UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Quarterly Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 1995. Commission File Number: 1-9249 GRACO INC. (Exact name of Registrant as specified in its charter) Minnesota 41-0285640 (State of incorporation) (I.R.S. Employer Identification Number) 4050 Olson Memorial Highway Golden Valley, Minnesota 55422 (Address of principal executive offices) (Zip Code) (612) 623-6000 (Registrant's telephone number, including area code) 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. Yes X No 11,489,516 common shares were outstanding as of March 31, 1995. GRACO INC. AND SUBSIDIARIES INDEX Page Number PART I FINANCIAL INFORMATION Item 1. Financial Statements Consolidated Statements of Earnings 3 Consolidated Balance Sheets 4 Consolidated Statements of Cash Flows 5 Notes to Consolidated Financial Statements 6 Item 2. Management's Discussion and Analysis of Results of Operations and Financial Condition 7 PART II OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K 8 SIGNATURES 9 Stock Option Agreement (Non-ISO) Exhibit 10 Computation of Net Earnings per Common Share Exhibit 11 Financial Data Schedule Exhibit 27 2 PART I GRACO INC. AND SUBSIDIARIES Item 1. CONSOLIDATED STATEMENT OF EARNINGS (Unaudited) Thirteen Weeks Ended March 31, 1995 April 1, 1994 (In thousands except per share amounts) Net sales $95,527 $80,930 Cost of products sold 49,000 42,494 Gross profit 46,527 38,436 Product development 3,921 3,556 Selling 21,690 22,299 General and administrative 11,100 9,488 Operating profit 9,816 3,093 Interest expense 684 368 Other expense, net 396 39 Earnings before income taxes 8,736 2,686 Income taxes 3,300 850 Net earnings $5,436 $1,836 Net earnings per common share $0.47 $0.16 Cash dividend per common share $0.16 $0.14 See notes to consolidated financial statements. 3 GRACO INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (Unaudited) March 31, 1995 December 31, 1994 ASSETS (In thousands) Current Assets: Cash and cash equivalents $809 $2,444 Accounts receivable, less allowances of $5,167 and $4,700 80,097 75,589 Inventories 54,589 50,529 Deferred income taxes 12,086 11,755 Other current assets 2,799 3,628 Total current assets 150,380 143,945 Property, plant and equipment: Cost 151,774 145,164 Less accumulated depreciation (77,767) (75,124) 74,007 70,040 Other assets 14,590 14,400 $238,977 $228,385 LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Notes payable to banks $21,706 $11,675 Current portion of long-term debt 5,916 5,685 Trade accounts payable 17,588 19,764 Dividends payable 1,820 1,857 Income taxes payable 7,943 5,761 Other current liabilities 40,426 44,798 Total current liabilities 95,399 89,540 Long-term debt, less current portion above 24,460 26,798 Retirement benefits and deferred compensation 31,233 30,196 Shareholders' equity: Preferred stock 1,474 1,485 Common stock 11,495 11,366 Additional paid-in capital 20,242 18,289 Retained earnings 54,270 50,702 Other, net 404 9 87,885 81,851 $238,977 $228,385 See notes to consolidated financial statements. 4 GRACO INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) Thirteen Weeks Ended March 31, 1995 April 1, 1994 CASH FLOWS FROM OPERATING ACTIVITIES: (In thousands) Net earnings $5,436 $1,836 Adjustments to reconcile net earnings to net cash provided by operating activities: Depreciation and amortization 3,282 2,600 Deferred income taxes (292) (340) Change in: Accounts receivable (3,044) (5,213) Inventories (3,848) (6,231) Trade accounts payable (2,405) (1,216) Accrued salaries (3,770) (2,154) Retirement benefits and deferred compensation 1,342 938 Other accrued liabilities 671 (1,747) Other 1,297 (852) (1,331) (12,379) CASH FLOWS FROM INVESTING ACTIVITIES: Property, plant and equipment additions (7,526) (2,711) Proceeds from sale of property, plant, and equipment 322 123 Purchases of marketable securities 0 (5,464) Proceeds from marketable securities 0 31,450 (7,204) 23,398 CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from notes payable 33,557 10,155 Payments on notes payable (23,739) (1,053) Payments on long-term debt (2,210) 0 Common stock issued 2,071 2,663 Cash dividends paid (1,905) (32,829) 7,774 (21,064) Effect of exchange rate changes on cash (874) 66 Net decrease in cash and cash equivalents (1,635) (9,979) Cash and cash equivalents: Beginning of year 2,444 11,095 End of period $809 $1,116 See notes to consolidated financial statements. 5 GRACO INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 1. The consolidated balance sheet as of March 31, 1995, the consolidated statements of earnings for the thirteen weeks ended March 31, 1995, and April 1, 1994, and the consolidated statements of 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 necessary to present fairly the financial position of Graco Inc. at March 31, 1995, and April 1, 1994, 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 1994 Form 10-K. The results of operations for interim periods are not necessarily indicative of results which will be realized for the full fiscal year. 2. Major components of inventories were as follows: Mar. 31, 1995 DEC. 30, 1994 Finished products and components $50,406 $46,694 Products and components in various stages of completion 28,086 24,826 Raw materials 11,169 13,918 Reduction to LIFO cost (35,072) (34,909) $54,589 $50,529 6 Item 2. GRACO INC. AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION Results of Operations Net earnings in the first quarter of $5,436,000 increased $3,600,000 from the same period a year ago as the Company continues to have strong sales in the Americas and growth in Europe and in most of the Pacific, despite the economic downturn in Japan. In addition to increased sales, gross margin levels have improved from 1994 and operating expenses as a percent of sales have declined due primarily to cost reduction efforts taken in 1994. Sales in the first quarter of $95,527,000 increased $14,597,000, or 18 percent, from the same period in 1994. Sales in the Americas increased 11 percent to $65,115,000, and European sales were up 35 percent to $16,242,000 (a 23 percent volume increase, and a 12 percent gain due to exchange rates). In the Pacific (excluding Japan), sales increased 79 percent to $8,542,000 (a 78 percent volume increase, and a gain of 1 percent on exchange rates). In Japan, sales increased 4 percent to $ 5,628,000 (a 7 percent volume decrease offset by a gain of 11 percent on exchange rates). Operating expenses of $36,711,000 increased $1,368,000, or 4 percent, from the first quarter of 1994. Product development expense increased 10 percent over 1994, as previously announced initiatives continue. Selling expenses were 3 percent lower than the same period last year, largely due to lower headcount levels associated with the Company's cost reduction efforts taken in 1994. General and administrative costs were up by 17 percent, due primarily to expense items related to increased profitability and special charges. The income tax rate for the quarter was 38 percent compared to 32 percent for the same period in 1994. The increase was due primarily to foreign results effectively taxed at higher rates. For the quarter, consolidated bookings were up 4%. Bookings were up modestly in all regions, with the most significant improvement in Europe. Backlog at March 31, 1995 was $28,000,000, approximately 11 percent higher than it was on December 30, 1994 and 14 percent lower than the first quarter of 1994. The Company expects continued strong performance in the Americas and improved performance in Europe as the economies there continue to strengthen. Performance in Japan remains weak. The Company intends to continue making investments in manufacturing efficiency and new product development, and is striving for a more efficient global sales and marketing organization to improve its financial performance. Financial Condition Cash was used for operating activities and fixed asset additions. Accounts receivable increased $4,508,000 from the prior year-end due to the increased sales volume, and inventories increased $4,060,000 primarily in production. Property, plant and equipment totaling $7,526,000 was purchased during the first quarter. The Company has unused lines of credit available at March 31, 1995, totaling $15 million. 7 PART II Item 6. Exhibits and Reports on Form 8-K (a) Exhibits Stock Option Agreeement Exhibit 10 Form of Agreement used for award of non-incentive stock options to executive officers, dated March 1, 1995. Statement on Computation Exhibit 11 of Per Share Earnings Financial Data Schedule Exhibit 27 (b) No reports on Form 8-K have been filed during the quarter for which this report is filed. 8 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. GRACO INC. Date: May 11, 1995 By: /s/ David A. Koch David A. Koch Chairman and Chief Executive Officer Date: May 11, 1995 By: /s/David M. Lowe David M. Lowe Treasurer (Principal Financial Officer) 9