Washington, D.C. 20549
Quarterly Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934
For the quarterly period endedMarch 26, 2004
Commission File Number:001-9249
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, and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).
69,411,000 common shares were outstanding as of April 26, 2004.
Page Number
See notes to consolidated financial statements.
GRACO INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Unaudited)
The consolidated balance sheet of Graco Inc. and Subsidiaries (the Company) as of March 26, 2004 and the related statements of earnings and cash flows for the thirteen weeks then ended have been prepared by the Company without being audited.
In the opinion of management, these consolidated statements reflect all adjustments (consisting of only normal recurring adjustments) necessary to present fairly the financial position of Graco Inc. and Subsidiaries as of March 26, 2004, and the results of operations and cash flows for all periods presented.
Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. Therefore, these statements should be read in conjunction with the financial statements and notes thereto included in the Company’s 2003 Form 10-K.
The results of operations for interim periods are not necessarily indicative of results that will be realized for the full fiscal year.
On February 20, 2004, the Board of Directors declared a three-for-two split of the Company’s common stock. The split was distributed on March 30, 2004 to shareholders of record on March 16, 2004. Share and per share amounts for all periods presented reflect the stock split.
The following table sets forth the computation of basic and diluted earnings per share (in thousands, except per share amounts):
The Company accounts for its stock option and purchase plans using the intrinsic value method and has adopted the “disclosure only” provisions of Statement of Financial Accounting Standards (SFAS) No. 123, as amended by SFAS No. 148, “Accounting for Stock-Based Compensation — Transition and Disclosure.” No compensation cost has been recognized for the Employee Stock Purchase Plan and stock options granted under the various stock incentive plans.
Had compensation cost been determined based upon fair value (using the Black-Scholes option-pricing method) at the grant date for awards under these plans, the Company’s net earnings and earnings per share would have been reduced as follows (in thousands, except per share amounts):
Total comprehensive income for the quarter was $22.0 million in 2004 and $18.4 million in 2003. There have been no significant changes to the components of comprehensive income from those noted on the 2003 Form 10-K.
The Company has three reportable segments; Industrial/Automotive, Contractor and Lubrication. The Company does not identify assets by segment. Sales and operating earnings by segment for the thirteen weeks ended March 26, 2004 and March 28, 2003 were as follows (in thousands):
Major components of inventories were as follows (in thousands):
Information related to other intangible assets follows (in thousands):
Amortization of intangibles during the first quarter of 2004 was $.6 million. Estimated annual amortization is as follows: $1.7 million in 2004, $1.1 million in 2005, $.9 million in 2006, $.9 million in 2007, $.4 million in 2008 and $.3 million thereafter.
A liability is established for estimated future warranty and service claims that relate to current and prior period sales. The Company estimates warranty costs based on historical claim experience and other factors including evaluating specific customer warranty issues. Following is a summary of activity in accrued warranty and service liabilities (in thousands):
Results of Operations
The following table sets forth items from the Company’s Consolidated Statements of Earnings as percentages of net sales:
Net Sales
Sales by segment and geographic area were as follows (in thousands):
1North and South America, including the U.S.2Europe, Africa and Middle East
Consolidated sales increased by 13 percent compared to the first quarter last year; 9 percent when translated at consistent exchange rates. All operating segments and geographic regions had increases. Most of the translation effect came from the strengthening of the European euro. Sales in Europe increased 3 percent in local currencies, 18 percent when translated into U.S. dollars.
Industrial/Automotive sales increased by 21 percent, 14 percent translated at consistent exchange rates. Volume was higher in all three regions with double-digit increases in both the Americas and Asia Pacific. Demand for this segment’s products strengthened in the fourth quarter of 2003 and continued to be strong in the first quarter of 2004.
Contractor segment sales increased by 8 percent, 5 percent translated at consistent exchange rates. In the Americas, sales were higher in both the professional paint store channel and the home center channel. In the professional paint store channel, sales increased in nearly every product category, with strong increases in larger paint sprayers. Home center channel sales posted strong gains over the first quarter of last year.
Lubrication segment sales increased by 3 percent, 1 percent translated at consistent exchange rates. Increases from successful sales promotions offset a decrease in control system sales. Sales in the first quarter of 2003 included $1 million from the Matrix fluid dispensing system. Sales of the Matrix system have been suspended pending completion of design changes and successful field-testing.
Gross Profit
Gross profit as a percentage of sales increased to 54.4 percent from 52.7 percent primarily due to favorable currency translation rates. Changes in exchange rates have less impact on the cost of products sold than on sales because most product costs are incurred in U.S. dollars, which had the effect of increasing gross profit rate in the first quarter of 2004 when compared to the same period last year.
Manufacturing productivity and process improvements, savings from the closing of the old Main Plant facility in Minneapolis, Minnesota and segment sales mix (higher proportion of sales from Industrial/Automotive) also had a favorable impact on the gross profit rate.
Operating Expenses
Higher product development expenses reflect the Company’s plans to increase development activity. Such expenses did not change as a percentage of sales.
Selling, marketing and distribution expenses increased by 7 percent, but decreased as a percentage of sales. Changes in exchange rates used to translate expenses incurred in foreign currencies, routine salary rate increases, Sharpe expenses (acquired in the second quarter of 2003) and higher warranty costs all contributed to the increase in selling, marketing and distribution expenses.
General and administrative expenses in 2004 included a $1 million contribution to the Graco Foundation – no contribution was made in the first quarter of 2003. General and administrative expenses also include $.5 million in 2004 for the demolition of the Company’s Main Plant facility. Amortization of intangibles and expenses related to Sharpe operations also contributed to the increase in general and administrative expenses.
Liquidity and Capital Resources
During the quarter, significant uses of cash included $111 million of dividends paid (including $104 million for a one-time special dividend) and $15 million for purchases and retirement of Company common stock.
The Company had unused lines of credit available at March 26, 2004 totaling $47 million. Cash balances of $24 million at March 26, 2004, internally generated funds and unused financing sources provide the Company with the financial flexibility to meet liquidity needs.
Outlook
Management is encouraged by the increased demand for its Industrial/Automotive products over the last six months. In addition to the large increase in Industrial/Automotive, the Contractor segment continues to show higher sales. These increases are evidence that the economy is strengthening and management continues to look for higher sales and net earnings this year.
SAFE HARBOR CAUTIONARY STATEMENT
A forward-looking statement is any statement made in this report and other reports that the Company files periodically with the Securities and Exchange Commission, as well as in press or earnings releases, analyst briefings and conference calls, which reflects the Company’s current thinking on market trends and the Company’s future financial performance at the time they are made. All forecasts and projections are forward-looking statements.
The Company desires to take advantage of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 by making cautionary statements concerning any forward-looking statements made by or on behalf of the Company. The Company cannot give any assurance that the results forecasted in any forward-looking statement will actually be achieved. Future results could differ materially from those expressed, due to the impact of changes in various factors. These risk factors include, but are not limited to: economic conditions in the United States and other major world economies, currency fluctuations, political instability, changes in laws and regulations, and changes in product demand. Please refer to Exhibit 99 to the Company’s Annual Report on Form 10-K for fiscal year 2003 for a more comprehensive discussion of these and other risk factors.
Investors should realize that factors other than those identified above and in Exhibit 99 might prove important to the Company’s future results. It is not possible for management to identify each and every factor that may have an impact on the Company’s operations in the future as new factors can develop from time to time.
Evaluation of disclosure controls and procedures
As of the end of the fiscal quarter covered by this report, the Company carried out an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures. This evaluation was done under the supervision and with the participation of the Company’s President and Chief Executive Officer, Vice President and Controller, Vice President and Treasurer, and Vice President, General Counsel and Secretary. Based upon that evaluation, they concluded that the Company’s disclosure controls and procedures are effective in gathering, analyzing and disclosing information needed to satisfy the Company’s disclosure obligations under the Exchange Act.
Changes in internal controls
During the quarter, there was no change in the Company’s internal control over financial reporting that has materially affected or is reasonably likely to materially affect the Company’s internal control over financial reporting.
PART II
Issuer Purchases of Equity Securities1
On February 22, 2002, the Board of Directors authorized a plan for the Company to purchase up to a total of 2,700,000 shares of its outstanding common stock, primarily through open-market transactions. This plan effectively expired upon approval of a new plan on February 20, 2004, authorizing the purchase of up to 3,000,000 shares and expiring on February 28, 2006.
In addition to shares purchased under the plan, the Company purchases shares of common stock held by employees who wish to tender owned shares to satisfy the exercise price or tax withholding on option exercises.
Information on issuer purchases of equity securities follows:
1 All share and per share data reflects the three-for-two stock splits distributed on June 6, 2002 and March 30, 2004.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.