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 September 29, 2001
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from
Commission file number 1-367
THE L. S. STARRETT COMPANY
(Exact name of registrant as specified in its charter)
MASSACHUSETTS 04-1866480
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
121 CRESCENT STREET, ATHOL, MASSACHUSETTS 01331-1915
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 978-249-3551
Former name, address and fiscal year, if changed since last report.
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 filings requirements for the past 90 days.
YES X NO
Common Shares outstanding as of September 29, 2001:
Class A Common Shares 5,060,601
Class B Common Shares 1,429,271
Page 1 of 9
THE L. S. STARRETT COMPANY
CONTENTS
Page No.
Part I. Financial Information:
Item 1. Financial Statements
Consolidated Statements of Earnings and
Cash Flows - thirteen weeks ended
September 29, 2001 and September 23, 2000
(unaudited) 3
Consolidated Balance Sheets - September 29,
2001 (unaudited) and June 30, 2001 4
Consolidated Statements of Stockholders'
Equity - thirteen weeks ended September 29,
2001 and September 23, 2000 (unaudited) 5
Notes to Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 7-9
Part II. Other information:
Item 4. Submission of Matters to a Vote of Security Holders 9
Item 6. Exhibits and reports on Form 8-K 9
Page 2 of 9
THE L. S. STARRETT COMPANY
Consolidated Statements of Earnings and Cash Flows
(in thousands of dollars except per share data)(unaudited)
13 Weeks Ended
EARNINGS 9/29/01 9/23/00
Net sales 46,522 58,842
Cost of goods sold (33,898) (41,741)
Selling and general (11,886) (12,801)
Other income (expense) (392) (66)
Earnings before income taxes 346 4,234
Provision for federal, foreign and
state income taxes 84 1,339
Net earnings 262 2,895
Basic earnings per share .04 .45
Average outstanding shares used 6,472 6,459
Diluted earnings per share .04 .45
Average outstanding shares used 6,484 6,469
Dividends per share .20 .20
CASH FLOWS
Cash flows from operating activities:
Net earnings 262 2,895
Noncash expenses:
Depreciation and amortization 2,977 2,949
Deferred taxes 144 314
Unrealized exchange losses 312
Working capital changes:
Receivables 2,162 (3,197)
Inventories (1,957) (3,786)
Other assets and liabilities 473 3,898
Prepaid pension cost and other (628) (322)
Net cash from operations 3,745 2,751
Cash flows from investing activities:
Additions to plant and equipment (2,511) (3,181)
Short-term investments, net 302 685
Net cash used in investing (2,209) (2,496)
Cash flows from financing activities:
Short-term borrowing, net (752) (476)
Common stock issued 740 800
Treasury shares purchased (93) (1,032)
Dividends (1,279) (1,289)
Net cash used in financing (1,384) (1,997)
Effect of exchange rate changes
on cash (82) 104
Net increase (decrease) in cash 70 (1,638)
Cash, beginning of period 1,945 2,008
Cash, end of period 2,015 370
See notes to consolidated financial statements
Page 3 of 9
THE L. S. STARRETT COMPANY
Consolidated Balance Sheets
(in thousands of dollars)
Sep. 29 June 30
2001 2001
ASSETS (unaudited)
Current assets:
Cash 2,015 1,945
Investments 7,716 8,238
Accounts receivable (less allowance for doubtful
accounts of $2,011,000 and $1,976,000) 31,849 34,080
Inventories:
Finished goods 40,543 38,346
Goods in process and finished parts 27,789 27,811
Raw materials and supplies 17,637 18,677
85,969 84,834
Prepaid expenses, taxes and other current assets 3,095 5,830
Total current assets 130,644 134,927
Property, plant and equipment, at cost (less
accumulated depreciation of $76,101,000
and $73,652,000) 74,480 75,205
Cost in excess of net assets acquired (less
accumulated amortization of $4,014,000
and $3,947,000) 6,287 6,354
Prepaid pension cost 31,692 30,953
Other assets 1,066 1,093
244,169 248,532
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Notes payable and current maturities 4,293 5,045
Accounts payable and accrued expenses 12,388 14,358
Accrued salaries and wages 4,360 4,827
Employee deposits, taxes payable and other 731 916
Total current liabilities 21,772 25,146
Deferred income taxes 15,422 15,218
Long-term debt 7,000 7,000
Accumulated postretirement medical benefit obligation 16,510 16,347
Stockholders' equity:
Class A Common $1 par (20,000,000 shrs. auth.;
5,060,601 outstanding at 9/29/01, excluding
1,437,832 held in treasury; 5,017,569 outstanding
at 6/30/01, excluding 1,470,544 held in treasury) 5,061 5,018
Class B Common $1 par (10,000,000 shrs. auth.;
1,429,271 outstanding at 9/29/01, excluding
326,103 held in treasury; 1,440,006 outstanding
at 6/30/01, excluding 325,688 held in treasury) 1,429 1,440
Additional paid-in capital 45,779 45,112
Retained earnings reinvested and employed in
the business 155,557 156,626
Accumulated other comprehensive income (24,361) (23,375)
Total stockholders' equity 183,465 184,821
244,169 248,532
See notes to consolidated financial statements
Page 4 of 9
THE L. S. STARRETT COMPANY
Consolidated Statements of Stockholders' equity
For the Thirteen Weeks Ended September 29, 2001 and September 23, 2000
(in thousands of dollars)
(unaudited)
Common Addi- Accumulated
Stock Out- tional Other
standing Paid-in Retained Comprehensive
($1 Par) Capital Earnings Income(loss) Total
Balance June 24, 2000 6,473 43,273 155,846 (17,570) 188,022
Comprehensive income:
Net earnings 2,895 2,895
Unrealized net gain
on investments 13 13
Translation loss, net (777) (777)
Total comprehensive income 2,131
Dividends ($.20 per share) (1,289) (1,289)
Treasury shares:
Purchased (55) (422) (555) (1,032)
Issued 43 757 800
Balance September 23, 2000 6,461 43,608 156,897 (18,334) 188,632
Balance June 30, 2001 6,458 45,112 156,626 (23,375) 184,821
Comprehensive income:
Net earnings 262 262
Unrealized net loss
on investments (145) (145)
Translation loss, net (841) (841)
Total comprehensive loss (724)
Dividends ($.20 per share) (1,279) (1,279)
Treasury shares:
Purchased (5) (36) (52) (93)
Issued 37 703 740
Balance September 29, 2001 6,490 45,779 155,557 (24,361) 183,465
See notes to consolidated financial statements
Page 5 of 9
THE L. S. STARRETT COMPANY
Condensed Notes to Consolidated Financial Statements
In the opinion of management, the accompanying financial statements contain
all adjustments, consisting only of normal recurring adjustments, necessary
to present fairly the financial position of the Company as of September 29,
2001 and June 30, 2001; the results of operations and cash flows for the
thirteen weeks ended September 29, 2001 and September 23, 2000; and changes
in stockholders' equity for the thirteen weeks ended September 29, 2001 and
September 23, 2000.
The Company follows the same accounting policies in the preparation of
interim statements as described in the Company's annual report filed on form
10-K for the year ended June 30, 2001, and these financial statements should
be read in conjunction with said annual report.
The Company will adopt SFAS 142 as of June 30, 2002, the first day of fiscal
2003. SFAS 142 requires goodwill no longer be amortized, but instead tested
for impairment annually or more frequently if certain indicators are
present. Any goodwill impairment loss at transition is recognized as the
cumulative effect of a change in accounting principle. The Company is
required to complete the initial step of a transitional impairment test by
December 28, 2002 and the final step by the end of fiscal 2003. As of
September 29, 2001, goodwill amounted to $6.4 million and related annual
amortization was $268,000. The Company is currently assessing but has not
yet determined the impact of SFAS 142 on its financial position or results
of operations.
Other income (expense) is comprised of the following (in thousands):
Thirteen Weeks
Ended September
2001 2000
Interest income 157 242
Interest expense and commitment fees (162) (175)
Realized and unrealized exchange losses (428) (43)
Other 41 (90)
(392) (66)
Approximately 70% of all inventories are valued on the LIFO method. At
September 29, 2001 and June 30, 2001, total inventories are $22,629,000 and
$22,685,000 less, respectively, than if determined on a FIFO basis.
Long-term debt is comprised of the following (in thousands):
September June
2001 2001
Note payable due 12/03, 8.3% 4,000 4,000
Revolving credit agreement 3,000 3,000
7,000 7,000
Page 6 of 9
THE L. S. STARRETT COMPANY
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Sales
Sales for the September quarter are down 21% compared to the corresponding
quarter of a year ago. Domestic sales are down 19% and foreign sales are
down 28%, although in local currency foreign sales are down 18%. The events
of September 11 may have contributed to some of this decline, but worldwide
economic conditions were affecting business even before that. The strong
pound in the U.K. continues to adversely affect Scotland's business in terms
of export pricing and import price competition.
Earnings Before Taxes
Pretax earnings in the quarter are down $3.9 million or 92%. Three quarters
of the decrease can be attributed to our domestic operations. With the
exception of $400,000 in unrealized exchange losses in Brazil due to the
devaluation of their currency, the drop in earnings is directly attributable
to the drop in sales.
Income Taxes
The effective income tax rate was 24% in the September quarter of 2001 and
32% in the prior year's corresponding quarter. The change comes about
because pretax earnings are so close to breakeven in the first quarter of
fiscal 2002 that permanent book/tax differences get exaggerated when
converted to percentages.
Earnings per share
As a result of the above factors, earnings per share for the quarter are
$.04 compared to $.45 a year ago, a drop of 91%.
Market Risk
Market risk is the potential change in a financial instrument's value caused
by fluctuations in interest and currency exchange rates, and equity and
commodity prices. The Company's operating activities expose it to many risks
that are continually monitored, evaluated, and managed. Proper management of
these risks helps reduce the likelihood of earnings volatility. At June 2001
and September 2001, the Company was not a party to any derivative
arrangement and the Company does not engage in trading, market-making or
other speculative activities in the derivatives markets. In addition, the
Company does not enter into long-term supply contracts with either fixed
prices or quantities.
The Company does not engage in regular hedging activities to minimize the
impact of foreign currency fluctuations. Net monetary assets in Scotland and
Brazil total approximately $2 million. Inflation in Brazil has decreased to
about 10% today from over 2000% in 1994 when its current economic plan was
initiated. As a consequence, its economy ceased to be considered
hyperinflationary as of January 1998.
A 10% change in interest rates would not have a significant impact on the
aggregate net fair value of the Company's interest rate sensitive financial
instruments (primarily variable rate investments of $7,500,000 and debt of
$11,300,000 at September 29, 2001) or the cash flows or future earnings
associated with those financial instruments. A 10% change in interest rates
would impact the fair value of the Company's fixed rate investments of
$2,200,000 by approximately $50,000.
Page 7 of 9
LIQUIDITY AND CAPITAL RESOURCES
13 Weeks Ended
9/29/01 9/23/00
Cash provided by operations 3,745 2,751
Cash used in investing activities (2,209) (2,496)
Cash used in financing activities (1,384) (1,997)
Cash effect of translation rate changes (82) 104
Net increase (decrease) in cash 70 (1,638)
Despite the reduction in earnings, cash provided by operations increased,
primarily due to the reduction in accounts receivable during this year's
quarter compared to an increase in the prior year's quarter. A decrease in
treasury share purchases accounted for the decrease in cash used in
financing activities.
The Company maintains sufficient liquidity and has adequate resources,
including lines of credit, to fund its operations and dividends under
current business conditions. The Company continues to maintain a strong
financial position with a working capital ratio of 6.0 to 1 as of September
29, 2001 and 5.4 to 1 as of June 30, 2001.
SAFE HARBOR STATEMENT
UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1996
This quarterly report, as well as the 2001 Annual Report, including the
Chairman's letter to stockholders, include forward-looking statements about
the Company's business, sales, expenditures, environmental regulatory
compliance, foreign operations, interest rate sensitivity, debt service,
liquidity and capital resources, and other operating and capital
requirements. In addition, forward-looking statements may be included in
future Company documents and in oral statements by Company representatives
to security analysts and investors. The Company is subject to risks that
could cause actual events to vary materially from such forward-looking
statements, including the following risk factors:
Risks Related to Technology: Although the Company's strategy includes
significant investment in research and development of new and innovative
products to meet technology advances, there can be no assurance that the
Company will be successful in competing against new technologies developed
by competitors.
Risks Related to Adoption of the Euro: The new European currency (the Euro)
began being used by the eleven participating European countries January 1,
1999. Although the United Kingdom is not currently a Euro country, the
Company's Scottish subsidiary does a significant amount of business with
Euro countries. Management believes it has the necessary systems and
business processes to deal with what is, in effect, one more foreign
currency. There can be no assurance, however, that there will not be
unforeseen economic effects of this change that affect the Company's
business. Indeed, the current weakness of the euro as compared to the
British pound and U.S. dollar has had an adverse impact on the Company's
sales and margins on business done with Euro countries.
Risks Related to Foreign Operations: Approximately a third of the Company's
sales and net assets relate to foreign operations. Foreign operations are
subject to special risks that can materially affect the sales, profits, cash
flows, and financial position of the Company, including taxes and other
restrictions on distributions and payments, currency exchange rate
fluctuations, political and economic instability, inflation, minimum capital
requirements, and exchange controls. In particular, the Company's Brazilian
Page 8 of 9
operations, which constitute over half of the Company's revenues from
foreign operations, can be very volatile, changing from year to year due to
the political situation and economy. As a result, the future performance of
the Brazilian operations is inherently unpredictable.
Risks Related to Cyclical Nature of the Industry: The market for most of the
Company's products is subject to economic conditions affecting the
industrial manufacturing sector, including the level of capital spending by
industrial companies. Accordingly, economic weakness in the industrial
manufacturing sector will result in decreased demand for the Company's
products and will adversely affect performance. Economic weakness in the
consumer market also impacts the Company's performance.
Risks Related to Competition: The Company's business is subject to direct
and indirect competition from both domestic and foreign firms. In
particular, low-wage foreign sources have created severe competitive pricing
pressures. Under certain circumstances, including significant changes in
U.S. and foreign currency relationships, such pricing pressures might reduce
unit sales and/or adversely affect the Company's margins.
PART II. OTHER INFORMATION
ITEM 4. Submission of Matters to a Vote of Security Holders.
(a) A regular meeting of shareholders was held on September 19, 2001.
(c) The following directors were elected:
Abstentions
Votes Votes and Broker
For Withheld Non-votes
A shares voting as separate class:
Richard B. Kennedy 4,131,532 422,999 N/A
A and B shares voting together:
George B. Webber 15,832,693 807,648 N/A
ITEM 6. Exhibits and Reports on Form 8-K.
None
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.
THE L. S. STARRETT COMPANY
(Registrant)
Date November 12, 2001 S/R.U.WELLINGTON, JR.
R. U. Wellington, Jr. (Treasurer
and Chief Financial Officer)
Date November 12, 2001 S/S.G.THOMSON
S. G. Thomson (Chief Accounting Officer)
Page 9 of 9