Document
false0000109563 0000109563 2020-01-23 2020-01-23



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

January 23, 2020
Date of Report (date of earliest event reported)

APPLIED INDUSTRIAL TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Ohio
1-2299
34-0117420
(State or other jurisdiction of incorporation or organization)
(Commission File Number)
(I.R.S. Employer Identification No.)
 
 
One Applied Plaza
Cleveland
Ohio
44115
(Address of Principal Executive Offices)
 
(Zip Code)
(216) 426-4000
Registrant's telephone number, including area code

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, without par value
AIT
New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
o






ITEM 2.02.     RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

On January 23, 2020, Applied Industrial Technologies, Inc. (“Applied”) issued a press release related to its earnings for the second quarter ended December 31, 2019. The release is attached as Exhibit 99.1 to this Report on Form 8-K.

The information in this Report on Form 8-K, including the Exhibit, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act.



ITEM 9.01
FINANCIAL STATEMENTS AND EXHIBITS

(d)    Exhibits.    
            
Exhibit 99.1 - Press release of Applied Industrial Technologies, Inc. dated January 23, 2020.


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

 
APPLIED INDUSTRIAL TECHNOLOGIES, INC.
 
(Registrant)
 
 
 
 
 
 
 
By:  /s/ Fred D. Bauer          
 
Fred D. Bauer, Vice President-General Counsel & Secretary
Date: January 23, 2020
 







EXHIBIT INDEX


Exhibit No.    Description

99.1



Exhibit
EXHIBIT 99.1

Applied Industrial Technologies Reports Fiscal 2020 Second Quarter Results
Net Sales of $833.4 Million Down 0.8% YoY; Down 4.0% on an Organic Basis
Net Income of $38.0 Million; EPS of $0.97
Cash from Operations of $54.9 Million; Free Cash of $47.9 Million
Quarterly Dividend Increased to $0.32 Per Share
Fiscal 2020 Guidance Updated, Range Narrowed

CLEVELAND, OHIO (January 23, 2020) - Applied Industrial Technologies (NYSE: AIT), a leading value-added distributor and technical solutions provider of industrial motion, fluid power, flow control, and automation technologies, today reported results for its second quarter fiscal 2020 ended December 31, 2019.

Net sales decreased 0.8% to $833.4 million from $840.0 million in the prior year. Excluding a 3.2% increase from acquisitions, sales decreased 4.0% on an organic basis reflecting a 3.5% decline in the Service Center segment and a 4.9% decline in the Fluid Power & Flow Control segment. Net income was $38.0 million, or $0.97 per share, compared to $38.7 million, or $0.99 per share, in the prior year. EBITDA for the quarter of $74.5 million compared to $76.0 million in the prior year.

Commenting on the results, Applied’s President & Chief Executive Officer Neil A. Schrimsher said, “We are executing on our earnings commitments midway through fiscal 2020 despite tepid demand industry-wide, and are on track to achieve record free cash flow. In the current slow environment, we remain focused on expense control, leveraging our technical and cross-selling capabilities, and pursuing M&A that enhances our earnings and return potential long term.”

“As we enter the second half of our fiscal year, we expect ongoing benefits from these internal initiatives. That said, end-market demand remains challenging and uncertain, with our recent quarter impacted by an unusually slow December. While likely impacted by typical seasonal variability this time of year, we expect subdued industry demand to persist near-term as customers slowly rebound from an evolving trade and industrial production backdrop. Our track record of cost control and cash generation is once again apparent and key in this type of environment, while our leading technical position across motion control, fluid power, flow control, and automation provides significant and differentiated long-term growth potential.”

Outlook
The Company is updating fiscal 2020 guidance following performance year to date and ongoing end-market uncertainty. Guidance now assumes non-GAAP adjusted EPS of $4.20 to $4.40 on a change in sales of down 2% to 0%, including down 5% to down 3% on an organic daily basis. Prior guidance assumed non-GAAP adjusted EPS of $4.20 to $4.50, and sales down 2% to up 2% including down 5% to down 1% on an organic daily basis. The adjusted EPS ranges exclude fiscal first quarter restructuring expenses. In addition, we reaffirm our free cash guidance of $200 million to $220 million, up 30% at the midpoint.

Dividend
Today the Company also announced that its Board of Directors approved an increase in the quarterly cash dividend to $0.32 per common share, payable on February 28, 2020, to shareholders of record on February 14, 2020. This represents the 11th dividend increase since 2010.

Conference Call Information
Applied will host its quarterly conference call for investors and analysts at 10 a.m. ET on January 23, 2020. Neil A. Schrimsher - President & CEO, and David K. Wells - CFO will discuss the Company's performance. A supplemental investor deck detailing latest quarter results is available for reference on the investor relations



portion of the Company’s website at www.applied.com. To join the call, dial 877-311-4351 (toll free) or 614-999-9139 (for International callers) using conference ID 7195851. A live audio webcast can be accessed online through the investor relations portion of the Company's website at www.applied.com. A replay of the call will be available for two weeks by dialing 855-859-2056 or 800-585-8367 (both toll free), or 404-537-3406 (International) using conference ID 7195851.

About Applied® 
Founded in 1923, Applied Industrial Technologies is a leading value-added distributor of bearings, power transmission products, engineered fluid power components and systems, specialty flow control solutions, automation technologies, and other industrial supplies, serving MRO and OEM customers in virtually every industry. In addition, Applied provides engineering, design and systems integration for industrial, fluid power, and flow control applications, as well as customized mechanical, fabricated rubber, fluid power, and flow control shop services. Applied also offers storeroom services and inventory management solutions that provide added value to its customers. For more information, visit www.applied.com.

This press release contains statements that are forward-looking, as that term is defined by the Securities and Exchange Commission in its rules, regulations and releases. Applied intends that such forward-looking statements be subject to the safe harbors created thereby. Forward-looking statements are often identified by qualifiers such as “expect,” “outlook,” “guidance,” “will” and derivative or similar expressions. All forward-looking statements are based on current expectations regarding important risk factors including trends in the industrial sector of the economy, and other risk factors identified in Applied's most recent periodic report and other filings made with the Securities and Exchange Commission. 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 Applied or any other person that the results expressed therein will be achieved. Applied assumes no obligation to update publicly or revise any forward-looking statements, whether due to new information, or events, or otherwise.
# # #
CONTACT INFORMATION

Ryan D. Cieslak
Director - Investor Relations & Treasury
216-426-4887 / rcieslak@applied.com







 
 
 
 
 
 
  APPLIED INDUSTRIAL TECHNOLOGIES, INC. AND SUBSIDIARIES
CONDENSED STATEMENTS OF CONSOLIDATED INCOME
(In thousands, except per share data)
 
 
 
 
 
 
 
Three Months Ended
December 31,
 
Six Months Ended
December 31,
 
2019
2018
 
2019
2018
Net Sales
 $ 833,375
 $ 840,038
 
 $ 1,689,779
 $ 1,704,553
Cost of sales
           592,141
           597,178
 
        1,197,085
        1,209,840
Gross Profit
           241,234
           242,860
 
           492,694
           494,713
Selling, distribution and administrative
 
 
 
 
 
  expense, including depreciation
           182,489
           181,895
 
           372,783
           367,409
Operating Income
             58,745
             60,965
 
           119,911
           127,304
Interest expense, net
                9,583
                9,578
 
             19,642
             20,054
Other (income) expense, net
                 (215)
                   946
 
                 (215)
                   707
Income Before Income Taxes
             49,377
             50,441
 
           100,484
           106,543
Income Tax Expense
             11,346
             11,724
 
             23,654
             18,888
Net Income
 $ 38,031
 $ 38,717
 
 $ 76,830
 $ 87,655
Net Income Per Share - Basic
 $ 0.98
 $ 1.00
 
 $ 1.99
 $ 2.26
Net Income Per Share - Diluted
 $ 0.97
 $ 0.99
 
 $ 1.97
 $ 2.23
Average Shares Outstanding - Basic
             38,649
             38,743
 
             38,630
             38,729
Average Shares Outstanding - Diluted
             39,047
             39,247
 
             39,000
             39,316
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1)
Applied uses the last-in, first-out (LIFO) method of valuing U.S. inventory. An actual valuation of inventory under the LIFO method can only be made at the end of each year based on the inventory levels and costs at that time. Accordingly, interim LIFO calculations are based on management's estimates of expected year-end inventory levels and costs and are subject to the final year-end LIFO inventory determination.

2)
On July 1, 2019, the Company adopted ASC 842 - accounting for leases. Adoption of the new standard resulted in the recognition of right-of-use assets and lease liabilities of $83.5 million and $89.8 million, respectively, on July 1, 2019. In addition, the adoption resulted in an adjustment to opening retained earnings of approximately $3.3 million, net of tax, on July 1, 2019 primarily due to the impairment of certain leases in Canada.






APPLIED INDUSTRIAL TECHNOLOGIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
December 31,
 
June 30,
 
 
 
 
2019
 
2019
 
 
 
 
 
 
 
Assets
 
 
 
 
 
 
  Cash and cash equivalents
 
 $ 128,149
 
 $ 108,219
  Accounts receivable, net
 
            502,894
 
           540,902
  Inventories
 
 
            463,609
 
           447,555
  Other current assets
 
 
               47,903
 
             51,462
       Total current assets
 
         1,142,555
 
        1,148,138
  Property, net
 
 
            126,248
 
           124,303
  Operating lease assets
 
               85,418
 
0
  Intangibles, net
 
 
            364,519
 
           368,866
  Goodwill
 
 
 
            673,175
 
           661,991
  Other assets
 
 
               27,082
 
             28,399
Total Assets
 
 
 $ 2,418,997
 
 $ 2,331,697
 
 
 
 
 
 
 
Liabilities
 
 
 
 
 
 
  Accounts payable
 
 
 $ 212,312
 
 $ 237,289
  Current portion of long-term debt
 
               73,771
 
             49,036
  Other accrued liabilities
 
            134,618
 
           137,469
       Total current liabilities
 
            420,701
 
           423,794
  Long-term debt
 
 
            874,423
 
           908,850
  Other liabilities
 
 
            161,632
 
           102,019
Total Liabilities
 
 
         1,456,756
 
        1,434,663
Shareholders' Equity
 
            962,241
 
           897,034
Total Liabilities and Shareholders' Equity
 $ 2,418,997
 
 $ 2,331,697
 
 
 
 
 
 
 
 
 
 
 
 
 
 






APPLIED INDUSTRIAL TECHNOLOGIES, INC. AND SUBSIDIARIES
CONDENSED STATEMENTS OF CONSOLIDATED CASH FLOWS
 (In thousands)
 
 
Six Months Ended
December 31,
 
 
 
 
2019
 
2018
 
 
 
 
 
Cash Flows from Operating Activities
 
 
 
 
Net income
 
 $ 76,830
 
 $ 87,655
Adjustments to reconcile net income to net cash provided
 
 
 
 
   by operating activities:
 
 
 
 
   Depreciation and amortization of property
 
              10,617
 
            10,019
   Amortization of intangibles
 
              20,569
 
            21,912
   Amortization of stock appreciation rights and options
 
                1,494
 
              1,257
   Gain on sale of property
 
                  (165)
 
                (105)
   Other share-based compensation expense
 
                1,837
 
              2,351
   Changes in assets and liabilities, net of acquisitions
 
            (11,660)
 
          (55,922)
   Other, net
 
                5,377
 
            (1,587)
Net Cash provided by Operating Activities
 
            104,899
 
            65,580
Cash Flows from Investing Activities
 
 
 
 
   Acquisition of businesses, net of cash acquired
 
            (36,390)
 
            (6,900)
   Property purchases
 
            (11,965)
 
            (7,096)
   Proceeds from property sales
 
                   325
 
                 244
   Other
 
0
 
                 391
Net Cash used in Investing Activities
 
(48,030)
 
(13,361)
Cash Flows from Financing Activities
 
 
 
 
   Net borrowings (repayments) under revolving credit facility
 
0
 
(19,500)
   Long-term debt borrowings
 
              25,000
 
         175,000
   Long-term debt repayments
 
(34,868)
 
(151,868)
   Debt issuance costs
 
                    (16)
 
(685)
   Dividends paid
 
(24,002)
 
(23,275)
   Acquisition holdback payments
 
                  (777)
 
            (2,275)
   Taxes paid for shares withheld for equity awards
 
               (1,988)
 
            (3,318)
   Exercise of stock appreciation rights and options
 
                   330
 
0
Net Cash used in Financing Activities
 
(36,321)
 
(25,921)
Effect of Exchange Rate Changes on Cash
 
(618)
 
(621)
Increase in cash and cash equivalents
 
              19,930
 
            25,677
Cash and cash equivalents at beginning of Period
 
            108,219
 
            54,150
Cash and Cash Equivalents at End of Period
 
 $ 128,149
 
 $ 79,827
 
 
 
 
 






  APPLIED INDUSTRIAL TECHNOLOGIES, INC. AND SUBSIDIARIES
SUPPLEMENTAL INFORMATION
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES
(In thousands)

The Company supplemented the reporting of financial information determined under U.S. generally accepted accounting principles (GAAP) with reporting of non-GAAP financial measures.  The Company believes that these non-GAAP measures provide meaningful information to assist shareholders in understanding financial results, assessing prospects for future performance, and provide a better baseline for analyzing trends in our underlying businesses.  Because non-GAAP financial measures are not standardized, it may not be possible to compare these financial measures with other companies' non-GAAP financial measures having the same or similar names.  These non-GAAP financial measures should not be considered in isolation or as a substitute for reported results.  These non-GAAP financial measures reflect an additional way of viewing aspects of operations that, when viewed with GAAP results, provide a more complete understanding of the business.  The Company strongly encourages investors and shareholders to review company financial statements and publicly filed reports in their entirety and not to rely on any single financial measure.
Reconciliation of Net Income, a GAAP financial measure, to EBITDA, a non-GAAP financial measure:
 
 Three Months Ended
December 31,
 
 
 
2019
2018
 
 
Net Income
 $ 38,031
 $ 38,717
 
 
Interest expense, net
                 9,583
                9,578
 
 
Income tax expense
               11,346
              11,724
 
 
Depreciation and amortization of property
                 5,394
                5,038
 
 
Amortization of intangibles
               10,195
              10,991
 
 
EBITDA
 $ 74,549
 $ 76,048
 
 

The Company defines EBITDA as Earnings from operations before Interest, Taxes, Depreciation, and Amortization, a non-GAAP financial measure. EBITDA excludes items that may not be indicative of core operating results. 
Reconciliation of Net Cash provided by Operating activities, a GAAP financial measure, to Free Cash Flow, a non-GAAP financial measure:
 
 Three Months Ended
December 31,
 
2019
2018
Net Cash provided by Operating Activities
 $ 54,881
 $ 53,783
Capital expenditure
               (7,019)
               (3,923)
Free Cash Flow
 $ 47,862
 $ 49,860

Free cash flow is defined as net cash provided by operating activities less capital expenditures. 


v3.19.3.a.u2
Cover Page Document
Jan. 23, 2020
Cover page.  
Entity Central Index Key 0000109563
Document Type 8-K
Document Period End Date Jan. 23, 2020
Entity Registrant Name APPLIED INDUSTRIAL TECHNOLOGIES, INC.
Entity Incorporation, State or Country Code OH
Entity File Number 1-2299
Entity Tax Identification Number 34-0117420
Entity Address, Address Line One One Applied Plaza
Entity Address, City or Town Cleveland
Entity Address, State or Province OH
Entity Address, Postal Zip Code 44115
City Area Code 216
Local Phone Number 426-4000
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, without par value
Trading Symbol AIT
Security Exchange Name NYSE
Entity Emerging Growth Company false
Amendment Flag false