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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 |
For the fiscal year ended JUNE 30, 2021
OR
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
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For the transition period from ___ to ___
Commission file number 1-2299
APPLIED INDUSTRIAL TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
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Ohio |
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34-0117420 |
(State or other jurisdiction of incorporation or
organization) |
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(I.R.S. Employer Identification No.) |
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1 Applied Plaza |
Cleveland |
Ohio |
44115
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(Address
of Principal Executive Offices) |
(Zip Code) |
(216) 426-4000
Registrant's telephone number, including area code
Securities registered pursuant to Section 12(b) of the
Act:
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Title of each class |
Trading Symbol |
Name of each exchange on which registered |
Common Stock, without par value |
AIT |
New York Stock Exchange |
Securities registered pursuant to section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned
issuer, as defined in Rule 405 of the Securities Act.
Yes
x
No
o
Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or Section 15(d) of the
Act.
Yes
o
No
x
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 o
Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate website, if any, every
Interactive Data File required to be submitted and posted pursuant
to Rule 405 of Regulation S-T (§232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant
was required to submit and post such files).
Yes x No o
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer,
or a smaller reporting company. See the definitions of “large
accelerated filer,” “accelerated filer” and “smaller reporting
company” in Rule 12b-2 of the Exchange Act. (Check
one):
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Large accelerated filer |
x
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Accelerated filer
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☐
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Non-accelerated filer
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o
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Smaller reporting company
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Emerging growth company
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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
Indicate by check mark whether the registrant has filed a report on
and attestation to its management’s assessment of the effectiveness
of its internal control over financial reporting under Section
404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the
registered public accounting firm that prepared or issued its audit
report.
☑
Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Act).
Yes ☐ No x
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, 2020): $2,993,384,000.
The registrant had outstanding 38,515,334 shares of common stock as
of August 6, 2021.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the proxy statement for the annual meeting of
shareholders of Applied Industrial Technologies, Inc., to be held
October 26, 2021, are incorporated by reference into Parts II, III,
and IV of this Form 10-K.
TABLE OF CONTENTS
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PART I |
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Business |
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Risk Factors |
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Unresolved Staff Comments |
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Properties |
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Legal Proceedings |
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Mine Safety Disclosures |
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PART II |
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Market for Registrant's Common Equity, Related Stockholder Matters
and Issuer Purchases of Equity Securities |
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Selected Financial Data |
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Management's Discussion and Analysis of Financial Condition and
Results of Operations |
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Quantitative and Qualitative Disclosures about Market
Risk |
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Financial Statements and Supplementary Data |
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Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure |
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Controls and Procedures |
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Other Information |
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PART III |
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Directors, Executive Officers and Corporate Governance |
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Executive Compensation |
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Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters |
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Certain Relationships and Related Transactions, and Director
Independence |
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Principal Accountant Fees and Services |
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PART IV |
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Exhibits and Financial Statement Schedules |
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Form 10-K Summary |
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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 “guidance,” “expect,”
“believe,” “plan,” “intend,” “will,” “should,” “could,” “would,”
“anticipate,” “estimate,” “forecast,” “may,” "optimistic" and
derivative or similar words or expressions. Similarly, descriptions
of our objectives, strategies, plans, or goals are also
forward-looking statements. These statements may discuss, among
other things, expected growth, future sales, future cash flows,
future capital expenditures, future performance, and the
anticipation and expectations of Applied Industrial Technologies,
Inc. ("Applied") and its management as to future occurrences and
trends. 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
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 another
person that the results expressed in the statements will be
achieved. In addition, Applied assumes no obligation publicly to
update or revise forward-looking statements, whether because of new
information or events, or otherwise, except as may be required by
law.
Applied believes its primary risk factors include, but are not
limited to, those identified in the following sections of this
annual report on Form 10-K: “Risk Factors” in Item 1A; “Narrative
Description of Business,” in Item 1, section (c); and “Management's
Discussion and Analysis of Financial Condition and Results of
Operations” in Item 7. PLEASE READ THOSE DISCLOSURES
CAREFULLY.
PART I
ITEM 1. BUSINESS
In this annual report on Form 10-K, “Applied” refers to Applied
Industrial Technologies, Inc., an Ohio corporation. References to
“we,” “us,” “our,” and “the Company” refer to Applied and its
subsidiaries.
We are a leading distributor and solutions provider of industrial
motion, power, control, and automation technologies. Through our
comprehensive network of approximately 5,900 employee associates
and 568 facilities including service center, fluid power, flow
control, and automation operations, as well as repair shops and
distribution centers, we offer a selection of more than 7.5 million
stock keeping units with a focus on industrial bearings, power
transmission products, fluid power components and systems,
specialty flow control, and advanced factory automation solutions.
We market our products with a set of service solutions including
inventory management, engineering, design, assembly, repair, and
systems integration, as well as customized mechanical, fabricated
rubber, and shop services. Our customers use our products and
services for both MRO (maintenance, repair, and operating) and OEM
(original equipment manufacturing) applications across a variety of
end markets primarily in North America, as well as Australia, New
Zealand, and Singapore. Headquartered in Cleveland, Ohio, Applied
and its predecessor companies have engaged in business since
1923.
Our internet address is www.applied.com. The following documents
are available free of charge via hyperlink from the investor
relations area of our website:
•Applied's
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 - these
documents are posted as soon as reasonably practicable after they
are electronically filed with, or furnished to, the Securities and
Exchange Commission
•Applied's
Code of Business Ethics
•Applied's
Board of Directors Governance Principles and Practices
•Applied's
Director Independence Standards
•Charters
for the Audit, Corporate Governance, and Executive Organization
& Compensation Committees of Applied's Board of
Directors
The information available via hyperlink from our website is not
incorporated into this annual report on Form 10-K.
GENERAL DEVELOPMENT OF BUSINESS
Information regarding developments in our business can be found in
Item 7 under the caption “Management's Discussion and Analysis of
Financial Condition and Results of Operations.” This information is
incorporated here by reference.
VALUE PROPOSITION
We serve a segment of the industrial market that requires technical
expertise and service given that our products and solutions are
directly tied to companies’ production and efficiency initiatives.
As such, we believe we are integral to our customers’ supply chains
considering the critical nature and direct exposure our solutions
have on our customers’ core production equipment and plant
capabilities. While we compete with other distributors and service
providers offering products and solutions addressing this area of
the industrial supply chain, we believe our industry position and
value proposition benefits from relative advantages tied to the
following key attributes:
1) Technical expertise in motion control technologies and related
service offerings
2) Broad in-stock product offering, inventory availability, and
repair capabilities
3) Tenured relationships with industrial customers and leading
suppliers
4) Scale and proximity of our service center network relative to
customer facilities
5) Leading positions in engineered fluid power and flow control
solutions
6) Expanding capabilities in advanced automation solutions and
smart technologies
7) Talent acquisition and development of technically oriented sales
associates, engineers, and service personnel
8) Business systems and distribution capabilities
9) Complementary offerings including indirect consumable supply
inventory management
We focus on helping customers minimize their production downtime,
improve machine performance, and reduce overall procurement and
maintenance costs, as well as optimize the efficiency and safety of
their facilities and equipment. A primary focus for our service
center network is responding to a critical “break-fix” situation,
which requires knowledge of a customer’s facility, localized
inventory, timely delivery capabilities, service execution, and
accountability. In addition, our fluid power, flow control, and
automation operations design, engineer, and integrate solutions
focused on making a customer’s operations and equipment more
productive, cost-efficient, and
automated. We believe our products and solutions are increasingly
critical within the industrial supply chain given an aging and
tighter customer labor force, more sophisticated production
equipment and processes, a greater focus on plant floor
optimization, and compliance and regulatory
requirements.
INDUSTRY AND COMPETITION
We primarily compete within North America which we believe offers
significant growth potential given our industry position,
established distribution and sales network, market fragmentation,
and customer technical requirements, as well as opportunities tied
to automation and smart technologies. Growth within our industry is
influenced by broader industrial production and capacity
utilization, as well as inflation, labor dynamics, capital
spending, geopolitical events, factory optimization initiatives,
changes in industrial equipment technologies, and supply chain
requirements.
Our principal competitors are specialist and general line
distributors of bearings, power transmission products, fluid power
components and systems, flow control solutions, industrial rubber
products, linear motion components, and automation solutions, and
to a lesser extent providers of tools, safety products, and other
industrial and maintenance supplies. These competitors include
local, regional, national, and multinational operations. We also
compete with original equipment manufacturers and integrators. The
identity and number of our competitors vary throughout the
geographic, industry, and product markets we serve.
STRATEGIC GROWTH AND OPERATIONAL OPPORTUNITIES
•Capture
market share across our core service center network.
Our network of service centers located close to industrial
companies allows us to respond quickly and effectively to critical
MRO situations involving direct production infrastructure and
industrial equipment. We believe more sophisticated industrial
production processes and customer labor constraints, as well as
increased industrial capacity and manufacturing activity across
North America could drive greater demand for our products and
services. We continue to deploy initiatives to further enhance our
capabilities across our service center network and gain market
share. These include investments in analytics, strategic account
penetration, sales process optimization, talent development, and
digital channel solutions, as well as fully leveraging and
cross-selling our expanded product and service platform across
fluid power, flow control, automation, and consumables
solutions.
•Extend
our leading fluid power and flow control position as demand for
comprehensive solutions grows.
We provide innovative fluid power and flow control solutions
including systems design and engineering, electronic control
integration, software programming, valve actuation, compliance
consulting, fabrication and assembly, and dedicated service and
repair. Demand for these solutions is increasing across a variety
of industrial, off-highway mobile, technology, and process related
applications given a greater focus on power consumption, plant
efficiency and automation, emissions control, electrification,
remote monitoring, advancements in machining, regulatory and
compliance standards, and data analytics. We believe our service
and engineering capabilities, shop network, and supplier
relationships, combined with our software coding and smart
technology application knowledge, are key competitive advantages.
We see opportunities to leverage these advantages across new and
underserved geographies, as well as through new commercial
solutions that could drive a greater share gain of this market
opportunity in coming years.
•Leverage
technical industry position in developing growth around emerging
industrial technologies.
We are expanding our position and capabilities focused on advanced
factory automation and smart technologies that optimize and connect
customers’ industrial supply chains. We believe we have a favorable
position to capture this addressable market given our technical
product focus, service capabilities, embedded customer
relationships and knowledge across direct production infrastructure
and equipment, and existing supplier relationships. Following
several business acquisitions made since fiscal 2020, we now offer
products and solutions focused on the design, assembly,
integration, and distribution of machine vision, robotic
technologies, and motion control. Our emerging growth across these
areas is diversifying our end-market exposure with greater
penetration into technology, life sciences, logistics, and food and
beverage industries. We expect to continue to expand our automation
footprint and capabilities in coming years, as well as pursue
opportunities tied to the Industrial Internet of Things (IIoT). We
believe this market potential could be meaningful as technology
continues to converge within traditional industrial supply chains
and end-markets.
•Execute
ongoing operational initiatives supporting margin
profile.
We have a number of initiatives focused on driving operational
improvements throughout the organization. Systems investments in
recent years including common ERP platforms are supporting
opportunities in leveraging shared services, refining our sales
management process, and standardizing pricing and sourcing
functions, while we continue to optimize our shop and distribution
network and analytics. We also remain focused on achieving margin
synergies across our operations following expansion into flow
control and automation. This includes enhanced pricing functions,
leveraging vendor procurement, freight savings, and refined cost
management. Combined with
growth in more profitable areas of our business and our history of
cost accountability, we see ongoing opportunity to optimize our
margin profile and cash generation in coming years.
•Pursue
value-creating acquisitions to supplement growth and strengthen
industry position.
We expect to pursue additional acquisitions aligned with our growth
strategy and long-term financial targets. We view acquisitions as
an important growth consideration given high fragmentation, greater
operational and technical requirements, and supplier authorizations
within the markets we serve. We believe our sourcing strategy, cash
generation capabilities, industry relationships, and operational
discipline are key to our acquisition success. In addition,
dedicated corporate teams and related support functions provide
strategic oversight of critical work streams and integration
execution, which we believe enhances our ability to capture
synergistic value. Over the near to intermediate-term, our
acquisition priorities are focused on continuing to expand our
current offerings, while further enhancing our technical
differentiation and value-added service capabilities.
OPERATIONS
Our distribution and sales network consists of approximately 445
locations in our Service Center Distribution segment and 123
locations in our Fluid Power & Flow Control segment. This
includes service centers, distribution centers, and facilities tied
to our fluid power, flow control, and automation operations. Our
service centers resemble local inventory hubs located in close
proximity to our customers and focused primarily on MRO related
fulfillment and service needs. Our fluid power, flow control, and
automation locations support technical and shop-oriented services
integral to the more specialized and integrated nature of the
products and solutions they provide. Other operations and channels
we market through include inventory management services for
indirect consumable supplies and digital solutions including our
Applied.com website, electronic data interchange (EDI) and other
electronic interfaces with customers' technology platforms and
plant maintenance systems.
Our distribution centers provide daily service to our service
centers, helping replenish inventories and shipping products
directly to customers where appropriate. An efficient supply chain
and timely delivery of our products is vital to our value
proposition particularly when customers require products for
emergency repairs. We utilize dedicated third-party transportation
providers, our own delivery vehicles, as well as surface and air
common carrier and courier services. Customers may also pick up
items at our service centers. We maintain product 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 customer demand.
Our operations are primarily based in the U.S. where 86% of our
fiscal 2021 sales were generated. We also have international
operations, the largest of which is in Canada (8% of fiscal 2021
sales) with the balance (6% of fiscal 2021 sales) in Mexico,
Australia, New Zealand, and Singapore.
SUPPLIERS
We are a leading distributor of products including bearings, power
transmission products, engineered fluid power components and
systems, specialty flow control solutions, advanced automation
products, industrial rubber products, linear motion components,
tools, safety products, and other industrial and maintenance
supplies.
These products are generally supplied to us by manufacturers whom
we serve as a non-exclusive distributor. The suppliers also may
provide us product training, as well as sales and marketing
support. Authorizations to represent particular suppliers and
product lines vary by geographic region, particularly for our fluid
power, flow control, and automation businesses. We believe our
supplier relationships are generally good, and many have existed
for decades. The disruption of relationships with certain
suppliers, or the disruption of their operations, could adversely
affect our business.
Our product suppliers typically confine their direct sales
activities to large-volume transactions, mainly with large original
equipment manufacturers. The suppliers generally do not sell
maintenance and repair products directly to the customer, but
instead refer the customer to us or another
distributor.
MARKETS
We purchase from thousands of product manufacturers and resell the
products to thousands of customers in a wide variety of industries,
including agriculture and food processing, cement, chemicals and
petrochemicals, fabricated metals, forest products, industrial
machinery and equipment, life sciences, mining, oil and gas,
primary metals, technology, transportation, and utilities, as well
as to government entities. Customers range from very large
businesses, with which we may have multiple-location relationships,
to very small ones. 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 fiscal 2021
sales.
SERVICES
We believe part of our success, differentiation, and competitive
advantage is attributable to the comprehensive set of services and
solutions we provide, which we view as critical given the technical
nature and application of our core product offering of motion,
power, control, and automation technologies. The foundation of our
service capabilities lies with our technically oriented associate
team, which includes engineers, industry segment specialists,
mechanics, technicians, fluid power specialists, as well as our
systems, shop network, and supplier relationships. We believe
knowledge and service capabilities relating to our core product
offering are increasingly needed across our customer base given
skilled labor constraints within their operations, maintenance
requirements, and more sophisticated plant equipment and processes.
Our services and solutions help customers minimize production
downtime, improve machine performance, and reduce overall
procurement and maintenance costs. By providing high levels of
service, product and industry expertise, and technical support,
while at the same time offering product breadth and competitive
pricing, we believe we develop stronger, longer-lasting, and more
profitable customer relationships. See the Reportable Segments
section below for more detail on the various service solutions we
provide to customers.
REPORTABLE SEGMENTS
We report results of operations in two segments: 1) Service Center
Based Distribution, and 2) Fluid Power & Flow Control. In
fiscal 2021, our Service Center Based Distribution segment
represented 68% of our total sales, while our Fluid Power &
Flow Control segment represented 32% of our total
sales.
Service Center Based Distribution.
Our Service Center Based Distribution segment includes our legacy
MRO distribution operations across North America, Australia, and
New Zealand. This business operates through local service centers
and distribution centers with a focus on providing products and
services addressing the maintenance and repair of motion control
infrastructure and production equipment. Products primarily include
industrial bearings, motors, belting, drives, couplings, pumps,
linear motion products, hydraulic and pneumatic components,
filtration supplies, and hoses, as well as other related supplies
for general operational needs of customers’ machinery and
equipment.
Service center locations are stocked with product inventory
tailored to each local market and staffed with customer sales and
service representatives, account managers, as well as product and
industry specialists. Customer sales and service representatives
receive, process, and expedite customer orders, provide product
information, and assist account managers in serving customers.
Account managers make onsite calls to customers to provide product
information, identify customer requirements, make recommendations,
and assist in implementing equipment maintenance and storeroom
management programs. Industry specialists assist with product
applications in their areas of expertise. Service centers market
product offerings with a suite of services that create additional
value for the customer. This includes onsite training, product
fabrication and repair, and inventory management solutions. We also
provide analysis and measurement of productivity improvement and
cost savings potential from these services through our Applied
Documented Value-Added®
(DVA®)
reports.
The segment includes operations focused on certain end markets and
indirect consumable supplies through vendor managed inventory
solutions, as well as regional fabricated rubber shops and service
field crews, which install, modify, and repair conveyor belts and
rubber linings, and make hose assemblies in accordance with
customer requirements.
Fluid Power & Flow Control.
Our Fluid Power & Flow Control segment includes our operations
that specialize in distributing, engineering, designing,
integrating, and repairing hydraulic and pneumatic fluid power
technologies, and engineered flow control products and services. We
believe we are the largest distributor and solutions provider of
fluid power and industrial flow control products and solutions in
the U.S. The segment also includes our operations that focus on
advanced automation solutions, including machine vision, robotics,
motion control, and smart technologies.
Our fluid power operations offer products and services primarily
used within industrial, off-highway mobile, and technology
applications. Fluid power products include hydraulic and pneumatic
technologies using liquids and gases to transmit power, typically
in smaller spaces than other forms of power transmission. Hydraulic
products offer high power to weight ratios, high torque at low
speeds, and power reliability, while pneumatic products are focused
on lightweight applications in need of speed and precision. Our
fluid power products and solutions are commonly used for
off-highway equipment, heavy industrial equipment and machines at
factories, marine and offshore equipment, factory automation, food
processing equipment, packaging operations, and downstream energy
process systems. Operations are supported by a team of certified
fluid power specialists, mechanics, technicians, and engineers that
provide technical services ranging from system design and
integration, electronic control integration, hydraulic assemblies,
repair and rebuild, manifold design and assembly, customized
filtration solutions, software programming and repair, and
hydraulic system retrofits.
Our specialty flow control operations provide highly engineered
process flow control products, solutions, and services. Products
include pumps, valves, fittings, hoses, process instrumentation,
actuators, and filtration supplies which are used to control the
flow of liquids and gases in mission-critical industrial
applications. Our flow control products and services are focused on
MRO related applications; OEMs; and engineering, procurement, and
construction (EPC) firms across a variety of industries including
chemicals, steel, power, oil and gas, pulp and paper, life
sciences, pharmaceuticals, food and beverage, and general
industrials. Similar to our fluid power operations, our flow
control offering includes technical service capabilities such as
flow control systems integration, repair services, valve actuation,
process instrumentation, pipe and hose fabrication, and compliance
consulting.
Our advanced automation operations provide solutions focused on the
design, assembly, integration, and distribution of machine vision,
collaborative robots, mobile robots, RFID, industrial networking,
and machine learning technologies for OEMs, machine builders,
integrators, and other industrial and technology end users.
Products and solutions are marketed across a variety of industries
including technology, medical, life sciences, logistics, consumer,
and general industrial. Our automation business helps customers
develop, produce, and integrate machine and facility automation
solutions using comprehensive technology and application knowledge.
A core element of our strategy and value proposition within
automation is our value-added and engineered solution capabilities,
enabling us to provide in-depth consultative, design, engineering,
assembly, testing, and support services for various customer
requirements.
HUMAN CAPITAL
We attribute our business success to talented, dedicated employee
associates who live our Core Values of integrity, respect, customer
focus, commitment to excellence, accountability, innovation,
continuous improvement, and teamwork.
At June 30, 2021, we had approximately 5,947 associates, with
geographic and segment counts as follows:
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Country
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Associates
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Segment
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Associates
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United States
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4,598
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Service Center Based Distribution
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3,932
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Canada
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628
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Fluid Power & Flow Control
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1,704
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Other Countries
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721
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Other
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311
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Associate Development.
We strive to attract, retain, and develop a diverse group of
high-performing associates, empowering them to achieve their
potential and providing them opportunities to test their skills,
increase their responsibilities, and advance their careers.
Applied’s commitment to associate development is reflected in our
investments in a learning management system (offering a wide array
of internal facilitated training courses, supplier product
training, and other third-party courses), a modern social learning
platform, and in-person training through which associates can
continually expand their knowledge base and position themselves to
achieve their professional goals.
Compensation and Benefits.
We seek to provide competitive compensation and benefits in order
to help attract and retain high quality associates. In the U.S.,
Applied offers comprehensive benefits with choices to fit our
associates’ varied needs, including the following: medical, dental,
vision, and prescription drug insurance; short and long-term
disability benefits; life insurance plans; Section 401(k)
retirement savings plan with company match; paid vacations and
holidays; incentive programs; an employee assistance program; and
an educational reimbursement program.
Diversity and Inclusion.
We are committed to a diverse and inclusive workplace that is
respectful to all associates and believe this serves as a
cornerstone for a strong company. We employ multiple initiatives to
recruit, train, and advance diverse associates. In the area of
recruitment, for example, we engage in on-campus events and
targeted recruitment strategies that increase our exposure to
diverse populations in order to promote enhanced diversity in our
hiring.
Health and Safety.
Applied is also committed to the safety and well-being of our
associates. In the U.S., all associates are required to complete
specific assigned online training courses annually, which include
offerings on workplace safety hazards and vehicle safety. In
addition, role-specific training is assigned based on the types of
hazards associates may face while carrying out their job function,
such as training modules on operating in confined spaces, forklift
operation, and lockout/tagout procedures. In our most recent fiscal
year, our U.S. associates completed nearly 14,000 such safety
training courses.
From the onset of the COVID-19 pandemic, we focused on protecting
our associates’ health and safety, while ensuring our continued
capability to serve our customers. As a provider of critical parts,
services, and solutions to essential industries, Applied remained
open for business. We implemented significant changes to ensure a
safe operating environment for our associates and to protect our
customers and communities, including remote work as feasible,
social distancing protocols, heightened sanitation procedures, and
masking policies.
BACKLOG AND SEASONALITY
Backlog orders are not material to our business as a whole,
although they are a more important factor for our fluid power, flow
control, and automation businesses. Our business has exhibited
minor seasonality. In particular, sales per day during the first
half of our fiscal year have historically been slightly lower than
the second half due, in part, to the impact of customer plant
shutdowns, summer vacations and holidays.
PATENTS, TRADEMARKS, TRADE NAMES, AND LICENSES
Customer recognition of our service marks and trade names,
including Applied Industrial Technologies®,
Applied®,
and AIT®, 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. We would be adversely affected by the unavailability of
raw materials to our suppliers, prolonged labor disputes
experienced by suppliers or customers, or by events or conditions
that have an adverse effect on industrial activity generally in the
markets we serve or on key customer industries.
WORKING CAPITAL
Our working capital position is discussed in Item 7 under the
caption “Management's Discussion and Analysis of Financial
Condition and Results of Operations.” This information is
incorporated here by reference.
We require substantial working capital related to accounts
receivable and inventories. Significant amounts of inventory are
carried to meet customers' delivery requirements. 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.
ITEM 1A. RISK FACTORS.
In addition to other information set forth in this report, you
should carefully consider the following factors that could
materially affect our business, financial condition, or results of
operations. The risks described below are not the only risks facing
the Company. Certain risks are identified below in Item 7 under the
caption “Management's Discussion and Analysis of Financial
Condition and Results of Operations.” This information is
incorporated here by reference. Additional risks not currently
known to us, risks that could apply broadly to issuers, or risks
that we currently deem immaterial, may also impact our business and
operations. Risks can also change over time. Further, the
disclosure of a risk should not be interpreted to imply that the
risk has not already materialized.
GENERAL ECONOMIC AND INDUSTRY RISKS
Our business depends heavily on the operating levels of our
customers and the factors that affect them, including general
economic conditions.
The markets for our products and services are subject to conditions
or events that affect demand for goods and materials that our
customers produce. Consequently, demand for our products and
services has been and will continue to be influenced by most of the
same factors that affect demand for and production of customers'
goods and materials.
When customers or prospective customers reduce production levels
because of lower demand, increased supply, higher costs, tight
credit conditions, unfavorable currency exchange rates, adverse
trade policies, foreign competition, other competitive
disadvantage, offshoring of production, or other reasons, their
need for our products and services diminishes. Selling prices and
terms of sale come under pressure, adversely affecting the
profitability and the durability of customer relationships, and
credit losses may increase. Inventory management becomes more
difficult in times of economic uncertainty. Volatile economic and
credit conditions also make it more difficult for us, as well as
our customers and suppliers, to forecast and plan future business
activities.
The extent to which the COVID-19 pandemic and measures taken in
response thereto continue to impact our results of operations and
financial condition will depend on future developments, which are
uncertain and cannot be predicted.
The COVID-19 pandemic created significant volatility, uncertainty,
and economic disruption. The effects of the pandemic resulted in
lost or delayed sales to us, and we experienced business
disruptions as we modified our business practices (including
travel, work locations, and cancellation of physical participation
in meetings). While the pandemic’s impact on social and economic
conditions has subsided, the extent to which it will continue to
impact our results of operations and financial condition will
depend on evolving factors that are uncertain and cannot be
predicted, including the following: the duration, spread, and
severity of the pandemic, including due to virus variants, in the
countries in which we operate; responsive measures taken by
governmental authorities, businesses, and individuals; the effect
on our customers and their demand for our products and services;
the effect on our suppliers and disruptions to the global supply
chain; our ability to sell and provide our products and services
and otherwise operate effectively, including as a result of travel
restrictions and associates working from home; disruptions to our
operations resulting from associate illness; restrictions or
disruptions to, or reduced availability of, transportation;
customers’ ability to pay for our services and products; closures
of our facilities or those of our customers or suppliers; the
impact of reduced customer demand on purchasing incentives we earn
from suppliers; and how quickly and to what extent normal economic
and operating conditions can resume. In addition, the pandemic’s
impact on the economy could affect the proper functioning of
financial and capital markets, foreign currency exchange rates,
product and energy costs, and interest rates. The pandemic’s
effects may also amplify the other risks and uncertainties
described in this Annual Report on Form 10-K, and may continue to
materially and adversely affect our business, financial condition,
results of operations, and/or stock price.
Consolidation in our customers' and suppliers' industries could
adversely affect our business and financial results.
Consolidation continues among our product suppliers and customers.
As customer industries consolidate or customers otherwise aggregate
their purchasing power, a greater proportion of our sales could be
derived from large volume contracts, which could adversely impact
margins. Consolidation among customers can produce changes in their
purchasing strategies, potentially shifting blocks of business
among competing distributors and contributing to volatility in our
sales and pressure on prices. Similarly, continued consolidation
among suppliers could reduce our ability to negotiate favorable
pricing and other commercial terms for our inventory purchases.
There can be no assurance we will be able to take advantage of
consolidation trends.
An increase in competition could decrease sales or earnings.
We operate in a highly competitive industry. The industry remains
fragmented, but is consolidating. Our principal competitors are
specialist and general line distributors of bearings, power
transmission products, fluid power components and systems, flow
control solutions, automation technologies, industrial rubber
products, linear motion components, tools, safety products,
oilfield supplies, and other industrial and maintenance supplies.
These competitors include local, regional, national, and
multinational operations, and can include catalog and e-commerce
companies. Competition is largely focused in the local service area
and is generally based on product line breadth, product
availability, service capabilities, and price. Existing competitors
have, and future competitors may have, greater financial or other
resources than we do, broader or more appealing product or service
offerings, greater market presence, stronger relationships with key
suppliers or customers, or better name recognition. If existing or
future competitors seek to gain or to retain market share by
aggressive pricing strategies and sales methods, or otherwise
through competitive advantage, our sales and profitability could be
adversely affected. Our success will also be affected by our
ability to continue to provide competitive offerings as customer
preferences or demands evolve, for example with respect to product
and service types, brands, quality, or prices. Technological
evolution or other factors can render product and service offerings
obsolete, potentially impairing our competitive position and our
inventory values.
Our operations outside the United States increase our exposure to
global economic and political conditions and currency exchange
volatility.
Foreign operations contributed 14% of our sales in 2021. This
presence outside the U.S. increases risks associated with exposure
to more volatile economic conditions, political instability,
cultural and legal differences in conducting business (including
corrupt practices), economic and trade policy actions, and currency
exchange fluctuations.
Our foreign operations' results are reported in the local currency
and then translated into U.S. dollars at applicable exchange rates
for inclusion in our consolidated financial statements.
Fluctuations in currency exchange rates affect our operating
results and financial position, as well as the comparability of
results between financial periods.
STRATEGIC AND OPERATIONAL RISKS
Our business could be adversely affected if we do not successfully
execute our strategies to grow sales and earnings.
We have numerous strategies and initiatives to grow sales,
leveraging the breadth of our product offering, supplier
relationships, and value-added technical capabilities to
differentiate us and improve our
competitive position. We also continually seek to enhance gross
margins, manage costs, and otherwise improve earnings. Many of our
activities target improvements to the consistency of our operating
practices across our hundreds of locations. If we do not implement
these initiatives effectively, or if for other reasons they are
unsuccessful, our business could be adversely
affected.
Loss of key supplier authorizations, lack of product availability,
or changes in distribution programs could adversely affect our
sales and earnings.
Our business depends on maintaining an immediately available supply
of various products to meet customer demand. Many of our
relationships with key product suppliers are longstanding, but are
terminable by either party. The loss of key supplier
authorizations, or a substantial decrease in the availability of
their products, could put us at a competitive disadvantage and have
a material adverse effect on our business. Supply interruptions
could arise from raw materials shortages, inadequate manufacturing
capacity or utilization to meet demand, financial problems or
insolvency, trade issues, labor disputes, public health
emergencies, weather conditions affecting suppliers' production,
transportation disruptions, or other reasons beyond our
control.
In addition, as a distributor, we face the risk of key product
suppliers changing their relationships with distributors generally,
or us in particular, in a manner that adversely impacts us. For
example, key suppliers could change the following: the prices we
must pay for their products relative to other distributors or
relative to competing brands; the geographic or product line
breadth of distributor authorizations; supplier purchasing
incentive or other support programs; product purchase or stocking
expectations; or the extent to which the suppliers seek to serve
end users directly.
The purchasing incentives we earn from product suppliers can be
impacted if we reduce our purchases in response to declining
customer demand.
Certain product suppliers have historically offered to their
distributors, including us, incentives for purchasing their
products. In addition to market or customer account-specific
incentives, certain suppliers pay incentives to the distributor for
attaining specific purchase volumes during a program period. In
some cases, to earn incentives, we must achieve year-over-year
growth in purchases with the supplier. When demand for our products
declines, we may be less inclined to add inventory to take
advantage of certain incentive programs, thereby potentially
adversely impacting our profitability.
Volatility in product, energy, and other costs can affect our
profitability.
Product manufacturers may adjust the prices of products we
distribute for many reasons, including changes in their costs for
raw materials, components, energy, labor, and tariffs and taxes on
imports. In addition, a portion of our own distribution costs is
composed of fuel for our sales and delivery vehicles, freight, and
utility expenses for our facilities. Our ability to pass along
increases in our product and distribution costs in a timely manner
to our customers depends on execution, market conditions, and
contractual limitations. Failing to pass along price increases
timely in an inflationary environment, or not maintaining sales
volume while increasing prices, could significantly reduce our
profitability.
While increases in the cost of products or energy could be damaging
to us, decreases in those costs, particularly if severe, could also
adversely impact us by creating deflation in selling prices, which
could cause our gross profit margin to deteriorate. Changes in
energy or raw materials costs can also adversely affect customers;
for example, declines in oil, gas, and coal prices may negatively
impact customers operating in those industries and, consequently,
our sales to those customers.
Changes in customer or product mix and downward pressure on sales
prices could cause our gross profit percentage to fluctuate or
decline.
Because we serve thousands of customers in many end markets, and
offer millions of products, with varying profitability levels,
changes in our customer or product mix could cause our gross profit
percentage to fluctuate or decline. Downward pressure on sales
prices could also cause our gross profit percentage to fluctuate or
decline. We can experience downward pressure on sales prices as a
result of deflation, pressure from customers to reduce costs, or
increased competition.
Our ability to transact business is highly reliant on information
systems. A disruption or security breach could materially affect
our business, financial condition, or results of operation.
We depend on information systems to, among other things, process
customer orders, manage inventory and accounts receivable
collections, purchase products, manage accounts payable processes,
ship products to customers on a timely basis, maintain
cost-effective operations, provide superior service to customers,
conduct business communications, and compile financial results. A
serious, prolonged disruption of our information systems, due to
man-made or natural causes, including power or telecommunications
outage, or breach in security, could materially impair fundamental
business processes and increase expenses, decrease sales, or
otherwise reduce earnings.
Because of our reliance on information systems, we are vulnerable
to the growing threat of damage or intrusion from computer viruses
or other cyber-attacks, including ransomware and business e-mail
compromise, on our systems. Despite precautions taken to prevent or
mitigate the risks of such incidents, breaches of our systems could
not only cause business disruption, but could also result in the
theft of funds, the theft, loss, or disclosure of
proprietary or confidential information, or the breach of customer,
supplier, or employee information. A security incident involving
our systems, or even an inadvertent failure to comply with data
privacy and security laws and regulations, could negatively impact
our sales, damage our reputation, and cause us to incur
unanticipated legal liability, remediation costs, and other losses
and expenses.
Acquisitions are a key component of our anticipated growth. We may
not be able to identify or to complete future acquisitions, to
integrate them effectively into our operations, or to realize their
anticipated benefits.
Many industries we serve are mature. As a result, acquisitions of
businesses have been important to our growth. While we wish to
continue to acquire businesses, we may not be able to identify and
to negotiate suitable acquisitions, to obtain financing for them on
satisfactory terms, or otherwise to complete acquisitions. In
addition, existing and future competitors, and private equity
firms, increasingly compete with us for acquisitions, which can
increase prices and reduce the number of suitable opportunities;
the acquisitions they make can also adversely impact our market
position.
We seek acquisition opportunities that complement and expand our
operations. However, substantial costs, delays, or other
difficulties related to integrating acquisitions could adversely
affect our business or financial results. For example, we could
face significant challenges in consolidating functions, integrating
information systems, personnel, and operations, and implementing
procedures and controls in a timely and efficient
manner.
Further, even if we successfully integrate the acquisitions with
our operations, we may not be able to realize cost savings, sales,
profit levels, or other benefits that we anticipate from these
acquisitions, either as to amount or in the time frame we expect.
Our ability to realize anticipated benefits may be affected by a
number of factors, including the following: our ability to achieve
planned operating results, to reduce duplicative expenses and
inventory effectively, and to consolidate facilities; economic and
market factors; the incurrence of significant integration costs or
charges in order to achieve those benefits; our ability to retain
key product supplier authorizations, customer relationships, and
employees; our ability to address competitive, distribution, and
regulatory challenges arising from entering into new markets
(geographic, product, service, end-industry, or otherwise),
especially those in which we may have limited or no direct
experience; and exposure to unknown or contingent liabilities of
the acquired company. In addition, acquisitions could place
significant demand on administrative, operational, and financial
resources.
An interruption of operations at our headquarters or distribution
centers, or in our means of transporting product, could adversely
impact our business.
Our business depends on maintaining operating activity at our
headquarters and distribution centers, and being able to receive
and deliver product in a timely manner. A serious, prolonged
interruption due to power or telecommunications outage, security
incident, terrorist attack, public health emergency, earthquake,
extreme weather events, other natural disasters, fire, flood,
transportation disruption, or other interruption could have a
material adverse effect on our business and financial
results.
FINANCIAL AND REPORTING RISKS
Our indebtedness entails debt service commitments that could
adversely affect our ability to fulfill our obligations and could
limit or reduce our flexibility.
As of June 30, 2021, we had total debt obligations outstanding of
$829.4 million. Our ability to service our debt and fund our other
liquidity needs will depend on our ability to generate cash in the
future. Our debt commitments may (i) require us to dedicate a
substantial portion of our cash flows from operations to the
payment of debt service, reducing the availability of our cash flow
to fund planned capital expenditures, pay dividends, repurchase our
shares, complete other acquisitions or strategic initiatives, and
other general corporate purposes; (ii) limit our ability to obtain
additional financing in the future (either at all or on
satisfactory terms) to enable us to react to changes in our
business or execute our growth strategies; and (iii) place us at a
competitive disadvantage compared to businesses in our industry
that have lower levels of indebtedness. Additionally, any failure
to comply with covenants in the instruments governing our debt
could result in an event of default. Any of the foregoing events or
circumstances relating to our indebtedness may adversely affect our
business, financial position, or results of operations and may
cause our stock price to decline.
Although the credit market turmoil of a decade ago did not have a
significant adverse impact on our liquidity or borrowing costs, the
availability of funds tightened and credit spreads on corporate
debt increased. If credit market volatility were to return,
obtaining additional or replacement financing could be more
difficult and the cost of issuing new debt or replacing a credit
facility could be higher than under our current facilities. Tight
credit conditions could limit our ability to finance acquisitions
on terms acceptable to us.
For more information regarding borrowing and interest rates, see
the following sections below: “Liquidity and Capital Resources” in
Item 7 under the caption “Management's Discussion and Analysis of
Financial Condition and Results of Operations;” Item 7A under the
caption “Quantitative and Qualitative Disclosures about Market
Risk;”
and notes 6 and 7 to the consolidated financial statements,
included below in Item 8 under the caption “Financial Statements
and Supplementary Data.” That information is incorporated here by
reference.
Our ability to maintain effective internal control over financial
reporting may be insufficient to allow us to accurately report our
financial results or prevent fraud, and this could cause our
financial statements to become materially misleading and adversely
affect the trading price of our common stock.
We require effective internal control over financial reporting in
order to provide reasonable assurance with respect to our financial
reports and to effectively prevent fraud. Internal control over
financial reporting may not prevent or detect misstatements because
of its inherent limitations, including the possibility of human
error, the circumvention or overriding of controls, or fraud.
Therefore, even effective internal controls can provide only
reasonable assurance with respect to the preparation and fair
presentation of financial statements. If we cannot provide
reasonable assurance with respect to our financial statements and
effectively prevent fraud, our financial statements could be
materially misstated, which could adversely affect the trading
price of our common stock.
If we are not able to maintain the adequacy of our internal control
over financial reporting, including any failure to implement
required new or improved controls, or if we experience difficulties
in their implementation, our business, financial condition and
operating results could be harmed. Any material weakness could
affect investor confidence in the accuracy and completeness of our
financial statements. As a result, our ability to obtain any
additional financing, or additional financing on favorable terms,
could be materially and adversely affected. This, in turn, could
materially and adversely affect our business, financial condition,
and the market value of our stock and require us to incur
additional costs to improve our internal control systems and
procedures. In addition, perceptions of the Company among
customers, suppliers, lenders, investors, securities analysts, and
others could also be adversely affected.
Goodwill, long-lived, and other intangible assets recorded as a
result of our acquisitions could become impaired.
We review goodwill, long-lived assets, including property, plant
and equipment and identifiable amortizing intangible assets, for
impairment whenever changes in circumstances or events may indicate
that the carrying amounts are not recoverable. Factors which may
cause an impairment of long-lived assets include significant
changes in the manner of use of these assets, negative industry or
market trends, significant underperformance relative to historical
or projected future operating results, or a likely sale or disposal
of the asset before the end of its estimated useful life. In 2021,
we recorded a $49.5 million non-cash charge for the impairment of
certain intangible, lease, and fixed assets.
As of June 30, 2021, we had remaining $560.1 million of goodwill
and $279.6 million of other intangible assets, net. We assess all
existing goodwill at least annually for impairment on a reporting
unit basis. The techniques used in our qualitative assessment and
goodwill impairment tests incorporate a number of estimates and
assumptions that are subject to change. Although we believe these
estimates and assumptions are reasonable and reflect market
conditions forecasted at the assessment date, any changes to these
assumptions and estimates due to market conditions or otherwise may
lead to an outcome where impairment charges would be required in
future periods.
We may be adversely affected by changes in LIBOR reporting
practices or the method by which LIBOR is determined.
As of June 30, 2021, we had approximately $738.6 million of
aggregate consolidated indebtedness that was indexed to the London
Interbank Offered Rate (“LIBOR”). As of June 30, 2021,
approximately $420.0 million of this variable rate debt was
converted to a fixed rate through an interest rate swap. The swap
agreement, entered into in January 2019 and subsequently amended
and extended, is indexed to LIBOR. The U.K. Financial Conduct
Authority (FCA), which regulates LIBOR, announced in 2017 that it
will no longer persuade or require banks to submit rates for LIBOR
after 2021. However, in March 2021, the FCA proposed to extend
publication of the most commonly used U.S. dollar LIBOR tenors,
including those tenors most relevant to us, through June 30, 2023.
Any of our LIBOR-based borrowings that extend beyond June 30, 2023
will need to be converted to a replacement rate prior to that date.
Regulators and industry groups have identified recommended
alternatives for certain reference rates, but there continues to be
considerable uncertainty about what benchmark or benchmarks will
replace LIBOR and when that will occur. The full impact of the
transition away from LIBOR remains unclear, but the transition and
related changes may have a material adverse impact on the
availability of financing and on our financing costs.
GENERAL RISK FACTORS
Our business depends on our ability to attract, develop, motivate,
and retain qualified employees.
Our success depends on hiring, developing, motivating, and
retaining key employees, including executive, managerial, sales,
professional, and other personnel. We may have difficulty
identifying and hiring qualified personnel. In addition, we may
have difficulty retaining such personnel once hired, and key people
may leave and compete against us. With respect to sales and
customer service positions in particular, we greatly benefit from
having employees who are familiar with the products and services we
sell, and their applications, as well as with our customer and
supplier
relationships. The loss of key employees or our failure to attract
and retain other qualified workers could disrupt or adversely
affect our business. In addition, our operating results could be
adversely affected by increased competition for employees,
shortages of qualified workers, higher employee turnover (including
through retirement as the workforce ages), or increased employee
compensation or benefit costs.
We are subject to legal, regulatory, and litigation risks, which
may have a material adverse effect on our business.
We are subject to a wide array of laws and regulations. Changes in
the legal and regulatory environment in which we operate, including
with respect to taxes, international trade, employment laws, and
data privacy, could adversely and materially affect the
Company.
In addition, from time to time, we are involved in lawsuits or
other legal proceedings that arise from our business. These may,
for example, relate to product liability claims, commercial
disputes, personal injuries, or employment-related matters. In
addition, we could face claims or additional costs arising from our
compliance with regulatory requirements, including those relating
to the following: our status as a public company; our government
contracts; tax compliance; our engagement in international trade;
and our collection, storage, or transmission of personal
data.
We maintain insurance policies that provide limited coverage for
some, but not all, of the potential risks and liabilities
associated with our business. The policies are subject to limits,
deductibles, and exclusions that result in our retention of a level
of risk on a self-insured basis.
The defense and ultimate outcome of lawsuits or other legal
proceedings or inquiries may result in higher operating expenses,
the inability to participate in existing or future government
contacts, or other adverse consequences, which could have a
material adverse effect on our business, financial condition, or
results of operations.
ITEM 1B.
UNRESOLVED STAFF COMMENTS.
Not applicable.
ITEM 2.
PROPERTIES.
We believe having a local presence is important to serving our
customers, so we maintain service centers and other operations in
local markets throughout the countries in which we operate. At June
30, 2021, we owned real properties at 115 locations and leased 418
locations. Certain properties house more than one
operation.
The following were our principal owned real properties (each of
which has more than 50,000 square feet of floor space) at June 30,
2021:
|
|
|
|
|
|
Location of Principal Owned
Real Property |
Type of Facility |
Cleveland, Ohio |
Corporate headquarters |
Atlanta, Georgia |
Distribution center, service center, hose shop |
Florence, Kentucky |
Distribution center |
Baldwinsville, New York |
Offices, warehouse, and fluid power shop |
Carlisle, Pennsylvania |
Distribution center |
Fort Worth, Texas |
Distribution center and rubber shop |
Our principal leased real properties (each of which has more than
50,000 square feet of floor space) at June 30, 2021
were:
|
|
|
|
|
|
Location of Principal Leased
Real Property |
Type of Facility |
Fontana, California |
Distribution center, rubber shop, fluid power shop, and service
center |
Newark, California |
Fluid power shop |
Midland, Michigan |
Flow control shop |
Strongsville, Ohio |
Offices and warehouse |
Portland, Oregon |
Distribution center |
Stafford, Texas |
Offices, warehouse, and flow control shop |
Longview, Washington |
Service center, rubber shop, and fluid power shop |
Nisku, Alberta |
Offices, service center, and shops |
The properties in Baldwinsville, Newark, Midland, and Stafford are
used in our Fluid Power & Flow Control segment. The Fontana and
Longview properties are used in both the Service Center Based
Distribution segment and the Fluid Power & Flow Control
segment. The remaining properties are used in 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 and
types of inventory the service center requires to meet customers'
needs.
When opening new operations, we have tended to lease rather than
purchase real property. We do not consider any service center,
distribution center, or shop property to be material, because we
believe that, if it becomes necessary or desirable to relocate an
operation, other suitable property could be found.
In addition to operating locations, we own or lease 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.
ITEM 3.
LEGAL PROCEEDINGS.
Applied and/or one of its subsidiaries is a party to pending legal
proceedings with respect to product liability, commercial, personal
injury, employment, and other matters. Although it is not possible
to predict the outcome of these proceedings or the range of
reasonably possible loss, we do not expect, based on circumstances
currently known, that the ultimate resolution of any of these
proceedings will have, either individually or in the aggregate, a
material adverse effect on Applied's consolidated financial
position, results of operations, or cash flows.
ITEM 4.
MINE SAFETY DISCLOSURES.
Not applicable.
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 organization 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 most recently elected to their
current positions on October 27, 2020:
:
|
|
|
|
|
|
|
|
|
Name |
Positions and Experience |
Age |
Neil A. Schrimsher |
President since 2013 and Chief Executive Officer since
2011. |
57 |
Fred D. Bauer |
Vice President-General Counsel since 2002 and Secretary since
2001. |
55 |
Warren E. Hoffner |
Vice President, General Manager-Fluid Power & Flow Control
since October 2018. He served as Vice President, General
Manager-Fluid Power from 2003 to October 2018. The Board of
Directors designated Mr. Hoffner an executive officer in
2015. |
61 |
Kurt W. Loring |
Vice President-Chief Human Resources Officer since
2014. |
52 |
David K. Wells |
Vice President-Chief Financial Officer & Treasurer since
September 2017. He served as Vice President-Finance from May 2017
through August 2017. Prior to joining Applied, from 2015 to May
2017, Mr. Wells was Vice President & Chief Financial Officer of
ESAB, a manufacturer of welding and material cutting products and a
division of Colfax Corporation (NYSE: CFX). Prior to then he was
Vice President & Chief Financial Officer of Apex Tool Group, a
manufacturer of hand and power tools. |
58 |
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 with the ticker symbol “AIT.” On
August 6, 2021, there were 3,511 shareholders of record
including 2,356 shareholders in the Applied Industrial
Technologies, Inc. Retirement Savings Plan.
The following table summarizes Applied's repurchases of its common
stock in the quarter ended June 30, 2021.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Period |
(a) Total Number of Shares |
|
(b) Average Price Paid per Share ($) |
|
(c) Total Number of Shares Purchased as Part of Publicly Announced
Plans or Programs |
|
(d) Maximum Number of Shares that May Yet Be Purchased Under the
Plans or Programs (1) |
April 1, 2021 to April 30, 2021 |
— |
|
— |
|
|
— |
|
864,618 |
|
May 1, 2021 to May 31, 2021 |
379,678 |
|
100.37 |
|
|
379,678 |
|
484,940 |
|
June 1, 2021 to June 30, 2021 |
20,322 |
|
97.37 |
|
|
20,322 |
|
464,618 |
|
Total |
400,000 |
|
100.22 |
|
|
400,000 |
|
464,618 |
|
(1)On
October 24, 2016, the Board of Directors authorized the repurchase
of up to 1.5 million shares of the Company's common stock,
replacing the prior authorization. We publicly announced the new
authorization on October 26, 2016. Purchases can be made in the
open market or in privately negotiated transactions. The
authorization is in effect until all shares are purchased, or the
Board revokes or amends the authorization.
ITEM 6.
SELECTED FINANCIAL DATA.
This selected financial data should be read in conjunction with
Applied's consolidated financial statements and related notes
included elsewhere in this annual report as well as the section of
the annual report titled Item 7. Management's Discussion and
Analysis of Financial Condition and Results of
Operations.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands, except per share amounts and statistical
data)
|
|
2021 |
|
2020 |
|
2019 |
|
2018
(d)
|
|
2017 |
|
|
Consolidated Operations — Year Ended June 30 |
|
|
|
|
|
|
|
|
|
|
|
|
Net sales |
|
$ |
3,235,919 |
|
$ |
3,245,652 |
|
$ |
3,472,739 |
|
$ |
3,073,274 |
|
$ |
2,593,746 |
|
|
Depreciation and amortization of property |
|
20,780 |
|
21,196 |
|
20,236 |
|
17,798 |
|
15,306 |
|
|
Amortization: |
|
|
|
|
|
|
|
|
|
|
|
|
Intangible assets |
|
34,365 |
|
41,553 |
|
41,883 |
|
32,065 |
|
24,371 |
|
|
SARs and stock options |
|
2,526 |
|
2,954 |
|
2,437 |
|
1,961 |
|
1,891 |
|
|
Operating income
(a) (b) (c)
|
|
205,454 |
|
88,989 |
|
233,788 |
|
225,827 |
|
175,386 |
|
|
Net income
(a) (b) (c) (e)
|
|
144,757 |
|
24,042 |
|
143,993 |
|
141,625 |
|
133,910 |
|
|
Per share data: |
|
|
|
|
|
|
|
|
|
|
|
|
Net income: |
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
3.73 |
|
0.62 |
|
3.72 |
|
3.65 |
|
3.43 |
|
|
Diluted
(a) (b) (c)
|
|
3.68 |
|
0.62 |
|
3.68 |
|
3.61 |
|
3.40 |
|
|
Cash dividend |
|
1.30 |
|
1.26 |
|
1.22 |
|
1.18 |
|
1.14 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year-End Position — June 30 |
|
|
|
|
|
|
|
|
|
|
|
|
Working capital |
|
$ |
768,875 |
|
$ |
733,686 |
|
$ |
724,344 |
|
$ |
625,469 |
|
$ |
572,789 |
|
|
Long-term debt (including portion classified as
current) |
|
829,396 |
|
935,276 |
|
959,829 |
|
966,063 |
|
291,982 |
|
|
Total assets |
|
2,271,807 |
|
2,283,551 |
|
2,331,697 |
|
2,285,741 |
|
1,387,595 |
|
|
Shareholders’ equity |
|
932,546 |
|
843,542 |
|
897,034 |
|
814,963 |
|
745,256 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year-End Statistics — June 30 |
|
|
|
|
|
|
|
|
|
|
|
|
Current ratio |
|
2.8 |
|
2.7 |
|
2.7 |
|
2.4 |
|
2.8 |
|
|
Operating facilities |
|
568 |
|
580 |
|
600 |
|
610 |
|
552 |
|
|
Shareholders of record |
|
3,535 |
|
3,772 |
|
4,165 |
|
4,323 |
|
4,687 |
|
|
Return on assets
(a)
(b) (c) (e) (f)
|
|
6.4 |
% |
|
1.0 |
% |
|
6.3 |
% |
|
8.0 |
% |
|
10.2 |
% |
|
|
Return on equity
(a)
(b) (c) (e) (g)
|
|
16.3 |
% |
|
2.8 |
% |
|
16.8 |
% |
|
18.2 |
% |
|
19.1 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital expenditures |
|
$ |
15,852 |
|
$ |
20,115 |
|
$ |
18,970 |
|
$ |
23,230 |
|
$ |
17,045 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Returned to Shareholders During the Year |
|
|
|
|
|
|
|
|
|
|
|
|
Dividends paid |
|
$ |
50,664 |
|
$ |
48,873 |
|
$ |
47,266 |
|
$ |
45,858 |
|
$ |
44,619 |
|
|
Purchases of treasury shares |
|
40,089 |
|
— |
|
11,158 |
|
22,778 |
|
8,242 |
|
|
Total |
|
$ |
90,753 |
|
$ |
48,873 |
|
$ |
58,424 |
|
$ |
68,636 |
|
$ |
52,861 |
|
|
(a)In
fiscal 2021, the Company recognized a non-cash impairment charge of
$49.5 million as a result of reduced economic conditions and
business alignment initiatives related to a portion of the Service
Center Based Distribution segment exposed to oil and gas end
markets.
Excluding the impairment charge, the fiscal 2021 return on assets
would be 8.0% and return on equity would be 20.6%.
(b)A
goodwill impairment charge in fiscal 2020 reduced operating income
by $131.0 million, net income by $118.8 million, and diluted
earnings per share by $3.04. Excluding the goodwill impairment
charge, the fiscal 2020 return on assets would be 6.5% and return
on equity would be 16.4%.
(c)A
long-lived intangible asset impairment charge in fiscal 2019
reduced operating income by $31.6 million, net income by $26.9
million, and diluted earnings per share by $0.69, which includes
the impact of a $3.8 million valuation allowance on certain
Canadian deferred tax assets. Excluding the long-lived intangible
asset impairment charge, the fiscal 2019 return on assets would be
7.5% and return on equity would be 20.0%.
(d)FY
2018 includes the acquisition of FCX Performance, Inc. from the
acquisition date of 1/31/2018.
(e)FY
2017 includes a tax benefit pertaining to a worthless stock tax
deduction of $22.2 million, or $0.56 per share. Excluding the
worthless stock tax deduction, the fiscal 2017 return on assets
would be 8.5% and return on equity would be 16.2%.
(f)Return
on assets is calculated as net income divided by monthly average
assets.
(g)Return
on equity is calculated as net income divided by the average
shareholders’ equity (beginning of the year plus end
of
the
year divided by 2).
ITEM 7.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND
RESULTS OF OPERATIONS.
OVERVIEW
With approximately 5,900 associates across North America,
Australia, New Zealand, and Singapore, Applied Industrial
Technologies, Inc. ("Applied," the "Company," "We," "Us," or "Our")
is a leading value-added distributor and technical solutions
provider of industrial motion, fluid power, flow control,
automation technologies, and related maintenance supplies. Our
leading brands, specialized services, and comprehensive knowledge
serve MRO (Maintenance, Repair & Operations) and OEM (Original
Equipment Manufacturer) end users in virtually all industrial
markets through our multi-channel capabilities that provide choice,
convenience, and expertise. We have a long tradition of growth
dating back to 1923, the year our business was founded in
Cleveland, Ohio. At June 30, 2021, business was conducted in
the United States, Puerto Rico, Canada, Mexico, Australia, New
Zealand, and Singapore from approximately 568
facilities.
The following is Management's Discussion and Analysis of
significant factors that have affected our financial condition,
results of operations and cash flows during the periods included in
the accompanying consolidated balance sheets, statements of
consolidated income, consolidated comprehensive income and
consolidated cash flows in Item 8 under the caption "Financial
Statements and Supplementary Data." When reviewing the discussion
and analysis set forth below, please note that a significant number
of SKUs (Stock Keeping Units) we sell in any given year were not
sold in the comparable period of the prior year, resulting in the
inability to quantify certain commonly used comparative metrics
analyzing sales, such as changes in product mix and
volume.
Our fiscal 2021 consolidated sales were $3.2 billion, a decrease
of
$9.7 million
or 0.3% compared to the prior year, with the acquisitions of
Olympus Controls (Olympus), Advanced Control Solutions (ACS) and
Gibson Engineering (Gibson) increasing sales by $44.1 million or
1.4% and
favorable foreign currency of $16.5 million increasing sales by
0.5%. Gross profit margin was 28.9% for both fiscal 2021 and 2020.
Operating margin increased to 6.3% in fiscal 2021 from 2.7% in
fiscal 2020.
Our earnings per share was $3.68 in fiscal 2021 versus $0.62 in
fiscal year 2020.
Fiscal 2021 results include a $49.5 million pre-tax non-cash charge
related to the impairment of certain intangible, lease, and fixed
assets, as well as non-routine costs of $7.8 million pre-tax. These
items are the result of weaker economic conditions and business
alignment initiatives across a portion of the Service Center Based
Distribution segment operations exposed to oil and gas end markets.
Total non-routine costs of $7.8 million pre-tax include a $7.4
million inventory reserve charge recorded within cost of sales, and
$0.4 million related to severance and facility consolidation
recorded in selling, distribution and administrative expense. These
charges were offset in the current year by other non-routine income
of $2.6 million. On a net basis, the fiscal 2021 non-routine items
unfavorably impacted operating income by $54.7 million, net income
by $41.7 million, and earnings per share by $1.06 per share. The
prior year included a $131.0 million non-cash goodwill impairment
charge recorded during fiscal 2020 related to the goodwill
associated with the Company's FCX Performance, Inc. (FCX)
operations within the Fluid Power & Flow Control segment. The
non-cash goodwill impairment charge decreased net income by $118.8
million and earnings per share by $3.04 per share for fiscal
2020.
Fiscal 2021 ended on a positive note as underlying demand continued
to strengthen across both segments during the fourth quarter
reflecting sustained recovery in our core end-markets and momentum
across our internal growth initiatives. We are managing inflation
well and controlling costs, while benefiting from productivity
enhancements. Fiscal 2022 is off to a positive start with organic
sales through early August up by a high-teens percent over the
prior year and customer indications signaling sustained demand
momentum.
Shareholders’ equity was $932.5 million at June 30, 2021
compared to $843.5 million at June 30, 2020. Working capital
increased $35.2 million from June 30, 2020 to $768.9 million
at June 30, 2021. The current ratio was 2.8 to 1 and 2.7 to 1
at June 30, 2021 and at
June 30, 2020, respectively.
Applied monitors several economic indices that have been key
indicators for industrial economic activity in the United States.
These include the Industrial Production (IP) and Manufacturing
Capacity Utilization (MCU) indices published by the Federal Reserve
Board and the Purchasing Managers Index (PMI) published by the
Institute for Supply Management (ISM). Historically, our
performance correlates well with the MCU, which measures
productivity and calculates a ratio of actual manufacturing output
versus potential full capacity output. When manufacturing plants
are running at a high rate of capacity, they tend to wear out
machinery and require replacement parts.
The MCU (total industry) and IP indices increased since June 2020
correlating with an overall increase in the economy in the same
period. The ISM PMI registered 60.6 in June 2021, an increase from
the June 2020 revised
reading of 52.2. A reading above 50 generally indicates expansion.
The index readings for the months during the most recent quarter,
along with the revised indices for previous quarter ends, were as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
Index Reading |
Month |
MCU |
PMI |
IP |
June 2021 |
75.4 |
60.6 |
97.9 |
May 2021 |
75.1 |
61.2 |
97.9 |
April 2021 |
74.6 |
60.7 |
97.1 |
March 2021 |
74.6 |
64.7 |
97.5 |
December 2020 |
74.1 |
60.5 |
96.8 |
September 2020 |
72.1 |
55.7 |
94.2 |
June 2020 |
68.7 |
52.2 |
89.1 |
RESULTS OF OPERATIONS
This discussion and analysis deals with comparisons of material
changes in the consolidated financial statements for the years
ended June 30, 2021 and 2020. For the comparison of the years
ended June 30, 2020 and 2019, see the Management's Discussion
and Analysis of Financial Condition and Results of Operations in
Part II, Item 7 of our 2020 Annual Report on Form
10-K.
The following table is included to aid in review of Applied’s
statements of consolidated income.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended June 30,
As a % of Net Sales |
|
Change in $'s Versus Prior Period |
|
2021 |
|
2020 |
|
% Change |
Net Sales |
100.0 |
% |
|
100.0 |
% |
|
(0.3) |
% |
Gross Profit Margin |
28.9 |
% |
|
28.9 |
% |
|
(0.2) |
% |
Selling, Distribution & Administrative Expense |
21.0 |
% |
|
22.1 |
% |
|
(5.2) |
% |
Operating Income |
6.3 |
% |
|
2.7 |
% |
|
130.9 |
% |
Net Income |
4.5 |
% |
|
0.7 |
% |
|
502.1 |
% |
Sales in fiscal 2021 were $3.2 billion, which was $9.7 million or
0.3% below the prior year, with sales from acquisitions adding
$44.1 million or 1.4% and favorable foreign currency translation
accounting for an increase of $16.5 million or 0.5%. There were
252.5 selling days in fiscal 2021 and 253.5 selling days in fiscal
2020. Excluding the impact of businesses acquired and foreign
currency translation, sales were down $70.3 million or 2.2% during
the year, driven by a 1.8% decrease from operations and a 0.4%
decrease due to one less sales day. The decrease from operations is
due to weak demand across key end markets from the impact of the
COVID-19 pandemic, although sales improved as the year
progressed.
The following table shows changes in sales by reportable
segment.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts in millions |
|
|
|
Amount of change due to |
|
Year ended June 30, |
Sales (Decrease) Increase |
Acquisitions |
Foreign Currency |
Organic Change |
Sales by Reportable Segment |
2021 |
2020 |
Service Center Based Distribution |
$ |
2,199.5 |
|
$ |
2,241.9 |
|
$ |
(42.4) |
|
$ |
— |
|
$ |
16.5 |
|
$ |
(58.9) |
|
Fluid Power & Flow Control |
1,036.4 |
|
1,003.7 |
|
32.7 |
|
44.1 |
|
— |
|
(11.4) |
|
Total |
$ |
3,235.9 |
|
$ |
3,245.7 |
|
$ |
(9.7) |
|
$ |
44.1 |
|
$ |
16.5 |
|
$ |
(70.3) |
|
Sales of our Service Center Based Distribution segment, which
operates primarily in MRO markets, decreased $42.4 million, or
1.9%. Favorable foreign currency translation increased sales by
$16.5 million or 0.7%. Excluding the impact of businesses acquired
and the impact of foreign currency translation, sales decreased
$58.9 million or 2.6% during the year, driven by a 2.2% decrease
from operations and a decrease of 0.4% due to one less sales day.
The decrease from operations reflects weaker industrial end-market
demand from the impact of the COVID-19 pandemic, although sales
improved as the year progressed.
Sales of our Fluid Power & Flow Control segment increased $32.7
million or 3.3%. Acquisitions within this segment, primarily ACS
and Gibson, increased sales $44.1 million or 4.4%. Excluding the
impact of businesses acquired, sales decreased $11.4 million or
1.1%, driven by a 0.7% decrease from operations and by a decrease
of 0.4% due to one less sales day. The decrease from operations is
primarily due to ongoing soft demand across process-related end
markets, offset by stronger demand across technology, off-highway
mobile, life sciences, and chemical end markets, as well as
automation-related sales.
The following table shows changes in sales by geographical area.
Other countries includes Mexico, Australia, New Zealand, and
Singapore.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts in millions |
|
|
|
Amount of change due to |
|
Year ended June 30, |
Sales (Decrease) Increase |
Acquisitions |
Foreign Currency |
Organic Change |
Sales by Geographic Area |
2021 |
2020 |
United States |
$ |
2,782.9 |
|
$ |
2,819.4 |
|
$ |
(36.5) |
|
$ |
44.1 |
|
$ |
— |
|
$ |
(80.6) |
|
Canada |
255.4 |
|
248.6 |
|
6.8 |
|
— |
|
11.6 |
|
(4.8) |
|
Other countries |
197.7 |
|
177.7 |
|
20.0 |
|
— |
|
4.9 |
|
15.1 |
|
Total |
$ |
3,235.9 |
|
$ |
3,245.7 |
|
$ |
(9.7) |
|
$ |
44.1 |
|
$ |
16.5 |
|
$ |
(70.3) |
|
Sales in our U.S. operations decreased $36.5 million or 1.3%, with
acquisitions adding $44.1 million or 1.6%. Excluding the impact of
businesses acquired, U.S. sales were down $80.6 million or 2.9%,
driven by a decrease of 2.5% from operations and by a decrease of
0.4% due to one less sales days. Sales from our Canadian operations
increased $6.8 million or 2.7%, while favorable foreign currency
translation increased Canadian sales by $11.6 million or 4.7%.
Excluding the impact of foreign currency translation, Canadian
sales were down $4.8 million or 2.0%, driven by a decrease of 1.6%
from operations and by a decrease of 0.4% due to one less sales
days. Consolidated sales from our other country operations
increased $20.0 million or 11.3% compared to the prior year.
Favorable foreign currency translation increased other country
sales by $4.9 million or 2.7%. Excluding the impact of foreign
currency translation, other country sales were up $15.1 million or
8.6% compared to the prior year, driven by an increase of 9.2% from
operations, primarily a $10.9 million increase in Australian sales
due to increased demand in the mining industry, offset by a
decrease of 0.6% due to less sales days.
The gross profit margin was 28.9% in both fiscal 2021 and
2020.
The following table shows the changes in selling, distribution, and
administrative expense (SD&A).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts in millions |
|
|
|
Amount of change due to |
|
Year ended June 30, |
SD&A Decrease |
Acquisitions |
Foreign Currency |
Organic Change |
|
2021 |
2020 |
SD&A |
$ |
680.5 |
|
$ |
717.7 |
|
$ |
(37.2) |
|
$ |
11.9 |
|
$ |
4.9 |
|
$ |
(54.0) |
|
SD&A consists of associate compensation, benefits and other
expenses associated with selling, purchasing, warehousing, supply
chain management, and marketing and distribution of the Company’s
products, as well as costs associated with a variety of
administrative functions such as human resources, information
technology, treasury, accounting, insurance, legal, facility
related expenses and expenses incurred in acquiring businesses.
SD&A decreased $37.2 million or 5.2% during fiscal 2021
compared to the prior year, and as a percentage of sales decreased
to 21.0% in fiscal 2021 compared to 22.1% in fiscal 2020. Changes
in foreign currency exchange rates had the effect of increasing
SD&A by
$4.9 million or 0.7% compared to the prior year. SD&A from
businesses acquired added $11.9 million or 1.7%, including $1.1
million of intangibles amortization related to acquisitions.
Excluding the impact of businesses acquired and the favorable
impact from foreign currency translation, SD&A decreased $54.0
million or 7.6% during fiscal 2021 compared to fiscal 2020. The
Company incurred $0.4 million of non-routine expenses related to
severance and closed facilities during fiscal 2021 compared to $5.1
million non-routine expenses related to severance and facility
consolidation during fiscal 2020. Excluding the impact of
acquisitions and severance, total compensation decreased $14.1
million during fiscal 2021, primarily due to cost reduction actions
taken by the Company in response to the COVID-19 pandemic,
including headcount reductions, temporary furloughs and pay
reductions, and suspension of the 401(k) company match. All of the
temporary cost reductions have been reinstated in the second half
of fiscal 2021. Also, excluding the impact of acquisitions, travel
& entertainment and fleet expenses decreased $12.2 million
during 2021, primarily due to continued reduced travel activity
related to COVID-19. In addition, bad debt expense decreased $7.5
million, primarily due to provisions recorded in the prior year for
customer credit deterioration and bankruptcies primarily in the
Service Center Based Distribution segment, offset by strong cash
collections and an improvement in the overall credit profile of
the
accounts receivable portfolio in fiscal 2021. Further, excluding
the impact of acquisitions, intangible amortization expense
decreased $8.3 million during fiscal 2021 primarily due to the
intangible impairment recorded during the year. All other expenses
within SD&A were down $7.2 million.
During the second quarter of fiscal 2021, the Company determined
that an impairment existed in two of its three asset groups within
the Service Center Based Distribution segment that have significant
exposure to oil and gas end markets as the asset groups' carrying
values exceeded the sum of the undiscounted cash flows. The fair
values of the long-lived assets were determined using the income
approach, and the analyses resulted in the measurement of an
intangible asset impairment loss of $45.0 million, as the fair
value of the intangible assets was determined to be zero. The
analyses of these asset groups also resulted in a fixed asset
impairment loss and leased asset impairment loss of $2.0 million
and $2.5 million, respectively, which were recorded in fiscal 2021.
Combined, the non-cash impairment charges decreased net income by
$37.8 million and earnings per share by $0.96 per share for fiscal
2021.
As a result of the Company's annual goodwill impairment test in
fiscal 2020, the Company recorded a $131.0 million non-cash
goodwill impairment charge related to the Company's FCX operations
in the Fluid Power & Flow Control segment, primarily due to the
overall decline in the industrial economy, specifically slower
demand in FCX's end markets. The non-cash goodwill impairment
charge decreased net income by $118.8 million and earnings per
share by $3.04 per share for fiscal 2020.
Operating income increased $116.5 million, or 130.9%, to $205.5
million during fiscal 2021 from $89.0 million during fiscal 2020,
and as a percentage of sales, increased to 6.3% from 2.7%,
primarily as a result of the goodwill impairment expense recorded
during fiscal 2020 offset by the intangible impairment recorded in
fiscal 2021.
Operating income, before impairment charges, as a percentage of
sales for the Service Center Based Distribution segment increased
to 10.2% in fiscal 2021 from 9.4% in fiscal 2020. Operating income,
before impairment charges, as a percentage of sales for the Fluid
Power & Flow Control segment increased to 11.8% in fiscal 2021
from 10.9% in fiscal 2020.
Segment operating income is impacted by changes in the amounts and
levels of certain supplier support benefits and expenses allocated
to the segments. The expense allocations include corporate charges
for working capital, logistics support and other items and impact
segment gross profit and operating expense.
Other income, net, represents certain non-operating items of income
and expense, and was $2.2 million of income in fiscal 2021 compared
to $2.8 million of income in fiscal 2020. Current year income
primarily consists of unrealized gains on investments held by
non-qualified deferred
compensation trusts of $4.0 million and other income of $0.3
million, offset by foreign currency transaction losses of $2.1
million. Fiscal 2020 income consisted primarily of unrealized gains
on investments held by non-qualified deferred compensation trusts
of $0.5 million and foreign currency transaction gains of $2.5
million offset by other expenses of $0.2 million.
The effective income tax rate was 18.2% for fiscal 2021 compared to
56.5% for fiscal 2020. The decrease in the effective tax rate is
primarily due to the FCX goodwill impairment charge in the prior
year, which increased the effective tax rate by 31.4% in fiscal
2020.
We expect our income tax rate for fiscal 2022 to be in the range of
22.0% to 23.0%.
As a result of the factors discussed above, net income for fiscal
2021 increased $120.7 million from the prior year. Net income per
share was $3.68 per share for fiscal 2021 compared to $0.62 per
share for fiscal 2020.
At June 30, 2021, we had a total of 568 operating facilities
in the United States, Puerto Rico, Canada, Mexico, Australia, New
Zealand, and Singapore, versus 580 at June 30,
2020.
The approximate number of Company employees was 5,900 at
June 30, 2021 and 6,200 at June 30, 2020.
LIQUIDITY AND CAPITAL RESOURCES
Our primary source of capital is cash flow from operations,
supplemented as necessary by bank borrowings or other sources of
debt. At June 30, 2021 we had total debt obligations
outstanding of $829.4 million compared to $935.3 million at
June 30, 2020. Management expects that our existing cash, cash
equivalents, funds available under our debt facilities, and cash
provided from operations, will be sufficient to finance normal
working capital needs in each of the countries we operate in,
payment of dividends, acquisitions, investments in properties,
facilities and equipment, debt service, 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.
The Company’s working capital at June 30, 2021 was $768.9
million compared to $733.7 million at June 30, 2020. The
current ratio was 2.8 to 1 at June 30, 2021 and 2.7 to 1
at
June 30, 2020.
Net Cash Flows
The following table is included to aid in review of Applied’s
statements of consolidated cash flows; all amounts
are in thousands.
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended June 30, |
|
2021 |
|
2020 |
Net Cash Provided by: |
|
|
|
Operating Activities |
$ |
241,697 |
|
|
$ |
296,714 |
|
Investing Activities |
(44,930) |
|
|
(55,404) |
|
Financing Activities |
(213,037) |
|
|
(78,238) |
|
Exchange Rate Effect |
5,464 |
|
|
(2,740) |
|
(Decrease) Increase in Cash and Cash Equivalents |
$ |
(10,806) |
|
|
$ |
160,332 |
|
The decrease in cash provided by operating activities during fiscal
2021 is driven by changes in working capital for the year offset by
increased operating results. Changes in cash flows between years
related to working capital were driven by:
|
|
|
|
|
|
Accounts receivable |
$ |
(133,556) |
|
Inventory |
$ |
(15,710) |
|
Accounts payable |
$ |
64,775 |
|
Net cash used in investing activities in fiscal 2021 included $30.2
million used for the acquisitions of ACS and Gibson and $15.9
million used for capital expenditures. Net cash used in investing
activities in fiscal 2020 included $37.2 million used for the
acquisitions of Olympus and $20.1 million for capital
expenditures.
Net cash used in financing activities included $131.9 million and
$49.6 million of long-term debt repayments in 2021 and 2020,
respectively, offset by $26.0 million of cash borrowings from the
trade receivable securitization facility in 2021 and $25.0 million
of cash borrowings under a unsecured shelf facility agreement with
Prudential Investment Management in 2020. Further uses of cash in
2021 were $50.7 million for dividend payments, $10.1 million used
to pay taxes for shares withheld, and $40.1 million used to
repurchase 400,000 shares of treasury stock. Further uses of cash
in 2020 were $48.9 million for dividend payments and $2.6 million
used to pay taxes for shares withheld.
The increase in dividends over the year is the result of regular
increases in our dividend payout rates. We paid dividends of $1.30
and $1.26 per share in fiscal 2021 and 2020,
respectively.
Capital Expenditures
We expect capital expenditures for fiscal 2022 to be in the
$18.0 million to $20.0 million range, primarily consisting of
capital associated with additional information technology equipment
and infrastructure investments.
Share Repurchases
The Board of Directors has authorized the repurchase of shares of
the Company’s stock. These purchases may
be made in open market and negotiated transactions, from time to
time, depending upon market conditions.
At June 30, 2021, we had authorization to purchase an
additional 464,618 shares.
The Company repurchased 400,000 shares in fiscal 2021 at an average
price per share of $100.22. In fiscal 2020 no shares were
repurchased and in 2019, we repurchased 192,082 shares of the
Company’s common stock at an average price per share of
$58.10.
Borrowing Arrangements
A summary of long-term debt, including the current portion,
follows; all amounts are in thousands:
|
|
|
|
|
|
|
|
|
|
|
|
June 30, |
2021 |
|
2020 |
Unsecured credit facility |
$ |
550,250 |
|
|
$ |
589,250 |
|
Trade receivable securitization facility |
188,300 |
|
|
175,000 |
|
Series C notes |
40,000 |
|
|
120,000 |
|
Series D Notes |
25,000 |
|
|
25,000 |
|
Series E Notes |
25,000 |
|
|
25,000 |
|
Other |
846 |
|
|
1,026 |
|
Total debt |
$ |
829,396 |
|
|
$ |
935,276 |
|
Less: unamortized debt issuance costs |
1,016 |
|
|
1,487 |
|
|
$ |
828,380 |
|
|
$ |
933,789 |
|
In January 2018, the Company refinanced its existing credit
facility and entered into a new five-year credit facility with a
group of banks expiring in January 2023. This agreement provides
for a $780.0 million unsecured term loan and a $250.0 million
unsecured revolving credit facility. Fees on this facility range
from 0.10% to 0.20% per year based upon the Company's leverage
ratio at each quarter end. Borrowings under this agreement carry
variable interest rates tied to either LIBOR or prime at the
Company's discretion. The Company had no amount outstanding under
the revolver as of June 30, 2021 and June 30, 2020.
Unused lines under this facility, net of outstanding letters of
credit of $0.2 million and $1.9 million, respectively, to secure
certain insurance obligations, totaled $249.8 million and $248.1
million at June 30, 2021 and June 30, 2020, respectively,
and were available to fund future acquisitions or other capital and
operating requirements. The interest rate on the term loan was
1.88% and 1.94% as of June 30, 2021 and June 30, 2020,
respectively.
In August 2018, the Company established a trade receivable
securitization facility (the “AR Securitization Facility”) with a
termination date of August 31, 2021. In March 2021, the
Company amended the AR Securitization Facility to expand the
eligible receivables, which increased the maximum availability to
$250.0 million and increased the drawn fees on the AR
Securitization Facility to 0.98% per year. Availability is further
subject to changes in the credit ratings of our customers, customer
concentration levels or certain characteristics of the accounts
receivable being transferred and, therefore, at certain times, we
may not be able to fully access the $250.0 million of funding
available under the AR Securitization Facility. The AR
Securitization Facility effectively increases the Company’s
borrowing capacity by collateralizing a portion of the amount of
the U.S. operations’ trade accounts receivable. The Company uses
the proceeds from the AR Securitization Facility as an alternative
to other forms of debt, effectively reducing borrowing costs.
Borrowings under this facility carry variable interest rates tied
to LIBOR. The interest rate on the AR Securitization Facility as of
June 30, 2021 and June 30, 2020 was 1.20% and 1.07%,
respectively. The termination date of the AR Securitization is now
in March 2024.
At June 30, 2021 and June 30, 2020, the Company had
borrowings outstanding under its unsecured shelf facility agreement
with Prudential Investment Management of $90.0 million and $170.0
million, respectively. Fees on this facility range from 0.25% to
1.25% per year based on the Company's leverage ratio at each
quarter end. The "Series C" notes, which had an original principal
amount of $120.0 million, carry a fixed interest rate of 3.19%.
During fiscal 2021, two principal payments of $40.0 million each
were made on the "Series C" notes and the remaining balance of
$40.0 million is due in July 2022. The "Series D" notes have a
remaining principal amount of $25.0 million, carry a fixed interest
rate of 3.21%, and are due in October 2023. The "Series E" notes
have a principal amount of $25.0 million, carry a fixed interest
rate of 3.08%, and are due in October 2024.
The Company entered into an interest rate swap which mitigates
variability in forecasted interest payments on
$420.0 million
of the Company’s U.S. dollar-denominated unsecured variable rate
debt. For more information, see note 7, Derivatives, to the
consolidated financial statements, included in Item 8 under the
caption “Financial Statements and Supplementary Data.”
The credit facility and the unsecured shelf facility contain
restrictive covenants regarding liquidity, net worth, financial
ratios, and other covenants. At June 30, 2021, the most
restrictive of these covenants required that the Company have net
indebtedness less than 3.75 times consolidated income before
interest, taxes, depreciation and amortization (as defined).
At June 30, 2021, the Company's net indebtedness was less than
2.5 times consolidated income before interest, taxes, depreciation
and amortization (as defined). The Company was in compliance with
all financial covenants at June 30, 2021.
Accounts Receivable Analysis
The following table is included to aid in analysis of accounts
receivable and the associated provision for losses on accounts
receivable (all dollar amounts are in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
June 30, |
2021 |
|
2020 |
Accounts receivable, gross
|
$ |
532,777 |
|
|
$ |
463,659 |
|
Allowance for doubtful accounts
|
16,455 |
|
|
13,661 |
|
Accounts receivable, net |
$ |
516,322 |
|
|
$ |
449,998 |
|
Allowance for doubtful accounts, % of gross
receivables
|
3.1 |
% |
|
2.9 |
% |
|
|
|
|
Year Ended June 30, |
2021 |
|
2020 |
Provision for losses on accounts receivable
|
$ |
6,540 |
|
|
$ |
14,055 |
|
Provision as a % of net sales
|
0.20 |
% |
|
0.43 |
% |
Accounts receivable are reported at net realizable value and
consist of trade receivables from customers. Management monitors
accounts receivable by reviewing Days Sales Outstanding (DSO) and
the aging of receivables for each of the Company's
locations.
On a consolidated basis, DSO was 51.9 at June 30, 2021 versus
55.9 at June 30, 2020. Approximately 3.0% of our accounts
receivable balances are more than 90 days past due at June 30,
2021 compared to 4.6% at June 30, 2020. On an overall basis,
our provision for losses from uncollected receivables represents
0.20% of our sales for the year ended June 30, 2021, compared
to 0.43% of sales for the year ended June 30, 2020. The
decrease primarily relates to strong cash collections and an
improvement in the overall credit profile of the accounts
receivable portfolio in the current year, compared to provisions
recorded in the prior year for customer credit deterioration and
bankruptcies primarily in the U.S. and Mexican operations of the
Service Center Based Distribution segment. Historically, this
percentage is around 0.10% to 0.15%. Management believes the
overall receivables aging and provision for losses on uncollected
receivables are at reasonable levels.
Inventory Analysis
Inventories are valued using the last-in, first-out (LIFO) method
for U.S. inventories and the average cost method for foreign
inventories. Management uses an inventory turnover ratio to monitor
and evaluate inventory. Management calculates this ratio on an
annual as well as a quarterly basis and uses inventory valued at
average costs. The annualized inventory turnover (using average
costs) for the year ended June 30, 2021 was 4.3 versus 3.8 for
the year ended June 30, 2020.
We believe our inventory turnover ratio in fiscal 2022 will be
slightly better than our fiscal 2021 levels.
CONTRACTUAL OBLIGATIONS
The following table shows the approximate value of the Company’s
contractual obligations and other commitments to make future
payments as of June 30, 2021 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
Period Less
Than 1 yr |
|
Period
2-3 yrs |
|
Period
4-5 yrs |
|
Period
Over 5 yrs |
|
Other |
Operating leases
|
$ |
99,150 |
|
|
$ |
29,853 |
|
|
$ |
40,878 |
|
|
$ |
17,009 |
|
|
$ |
11,410 |
|
|
— |
|
Planned funding of post-retirement obligations
|
9,400 |
|
|
900 |
|
|
1,100 |
|
|
500 |
|
|
6,900 |
|
|
— |
|
Unrecognized income tax benefit liabilities, including interest and
penalties
|
6,500 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
6,500 |
|
Long-term debt obligations |
829,396 |
|
|
44,118 |
|
|
760,173 |
|
|
25,105 |
|
|
— |
|
|
— |
|
Interest on long-term debt obligations (1)
|
39,500 |
|
|
17,800 |
|
|
16,900 |
|
|
4,800 |
|
|
— |
|
|
— |
|
Acquisition holdback payments
|
3,538 |
|
|
2,569 |
|
|
969 |
|
|
— |
|
|
— |
|
|
— |
|
Total Contractual Cash Obligations
|
$ |
987,484 |
|
|
$ |
95,240 |
|
|
$ |
820,020 |
|
|
$ |
47,414 |
|
|
$ |
18,310 |
|
|
$ |
6,500 |
|
(1) Amounts represent estimated contractual interest payments on
outstanding long-term debt obligations and net payments under the
terms of the interest rate swap. Rates in effect as of
June 30, 2021 are used for variable rate debt.
Purchase orders for inventory and other goods and services are not
included in our estimates as we are unable to aggregate the amount
of such purchase orders that represent enforceable and legally
binding agreements specifying all significant terms. The previous
table includes the gross liability for unrecognized income tax
benefits including interest and penalties in the “Other” column as
the Company is unable to make a reasonable estimate regarding the
timing of cash settlements, if any, with the respective taxing
authorities.
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. The Business and Accounting
Policies note 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
accounts receivable, inventories, recording self-insurance
liabilities and other accrued liabilities. Estimates are also used
in establishing opening balances in relation to purchase
accounting. 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
Inventories are valued at the average cost method, using the
last-in, first-out (LIFO) method for U.S. inventories, and the
average cost method for foreign inventories. We adopted the link
chain dollar value LIFO method for accounting for U.S. inventories
in fiscal 1974. Approximately 19.8% of our domestic inventory
dollars relate to LIFO layers added in the 1970s. The excess of
average cost over LIFO cost is $151.9 million as reflected in our
consolidated balance sheet at June 30, 2021. The Company
maintains five LIFO pools based on the following product groupings:
bearings, power transmission products, rubber products, fluid power
products and other products.
LIFO layers and/or liquidations are determined consistently
year-to-year. See the Inventories note to the
consolidated financial statements in Item 8 under the caption
"Financial Statements and Supplementary Data,"
for further information.
Allowances for Slow-Moving and Obsolete Inventories
We evaluate the recoverability of our slow-moving and inactive
inventories at least quarterly. We estimate the recoverable cost of
such inventory by product type while considering factors such as
its age, historic and current demand trends, the physical condition
of the inventory, as well as assumptions regarding future demand.
Our ability to recover our cost for slow moving or obsolete
inventory can be affected by such factors as general market
conditions, future customer demand and relationships with
suppliers. A significant portion of the products we hold in
inventory have long shelf lives and are not highly susceptible to
obsolescence.
As of June 30, 2021 and 2020, the Company's reserve for
slow-moving or obsolete inventories was $43.5 million and $42.9
million, respectively, recorded in inventories in the consolidated
balance sheets.
Allowances for Doubtful Accounts
We evaluate the collectibility of trade accounts receivable based
on a combination of factors. Initially, we estimate an allowance
for doubtful accounts as a percentage of net sales based on
historical bad debt experience. This initial estimate is adjusted
based on recent trends of certain customers and industries
estimated to be a greater credit risk, trends within the entire
customer pool and changes in the overall aging of accounts
receivable. While we have a large customer base that is
geographically dispersed, a general economic downturn in any of the
industry segments in which we operate could result in higher than
expected defaults, and therefore, the need to revise estimates for
bad debts. Accounts are written off against the allowance when it
becomes evident that collection will not occur.
As of June 30, 2021 and 2020, our allowance for doubtful
accounts was 3.1% and 2.9% of gross receivables, respectively. Our
provision for losses on accounts receivable was $6.5 million, $14.1
million and $4.1 million in fiscal 2021, 2020 and 2019,
respectively.
Goodwill and Intangibles
The purchase price of an acquired company is allocated between
intangible assets and the net tangible assets of the acquired
business with the residual of the purchase price recorded as
goodwill. Goodwill for acquired businesses is accounted for using
the acquisition method of accounting which requires that the assets
acquired and liabilities assumed be recorded at the date of the
acquisition at their respective estimated fair values. The
determination of the value of the intangible assets acquired
involves certain judgments and estimates. These judgments can
include, but are not limited to, the cash flows that an asset is
expected to generate in the future and the appropriate weighted
average cost of capital. The judgments made in determining the
estimated fair value assigned to each class of assets acquired, as
well as the estimated life of each asset, can materially impact the
net income of the periods subsequent to the acquisition through
depreciation and amortization, and in certain instances through
impairment charges, if the asset becomes impaired in the future. As
part of acquisition accounting, we recognize acquired identifiable
intangible assets such as customer relationships, vendor
relationships, trade names, and non-competition agreements apart
from goodwill. Finite-lived identifiable intangibles are evaluated
for impairment when changes in conditions indicate carrying value
may not be recoverable. If circumstances require a finite-lived
intangible asset be tested for possible impairment, the Company
first compares undiscounted cash flows expected to be generated by
the asset to the carrying value of the asset. If the carrying value
of the finite-lived intangible asset is not recoverable on an
undiscounted cash flow basis, impairment is recognized to the
extent that the carrying value exceeds its fair value determined
through a discounted cash flow model.
The Company has three asset groups that have significant exposure
to oil and gas end markets. Due to the prolonged economic downturn
in these end markets, the Company determined during the second
quarter of fiscal 2021 that certain carrying values may not be
recoverable. The Company determined that an impairment existed in
two of the three asset groups as the asset groups' carrying values
exceeded the sum of the undiscounted cash flows. The fair values of
the long-lived assets were then determined using the income
approach, and the analyses resulted in the measurement of an
intangible asset impairment loss of $45.0 million, which was
recorded in the second quarter of fiscal 2021, as the fair value of
the intangible assets was determined to be zero. The income
approach employs the discounted cash flow method reflecting
projected cash flows expected to be generated by market
participants and then adjusted for time value of money factors, and
requires management to make significant estimates and assumptions
related to forecasts of future revenues, earnings before interest,
taxes, depreciation, and amortization (EBITDA), and discount rates.
Key assumptions (Level 3 in the fair value hierarchy) relate to
pricing trends, inventory costs, customer demand, and revenue
growth. A number of benchmarks from independent industry and other
economic publications were also used. The analyses of these asset
groups also resulted in a fixed asset impairment loss and leased
asset impairment loss of $2.0 million and $2.5 million,
respectively, which were recorded in the second quarter of fiscal
2021. Sustained significant softness in certain end market
concentrations could result in impairment of certain intangible
assets in future periods.
We evaluate goodwill for impairment at the reporting unit level
annually as of January 1, and whenever an event occurs or
circumstances change that would indicate that it is more likely
than not that the fair value of a reporting unit is less than its
carrying amount. Events or circumstances that may result in an
impairment review include changes in macroeconomic conditions,
industry and market considerations, cost factors, overall financial
performance, other relevant entity-specific events, specific events
affecting the reporting unit or sustained decrease in share price.
Each year, the Company may elect to perform a qualitative
assessment to determine whether it is more likely than not that the
fair value of a reporting unit is less than its carrying value. If
impairment is indicated in the qualitative assessment, or, if
management elects to initially perform a quantitative assessment of
goodwill, the impairment test uses a one-step approach. The fair
value of a reporting unit is compared with its carrying amount,
including goodwill. If the fair value of the reporting unit exceeds
its carrying amount, goodwill of the reporting unit is not
impaired. If the carrying amount of a reporting unit exceeds its
fair value, an impairment charge would be
recognized for the amount by which the carrying amount exceeds the
reporting unit's fair value, not to exceed the total amount of
goodwill allocated to that reporting unit.
Goodwill on our consolidated financial statements relates to both
the Service Center Based Distribution segment and the Fluid Power
& Flow Control segment. The Company has eight (8) reporting
units for which an annual goodwill impairment assessment was
performed as of January 1, 2021. The Company concluded that
seven (7) of the reporting units’ fair values exceeded their
carrying amounts by at least 25% as of January 1, 2021. The fair
value of the final reporting unit, which is comprised of the FCX
Performance Inc. (FCX) operations, exceeded its carrying value by
14%. The FCX reporting unit has a goodwill balance of $309.0
million as of June 30, 2021.
The Company had eight (8) reporting units for which an annual
goodwill impairment assessment was performed as of January 1, 2020.
The Company concluded that seven (7) of the reporting units’ fair
values exceeded their carrying amounts by at least 10% as of
January 1, 2020. Specifically, the Canada reporting unit's fair
value exceeded its carrying value by 12%, and the Mexico reporting
unit's fair value exceeded its carrying value by 14%. The carrying
value of the final reporting unit, which is comprised of the FCX
operations, exceeded the fair value, resulting in goodwill
impairment of $131.0 million. The non-cash impairment charge was
the result of the overall decline in the industrial economy,
specifically slower demand in FCX's end markets, which led to
reduced spending by customers and reduced revenue expectations. If
the Company does not achieve forecasted sales growth and margin
improvements goodwill could be further impaired.
The fair values of the reporting units in accordance with the
goodwill impairment test were determined using the income and
market approaches. The income approach employs the discounted cash
flow method reflecting projected cash flows expected to be
generated by market participants and then adjusted for time value
of money factors, and requires management to make significant
estimates and assumptions related to forecasts of future revenues,
operating margins, and discount rates. The market approach utilizes
an analysis of comparable publicly traded companies and requires
management to make significant estimates and assumptions related to
the forecasts of future revenues, earnings before interest, taxes,
depreciation, and amortization (EBITDA) and multiples that are
applied to management’s forecasted revenues and EBITDA
estimates.
Changes in future results, assumptions, and estimates after the
measurement date may lead to an outcome where additional impairment
charges would be required in future periods. Specifically,
actual results may vary from the Company’s forecasts and such
variations may be material and unfavorable, thereby triggering the
need for future impairment tests where the conclusions may differ
in reflection of prevailing market conditions. Further,
continued adverse market conditions could result in the recognition
of additional impairment if the Company determines that the fair
values of its reporting units have fallen below their carrying
values.
Income Taxes
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. As of June 30, 2021, the Company
recognized $12.9 million of net deferred tax liabilities. Valuation
allowances are provided against deferred tax assets where it is
considered more-likely-than-not that the Company will not realize
the benefit of such assets on a jurisdiction by jurisdiction basis.
The remaining net deferred tax asset is the amount management
believes is more-likely-than-not of being realized. The realization
of these deferred tax assets can be impacted by changes to tax
laws, statutory rates and future taxable income
levels.
CAUTIONARY STATEMENT UNDER PRIVATE SECURITIES LITIGATION REFORM
ACT
This Form 10-K, including Management’s Discussion and Analysis,
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 “guidance”, “expect”,
“believe”, “plan”, “intend”, “will”, “should”, “could”, “would”,
“anticipate”, “estimate”, “forecast”, “may”, "optimistic" and
derivative or similar words or expressions. Similarly, descriptions
of objectives, strategies, plans, or goals are also forward-looking
statements. These statements may discuss, among other things,
expected growth, future sales, future cash flows, future capital
expenditures, future performance, and the anticipation and
expectations of the Company and its management as to future
occurrences and trends. 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,
many of which are outside the Company’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 the Company or any
other person that the results expressed in the statements will be
achieved. In addition, the Company assumes no obligation publicly
to update or revise any forward-looking statements, whether because
of new information or events, or otherwise, except as may be
required by law.
Important risk factors include, but are not limited to, the
following: risks relating to the operations levels of our customers
and the economic factors that affect them; risks relating to the
effects of the COVID-19 pandemic; changes in the prices for
products and services relative to the cost of providing them;
reduction in supplier inventory purchase incentives; loss of key
supplier authorizations, lack of product availability, changes in
supplier distribution programs, inability of suppliers to perform,
and transportation disruptions; the cost of products and energy and
other operating costs; changes in customer preferences for products
and services of the nature and brands sold by us; changes in
customer procurement policies and practices; competitive pressures;
our reliance on information systems and risks relating to their
proper functioning, the security of those systems, and the data
stored in or transmitted through them; the impact of economic
conditions on the collectability of trade receivables; reduced
demand for our products in targeted markets due to reasons
including consolidation in customer industries; our ability to
retain and attract qualified sales and customer service personnel
and other skilled executives, managers and professionals; our
ability to identify and complete acquisitions, integrate them
effectively, and realize their anticipated benefits; the
variability, timing and nature of new business opportunities
including acquisitions, alliances, customer relationships, and
supplier authorizations; the incurrence of debt and contingent
liabilities in connection with acquisitions; our ability to access
capital markets as needed on reasonable terms; disruption of
operations at our headquarters or distribution centers; risks and
uncertainties associated with our foreign operations, including
volatile economic conditions, political instability, cultural and
legal differences, and currency exchange fluctuations; the
potential for goodwill and intangible asset impairment; changes in
accounting policies and practices; our ability to maintain
effective internal control over financial reporting; organizational
changes within the Company; risks related to legal proceedings to
which we are a party; potentially adverse government regulation,
legislation, or policies, both enacted and under consideration,
including with respect to federal tax policy, international trade,
data privacy and security, and government contracting; and the
occurrence of extraordinary events (including prolonged labor
disputes, power outages, telecommunication outages, terrorist acts,
public health emergency, earthquakes, extreme weather events, other
natural disasters, fires, floods, and accidents). Other factors and
unanticipated events could also adversely affect our business,
financial condition or results of operations. Risks can also change
over time. Further, the disclosure of a risk should not be
interpreted to imply that the risk has not already
materialized.
We discuss certain of these matters and other risk factors more
fully throughout our Form 10-K, as well as other of our filings
with the Securities and Exchange Commission.
ITEM 7A.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK.
Our market risk is impacted by changes in foreign currency exchange
rates as well as changes in interest rates.
We occasionally utilize derivative instruments as part of our
overall financial risk management policy, but do not use derivative
instruments for speculative or trading purposes.
Foreign Currency Exchange Rate Risk
Because we operate throughout North America, Australia and New
Zealand and approximately 14.0% of our fiscal year 2021 net sales
were generated outside the United States, foreign currency exchange
rates can impact our financial position, results of operations and
competitive position. The financial statements of foreign
subsidiaries are translated into their U.S. dollar equivalents at
end-of-period exchange rates for assets and liabilities, while
income and expenses are translated at average monthly exchange
rates. Translation gains and losses are components of other
comprehensive income as reported in the statements of
consolidated comprehensive income. Transaction gains and losses
arising from fluctuations in currency exchange rates on
transactions denominated in currencies other than the functional
currency are recognized in the statements of consolidated income as
a component of other income, net. Applied does not currently hedge
the net investments in our foreign operations.
During the course of the fiscal year, the Canadian, Mexican,
Australian and New Zealand currency exchange rates increased in
relation to the U.S. dollar by 10.5%, 16.7%, 9.7% and 9.1%,
respectively. In the twelve months ended June 30, 2021, we
experienced net foreign currency translation gains totaling $24.4
million, which were included in other comprehensive income. We
utilize a sensitivity analysis to measure the potential impact on
earnings based on a hypothetical 10% change in foreign currency
rates. A 10% strengthening of the U.S. dollar relative to foreign
currencies that affect the Company from the levels experienced
during the year ended June 30, 2021 would have resulted in a
$1.7 million decrease in net income for the year ended
June 30, 2021.
Interest Rate Risk
Our primary exposure to interest rate risk results from our
outstanding debt obligations with variable interest rates. The
levels of fees and interest charged on our various debt facilities
are based upon leverage levels and market interest rates. The
Company uses interest rate swap instruments to mitigate variability
in forcasted interest rates.
Our variable interest rate debt facilities outstanding include our
five-year credit facility, which provides for a revolving credit
facility with a capacity of up to $250.0 million in borrowings with
no balance outstanding at June 30, 2021, a $780.0 million term
loan, of which $550.3 million was outstanding at June 30,
2021, and a $188.3 million trade receivable securitization
facility, all of which was outstanding at June 30, 2021. In
January 2019, the Company entered into an interest rate swap on
$463.0 million of the Company’s U.S. dollar-denominated unsecured
variable rate debt. The notional amount of the interest rate swap
was $420.0 million as of June 30, 2021. The interest rate swap
effectively converts a portion of the floating rate interest
payment into a fixed rate interest payment. The Company designated
the interest rate swap as a pay-fixed, receive-floating interest
rate swap instrument and is accounting for this derivative as a
cash flow hedge. Fixed interest rate debt facilities include $90.0
million outstanding under our unsecured shelf facility agreement,
as well as $0.8 million of assumed debt from the purchase of our
headquarters facility. We had total average variable interest rate
bank borrowings of $739.3 million during fiscal 2021. The impact of
a hypothetical 1.0% increase in the interest rates on our average
variable interest rate bank borrowings (not considering the impact
of our interest rate swap) would have resulted in a $7.4 million
increase in interest expense. Due to the interest rate swap, the
impact of a hypothetical 1.0% increase in the variable interest
rate would have reduced net cash interest paid by $4.2 million.
Changes in market interest rates would also impact interest rates
on these facilities.
For more information relating to borrowing and interest rates, see
the “Liquidity and Capital Resources” section of “Management's
Discussion and Analysis
of Financial Condition and Results of Operations”
in Item 7 and notes 6 and 7 to the consolidated financial
statements in Item 8. That information is also incorporated here by
reference. In addition, see Item 1A, “Risk Factors,” for additional
risk factors relating to our business.
ITEM 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
To the shareholders and the Board of Directors of Applied
Industrial Technologies, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of
Applied Industrial Technologies, Inc. and subsidiaries (the
“Company”) as of June 30, 2021 and 2020, the related
statements of consolidated income, comprehensive income,
shareholders' equity, and cash flows for each of the three years in
the period ended June 30, 2021, and the related notes and the
schedule listed in the Index at Item 15 (collectively referred to
as the "financial statements"). In our opinion, the financial
statements present fairly, in all material respects, the financial
position of the Company as of June 30, 2021 and 2020, and the
results of its operations and its cash flows for each of the three
years in the period ended June 30, 2021, in conformity with
accounting principles generally accepted in the United States of
America.
We have also audited, in accordance with the standards of the
Public Company Accounting Oversight Board (United States) (PCAOB),
the Company's internal control over financial reporting as of
June 30, 2021, based on the criteria established in Internal
Control-Integrated Framework (2013) issued by the Committee of
Sponsoring Organizations of the Treadway Commission and our report
dated August 17, 2021, expressed an unqualified opinion on the
Company's internal control over financial reporting.
Change in Accounting Principle
Effective July 1, 2019, the Company adopted the new accounting
standard related to leases using the optional transition method,
which required application of the new guidance to only those leases
that existed at the date of adoption.
Basis for Opinion
These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on the
Company's financial statements based on our audits. We are a public
accounting firm registered with the PCAOB and are required to be
independent with respect to the Company in accordance with the US
federal securities laws and the applicable rules and regulations of
the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the
PCAOB. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial
statements are free of material misstatement, whether due to error
or fraud. Our audits included performing procedures to assess the
risks of material misstatement of the financial statements, whether
due to error or fraud, and performing procedures that respond to
those risks. Such procedures included examining, on a test basis,
evidence regarding the amounts and disclosures in the financial
statements. Our audits also included evaluating the accounting
principles used and significant estimates made by management, as
well as evaluating the overall presentation of the financial
statements. We believe that our audits provide a reasonable basis
for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising
from the current-period audit of the financial statements that was
communicated or required to be communicated to the audit committee
and that (1) relates to accounts or disclosures that are material
to the financial statements and (2) involved our especially
challenging, subjective, or complex judgments. The communication of
critical audit matters does not alter in any way our opinion on the
financial statements, taken as a whole, and we are not, by
communicating the critical audit matter below, providing a separate
opinion on the critical audit matter or on the accounts or
disclosures to which it relates.
Goodwill - FCX Reporting Unit - Refer to Note 5 to the financial
statements
Critical Audit Matter Description
The Company’s evaluation of goodwill for impairment involves the
comparison of the fair value of each reporting unit to its carrying
value. The Company determines the fair value of its reporting units
using the income and market approaches. The determination of the
fair value using the income approach requires management to make
significant estimates and assumptions related to forecasts of
future revenues, earnings before interest, taxes, depreciation, and
amortization (EBITDA), and discount rates. The determination of the
fair value using the market approach requires management to make
significant estimates and assumptions related to the forecasts of
future revenues, EBITDA and multiples that are applied to
management’s forecasted revenues and EBITDA estimates. The goodwill
balance was
$560.1 million as of June 30, 2021, of which $309.0 million related
to the FCX reporting unit. The fair value of the FCX reporting unit
exceeded its carrying value by 14% as of the measurement date and,
therefore, no impairment was recognized.
Given the nature of the FCX reporting unit’s operations, the
sensitivity of the business to changes in the economy, the
reporting unit’s historical performance as compared to projections,
and the difference between its fair value and the carrying value,
auditing management’s judgments regarding forecasts of future
revenues and EBITDA, as well as selection of the discount rate and
selection of multiples applied to management’s forecasted revenues
and EBITDA estimates for the FCX reporting unit, required a high
degree of auditor judgment and an increased extent of effort,
including the need to involve our fair value
specialists.
How the Critical Audit Matter Was Addressed in the
Audit
Our audit procedures related to the forecasts of future revenues
and EBITDA (“forecasts”), and the selection of the discount rate
and selection of multiples applied to management’s forecasted
revenues and EBITDA estimates (“market multiples”) for the FCX
reporting unit included the following, among others:
•We
tested the effectiveness of controls over management’s goodwill
impairment evaluation, such as controls related to management’s
forecasts and the selection of the discount rate and market
multiples used.
•We
evaluated management’s ability to accurately forecast by comparing
actual results to management’s historical forecasts.
•We
evaluated the reasonableness of management’s forecasts by comparing
the forecasts to (1) historical results, (2) internal
communications to management and the Board of Directors, and (3)
forecasted information included in industry reports for the various
industries the reporting unit operates within.
•With
the assistance of our fair value specialists, we evaluated the
discount rate, including testing the underlying source information
and the mathematical accuracy of the calculations, and developing a
range of independent estimates and comparing those to the discount
rate selected by management.
•With
the assistance of our fair value specialists, we evaluated the
market multiples by evaluating the selected comparable publicly
traded companies and the adjustments made for differences in growth
prospects and risk profiles between the reporting unit and the
comparable publicly traded companies. We tested the underlying
source information and mathematical accuracy of the
calculations.
•With
the assistance of our fair value specialists, we evaluated the fair
value of the reporting unit based upon reconciling the fair value
of the reporting unit to the market capitalization of the
Company.
/s/ Deloitte & Touche LLP
Cleveland, Ohio
August 17, 2021
We have served as the Company's auditor since 1966.
STATEMENTS OF CONSOLIDATED INCOME
(In thousands, except per share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended June 30, |
|
2021 |
|
2020 |
|
2019 |
Net sales |
|
$ |
3,235,919 |
|
|
$ |
3,245,652 |
|
|
$ |
3,472,739 |
|
Cost of sales |
|
2,300,395 |
|
|
2,307,916 |
|
|
2,465,116 |
|
Gross profit |
|
935,524 |
|
|
937,736 |
|
|
1,007,623 |
|
Selling, distribution and administrative expense, including
depreciation |
|
680,542 |
|
|
717,747 |
|
|
742,241 |
|
Impairment expense |
|
49,528 |
|
|
131,000 |
|
|
31,594 |
|
Operating income |
|
205,454 |
|
|
88,989 |
|
|
233,788 |
|
Interest expense |
|
30,807 |
|
|
37,264 |
|
|
40,788 |
|
Interest income |
|
(215) |
|
|
(729) |
|
|
(600) |
|
Other income, net |
|
(2,200) |
|
|
(2,782) |
|
|
(881) |
|
Income before income taxes |
|
177,062 |
|
|
55,236 |
|
|
194,481 |
|
Income tax expense |
|
32,305 |
|
|
31,194 |
|
|
50,488 |
|
Net income |
|
$ |
144,757 |
|
|
$ |
24,042 |
|
|
$ |
143,993 |
|
Net income per share — basic |
|
$ |
3.73 |
|
|
$ |
0.62 |
|
|
$ |
3.72 |
|
Net income per share — diluted |
|
$ |
3.68 |
|
|
$ |
0.62 |
|
|
$ |
3.68 |
|
See notes to consolidated financial statements.
STATEMENTS OF CONSOLIDATED COMPREHENSIVE INCOME
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended June 30, |
|
2021 |
|
2020 |
|
2019 |
|
Net income per the statements of consolidated income |
|
$ |
144,757 |
|
|
$ |
24,042 |
|
|
$ |
143,993 |
|
|
|
|
|
|
|
|
|
|
Other comprehensive income (loss), before tax: |
|
|
|
|
|
|
|
Foreign currency translation adjustments |
|
24,352 |
|
|
(18,499) |
|
|
2,021 |
|
|
Post-employment benefits: |
|
|
|
|
|
|
|
Actuarial gain (loss) on re-measurement |
|
903 |
|
|
(2,192) |
|
|
(372) |
|
|
Reclassification of actuarial losses (gains) and prior
service cost into other income, net and included in net periodic
pension costs |
|
270 |
|
|
(66) |
|
|
(306) |
|
|
|
|
|
|
|
|
|
|
Cumulative effect of adopting accounting standard |
|
— |
|
|
— |
|
|
(50) |
|
|
Unrealized gain (loss) on cash flow hedge |
|
3,250 |
|
|
(16,615) |
|
|
(14,446) |
|
|
Reclassification of interest from cash flow hedge into interest
expense |
|
11,553 |
|
|
4,638 |
|
|
244 |
|
|
Total other comprehensive income (loss), before tax |
|
40,328 |
|
|
(32,734) |
|
|
(12,909) |
|
|
Income tax expense (benefit) related to items of other
comprehensive loss |
|
3,990 |
|
|
(3,190) |
|
|
(3,246) |
|
|
Other comprehensive income (loss), net of tax |
|
36,338 |
|
|
(29,544) |
|
|
(9,663) |
|
|
Comprehensive income (loss) |
|
$ |
181,095 |
|
|
$ |
(5,502) |
|
|
$ |
134,330 |
|
|
See notes to consolidated financial statements.
CONSOLIDATED BALANCE SHEETS
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, |
|
2021 |
|
2020 |
Assets |
|
|
|
|
Current assets |
|
|
|
|
Cash and cash equivalents |
|
$ |
257,745 |
|
|
$ |
268,551 |
|
Accounts receivable, net |
|
516,322 |
|
|
449,998 |
|
Inventories |
|
362,547 |
|
|
389,150 |
|
Other current assets |
|
59,961 |
|
|
52,070 |
|
Total current assets |
|
1,196,575 |
|
|
1,159,769 |
|
Property — at cost |
|
|
|
|
Land |
|
14,399 |
|
|
14,339 |
|
Buildings |
|
107,142 |
|
|
104,396 |
|
Equipment, including computers and software |
|
198,374 |
|
|
195,220 |
|
Total property — at cost |
|
319,915 |
|
|
313,955 |
|
Less accumulated depreciation |
|
204,326 |
|
|
192,054 |
|
Property — net |
|
115,589 |
|
|
121,901 |
|
Operating lease assets, net |
|
87,111 |
|
|
90,636 |
|
Identifiable intangibles, net |
|
279,628 |
|
|
343,215 |
|
Goodwill |
|
560,077 |
|
|
540,594 |
|
Other assets |
|
32,827 |
|
|
27,436 |
|
Total Assets |
|
$ |
2,271,807 |
|
|
$ |
2,283,551 |
|
Liabilities |
|
|
|
|
Current liabilities |
|
|
|
|
Accounts payable |
|
$ |
208,162 |
|
|
$ |
186,270 |
|
Current portion of long-term debt |
|
43,525 |
|
|
78,646 |
|
Compensation and related benefits |
|
77,657 |
|
|
61,887 |
|
Other current liabilities |
|
98,356 |
|
|
99,280 |
|
Total current liabilities |
|
427,700 |
|
|
426,083 |
|
Long-term debt |
|
784,855 |
|
|
855,143 |
|
Other liabilities |
|
126,706 |
|
|
158,783 |
|
Total Liabilities |
|
1,339,261 |
|
|
1,440,009 |
|
Shareholders’ Equity |
|
|
|
|
Preferred stock — no par value; 2,500 shares authorized; none
issued or outstanding
|
|
— |
|
|
— |
|
Common stock — no par value; 80,000 shares authorized; 54,213
shares issued;
38,516 and 38,710 shares outstanding, respectively
|
|
10,000 |
|
|
10,000 |
|
Additional paid-in capital |
|
177,014 |
|
|
176,492 |
|
Retained earnings |
|
1,294,413 |
|
|
1,200,570 |
|
Treasury shares — at cost (15,697 and 15,503 shares,
respectively)
|
|
(455,789) |
|
|
(414,090) |
|
Accumulated other comprehensive loss |
|
(93,092) |
|
|
(129,430) |
|
Total Shareholders’ Equity |
|
932,546 |
|
|
843,542 |
|
Total Liabilities and Shareholders’ Equity |
|
$ |
2,271,807 |
|
|
$ |
2,283,551 |
|
See notes to consolidated financial statements.
STATEMENTS OF CONSOLIDATED CASH FLOWS
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended June 30, |
|
2021 |
|
2020 |
|
2019 |
Cash Flows from Operating Activities |
|
|
|
|
|
|
Net income |
|
$ |
144,757 |
|
|
$ |
24,042 |
|
|
$ |
143,993 |
|
Adjustments to reconcile net income to net cash provided by
operating activities: |
|
|
|
|
|
|
Impairment Expense |
|
49,528 |
|
|
131,000 |
|
|
31,594 |
|
Depreciation and amortization of property |
|
20,780 |
|
|
21,196 |
|
|
20,236 |
|
Amortization of intangibles |
|
34,365 |
|
|
41,553 |
|
|
41,883 |
|
Amortization of stock appreciation rights and options |
|
2,526 |
|
|
2,954 |
|
|
2,437 |
|
Deferred income taxes |
|
(31,080) |
|
|
(13,292) |
|
|
2,368 |
|
Provision for losses on accounts receivable |
|
6,540 |
|
|
14,055 |
|
|
4,058 |
|
Unrealized foreign exchange transaction losses (gains) |
|
1,814 |
|
|
(1,357) |
|
|
238 |
|
Other share-based compensation expense |
|
6,454 |
|
|
4,000 |
|
|
4,474 |
|
Gain on sale of property |
|
(368) |
|
|
(1,157) |
|
|
(459) |
|
|
|
|
|
|
|
|
Changes in operating assets and liabilities, net of
acquisitions: |
|
|
|
|
|
|
Accounts receivable |
|
(59,119) |
|
|
74,437 |
|
|
8,465 |
|
Inventories |
|
41,318 |
|
|
57,028 |
|
|
(16,590) |
|
Other operating assets |
|
(5,262) |
|
|
(5,268) |
|
|
(7,738) |
|
Accounts payable |
|
10,919 |
|
|
(53,856) |
|
|
(29,788) |
|
Other operating liabilities |
|
18,525 |
|
|
1,379 |
|
|
(24,570) |
|
Cash provided by Operating Activities |
|
241,697 |
|
|
296,714 |
|
|
180,601 |
|
Cash Flows from Investing Activities |
|
|
|
|
|
|
Capital expenditures |
|
(15,852) |
|
|
(20,115) |
|
|
(18,970) |
|
Proceeds from property sales |
|
1,152 |
|
|
1,948 |
|
|
1,003 |
|
Cash paid for acquisition of businesses, net of cash
acquired |
|
(30,230) |
|
|
(37,237) |
|
|
(37,526) |
|
Other |
|
— |
|
|
— |
|
|
391 |
|
Cash used in Investing Activities |
|
(44,930) |
|
|
(55,404) |
|
|
(55,102) |
|
Cash Flows from Financing Activities |
|
|
|
|
|
|
Net repayments under revolving credit facility |
|
— |
|
|
— |
|
|
(19,500) |
|
Borrowings under long-term debt facilities |
|
26,000 |
|
|
25,000 |
|
|
175,000 |
|
Long-term debt repayments |
|
(131,883) |
|
|
(49,553) |
|
|
(161,738) |
|
Interest rate swap settlement payments |
|
(3,737) |
|
|
— |
|
|
— |
|
Payment of debt issuance costs |
|
(399) |
|
|
(95) |
|
|
(775) |
|
Purchases of treasury shares |
|
(40,089) |
|
|
— |
|
|
(11,158) |
|
Dividends paid |
|
(50,664) |
|
|
(48,873) |
|
|
(47,266) |
|
|
|
|
|
|
|
|
Acquisition holdback payments |
|
(2,345) |
|
|
(2,440) |
|
|
(2,610) |
|
Exercise of stock appreciation rights and options |
|
163 |
|
|
330 |
|
|
— |
|
Taxes paid for shares withheld |
|
(10,083) |
|
|
(2,607) |
|
|
(3,492) |
|
|
|
|
|
|
|
|
Cash used in Financing Activities |
|
(213,037) |
|
|
(78,238) |
|
|
(71,539) |
|
Effect of exchange rate changes on cash |
|
5,464 |
|
|
(2,740) |
|
|
109 |
|
(Decrease) increase in cash and cash equivalents |
|
(10,806) |
|
|
160,332 |
|
|
54,069 |
|
Cash and cash equivalents at beginning of year |
|
268,551 |
|
|
108,219 |
|
|
54,150 |
|
Cash and Cash Equivalents at End of Year |
|
$ |
257,745 |
|
|
$ |
268,551 |
|
|
$ |
108,219 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental Cash Flow Information |
|
|
|
|
|
|
Cash paid during the year for: |
|
|
|
|
|
|
Income taxes |
|
64,394 |
|
|
41,162 |
|
|
54,294 |
|
Interest |
|
27,492 |
|
|
36,648 |
|
|
40,142 |
|
See
notes to consolidated financial statements.
STATEMENTS OF CONSOLIDATED SHAREHOLDERS' EQUITY
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Years Ended June 30, 2021, 2020 and 2019 |
|
Shares of
Common
Stock
Outstanding |
|
Common
Stock |
|
Additional
Paid-In
Capital |
|
Retained
Earnings |
|
Treasury
Shares-
at Cost |
|
Accumulated
Other
Comprehensive
Loss |
|
Total
Shareholders'
Equity |
Balance at June 30, 2018 |
|
38,703 |
|
|
$ |
10,000 |
|
|
$ |
169,383 |
|
|
$ |
1,129,678 |
|
|
$ |
(403,875) |
|
|
$ |
(90,223) |
|
|
$ |
814,963 |
|
Net income |
|
|
|
|
|
|
|
143,993 |
|
|
|
|
|
|
143,993 |
|
Other comprehensive income (loss) |
|
|
|
|
|
|
|
|
|
|
|
(9,663) |
|
|
(9,663) |
|
Cumulative effect of adopting accounting standards |
|
|
|
|
|
|
|
3,056 |
|
|
|
|
|
|
3,056 |
|
Cash dividends — $1.22 per share
|
|
|
|
|
|
|
|
(47,621) |
|
|
|
|
|
|
(47,621) |
|
Purchases of common stock for treasury |
|
(192) |
|
|
|
|
|
|
|
|
(11,158) |
|
|
|
|
(11,158) |
|
Treasury shares issued for: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercise of stock appreciation rights and options |
|
30 |
|
|
|
|
(1,069) |
|
|
|
|
(59) |
|
|
|
|
(1,128) |
|
Performance share awards |
|
18 |
|
|
|
|
(844) |
|
|
|
|
(301) |
|
|
|
|
(1,145) |
|
Restricted stock units |
|
23 |
|
|
|
|
(1,057) |
|
|
|
|
(120) |
|
|
|
|
(1,177) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Compensation expense — stock appreciation rights and
options
|
|
|
|
|
|
2,437 |
|
|
|
|
|
|
|
|
2,437 |
|
Other share-based compensation expense
|
|
|
|
|
|
4,474 |
|
|
|
|
|
|
|
|
4,474 |
|
Other |
|
15 |
|
|
|
|
(393) |
|
|
42 |
|
|
354 |
|
|
|
|
3 |
|
Balance at June 30, 2019 |
|
38,597 |
|
|
10,000 |
|
|
172,931 |
|
|
1,229,148 |
|
|
(415,159) |
|
|
(99,886) |
|
|
897,034 |
|
Net income |
|
|
|
|
|
|
|
24,042 |
|
|
|
|
|
|
24,042 |
|
Other comprehensive income (loss) |
|
|
|
|
|
|
|
|
|
|
|
(29,544) |
|
|
(29,544) |
|
Cumulative effect of adopting accounting standards |
|
|
|
|
|
|
|
(3,275) |
|
|
|
|
|
|
(3,275) |
|
Cash dividends — $1.26 per share
|
|
|
|
|
|
|
|
(49,305) |
|
|
|
|
|
|
(49,305) |
|
Treasury shares issued for: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercise of stock appreciation rights and options |
|
43 |
|
|
|
|
(730) |
|
|
|
|
71 |
|
|
|
|
(659) |
|
Performance share awards |
|
36 |
|
|
|
|
(1,540) |
|
|
|
|
362 |
|
|
|
|
(1,178) |
|
Restricted stock units |
|
17 |
|
|
|
|
(671) |
|
|
|
|
213 |
|
|
|
|
(458) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Compensation expense — stock appreciation rights and
options
|
|
|
|
|
|
2,954 |
|
|
|
|
|
|
|
|
2,954 |
|
Other share-based compensation expense |
|
|
|
|
|
4,000 |
|
|
|
|
|
|
|
|
4,000 |
|
Other |
|
17 |
|
|
|
|
(452) |
|
|
(40) |
|
|
423 |
|
|
|
|
(69) |
|
Balance at June 30, 2020 |
|
38,710 |
|
|
10,000 |
|
|
176,492 |
|
|
1,200,570 |
|
|
(414,090) |
|
|
(129,430) |
|
|
843,542 |
|
Net income |
|
|
|
|
|
|
|
144,757 |
|
|
|
|
|
|
144,757 |
|
Other comprehensive income (loss) |
|
|
|
|
|
|
|
|
|
|
|
36,338 |
|
|
36,338 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash dividends — $1.30 per share
|
|
|
|
|
|
|
|
(50,992) |
|
|
|
|
|
|
(50,992) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchases of common stock for treasury |
|
(400) |
|
|
|
|
|
|
|
|
(40,089) |
|
|
|
|
(40,089) |
|
Treasury shares issued for: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercise of stock appreciation rights and options |
|
152 |
|
|
|
|
(6,379) |
|
|
|
|
(2,009) |
|
|
|
|
(8,388) |
|
Performance share awards |
|
22 |
|
|
|
|
(985) |
|
|
|
|
(20) |
|
|
|
|
(1,005) |
|
Restricted stock units |
|
19 |
|
|
|
|
(740) |
|
|
|
|
95 |
|
|
|
|
(645) |
|
Compensation expense — stock appreciation rights and
options |
|
|
|
|
|
2,526 |
|
|
|
|
|
|
|
|
2,526 |
|
Other share-based compensation expense |
|
|
|
|
|
6,454 |
|
|
|
|
|
|
|
|
6,454 |
|
Other |
|
13 |
|
|
|
|
(354) |
|
|
78 |
|
|
324 |
|
|
|
|
48 |
|
Balance at June 30, 2021 |
|
38,516 |
|
|
$ |
10,000 |
|
|
$ |
177,014 |
|
|
$ |
1,294,413 |
|
|
$ |
(455,789) |
|
|
$ |
(93,092) |
|
|
$ |
932,546 |
|
See notes to consolidated financial statements.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except per share amounts)
NOTE 1: BUSINESS AND ACCOUNTING POLICIES
Business
Applied Industrial Technologies, Inc. and subsidiaries (the
“Company” or “Applied”) is a leading value-added distributor and
technical solutions provider of industrial motion, fluid power,
flow control, automation technologies, and related maintenance
supplies. Our leading brands, specialized services, and
comprehensive knowledge serve MRO (Maintenance, Repair &
Operations) and OEM (Original Equipment Manufacturer) end users in
virtually all industrial markets through our multi-channel
capabilities that provide choice, convenience, and expertise.
Although the Company does not generally manufacture the products it
sells, it does assemble and repair certain products and
systems.
Consolidation
The consolidated financial statements include the accounts of
Applied Industrial Technologies, Inc. and its subsidiaries.
Intercompany transactions and balances have been eliminated in
consolidation.
Foreign Currency
The financial statements of the Company’s Canadian, Mexican,
Australian and New Zealand subsidiaries are measured using local
currencies as their functional currencies. Assets and liabilities
are translated into U.S. dollars at current exchange rates, while
income and expenses are translated at average exchange rates.
Translation gains and losses are reported in other comprehensive
loss in the statements of consolidated comprehensive income. Gains
and losses resulting from transactions denominated in foreign
currencies are included in the statements of consolidated income as
a component of other income, net.
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 Cash Equivalents
The Company considers all short-term, highly liquid investments
with maturities of three months or less at the date of purchase to
be cash equivalents. Cash and cash equivalents are carried at cost,
which approximates fair value.
Marketable Securities
The primary marketable security investments of the Company include
money market and mutual funds held in a rabbi trust for a
non-qualified deferred compensation plan. These are included in
other assets in the consolidated balance sheets, are classified as
trading securities, and are reported at fair value based on quoted
market prices. Changes in the fair value of the investments during
the period are recorded in other income, net in the statements of
consolidated income.
Concentration of Credit Risk
The Company has a broad customer base representing many diverse
industries across North America, Australia, New Zealand, and
Singapore. As such, the Company does not believe that a significant
concentration of credit risk exists in its accounts receivable. The
Company’s cash and cash equivalents consist of deposits with
commercial banks and regulated non-bank subsidiaries. While the
Company monitors the creditworthiness of these institutions, a
crisis in the financial systems could limit access to funds and/or
result in the loss of principal. The terms of these deposits and
investments provide that all monies are available to the Company
upon demand.
Accounts Receivable
Accounts receivable are stated at their estimated net realizable
value and consist of amounts billed or billable and currently due
from customers. The Company maintains an allowance for doubtful
accounts, which reflects management’s best estimate of probable
losses based on an analysis of customer accounts, known troubled
accounts, historical experience with write-offs, and other
currently available evidence.
Allowances for Doubtful Accounts
The Company evaluates the collectibility of trade 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 adjusted based on recent
trends of customers and industries estimated to be greater credit
risks, trends within the entire customer pool, and changes in the
overall aging of accounts receivable. Accounts are written off
against the allowance when it becomes evident collection will not
occur. While the Company has a large customer base that is
geographically dispersed, a general economic downturn in any of the
industry segments in which the Company operates could result in
higher than expected defaults, and therefore, the need to revise
estimates for bad debts. The allowance for doubtful accounts was
$16,455 and $13,661 at June 30, 2021 and June 30, 2020,
respectively.
Inventories
Inventories are valued at average cost, using the last-in,
first-out (LIFO) method for U.S. inventories and the average cost
method for foreign inventories. The Company adopted the link chain
dollar value LIFO method of accounting for U.S. inventories in
fiscal 1974. At June 30, 2021, approximately 19.8% of the
Company’s domestic inventory dollars relate to LIFO layers added in
the 1970s. The Company maintains five LIFO pools based on the
following product groupings: bearings, power transmission products,
rubber products, fluid power products and other products. LIFO
layers and/or liquidations are determined consistently
year-to-year.
The Company evaluates the recoverability of its slow moving and
inactive inventories at least quarterly. The Company estimates the
recoverable cost of such inventory by product type while
considering factors such as its age, historic and current demand
trends, the physical condition of the inventory, as well as
assumptions regarding future demand. The Company’s ability to
recover its cost for slow moving or obsolete inventory can be
affected by such factors as general market conditions, future
customer demand, and relationships with suppliers. Historically,
the Company’s inventories have demonstrated long shelf lives, are
not highly susceptible to obsolescence, and, in certain instances,
can be eligible for return under supplier return
programs.
Supplier Purchasing Programs
The Company enters into agreements with certain suppliers providing
inventory purchase incentives. The Company’s inventory purchase
incentive 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; however, program length and
ending dates can vary. Incentives are received in the form of cash
or credits against purchases upon attainment of specified purchase
volumes and are received either monthly, quarterly or annually. The
incentives are generally 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 incentives based upon cumulative purchases
of inventory. The percentage level utilized is based upon the
estimated total volume of purchases expected during the life of the
program. Supplier programs are analyzed each quarter to determine
the appropriateness of the amount of purchase incentives accrued.
Upon program completion, differences between estimates and actual
incentives subsequently received have not been material. Benefits
under these supplier purchasing programs are recognized under the
Company’s inventory accounting methods as a reduction of cost of
sales when the inventories representing these purchases are
recorded as cost of sales. Accrued incentives expected to be
settled as a credit against future purchases are reported on the
consolidated balance sheets as an offset to amounts due to the
related supplier.
Property and Related Depreciation and Amortization
Property and equipment are recorded at cost. Depreciation is
computed using the straight-line method over the estimated useful
lives of the assets and is included in selling, distribution and
administrative expense in the accompanying statements of
consolidated income. Buildings, building improvements and leasehold
improvements are depreciated over
ten to thirty years or the life of the lease if a shorter
period, and equipment is depreciated over
three to ten years. The Company capitalizes internal use
software development costs in accordance with guidance on
accounting for costs of computer software developed or obtained for
internal use. Amortization of software begins when it is ready for
its intended use, and is computed on a straight-line basis over the
estimated useful life of the software, generally not to exceed
twelve years. Capitalized software and hardware costs are
classified as property on the consolidated balance sheets. The
carrying values of property and equipment are reviewed for
impairment when events or changes in circumstances indicate that
the asset group's recorded value cannot be recovered from
undiscounted future cash flows. Impairment losses, if any, would be
measured based upon the difference between the carrying amount of
an asset group and its fair value.
Goodwill and Intangible Assets
Goodwill is recognized as the excess cost of an acquired entity
over the net amount assigned to assets acquired and liabilities
assumed. Goodwill is not amortized. Goodwill is reviewed for
impairment annually as of January 1 or whenever changes in
conditions indicate an evaluation should be completed. These
conditions could include a significant change in the business
climate, legal factors, operating performance indicators,
competition, or sale or disposition of a significant portion of a
reporting unit. The Company utilizes the income and market
approaches to determine the fair value of reporting units.
Evaluating impairment requires significant judgment by management,
including estimated future operating results, estimated future cash
flows, the long-term rate of growth of the business, and
determination of an appropriate discount rate. While the Company
uses available information to prepare the estimates and
evaluations, actual results could differ
significantly.
The Company recognizes acquired identifiable intangible assets such
as customer relationships, trade names, vendor relationships, and
non-competition agreements apart from goodwill. Customer
relationship identifiable intangibles are amortized using the
sum-of-the-years-digits method or the expected cash flow method
over estimated useful lives consistent with assumptions used in the
determination of their value. Amortization of all other
finite-lived identifiable intangible assets is computed using the
straight-line method over the estimated period of benefit.
Amortization of identifiable intangible assets is included in
selling, distribution and administrative expense in the
accompanying statements of consolidated income. Identifiable
intangible assets with finite lives are reviewed for impairment
when changes in conditions indicate carrying value may not be
recoverable. If circumstances require a finite-lived intangible
asset be tested for possible impairment, the Company first compares
undiscounted cash flows expected to be generated by the asset to
the carrying value of the asset. If the carrying value of the
finite-lived intangible asset is not recoverable on an undiscounted
cash flow basis, impairment is recognized to the extent that the
carrying value exceeds its fair value determined through a
discounted cash flow model. Identifiable intangible assets with
indefinite lives are reviewed for impairment on an annual basis or
whenever changes in conditions indicate an evaluation should be
completed. The Company does not currently have any indefinite-lived
identifiable intangible assets.
Self-Insurance Liabilities
The Company maintains business insurance programs with significant
self-insured retention covering workers’ compensation, business,
automobile, general product liability and other claims. The Company
accrues estimated losses including those incurred but not reported
using actuarial calculations, models and assumptions based on
historical loss experience. The Company also maintains a
self-insured health benefits plan which provides medical benefits
to U.S. based employees electing coverage under the plan. The
Company estimates its reserve for all unpaid medical claims,
including those incurred but not reported, based on historical
experience, adjusted as necessary based upon management’s reasoned
judgment.
Revenue Recognition
The Company primarily sells purchased products distributed through
its network of service centers and recognizes revenue at a point in
time when control of the product transfers to the customer,
typically upon shipment from an Applied facility or directly from a
supplier. For products that ship directly from suppliers to
customers, Applied generally acts as the principal in the
transaction and recognizes revenue on a gross basis. Revenue
recognized over time is not significant. Revenue is measured as the
amount of consideration expected to be received in exchange for the
products and services provided, net of allowances for product
returns, variable consideration, and any taxes collected from
customers that will be remitted to governmental authorities.
Shipping and handling costs are recognized in net sales when they
are billed to the customer. The Company has elected to account for
shipping and handling activities as fulfillment costs. There are no
significant costs associated with obtaining customer
contracts.
Payment terms with customers vary by the type and location of the
customer and the products or services offered. The Company does not
adjust the promised amount of consideration for the effects of
significant financing components based on the expectation that the
period between when the Company transfers a promised good or
service to a customer and when the customer pays for that good or
service will be one year or less. Arrangements with customers that
include payment terms extending beyond one year are not
significant.
The Company’s products are generally sold with a right of return
and may include variable consideration in the form of incentives,
discounts, credits or rebates. Product returns are estimated based
on historical return rates. The returns reserve was $9,772 and
$9,883 at June 30, 2021 and June 30, 2020,
respectively.
The Company estimates and recognizes variable consideration based
on historical experience to determine the expected amount to which
the Company will be entitled in exchange for transferring the
promised goods or services to a customer. The Company records
variable consideration as an adjustment to the transaction price in
the period it
is incurred. The realization of variable consideration occurs
within a short period of time from product delivery; therefore, the
time value of money effect is not significant.
Shipping and Handling Costs
The Company records freight payments to third parties in cost of
sales and internal delivery costs in selling, distribution and
administrative expense in the accompanying statements of
consolidated income. Internal delivery costs in selling,
distribution and administrative expense were approximately $15,970,
$19,620 and $24,090 for the fiscal years ended June 30, 2021,
2020 and 2019, respectively.
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.
Uncertain tax positions meeting a more-likely-than-not recognition
threshold are recognized in accordance with Accounting Standards
Codification (ASC) Topic 740 - Income Taxes. The Company recognizes
accrued interest and penalties related to unrecognized income tax
benefits in the provision for income taxes.
Share-Based Compensation
Share-based compensation represents the cost related to share-based
awards granted to employees under the 2019 Long-Term Performance
Plan, the 2015 Long-Term Performance Plan, the 2011 Long-Term
Performance Plan, or the 2007 Long-Term Performance Plan. The
Company measures share-based compensation cost at the grant date,
based on the estimated fair value of the award and recognizes the
cost over the requisite service period. Non-qualified stock
appreciation rights (SARs) and stock options are granted with an
exercise price equal to the closing market price of the Company’s
common stock at the date of grant and the fair values are
determined using a Black-Scholes option pricing model, which
incorporates assumptions regarding the expected volatility, the
expected option life, the risk-free interest rate and the expected
dividend yield. SARs and stock option awards generally vest over
four years of continuous service and have ten-year contractual
terms. The fair value of restricted stock awards, restricted stock
units (RSUs), and performance shares are based on the closing
market price of Company common stock on the grant
date.
Treasury Shares
Shares of common stock repurchased by the Company are recorded at
cost as treasury shares and result in a reduction of shareholders’
equity in the consolidated balance sheets. The Company uses the
weighted-average cost method for determining the cost of shares
reissued. The difference between the cost of the shares and the
reissuance price is added to or deducted from additional paid-in
capital.
Derivatives
The Company records all derivatives on the balance sheet at fair
value. The accounting for changes in the fair value of derivatives
depends on the intended use of the derivative, whether the Company
has elected to designate a derivative in a hedging relationship and
apply hedge accounting, and whether the hedging relationship has
satisfied the criteria necessary to apply hedge accounting.
Derivatives designated and qualifying as a hedge of the exposure to
changes in the fair value of an asset, liability, or firm
commitment attributable to a particular risk, such as interest rate
risk, are considered fair value hedges. Derivatives designated and
qualifying as a hedge of the exposure to variability in expected
future cash flows, or other types of forecasted transactions, are
considered cash flow hedges. Derivatives may also be designated as
hedges of the foreign currency exposure of a net investment in a
foreign operation. Hedge accounting generally provides for the
matching of the timing of gain or loss recognition on the hedging
instrument with the recognition of the changes in the fair value of
the hedged asset or liability that are attributable to the hedged
risk in a fair value hedge or the earnings effect of the hedged
forecasted transactions in a cash flow hedge. The Company may enter
into derivative contracts that are intended to economically hedge
certain risks, even though hedge accounting does not apply or the
Company elects not to apply hedge accounting.
In accordance with the FASB’s fair value measurement guidance, the
Company made an accounting policy election to measure the credit
risk of its derivative financial instruments that are subject to
master netting agreements on a net basis by counterparty
portfolio.
Retirement Savings Plan
Substantially all U.S. employees participate in the Applied
Industrial Technologies, Inc. Retirement Savings Plan. Participants
may elect 401(k) contributions of up to 50% of their compensation,
subject to Internal Revenue Code maximums. The Company partially
matches 401(k) contributions by participants. The Company’s expense
for matching of employees’ 401(k) contributions was $3,945, $5,959
and $7,711 during 2021, 2020 and 2019, respectively.
Deferred Compensation Plans
The Company has deferred compensation plans that enable certain
employees of the Company to defer receipt of a portion of their
compensation. Assets held in these rabbi trusts consist of
investments in money market and mutual funds and Company common
stock.
Post-employment Benefit Plans
The Company provides the following post-employment benefits which,
except for the Qualified Defined Benefit Retirement Plan and Key
Executive Restoration Plan, are unfunded:
Supplemental Executive Retirement Benefits Plan
The Company has a non-qualified pension plan to provide
supplemental retirement benefits to certain officers. Benefits are
payable and determinable at retirement based upon a percentage of
the participant’s historical compensation. The Executive
Organization and Compensation Committee of the Board of Directors
froze participant benefits (credited service and final average
earnings) and entry into the Supplemental Executive Retirement
Benefits Plan (SERP) effective December 31, 2011. The Company
recorded net periodic benefit costs associated with the SERP of
$401, $317, and $414 in fiscal 2021,
2020,
and 2019, respectively. The Company expects to make payments of
approximately $800 under the SERP in fiscal 2022 and 2023, and
approximately $200 in fiscal 2024.
Key Executive Restoration Plan
In fiscal 2012, the Company adopted the Key Executive Restoration
Plan (KERP), a funded, non-qualified deferred compensation plan, to
replace the SERP. The Company recorded $334, $189, and $400 of
expense associated with this plan in fiscal 2021,
2020,
and 2019, respectively.
Qualified Defined Benefit Retirement Plan
The Company has a qualified defined benefit retirement plan that
provides benefits to certain hourly employees at retirement. These
employees did not participate in the Retirement Savings Plan. The
benefits are based on length of service and date of retirement. The
plan accruals were frozen as of April 16, 2018, and employees are
permitted to participate in the Retirement Savings Plan, following
that date. The Company recorded net periodic cost (benefits)
associated with this plan of $46, $(116), and $(34) in fiscal
2021,
2020,
and 2019, respectively
Retiree Health Care Benefits
The Company provides health care benefits, through third-party
policies, to eligible retired employees who pay 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 employees at no cost to the
individual. The Company recorded net periodic benefits associated
with these plans of $161, $257, and $418 in fiscal
2021,
2020,
and 2019, respectively.
The Company has determined that the related disclosures under ASC
Topic 715 - Compensation, Retirement Benefits, for these
post-employment benefit plans are not material to the consolidated
financial statements.
Leases
The Company leases facilities for certain service centers,
warehouses, distribution centers and office space. The Company also
leases office equipment and vehicles. All leases are classified as
operating. The Company’s leases expire at various dates through
2031, with terms ranging from 1 year to 15 years. Many of the
Company’s real estate leases contain renewal provisions to extend
lease terms up to 5 years. The exercise of renewal options is
solely at the Company’s discretion. The Company’s lease agreements
do not contain material variable lease payments, residual value
guarantees or restrictive covenants. The Company does not recognize
right-of-use assets or lease liabilities for short-term leases with
initial terms of 12 months or less. Leased vehicles comprise the
majority of the Company’s short-term leases. All other leases are
recorded on the balance sheet with right-of-use assets representing
the right to use the underlying asset for the lease term and lease
liabilities representing lease payment obligations. The Company’s
leases do not provide implicit rates; therefore the Company uses
its incremental borrowing rate as the discount rate for measuring
lease liabilities. Non-lease components are accounted for
separately from lease components. The Company’s operating lease
expense is recognized on a straight-line basis over the lease term
and is recorded in selling, distribution and administrative expense
on the statements of consolidated income.
Recently Adopted Accounting Guidance
Accounting for current expected credit losses
In June 2016, the FASB issued its final standard on measurement of
credit losses on financial instruments. This standard, issued as
ASU 2016-13, requires that an entity measure impairment of certain
financial instruments, including trade receivables, based on
expected losses rather than incurred losses. This update is
effective for annual and interim financial statement periods
beginning after December 15, 2019, with early adoption permitted
for financial statement periods beginning after December 15, 2018.
In November 2018, April 2019, May 2019, November 2019, and February
2020, the FASB issued ASU 2018-19, ASU 2019-04, ASU 2019-05, ASU
2019-11 and ASU 2020-02, respectively, which clarify the guidance
in ASU 2016-13. The Company adopted the new guidance in the first
quarter of fiscal 2021. The adoption of this guidance did not have
a material impact on the Company's financial statements or related
disclosures.
Recently Issued Accounting Guidance
In December 2019, the FASB issued its final standard on simplifying
the accounting for income taxes. This standard, issued as ASU
2019-12, makes a number of changes meant to add or clarify guidance
on accounting for income taxes. This update is effective for annual
and interim financial statement periods beginning after December
15, 2020, with early adoption permitted in any interim period for
which financial statements have not yet been filed. The Company has
determined that this pronouncement will not have a material impact
on its financial statements and related disclosures.
NOTE 2: REVENUE RECOGNITION
Disaggregation of Revenues
The following tables present the Company's net sales by reportable
segment and by geographic areas based on the location of the
facility shipping the product for the years ended June 30,
2021, 2020 and 2019. Other countries consist of Mexico, Australia,
New Zealand, and Singapore.
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended June 30, 2021 |
|
Service Center Based Distribution |
Fluid Power & Flow Control |
Total |
Geographic Areas: |
|
|
|
United States |
$ |
1,768,965 |
|
$ |
1,013,894 |
|
$ |
2,782,859 |
|
Canada |
255,360 |
|
— |
|
255,360 |
|
Other countries |
175,208 |
|
22,492 |
|
197,700 |
|
Total |
$ |
2,199,533 |
|
$ |
1,036,386 |
|
$ |
3,235,919 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended June 30, 2020 |
|
Service Center Based Distribution |
Fluid Power & Flow Control |
Total |
Geographic Areas: |
|
|
|
United States |
$ |
1,833,275 |
|
$ |
986,125 |
|
$ |
2,819,400 |
|
Canada |
248,610 |
|
— |
|
248,610 |
|
Other countries |
160,064 |
|
17,578 |
|
177,642 |
|
Total |
$ |
2,241,949 |
|
$ |
1,003,703 |
|
$ |
3,245,652 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended June 30, 2019 |
|
Service Center Based Distribution |
Fluid Power & Flow Control |
Total |
Geographic Areas: |
|
|
|
United States |
$ |
2,009,479 |
|
$ |
1,007,280 |
|
$ |
3,016,759 |
|
Canada |
271,305 |
|
— |
|
271,305 |
|
Other countries |
172,121 |
|
12,554 |
|
184,675 |
|
Total |
$ |
2,452,905 |
|
$ |
1,019,834 |
|
$ |
3,472,739 |
|
The following tables present the Company’s percentage of revenue by
reportable segment and major customer industry for the years ended
June 30, 2021, 2020, and 2019:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended June 30, 2021 |
|
Service Center Based Distribution |
|
Fluid Power & Flow Control |
|
Total |
General Industry |
35.8 |
% |
|
40.0 |
% |
|
37.2 |
% |
Industrial Machinery |
9.8 |
% |
|
26.8 |
% |
|
15.2 |
% |
Food |
13.5 |
% |
|
2.9 |
% |
|
10.1 |
% |
Metals |
10.5 |
% |
|
6.8 |
% |
|
9.3 |
% |
Forest Products |
10.7 |
% |
|
2.9 |
% |
|
8.2 |
% |
Chem/Petrochem |
3.3 |
% |
|
13.6 |
% |
|
6.6 |
% |
Cement & Aggregate |
7.9 |
% |
|
1.1 |
% |
|
5.7 |
% |
Transportation |
4.6 |
% |
|
4.8 |
% |
|
4.7 |
% |
Oil & Gas |
3.9 |
% |
|
1.1 |
% |
|
3.0 |
% |
Total |
100.0 |
% |
|
100.0 |
% |
|
100.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended June 30, 2020 |
|
Service Center Based Distribution |
|
Fluid Power & Flow Control |
|
Total |
General Industry |
35.0 |
% |
|
41.2 |
% |
|
36.8 |
% |
Industrial Machinery |
9.7 |
% |
|
24.4 |
% |
|
14.3 |
% |
Food |
12.2 |
% |
|
3.1 |
% |
|
9.4 |
% |
Metals |
11.1 |
% |
|
7.2 |
% |
|
9.9 |
% |
Forest Products |
9.3 |
% |
|
3.7 |
% |
|
7.6 |
% |
Chem/Petrochem |
3.3 |
% |
|
13.4 |
% |
|
6.4 |
% |
Cement & Aggregate |
7.3 |
% |
|
1.0 |
% |
|
5.4 |
% |
Transportation |
4.6 |
% |
|
4.4 |
% |
|
4.5 |
% |
Oil & Gas |
7.5 |
% |
|
1.6 |
% |
|
5.7 |
% |
Total |
100.0 |
% |
|
100.0 |
% |
|
100.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended June 30, 2019 |
|
Service Center Based Distribution |
|
Fluid Power & Flow Control |
|
Total |
General Industry |
33.7 |
% |
|
43.0 |
% |
|
36.3 |
% |
Industrial Machinery |
10.4 |
% |
|
21.8 |
% |
|
13.8 |
% |
Food |
10.6 |
% |
|
2.7 |
% |
|
8.3 |
% |
Metals |
12.6 |
% |
|
9.4 |
% |
|
11.6 |
% |
Forest Products |
8.0 |
% |
|
3.1 |
% |
|
6.6 |
% |
Chem/Petrochem |
3.1 |
% |
|
13.8 |
% |
|
6.3 |
% |
Cement & Aggregate |
6.7 |
% |
|
1.0 |
% |
|
5.0 |
% |
Transportation |
4.8 |
% |
|
3.1 |
% |
|
4.3 |
% |
Oil & Gas |
10.1 |
% |
|
2.1 |
% |
|
7.8 |
% |
Total |
100.0 |
% |
|
100.0 |
% |
|
100.0 |
% |
The following tables present the Company’s percentage of revenue by
reportable segment and product line for the years ended
June 30, 2021, 2020, and 2019:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended June 30, 2021 |
|
Service Center Based Distribution |
|
Fluid Power & Flow Control |
|
Total |
Power Transmission |
37.3 |
% |
|
7.5 |
% |
|
27.8 |
% |
Fluid Power |
13.2 |
% |
|
38.0 |
% |
|
21.2 |
% |
Bearings, Linear & Seals |
29.0 |
% |
|
0.4 |
% |
|
19.8 |
% |
General Maintenance; Hose Products |
20.5 |
% |
|
16.9 |
% |
|
19.3 |
% |
Specialty Flow Control |
— |
% |
|
37.2 |
% |
|
11.9 |
% |
Total |
100.0 |
% |
|
100.0 |
% |
|
100.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended June 30, 2020 |
|
Service Center Based Distribution |
|
Fluid Power & Flow Control |
|
Total |
Power Transmission |
35.4 |
% |
|
9.5 |
% |
|
27.4 |
% |
Fluid Power |
13.4 |
% |
|
39.0 |
% |
|
21.3 |
% |
Bearings, Linear & Seals |
26.6 |
% |
|
0.3 |
% |
|
18.5 |
% |
General Maintenance; Hose Products |
24.6 |
% |
|
11.7 |
% |
|
20.6 |
% |
Specialty Flow Control |
— |
% |
|
39.5 |
% |
|
12.2 |
% |
Total |
100.0 |
% |
|
100.0 |
% |
|
100.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended June 30, 2019 |
|
Service Center Based Distribution |
|
Fluid Power & Flow Control |
|
Total |
Power Transmission |
33.9 |
% |
|
1.6 |
% |
|
24.4 |
% |
Fluid Power |
13.5 |
% |
|
39.4 |
% |
|
21.1 |
% |
Bearings, Linear & Seals |
27.5 |
% |
|
0.3 |
% |
|
19.5 |
% |
General Maintenance; Hose Products |
25.1 |
% |
|
5.3 |
% |
|
19.3 |
% |
Specialty Flow Control |
— |
% |
|
53.4 |
% |
|
15.7 |
% |
Total |
100.0 |
% |
|
100.0 |
% |
|
100.0 |
% |
Contract Assets
The Company’s contract assets consist of un-billed amounts
resulting from contracts for which revenue is recognized over time
using the cost-to-cost method, and for which revenue recognized
exceeds the amount billed to the customer.
Activity related to contract assets, which are included in other
current assets on the consolidated balance sheet, is as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2021 |
June 30, 2020 |
$ Change |
% Change |
Contract assets |
$ |
15,178 |
|
$ |
8,435 |
|
$ |
6,743 |
|
79.9 |
% |
The difference between the opening and closing balances of the
Company's contract assets primarily results from the timing
difference between the Company's performance and when the customer
is billed.
NOTE 3: BUSINESS COMBINATIONS
The operating results of all acquired entities are included within
the consolidated operating results of the Company from the date of
each respective acquisition.
Fiscal 2021 Acquisitions
On December 31, 2020, the Company acquired 100% of the outstanding
shares of Gibson Engineering (Gibson), a Norwood, Massachusetts
provider of automation products, services, and engineered solutions
focused on machine vision, motion control, mobile and collaborative
robotic solutions, intelligent sensors, and other related
equipment. Gibson is included in the Fluid Power & Flow Control
segment. The purchase price for the acquisition was $15,450, net
tangible assets acquired were $1,030, and intangible assets
including goodwill were $14,420 based upon preliminary estimated
fair values at the acquisition date, which are subject to
adjustment. The purchase price includes $1,938 of acquisition
holdback payments, which are included in other current liabilities
and other liabilities on the consolidated balance sheet as of
June 30, 2021, and which will be paid on the first and second
anniversaries of the acquisition date with interest at a fixed rate
of 1.0% per annum. The Company funded this acquisition using
available cash. The acquisition price and the results of operations
for the acquired entity are not material in relation to the
Company's consolidated financial statements.
On October 5, 2020, the Company acquired substantially all of the
net assets of Advanced Control Solutions (ACS), which operates four
locations in Georgia, Tennessee and Alabama. ACS is a provider of
automation products, services, and engineered solutions focused on
machine vision equipment and software, mobile and collaborative
robotic solutions, intelligent sensors, logic controllers, and
other related equipment. ACS is included in the Fluid Power &
Flow Control segment. The purchase price for the acquisition was
$17,867, net tangible assets acquired were $1,210, and intangible
assets including goodwill were $16,657 based upon estimated fair
values at the acquisition date. The Company funded this acquisition
using available cash. The acquisition price and the results of
operations for the acquired entity are not material in relation to
the Company's consolidated financial statements.
Fiscal 2020 Acquisitions
On August 21, 2019, the Company acquired 100% of the outstanding
shares of Olympus Controls (Olympus), a
Portland, Oregon automation solutions provider - including design,
assembly, integration, and distribution - of
motion control, machine vision, and robotic technologies. Olympus
is included in the Fluid Power & Flow Control
segment. The purchase price for the acquisition was $36,642, net
tangible assets acquired were $9,540, and
intangible assets including goodwill was $27,102 based upon
estimated fair values at the acquisition date. The
Company funded this acquisition using available cash. The
acquisition price and the results of operations for
the
acquired entity are not material in relation to the Company's
consolidated financial statements.
Fiscal 2019 Acquisitions
On March 4, 2019, the Company acquired substantially all of the net
assets of MilRoc Distribution (MilRoc) and Woodward Steel
(Woodward). MilRoc is an Oklahoma based distributor of oilfield
specific products, namely pumps and valves, as well as equipment
repair services and industrial parts to the oil & gas industry.
Woodward is an Oklahoma based steel supplier to the oil & gas
and agriculture industries. MilRoc and Woodward are both included
in the Service Center Based Distribution segment. The purchase
price for the acquisition was $35,000, net tangible assets acquired
were $17,788, and intangible assets including goodwill was $17,212
based upon estimated fair values at the acquisition date. The
purchase price includes $4,375 of acquisition holdback payments, of
which $1,244 and $1,666 were paid during fiscal 2021 and 2020,
respectively. The remaining balance of $1,465 is included in other
current liabilities on the consolidated balance sheet as of
June 30, 2021, and which will be paid on the third anniversary
of the acquisition date with interest at a fixed rate of 2.0% per
annum. The Company funded this acquisition using available cash.
The acquisition price and the results of operations for the
acquired entity are not material in relation to the Company's
consolidated financial statements.
On November 2, 2018, the Company acquired substantially all of the
net assets of Fluid Power Sales, Inc. (FPS), a Baldwinsville, New
York based manufacturer and distributor of fluid power components,
specializing in the engineering and fabrication of manifolds and
power units. FPS is included in the Fluid Power & Flow Control
segment. The purchase price for the acquisition was $8,066, net
tangible assets acquired were $4,151, and goodwill was $3,915 based
upon estimated fair values at the acquisition date. The purchase
price included $1,200 of acquisition holdback payments, of which
$600 was paid during fiscal years 2021 and 2020. The Company funded
this acquisition using available cash. The acquisition price and
the results of operations for the acquired entity are not material
in relation to the Company's consolidated financial
statements.
Holdback Liabilities for Acquisitions
Acquisition holdback payments of approximately $2,569 and $969 will
be made in fiscal 2022 and 2023, respectively. The related
liabilities for these payments are recorded in the consolidated
balance sheets in other current liabilities for the amounts due in
fiscal year 2022 and other liabilities for the amounts due in
fiscal year 2023.
NOTE 4: INVENTORIES
Inventories consist of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, |
|
2021 |
|
2020 |
U.S. inventories at average cost |
|
$ |
387,456 |
|
|
$ |
431,866 |
|
Foreign inventories at average cost |
|
126,945 |
|
|
112,795 |
|
|
|
514,401 |
|
|
544,661 |
|
Less: Excess of average cost over LIFO cost for U.S.
inventories |
|
151,854 |
|
|
155,511 |
|
Inventories on consolidated balance sheets |
|
$ |
362,547 |
|
|
$ |
389,150 |
|
The overall impact of LIFO layer liquidations increased gross
profit by $3,895, $1,990, and $112 in fiscal 2021, fiscal 2020, and
fiscal 2019, respectively.
NOTE 5: GOODWILL AND INTANGIBLES
The changes in the carrying amount of goodwill for both the Service
Center Based Distribution segment and the Fluid Power & Flow
Control segment for the years ended June 30, 2021 and 2020 are
as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Service Center Based Distribution |
|
Fluid Power & Flow Control |
|
Total |
Balance at July 1, 2019 |
$ |
213,634 |
|
|
$ |
448,357 |
|
|
$ |
661,991 |
|
Goodwill adjusted/acquired during the year |
(3,393) |
|
|
14,667 |
|
|
11,274 |
|
Impairment |
— |
|
|
(131,000) |
|
|
(131,000) |
|
Other, primarily currency translation |
(1,671) |
|
|
— |
|
|
(1,671) |
|
Balance at June 30, 2020 |
208,570 |
|
|
332,024 |
|
|
540,594 |
|
Goodwill acquired during the year |
— |
|
|
15,757 |
|
|
15,757 |
|
|
|
|
|
|
|
Other, primarily currency translation |
3,726 |
|
|
— |
|
|
3,726 |