UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the quarterly period ended March 29, 1997
or
[ ] Transition Report Pursuant to Section 13 of 15(d) of
the Securities Exchange Act of 1934
For the transition period from
[ ] to [ ]
Commission file number 1-5224
I.R.S. Employer Identification Number 06-0548860
THE STANLEY WORKS
(a Connecticut Corporation)
1000 Stanley Drive
New Britain, Connecticut 06053
Telephone: (860) 225-5111
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 [ ]
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date: shares of the
company's Common Stock ($2.50 par value) were outstanding 88,930,692
as of May 3, 1997.
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
THE STANLEY WORKS AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
(Unaudited, Millions of Dollars Except Per Share Amounts)
First Quarter
1997 1996
-------- --------
Net Sales $ 646.6 $ 635.3
Costs and Expenses
Cost of sales 431.4 429.3
Selling, general and administrative 153.2 149.0
Interest - net 4.3 6.5
Other - net 3.6 3.5
Restructuring (4.6) -
-------- --------
587.9 588.3
-------- --------
Earnings before income taxes 58.7 47.0
Income Taxes 22.0 17.4
-------- --------
Net Earnings $ 36.7 $ 29.6
======== ========
Net Earnings Per Share of Common Stock $ 0.41 $ 0.33
======== ========
Dividends per share $ 0.185 $ 0.18
======== ========
Average shares outstanding (in thousands) 88,755 88,815
======== ========
See notes to consolidated financial statements.
-1-
THE STANLEY WORKS AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited, Millions of Dollars)
March 29 December 28
1997 1996
-------- --------
ASSETS
Current Assets
Cash and cash equivalents $ 76.4 $ 84.0
Accounts receivable 453.3 446.3
Inventories 329.2 338.1
Other current assets 40.3 42.5
-------- --------
Total Current Assets 899.2 910.9
Property, plant and equipment 1,206.3 1,224.4
Less: accumulated depreciation (644.7) (654.0)
-------- --------
561.6 570.4
Goodwill and other intangibles 95.9 98.9
Other assets 76.8 79.4
-------- --------
$ 1,633.5 $ 1,659.6
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Short-term borrowings $ 4.2 $ 4.9
Current maturities of long-term debt 49.5 15.1
Accounts payable 111.2 130.8
Accrued expenses 222.1 230.8
-------- --------
Total Current Liabilities 387.0 381.6
Long-term debt 298.9 342.6
Other liabilities 155.7 155.3
Shareholders' Equity
Common stock 230.9 230.9
Retained earnings 939.2 919.0
Foreign currency translation adjustment (51.9) (45.5)
ESOP debt (232.3) (234.8)
-------- --------
885.9 869.6
Less: cost of common stock in treasury 94.0 89.5
-------- --------
Total Shareholders' Equity 791.9 780.1
-------- --------
$ 1,633.5 $ 1,659.6
======== ========
See notes to consolidated financial statements.
-2-
THE STANLEY WORKS AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited, Millions of Dollars)
First Quarter
1997 1996
------ ------
Operating Activities
Net earnings $ 36.7 $ 29.6
Depreciation and amortization 18.5 20.1
Restructuring (4.6) -
Other non-cash items 12.9 5.0
Changes in operating assets
and liabilities (60.4) (18.4)
------ ------
Net cash provided by
operating activities 3.1 36.3
Investing Activities
Capital expenditures (17.2) (13.7)
Capitalized software (2.7) (5.2)
Proceeds from sales of businesses 34.8 1.9
Other 0.8 3.3
------ ------
Net cash provided (used) by
investing activities 15.7 (13.7)
Financing Activities
Payments on long-term debt (1.6) (3.4)
Net short-term borrowings (0.5) (22.7)
Proceeds from issuance of common stock 10.0 22.9
Purchase of common stock for treasury (17.8) (37.5)
Cash dividends on common stock (16.5) (18.7)
------ ------
Net cash used by
financing activities (26.4) (59.4)
Effect of Exchange Rate Changes on Cash - 0.7
------ ------
Decrease in Cash and
Cash Equivalents (7.6) (36.1)
Cash and Cash Equivalents,
Beginning of Period 84.0 75.4
------ ------
Cash and Cash Equivalents,
End of First Quarter $ 76.4 $ 39.3
====== ======
See notes to consolidated financial statements.
-3-
THE STANLEY WORKS AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES
IN SHAREHOLDERS' EQUITY
(Unaudited, Millions of Dollars)
Three Months
1997 1996
-------- -------
Balance at beginning of year $ 780.1 $ 734.6
Net earnings 36.7 29.6
Currency translation adjustment (6.4) 3.9
Cash dividends declared (16.4) (16.2)
Net common stock activity (7.9) (16.5)
Tax benefit related to stock options 2.6 4.7
ESOP debt 2.5 2.4
ESOP tax benefit 0.7 0.8
-------- -------
Balance at end of first quarter $ 791.9 $ 743.3
======== =======
See notes to consolidated financial statements.
-4-
THE STANLEY WORKS AND SUBSIDIARIES
NOTES TO (Unaudited) CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 29, 1997
NOTE A - Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial statements and with the instructions to Form 10-Q and Article 10 of
Regulation S-X and do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
In the opinion of management, all adjustments (consisting of both normal and
recurring items) considered necessary for a fair presentation of the results of
operations for the interim periods have been included. For further information,
refer to the consolidated financial statements and footnotes included in the
company's Annual Report on Form 10-K for the year ended December 28, 1996.
NOTE B - Earnings Per Share
Earnings per share are based upon the weighted average number of common
shares outstanding. The exercise of outstanding stock options would not result
in a material dilution of earnings per share. (See Exhibit 11)
In March 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 128, "Earnings Per Share." This Statement
simplifies the computation of earnings per share (EPS) and makes the computation
more consistent with those of other countries. The implementation will require
the disclosure of basic and diluted EPS. The company will adopt this Statement
during the fourth quarter. The company does not expect the adoption of this new
standard to significantly affect reported earnings per share amounts.
NOTE C - Inventories
The components of inventories at the end of the first quarter of 1997
and at year-end 1996, in millions of dollars, is as follows:
March 28 December 28
1997 1996
------ ------
Finished products $ 223.9 $ 223.2
Work in process 58.0 61.7
Raw materials 45.6 50.9
Supplies 1.7 2.3
------ ------
$ 329.2 $ 338.1
====== ======
-5-
NOTE E - Cash Flow Information
Interest paid during the first quarters of 1997 and 1996 amounted to $5.1
million and $6.9 million, respectively.
Income taxes paid during the first quarters of 1997 and 1996 were $17.3
million and $0.7 million, respectively.
NOTE F - Restructuring
Restructuring charges for the first quarter resulted in a net gain of $4.6
million which includes approximately $6.7 million in gains from recent
divestitures offset by charges for the reorganization of certain operations.
During the first quarter of 1997, the company made severance and other exit
payments of $2.7 million under the previously disclosed restructuring program.
At March 29, 1997, the reserve balance for the company's restructuring
activities was $29.0 million.
-6-
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Results of Operations
The table accompanying this commentary, "Price/Volume Information" provides
detail of the changes in the net sales by business segment and geographic
region. In addition, the "Business Segment Information" tables provide
clarification of reported operating results for the first quarters of 1997 and
1996, reconciling them with normalized "core" results. Core results exclude
restructuring charges and restructuring-related transition costs associated
with the company's previously announced restructuring program. Restructuring-
related transition costs represent plant and equipment relocation, consulting,
duplicate facility costs and other operational expenses that in management's
judgment are being incurred directly as a result of restructuring activity and
will cease upon completion of the related restructuring initiatives. This
supplemental "core" information forms the basis for some of the following
commentary.
Reported net earnings were $37 million or $.41 per share, compared with $30
million or $.33 per share in the first quarter a year ago. Both periods
included restructuring charges and restructuring-related transition costs.
Excluding these items, core net earnings would have been $40 million, or $.45
per share, an 18% increase over the $34 million or $.38 per share earned on a
core basis in the first quarter last year.
Consolidated net sales for the first quarter 1997 were $647 million. This
represents an increase of 2% over sales of $635 million in same quarter of last
year. Internal volume growth was 6% offset by a 3% reduction associated with
recent divestitures and a 1% reduction due to currency translation. Particular
strength was realized in the company's fastening systems and hardware
businesses. While strength in U.S. markets was the primary contributor to
volume gains, internal volume growth was strong across all geographic areas.
Gross profit margin improved in the first quarter to 33.3% of sales from 32.4%
of sales in the prior year. The improvement in margins from the prior year
reflects cost savings generated by cross-divisional purchasing efforts and
increased volume. Measured on a core basis, gross profit margins were 34.1% in
the current quarter and 32.7% in the prior year.
Operating expenses were 23.7% of sales, up slightly from 23.5% reported in the
prior year. This increase reflects increased spending on brand advertising;
additional investments in customer service initiatives; as well as higher
provisions for bad debts. Interest expense of $4 million was substantially
lower than the $7 million reported in the prior-year quarter due to the
significantly lower amount of outstanding debt.
Total restructuring-related transition costs incurred in the first quarter 1997
were $10 million, or $.07 per share, compared with $7 million, $.05 per share,
for first quarter 1996. These costs in 1997 include the transition costs
associated with the transfer of production among manufacturing facilities,
duplicate facility costs related to the implementation of the company's Perfect
Customer Service program, and facility start-up costs.
-7-
A net restructuring charge of $4.6 million, or $.03 per share, was recorded in
the first quarter. Gains of $6.7 million, or $.05 per share, on the
divestiture of the Garage Related Products business and a smaller operation
were offset by severance and other exit costs associated with the restructuring
of several operations.
In the Tools segment overall, unit volume sales increased 4% over last year.
Consumer tools unit growth was 6% with particular strength in sales to North
American consumer markets. Industrial tools decreased 3%, primarily reflecting
lower sales volumes of mechanics tools and storage systems in the U.S.
Engineered tools increased 8% in unit volume, reflecting strong sales of
fastening tools and fasteners.
The Hardware segment experienced 12% unit growth in the quarter, with
exceptionally strong demand in the U.S. and Canadian markets.
The Specialty Hardware segment experienced 9% unit growth in the first quarter,
from continued strong home center demand for door products and increases in
unit volumes of automated-door products. A 3% price decline in this segment
resulted from continued competitive pricing in these markets. The company
maintained its strategic decision to defend market share in this environment.
Operating margins for all segments on a core basis increased in 1997.
Increased volume and the positive effects of restructuring initiatives,
including strong contributions from cross-divisional purchasing efforts,
accounted for most of the improvements.
Geographically, net sales in the U.S. increased 2% from the prior year. Unit
volume growth was 6% with particular strength experienced in the hardware and
fastening systems businesses. Lost sales due to divested business and product
lines reduced sales by 4%. Core operating profit margins increased to 13.6% of
sales from 11.1% in the prior year. This improvement results from increased
volume and the positive effects of cross-divisional purchasing.
Net sales in Europe were flat with unit volume gains of 4% offset by
unfavorable currency translation. Core operating profit margins improved to
11.9% versus 11.3% in the prior year. The improvement in 1996 reflects
increased volume in the U.K. offset by weak French and other European markets.
Net sales in Other Areas increased 7% primarily due to strength in the Canadian
and Latin American markets offset by weakness in Australia. Core operating
profit margin declined to 8.6% versus 9.4% in the prior year.
Liquidity and Sources of Capital
The company's financial position at March 29, 1997 did not change significantly
from December 28, 1996. Working capital decreased by $17 million to $512
million at March 29, 1997 from $529 million at December 28, 1996. The decrease
in working capital was due to the reclassification of the 1998 notes payable to
current from long-term, divestiture activity and a reduction in accounts
payable. Long-term debt at March 29, 1997, totaled $299 million, a $56 million
decrease from December 28, 1996. The decrease in debt is due primarily to the
reclassification of the 9% Notes due in 1998 to current maturities.
Net cash provided by operating activities was $3 million, a decrease of $33
million from the prior year. Operating cash flow in the first quarter is
typically lower than subsequent periods due to the somewhat seasonal nature of
the business. Operating cash flow in the first quarter 1996 was unusually high
-8-
as it refected a non-recurring income tax refund as well as significant
reductions in inventories. When compared to the first quarters of 1995 and
1994, operating cash flow in 1997 reflected a $10 million increase. Capital
expenditures for the first quarters of 1997 and 1996 were $20 million and $19
million, respectively. For the current year, capital expenditures will be
approximately $100 million. The company anticipates that its operating cash
flow and borrowing capacity will enable it to fund its growth and restructuring
initiatives, capital expenditures, and dividends.
At March 29, 1997, the reserve balance for the restructuring initiatives
previously announced was $29.0 million. Severance and other exit-cost cash
payments amounted to $2.7 million for the quarter ended March 29, 1997.
Recent Developments
On April 16, 1997, the company announced the reorganization of its operations
into a product management structure. Eight newly-formed product groups will
focus efforts on customers and growth of business through developing new
products and expanding market scope. They will be complemented by centralized
manufacturing, engineering, sales and service, finance, human resource and
information technology organizations. Additionally, the company is
establishing a new corporate marketing and brand development function, to
nurture and leverage the Stanley brand. This new organization is designed to
allow the management team to focus on customers and on growing the businesses.
It will also facilitate a constant flow of new products and be more efficient.
At this time, the company has not yet determined the affect these
organizational changes may have on employment levels, one-time costs and
long-term profitability. As plans are developed and implemented, additional
restructuring charges and restructuring-related transition costs will be
recorded in 1997. The company is currently unable to estimate the amount of
these charges; however it anticipated that they will be material.
At the end of 1996, the company recruited a new chief executive officer. The
new CEO's employment agreement provided for stock option grants, subject to
shareholder approval. These grants included an option to purchase 1,000,000
shares of common stock at an exercise price of $27.562. At the April 23,
1997 Annual Meeting, the shareholders approved the stock option grants. As a
result, second quarter operating results will include an $11 million, or $.08
per share, non-cash charge, representing the difference between the exercise
price for the 1,000,000 share option and the fair market value of that option
as of April 23, 1997.
Accounting Change
In March 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 128, "Earnings Per Share." This Statement
simplifies the computation of earnings per share (EPS) and makes the
computation more consistent with those of other countries. The implementation
will require the disclosure of basic and diluted EPS. The company will adopt
this Statement during the fourth quarter. The company does not expect the
adoption of this new standard to significantly affect reported earnings per
share amounts.
-9-
Cautionary Statements
Under the Private Securities Litigation Reform Act of 1995
Certain risks and uncertainties are inherent in the company's reorganization of
its operations into a product management structure and in its plans for
sustained, profitable growth.
The company's ability to successfully implement the new product management
structure is dependent on such factors as the ability of its employees, with
the help of outside consultants, to develop and execute comprehensive plans to
provide for smooth transitions, the successful recruitment and training of new
employees, the need to respond to significant changes in product demand during
the transition, and unforeseen events. The company's ability to achieve
profitability improvements from the reorganization is dependent on the
reorganization creating internal efficiencies, and on the ability of the
organization to withstand external factors during the period of transition.
These include pricing pressures; the continued consolidation of customers in
consumer channels; increasing global competition; changes in trade, monetary
and fiscal policies and laws; inflation and currency exchange fluctuations; and
recessionary or expansive trends in the economies of the world in which the
company operates.
The company's ability to generate sustained, profitable growth will be
dependent on its ability to competitively position its cost structure, to
expand market scope, to gain acceptance of the company's products within new or
developing markets, to strengthen the Stanley brand, and to continue the
development of successful new products. The achievement of externally-
generated growth will depend upon the ability to successfully identify,
negotiate, consummate and integrate into operations acquisitions, joint
ventures and/or strategic alliances.
-10-
THE STANLEY WORKS AND SUBSIDIARIES
PRICE/VOLUME INFORMATION
(Unaudited, Millions of Dollars)
NET SALES
First Quarter
-----------------------------------------------------
Unit ACQ / Curr -
1997 Price Volume DVT ency 1996
-----------------------------------------------------
INDUSTRY SEGMENTS
Tools
Consumer $ 178.0 - 6% (4)% (1)% $ 176.8
Industrial 132.6 2% (3)% (2)% - 136.3
Engineered 172.1 (1)% 8% (1)% (1)% 164.0
-------- --------
Total Tools 482.7 - 4% (2)% (1)% 477.1
Hardware 93.1 - 12% - - 83.2
Specialty Hardware 70.8 (3)% 9% (12)% - 75.0
-------- --------
Consolidated $ 646.6 - 6% (3)% (1)% $ 635.3
======== ========
GEOGRAPHIC AREAS
United States $ 455.8 - 6% (4)% - $ 449.5
Europe 107.8 - 4% - (4)% 108.1
Other Areas 83.0 1% 8% (2)% - 77.7
-------- --------
Consolidated $ 646.6 - 6% (3)% (1)% $ 635.3
======== ========
Certain 1996 amounts in the price/volume business segment information have been
reclassified to conform to the 1997 presentation.
-11-
THE STANLEY WORKS AND SUBSIDIARIES
BUSINESS SEGMENT INFORMATION
(Unaudited, Millions of Dollars)
OPERATING PROFIT
First Quarter 1997
-------------------------------------------------
Related Core
Restrg Transition Profit
Reported Charges Costs Core Margin
-------------------------------------------------
INDUSTRY SEGMENTS
Tools $ 56.0 $ 1.1 $ 7.6 $ 64.7 13.4%
Hardware 11.8 0.4 1.9 14.1 15.1%
Specialty Hardware 2.3 0.6 0.2 3.1 4.4%
------ ------ ------ ------
Total 70.1 2.1 9.7 81.9 12.7%
Net corporate
expenses (5.8) (6.7) 0.1 (12.4)
Interest expense (5.6) - - (5.6)
------ ------ ------ ------
Earnings before
income taxes $ 58.7 $ (4.6) $ 9.8 $ 63.9
====== ====== ====== ======
GEOGRAPHIC AREAS
United States $ 53.2 $ 1.2 $ 7.6 $ 62.0 13.6%
Europe 11.3 0.4 1.1 12.8 11.9%
Other Areas 5.6 0.5 1.0 7.1 8.6%
------ ------ ------ ------
Total $ 70.1 $ 2.1 $ 9.7 $ 81.9 12.7%
====== ====== ====== ======
First Quarter 1996
-------------------------------------------------
Related Core
Restrg Transition Profit
Reported Charges Costs Core Margin
-------------------------------------------------
INDUSTRY SEGMENTS
Tools $ 51.9 $ - $ 4.2 $ 56.1 11.8%
Hardware 9.6 - 0.8 10.4 12.5%
Specialty Hardware 2.3 - 0.5 2.8 3.7%
------ ------ ------ ------
Total 63.8 - 5.5 69.3 10.9%
Net corporate
expenses (9.2) - 1.3 (7.9)
Interest expense (7.6) - - (7.6)
------ ------ ------ ------
Earnings before
income taxes $ 47.0 $ - $ 6.8 $ 53.8
====== ====== ====== ======
GEOGRAPHIC AREAS
United States $ 45.4 $ - $ 4.4 $ 49.8 11.1%
Europe 11.6 - 0.6 12.2 11.3%
Other Areas 6.8 - 0.5 7.3 9.4%
------ ------ ------ ------
Total $ 63.8 $ - $ 5.5 $ 69.3 10.9%
====== ====== ====== ======
-12-
PART II - OTHER INFORMATION
Item 6. - Exhibits and Reports on Form 8-K
(a) Exhibits
(1) See Exhibit Index on page 14
(b) Reports on Form 8-K.
(1) Registrant filed a Current Report on Form 8-K, dated January 2,
1997, in respect of the Registrant's press release announcing
the election of John M. Trani as chairman and chief executive
officer replacing Richard H. Ayers, who announced his retirement
in April 1996. The Registrant also filed an Employment
Agreement with John M. Trani and an Employment Agreement with
Richard H. Ayers, providing for the resignation of Mr. Ayers as
chairman and chief executive officer and as a director and for
the continued employment of Mr. Ayers until November 1, 1997.
(2) Registrant filed a Current Report on Form 8-K, dated January 23,
1997, in respect of the Registrant's press release announcing
year-end results.
(3) Registrant filed a Current Report on Form 8-K, dated
February 18, 1997, in respect of the Registrant's press release
announcing the sale of its Garage-Related Products business
unit.
Signature
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
THE STANLEY WORKS
Date: May 13, 1997 By: Theresa F. Yerkes
Theresa F. Yerkes
Vice President and
Controller (Chief Financial
Officer, Chief Accounting
Officer and Authorized
Signatory of the Registrant)
-13-
EXHIBIT INDEX
(11) Statement re computation of earnings per share
(12) Statement re computation of ratio of earnings to fixed charges
(27) Financial Data Schedule
-14-