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 30, 2002
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 March 30, 2002:
Class A Common Shares 5,102,212
Class B Common Shares 1,414,868
Page 1 of 9
THE L. S. STARRETT COMPANY
CONTENTS
Page No.
Part I. Financial Information:
Item 1. Financial Statements
Consolidated Statements of Operations and
Cash Flows - thirteen and thirty-nine
weeks ended March 30, 2002 and
March 24, 2001 (unaudited) 3
Consolidated Balance Sheets - March 30,
2002 (unaudited) and June 30, 2001 4
Consolidated Statements of Stockholders'
Equity - thirty-nine weeks ended
March 30, 2002 and March 24, 2001
(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 6. Exhibits and reports on Form 8-K 9
Page 2 of 9
THE L. S. STARRETT COMPANY
Consolidated Statements of Operations and Cash Flows
(in thousands of dollars except per share data)(unaudited)
13 Weeks Ended 39 Weeks Ended
3/30/02 3/24/01 3/30/02 3/24/01
OPERATIONS
Net sales 45,419 50,638 136,859 170,130
Cost of goods sold (35,380) (36,437) (104,097)(121,707)
Selling and general (11,294) (12,361) (34,707) (38,460)
Other income and (expense) 127 (217) (255) (443)
Earnings (loss) before income taxes (1,128) 1,623 (2,200) 9,520
Provision for federal, foreign and
state income taxes (666) 673 (1,389) 3,092
Net earnings (loss) (462) 950 (811) 6,428
Basic earnings (loss) per share (.07) .15 (.12) 1.00
Average shares used 6,513 6,436 6,493 6,448
Diluted earnings (loss) per share (.07) .15 (.12) 1.00
Average shares used 6,513 6,451 6,493 6,459
Dividends per share .20 .20 .60 .60
CASH FLOWS
Cash flows from operating activities:
Net earnings (loss) (462) 950 (811) 6,428
Noncash expenses:
Depreciation and amortization 2,961 2,949 8,949 8,807
Deferred taxes (38) (342) 478 10
Unrealized exchange losses (gains) (295) 175 (19) 175
Retirement benefits (496) (665) (1,712) (1,424)
Working capital changes:
Receivables (3,945) 3,915 1,500 3,219
Inventories 3,523 (2,035) 2,649 (6,385)
Other assets and liabilities (1,482) 115 (737) 5,296
Other 237 433 235 466
Net cash from operations 3 5,495 10,532 16,592
Cash flows from investing activities:
Additions to plant and equipment (2,578) (3,281) (7,620) (9,916)
Change in short-term investments 3,083 (3,945) (61) (5,003)
Net cash used in investing 505 (7,226) (7,681) (14,919)
Cash flows from financing activities:
Short-term borrowings(repayments),net 363 (1,066) (1,037) (2,466)
Long-term borrowings 4,000 4,000
Common stock issued 533 743 2,111 2,450
Treasury shares purchased (498) (567) (924) (2,983)
Dividends (1,300) (1,286) (3,874) (3,858)
Net cash used in financing (902) 1,824 (3,724) (2,857)
Effect of translation rate changes
on cash 24 (40) (8) 111
Net increase (decrease) in cash (370) 53 (881) (1,073)
Cash, beginning of period 1,434 882 1,945 2,008
Cash, end of period 1,064 935 1,064 935
See notes to consolidated financial statements
Page 3 of 9
THE L. S. STARRETT COMPANY
Consolidated Balance Sheets
(in thousands of dollars)
March 30 June 30
2002 2001
ASSETS (unaudited)
Current assets:
Cash 1,064 1,945
Investments 8,156 8,238
Accounts receivable (less allowance for doubtful
accounts of $1,926,000 and $1,976,000) 32,639 34,080
Inventories:
Finished goods 37,092 38,346
Goods in process and finished parts 27,365 27,811
Raw materials and supplies 17,642 18,677
82,099 84,834
Prepaid expenses, taxes and other current assets 5,044 5,830
Total current assets 129,002 134,927
Property, plant and equipment, at cost (less
accumulated depreciation of $82,045,000
and $73,652,000) 74,026 75,205
Cost in excess of net assets acquired (less
accumulated amortization of $4,149,000
and $3,947,000) 6,153 6,354
Prepaid pension cost 32,939 30,953
Other assets 821 1,093
242,941 248,532
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Notes payable and current maturities 4,008 5,045
Accounts payable and accrued expenses 13,913 14,358
Accrued salaries and wages 3,899 4,827
Employee deposits, taxes payable and other 516 916
Total current liabilities 22,336 25,146
Deferred income taxes 15,953 15,218
Long-term debt 7,000 7,000
Accumulated postretirement medical benefit obligation 16,608 16,347
Stockholders' equity:
Class A Common $1 par (20,000,000 shrs. auth.;
5,102,212 outstanding on 3/30/02, excluding
1,417,341 in treasury; 5,017,569 outstanding
on 6/30/01, excluding 1,470,544 in treasury) 5,102 5,018
Class B Common $1 par (10,000,000 shrs. auth.;
1,414,868 outstanding on 3/30/02, excluding
332,019 in treasury; 1,440,006 outstanding
on 6/30/01, excluding 325,688 in treasury) 1,415 1,440
Additional paid-in capital 46,779 45,112
Retained earnings reinvested and employed in
the business 151,402 156,626
Accumulated other comprehensive income (23,654) (23,375)
Total stockholders' equity 181,044 184,821
242,941 248,532
See Notes to Consolidated Financial Statements
Page 4 of 9
THE L. S. STARRETT COMPANY
Consolidated Statements of Stockholders' Equity
For the Thirty-nine Weeks Ended March 30, 2002 and March 24, 2001
(in thousands of dollars)
(unaudited)
Common Addi- Accumulated
Stock Out- tional Other
standing Paid-in Retained Comprehensive
($1 Par) Capital Earnings Income Total
Balance June 24, 2000 6,473 43,273 155,846 (17,570) 188,022
Comprehensive income:
Net earnings 6,428 6,428
Unrealized net gains
on investments 39 39
Translation loss, net (3,176) (3,176)
Total comprehensive income 3,291
Dividends ($.60) (3,858) (3,858)
Treasury shares:
Purchased (151) (1,130) (1,702) (2,983)
Issued 124 2,306 2,430
Options exercised 1 19 20
Balance March 24, 2001 6,447 44,468 156,714 (20,707) 186,922
Balance June 30, 2001 6,458 45,112 156,626 (23,375) 184,821
Comprehensive income:
Net loss (811) (811)
Unrealized net losses
on investments (239) (239)
Translation loss, net (40) (40)
Total comprehensive loss (1,090)
Dividends ($.60) (3,874) (3,874)
Treasury shares:
Purchased (46) (339) (539) (924)
Issued 92 1,794 1,886
Options exercised 13 212 225
Balance March 30, 2002 6,517 46,779 151,402 (23,654) 181,044
See Notes to Consolidated Financial Statements
Page 5 of 9
THE L. S. STARRETT COMPANY
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 March 30,
2002 and June 30, 2001; the results of operations and cash flows for the
thirteen weeks and thirty-nine weeks ended March 30, 2002 and March 24,
2001; and changes in stockholders' equity for the thirty-nine weeks ended March
30, 2002 and March 24, 2001.
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 March 30, 2002, goodwill amounted
to $6.2 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.
Included in investments at March 30, 2002 is $2 million of AAA rated Puerto
Rico debt obligations that have maturities greater than one year but carry the
benefit of possibly reducing repatriation taxes. These investments are used as
part of the Company's overall cash management and liquidity program and, under
SFAS 115, are considered "available for sale." The investments themselves are
liquid and carry no early redemption penalties and are, therefore, classified
as current assets.
Other income (expense) is comprised of the following (in thousands):
Thirteen Weeks Thirty-nine Weeks
Ended March Ended March
2002 2001 2002 2001
Interest income 135 267 493 739
Interest expense and commitment fees (95) (178) (401) (531)
Realized and unrealized exchange
gains (losses) 307 (207) (93) (379)
Other (220) (99) (254) (272)
127 (217) (255) (443)
Approximately 70% of all inventories are valued on the LIFO method. At
March 30, 2002, and June 30, 2001, total inventories are $22,847,000 and
$22,685,000 less, respectively, than if determined on a FIFO basis.
Long-term debt is comprised of the following (in thousands):
March June
2002 2001
Term loan due Dec. 2003 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
Total Company sales for the March quarter are down 10% compared to the
corresponding quarter of a year ago. For the nine months year to date, sales
are down 20% compared to the prior year. Domestic sales are down 12% for the
quarter and 19% year to date. Foreign sales are down 11% for the quarter and
21% year to date, although in local currency foreign sales are actually up 1%
for the quarter and down only 10% year to date. Worldwide economic conditions
continue to adversely affect business, particularly during the last three
quarters. The strong pound in the U.K. continues to adversely affect The
Company's Scottish subsidiary in terms of export pricing and import price
competition.
Earnings (Loss) Before Taxes
Pretax earnings (loss) are down $2.8 million in the quarter and $11.7 year to
date and as a percent of sales represent a pretax loss of 2.5% and 1.6%,
respectively. Pretax earnings in the comparable prior year periods were 3.2%
and 5.6% of sales. The decrease in pretax earnings, both in the quarter and
year to date, is a result of the lower domestic sales mentioned above and the
reduced gross margins that are attributable to the drop in sales and production
levels. Production levels are currently lower than sales as we try to reduce
inventories. The March quarter comparison benefitted from approximately
$300,000 in translation gains as Brazil's currency strengthened. In the year to
date comparison, these gains are offset by a similar level of translation
losses during the first quarter of fiscal 2002. Selling and general expenses
have been reduced approximately 10% in the quarter and year to date
comparisons. About one third of these reductions is the result of exchange rate
changes in Brazil.
Income Taxes
The effective income tax rate was 59% in the March quarter and 63% year to
date. This compares to 41% and 32% in the prior year. The change comes about
because pretax earnings (loss) are so close to breakeven in fiscal 2002 that
permanent book/tax differences get exaggerated when converted to percentages
and because the least profitable operations during the current year have been
in the jurisdictions with the highest tax rates.
Earnings (loss) per share
As a result of the above factors, earnings (loss) per share for the quarter are
$(.07) and year to date are $(.12). This compares to $.15 and $1.00 a year ago.
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 March
2002, 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 local currency monetary assets in
Scotland and Brazil are less than $1 million.
A 10% change in interest rates would not have a significant impact on the
Page 7 of 9
aggregate net fair value of the Company's interest rate sensitive financial
instruments (primarily variable rate investments of $5,800,000 and debt of
$11,000,000 at March 30, 2002) 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 $3,400,000 by
approximately $25,000.
LIQUIDITY AND CAPITAL RESOURCES
13 Weeks Ended 39 Weeks Ended
3/30/02 3/24/01 3/30/02 3/24/01
Cash provided by operations 3 5,495 10,532 16,592
Cash used in investing activities 505 (7,226) (7,681) (14,919)
Cash used in financing activities (902) 1,824 (3,724) (2,857)
Cash effect of translation rate changes 24 (40) (8) 111
Net increase (decrease) in cash (370) 53 (881) (1,073)
Cash provided by operations decreased, both in the quarterly and year to date
comparisons. The decrease in the year to date comparison is mostly accounted
for by the decrease in earnings as working capital account changes generally
offset each other. In the quarterly comparison, however, an increase in
receivables due to extended terms for a major customer contributed to the
decrease in cash. "Retirement benefits" under noncash expenses in the detailed
cash flow statement on page 3 shows the effect on operating cash flow of the
Company's pension and retiree medical plans. Primarily because the Company's
domestic defined benefit plan is overfunded, retirement benefits in total are
currently generating approximately $500,000 of noncash income per quarter
($250,000 of accrual basis income) (see the footnotes to the Company's 2001
annual report for more detail). Cash used in investing activities tends to
offset cash provided from operations as excess funds get temporarily invested.
However, reduced fixed asset investments have also contributed to the quarter
and year to date drop. Cash from financing activities decreased in the quarter
and year to date comparisons due to less borrowing, but this was offset in the
year to date comparison by a decrease in treasury share purchases.
The Company has sufficient liquidity and has adequate resources, including
lines of credit, to fund its operations in the near term. The Company continues
to maintain a strong financial position with a working capital ratio of 5.8 to
1 as of March 30, 2002 and 5.4 to 1 as of June 30, 2001. Although many
cutbacks have been made, the Company has maintained its core skilled workforce
and dividend levels, despite the downturn in the industrial manufacturing
sector. If economic conditions do not improve, however, and the Company
continues to sustain losses at the current rate, additional steps will have to
be taken in order to maintain liquidity, including further workforce reductions
and/or reducing or eliminating the dividend.
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:
Page 8 of 9
Risks Related to Technology: Although the Company's strategy includes
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 the Euro: The United Kingdom has not adopted the euro and the
Company's Scottish subsidiary transacts a significant amount of business with
euro countries. There can be no assurance that this situation will not result
in unforseen economic conditions 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
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 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: May 13, 2002 S/R.U.WELLINGTON, JR. _
R. U. Wellington, Jr. (Vice President,
Treasurer and Chief Financial Officer)
Date: May 13, 2002 S/S.G.THOMSON _
S. G. Thomson (Chief Accounting Officer)
Page 9 of 9