industrial Technologies, Inc. Retirement Savings
Plan. The Company's common stock is listed on the New York Stock Exchange. The
closing price on August 16, 2004 was $29.30 per share.
37
<PAGE>
Applied Industrial Technologies, Inc. and Subsidiaries
10 Year Summary
<TABLE>
<CAPTION>
(Dollars in thousands, except per share
amounts and statistical data) 2004 2003 2002 2001
- --------------------------------------- ---- ---- ---- ----
<S> <C> <C> <C> <C>
Consolidated Operations-
Year Ended June 30
Net sales $ 1,517,004 $ 1,464,367 $ 1,446,569 $ 1,625,755
Operating income 51,448 36,254 30,834 55,001
Income before cumulative effect
of accounting change 31,471 19,832 14,755 28,048
Net income 31,471 19,832 2,655 28,048
Per share data
Income before cumulative effect
of accounting change
Basic 1.64 1.05 .77 1.43
Diluted 1.60 1.03 .76 1.41
Net Income
Basic 1.64 1.05 .14 1.43
Diluted 1.60 1.03 .13 1.41
Cash dividend .48 .48 .48 .48
Year End Position - June 30
Working capital $ 291,704 $ 259,359 $ 250,644 $ 279,001
Long-term debt 77,767 78,558 83,478 113,494
Total assets 596,841 553,404 534,566 578,854
Shareholders' equity 339,535 307,856 298,147 311,518
Year End Statistics - June 30
Current ratio 2.9 2.8 2.9 3.2
Operating facilities 434 440 449 469
Shareholders of record (A) 6,154 6,157 6,455 6,697
</TABLE>
(A)Includes participant-shareholders in the Applied Industrial Technologies,
Inc. Retirement Savings Plan, and since 1998, shareholders in the Automatic
Dividend Reinvestment Plan.
38
<PAGE>
<TABLE>
<CAPTION>
2000 1999 1998 1997 1996 1995
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
$ 1,601,084 $ 1,555,424 $ 1,518,615 $ 1,182,152 $ 1,164,778 $ 1,073,875
57,779 42,269 58,520 50,599 49,281 36,923
31,048 19,933 30,125 27,092 23,334 16,909
31,048 19,933 30,125 27,092 23,334 16,909
1.52 .93 1.40 1.47 1.26 .97
1.50 .93 1.38 1.44 1.25 .96
1.52 .93 1.40 1.47 1.26 .97
1.50 .93 1.38 1.44 1.25 .96
.48 .48 .47 .41 .36 .31
$ 255,132 $ 258,730 $ 221,766 $ 164,723 $ 151,956 $ 153,555
112,168 126,000 90,000 51,428 62,857 74,286
594,667 574,349 606,091 394,114 404,072 359,231
299,331 293,586 299,502 212,874 192,264 169,760
2.6 3.0 2.1 2.4 2.1 2.4
478 444 449 377 376 374
6,548 6,869 6,731 4,676 4,636 4,379
</TABLE>
39
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-21
<SEQUENCE>3
<FILENAME>l09472aexv21.txt
<DESCRIPTION>EXHIBIT 21
<TEXT>
<PAGE>
EXHIBIT 21
APPLIED INDUSTRIAL TECHNOLOGIES, INC. FORM 10-K FOR
FISCAL YEAR ENDED JUNE 30, 2004
SUBSIDIARIES
(as of June 30, 2004)
<TABLE>
<CAPTION>
Jurisdiction of
Name Incorporation or Organization
---- -----------------------------
<S> <C>
* Air and Hydraulics Engineering, Incorporated Alabama
* Air Draulics Engineering Co. Tennessee
AIT Limited Partnership Ontario, Canada
Applied Industrial Technologies Ltd. Canada (Federal)
Applied Industrial Technologies -- CA LLC Delaware
Applied Industrial Technologies -- CAPITAL LLC Delaware
Applied Industrial Technologies -- DBB, Inc. Ohio
Applied Industrial Technologies -- Dixie, Inc. Tennessee
Applied Industrial Technologies -- Indiana LLC Ohio
Applied Industrial Technologies -- Mainline, Inc. Wisconsin
Applied Industrial Technologies -- PA LLC Pennsylvania
Applied Industrial Technologies -- PACIFIC LLC Delaware
Applied Industrial Technologies -- TX LP Delaware
AppliedLink, Inc. Ohio
(merged into Applied Industrial Technologies, Inc.
as of June 30, 2004)
* Applied Mexico, S.A. de C.V. Mexico
(97%-owned by Applied Mexico Holdings, S.A. de C.V.)
Applied Mexico Holdings, S.A. de C.V. Mexico
</TABLE>
<PAGE>
<TABLE>
<S> <C>
Applied - Michigan, Ltd. Ohio
Applied Nova Scotia Company Nova Scotia, Canada
BER International, Inc. Barbados
Bearing Sales & Service, Inc. Washington
Bearings Pan American, Inc. Ohio
Dynavest Nova Scotia Company Nova Scotia, Canada
* ESI Acquisition Corporation Ohio
(d/b/a Engineered Sales, Inc.)
* International Supply Consortium, Inc. Delaware
(33-1/3% owned by Applied Industrial Technologies, Inc.)
* iSource Performance Materials LLC Ohio
(49% owned by Applied Industrial Technologies, Inc.)
*Rafael Benitez Carrillo Inc. Puerto Rico
The Ohio Ball Bearing Company Ohio
</TABLE>
* Operating companies that do not conduct business under Applied
Industrial Technologies name
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23
<SEQUENCE>4
<FILENAME>l09472aexv23.txt
<DESCRIPTION>EXHIBIT 23
<TEXT>
<PAGE>
EXHIBIT 23
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in Registration Statement
Nos. 33-53361, 33-53401, 33-65509, 333-83809 and 333-69002 of Applied Industrial
Technologies, Inc. on Forms S-8 of our reports dated August 6, 2004 appearing in
and incorporated by reference in this Annual Report on Form 10-K of Applied
Industrial Technologies, Inc. for the year ended June 30, 2004.
/s/ Deloitte & Touche, LLP
Cleveland, Ohio
September 8, 2004
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24
<SEQUENCE>5
<FILENAME>l09472aexv24.txt
<DESCRIPTION>EXHIBIT 24
<TEXT>
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned director and/or
officer of Applied Industrial Technologies, Inc., an Ohio corporation, hereby
constitutes and appoints Fred D. Bauer and Mark O. Eisele, and each of them, the
true and lawful agents and attorneys-in-fact of the undersigned with full power
and authority in said agents and the attorneys-in-fact, and in either or both of
them, to sign for the undersigned and in his or her respective name as director
and/or officer of the Corporation, the Corporation's Annual Report for the
fiscal year ended June 30, 2004 on Form 10-K to be filed with the Securities and
Exchange Commission under the Securities Exchange Act of 1934, and the rules and
regulations issued thereunder, hereby ratifying and confirming all acts taken by
such agents and attorneys-in-fact, or any one of them, as herein authorized.
Date: 8/30/04 /s/ William G. Bares
----------------------------
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned director and/or
officer of Applied Industrial Technologies, Inc., an Ohio corporation, hereby
constitutes and appoints Fred D. Bauer and Mark O. Eisele, and each of them, the
true and lawful agents and attorneys-in-fact of the undersigned with full power
and authority in said agents and the attorneys-in-fact, and in either or both of
them, to sign for the undersigned and in his or her respective name as director
and/or officer of the Corporation, the Corporation's Annual Report for the
fiscal year ended June 30, 2004 on Form 10-K to be filed with the Securities and
Exchange Commission under the Securities Exchange Act of 1934, and the rules and
regulations issued thereunder, hereby ratifying and confirming all acts taken by
such agents and attorneys-in-fact, or any one of them, as herein authorized.
Date: 8/30/04 /s/ R. Blackwell
----------------------------------
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned director and/or
officer of Applied Industrial Technologies, Inc., an Ohio corporation, hereby
constitutes and appoints Fred D. Bauer and Mark O. Eisele, and each of them, the
true and lawful agents and attorneys-in-fact of the undersigned with full power
and authority in said agents and the attorneys-in-fact, and in either or both of
them, to sign for the undersigned and in his or her respective name as director
and/or officer of the Corporation, the Corporation's Annual Report for the
fiscal year ended June 30, 2004 on Form 10-K to be filed with the Securities and
Exchange Commission under the Securities Exchange Act of 1934, and the rules and
regulations issued thereunder, hereby ratifying and confirming all acts taken by
such agents and attorneys-in-fact, or any one of them, as herein authorized.
Date: 8/27/04 /s/ William E. Butler
-----------------------------------
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned director and/or
officer of Applied Industrial Technologies, Inc., an Ohio corporation, hereby
constitutes and appoints Fred D. Bauer and Mark O. Eisele, and each of them, the
true and lawful agents and attorneys-in-fact of the undersigned with full power
and authority in said agents and the attorneys-in-fact, and in either or both of
them, to sign for the undersigned and in his or her respective name as director
and/or officer of the Corporation, the Corporation's Annual Report for the
fiscal year ended June 30, 2004 on Form 10-K to be filed with the Securities and
Exchange Commission under the Securities Exchange Act of 1934, and the rules and
regulations issued thereunder, hereby ratifying and confirming all acts taken by
such agents and attorneys-in-fact, or any one of them, as herein authorized.
Date: 8/25/04 /s/ Thomas A. Commes
-----------------------------------
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned director and/or
officer of Applied Industrial Technologies, Inc., an Ohio corporation, hereby
constitutes and appoints Fred D. Bauer and Mark O. Eisele, and each of them, the
true and lawful agents and attorneys-in-fact of the undersigned with full power
and authority in said agents and the attorneys-in-fact, and in either or both of
them, to sign for the undersigned and in his or her respective name as director
and/or officer of the Corporation, the Corporation's Annual Report for the
fiscal year ended June 30, 2004 on Form 10-K to be filed with the Securities and
Exchange Commission under the Securities Exchange Act of 1934, and the rules and
regulations issued thereunder, hereby ratifying and confirming all acts taken by
such agents and attorneys-in-fact, or any one of them, as herein authorized.
Date: 9/2/04 /s/ Peter A. Dorsman
---------------------------------
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned director and/or
officer of Applied Industrial Technologies, Inc., an Ohio corporation, hereby
constitutes and appoints Fred D. Bauer and Mark O. Eisele, and each of them, the
true and lawful agents and attorneys-in-fact of the undersigned with full power
and authority in said agents and the attorneys-in-fact, and in either or both of
them, to sign for the undersigned and in his or her respective name as director
and/or officer of the Corporation, the Corporation's Annual Report for the
fiscal year ended June 30, 2004 on Form 10-K to be filed with the Securities and
Exchange Commission under the Securities Exchange Act of 1934, and the rules and
regulations issued thereunder, hereby ratifying and confirming all acts taken by
such agents and attorneys-in-fact, or any one of them, as herein authorized.
Date: 9/1/04 /s/ Russell R. Gifford
---------------------------------
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned director and/or
officer of Applied Industrial Technologies, Inc., an Ohio corporation, hereby
constitutes and appoints Fred D. Bauer and Mark O. Eisele, and each of them, the
true and lawful agents and attorneys-in-fact of the undersigned with full power
and authority in said agents and the attorneys-in-fact, and in either or both of
them, to sign for the undersigned and in his or her respective name as director
and/or officer of the Corporation, the Corporation's Annual Report for the
fiscal year ended June 30, 2004 on Form 10-K to be filed with the Securities and
Exchange Commission under the Securities Exchange Act of 1934, and the rules and
regulations issued thereunder, hereby ratifying and confirming all acts taken by
such agents and attorneys-in-fact, or any one of them, as herein authorized.
Date: 8/31/04 /s/ L. Thomas Hiltz
---------------------------------
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned director and/or
officer of Applied Industrial Technologies, Inc., an Ohio corporation, hereby
constitutes and appoints Fred D. Bauer and Mark O. Eisele, and each of them, the
true and lawful agents and attorneys-in-fact of the undersigned with full power
and authority in said agents and the attorneys-in-fact, and in either or both of
them, to sign for the undersigned and in his or her respective name as director
and/or officer of the Corporation, the Corporation's Annual Report for the
fiscal year ended June 30, 2004 on Form 10-K to be filed with the Securities and
Exchange Commission under the Securities Exchange Act of 1934, and the rules and
regulations issued thereunder, hereby ratifying and confirming all acts taken by
such agents and attorneys-in-fact, or any one of them, as herein authorized.
Date: 9/2/04 /s/ Edith Kelly-Green
-----------------------------------
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned director and/or
officer of Applied Industrial Technologies, Inc., an Ohio corporation, hereby
constitutes and appoints Fred D. Bauer and Mark O. Eisele, and each of them, the
true and lawful agents and attorneys-in-fact of the undersigned with full power
and authority in said agents and the attorneys-in-fact, and in either or both of
them, to sign for the undersigned and in his or her respective name as director
and/or officer of the Corporation, the Corporation's Annual Report for the
fiscal year ended June 30, 2004 on Form 10-K to be filed with the Securities and
Exchange Commission under the Securities Exchange Act of 1934, and the rules and
regulations issued thereunder, hereby ratifying and confirming all acts taken by
such agents and attorneys-in-fact, or any one of them, as herein authorized.
Date: 9/2/04 /s/ J. Michael Moore
-----------------------------------
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned director and/or
officer of Applied Industrial Technologies, Inc., an Ohio corporation, hereby
constitutes and appoints Fred D. Bauer and Mark O. Eisele, and each of them, the
true and lawful agents and attorneys-in-fact of the undersigned with full power
and authority in said agents and the attorneys-in-fact, and in either or both of
them, to sign for the undersigned and in his or her respective name as director
and/or officer of the Corporation, the Corporation's Annual Report for the
fiscal year ended June 30, 2004 on Form 10-K to be filed with the Securities and
Exchange Commission under the Securities Exchange Act of 1934, and the rules and
regulations issued thereunder, hereby ratifying and confirming all acts taken by
such agents and attorneys-in-fact, or any one of them, as herein authorized.
Date: 9/2/04 /s/ Jerry Sue Thornton
---------------------------------
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned director and/or
officer of Applied Industrial Technologies, Inc., an Ohio corporation, hereby
constitutes and appoints Fred D. Bauer and Mark O. Eisele, and each of them, the
true and lawful agents and attorneys-in-fact of the undersigned with full power
and authority in said agents and the attorneys-in-fact, and in either or both of
them, to sign for the undersigned and in his or her respective name as director
and/or officer of the Corporation, the Corporation's Annual Report for the
fiscal year ended June 30, 2004 on Form 10-K to be filed with the Securities and
Exchange Commission under the Securities Exchange Act of 1934, and the rules and
regulations issued thereunder, hereby ratifying and confirming all acts taken by
such agents and attorneys-in-fact, or any one of them, as herein authorized.
Date: 9/2/04 /s/ Stephen E. Yates
---------------------------------
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31
<SEQUENCE>6
<FILENAME>l09472aexv31.txt
<DESCRIPTION>EXHIBIT 31
<TEXT>
<PAGE>
EXHIBIT 31
APPLIED INDUSTRIAL TECHNOLOGIES, INC. FORM 10-K FOR
FISCAL YEAR ENDED JUNE 30, 2004
CERTIFICATIONS
I, David L. Pugh, Chairman & Chief Executive Officer, certify that:
1. I have reviewed this annual report on Form 10-K of Applied
Industrial Technologies, Inc.;
2. Based on my knowledge, this report does not contain any untrue
statement of material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect
to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material
respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in
this report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the
registrant and have:
a. Designed such disclosure controls and procedures, or
caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material
information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others
within those entities, particularly during the period in
which this report is being prepared;
b. Evaluated the effectiveness of the registrant's
disclosure controls and procedures and presented in this
report our conclusions about the effectiveness of the
disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation;
and
c. Disclosed in this report any change in the registrant's
internal control over financial reporting that occurred
during the registrant's most recent fiscal quarter (the
registrant's fourth fiscal quarter in the case of an
annual report) that has materially affected, or is
reasonably likely to materially affect, the registrant's
internal control over financial reporting; and
<PAGE>
5. The registrant's other certifying officer and I have disclosed,
based on our most recent evaluation of internal control over
financial reporting, to the registrant's auditors and the audit
committee of the registrant's board of directors (or persons
performing the equivalent function):
a. All significant deficiencies in the design or operation
of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's
ability to record, process, summarize and report
financial information;
b. Any fraud, whether or not material, that involves
management or other employees who have a significant
role in the registrant's internal control over financial
reporting.
Date: September 9, 2004
/s/ David L. Pugh
------------------------------------------
David L. Pugh
Chairman & Chief Executive Officer
I, Mark O. Eisele, Vice President-Chief Financial Officer & Treasurer, certify
that:
1. I have reviewed this annual report on Form 10-K of Applied
Industrial Technologies, Inc.;
2. Based on my knowledge, this report does not contain any untrue
statement of material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect
to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material
respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in
this report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the
registrant and have:
a. Designed such disclosure controls and procedures, or
caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material
information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others
within those entities, particularly during the period in
which this report is being prepared;
<PAGE>
b. Evaluated the effectiveness of the registrant's
disclosure controls and procedures and presented in this
report our conclusions about the effectiveness of the
disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation;
and
c. Disclosed in this report any change in the registrant's
internal control over financial reporting that occurred
during the registrant's most recent fiscal quarter (the
registrant's fourth fiscal quarter in the case of an
annual report) that has materially affected, or is
reasonably likely to materially affect, the registrant's
internal control over financial reporting; and
5. The registrant's other certifying officer and I have disclosed,
based on our most recent evaluation of internal control over
financial reporting, to the registrant's auditors and the audit
committee of the registrant's board of directors (or persons
performing the equivalent function):
a. All significant deficiencies in the design or operation
of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's
ability to record, process, summarize and report
financial information;
b. Any fraud, whether or not material, that involves
management or other employees who have a significant
role in the registrant's internal control over financial
reporting.
Date: September 9, 2004
/s/ Mark O. Eisele
-------------------------------------------
Mark O. Eisele
Vice President-Chief Financial Officer &
Treasurer
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-32
<SEQUENCE>7
<FILENAME>l09472aexv32.txt
<DESCRIPTION>EXHIBIT 32
<TEXT>
<PAGE>
EXHIBIT 32
APPLIED INDUSTRIAL TECHNOLOGIES, INC. FORM 10-K FOR
FISCAL YEAR ENDED JUNE 30, 2004
[The following certification accompanies the Annual Report on Form 10-K for the
year ended June 30, 2004, and is not filed, as provided in applicable SEC
releases.]
CERTIFICATIONS PURSUANT TO 18 U.S.C. 1350
In connection with the Form 10-K (the "Report") of Applied Industrial
Technologies, Inc. (the "Company") for the period ending June 30, 2004, we,
David L. Pugh, Chairman & Chief Executive Officer, and Mark O. Eisele, Vice
President-Chief Financial Officer & Treasurer of the Company, certify that:
(1) The Report fully complies with the requirements of section 13(a)
or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations
of the Company.
/s/ David L. Pugh /s/ Mark O. Eisele
- -------------------------- ---------------------------------------
David L. Pugh Mark O. Eisele
Chairman & Chief Executive Vice President-Chief Financial Officer
Officer & Treasurer
Dated: September 9, 2004
[A signed original of this written statement has been provided to Applied
Industrial Technologies, Inc. and will be retained by Applied Industrial
Technologies, Inc. and furnished to the Securities and Exchange Commission or
its staff upon request.]
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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