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(Exact name of registrant
as specified in its charter)
iMinnesota
i41-0285640
(State or
other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification Number)
i88 - 11th Avenue N.E.
iMinneapolis,
iMinnesota
i55413
(Address of principal executive offices)
(Zip Code)
i(612)
i623-6000
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title
of each class
Trading Symbol(s)
Name of each exchange on which registered
iCommon Stock, par value $1.00 per share
iGGG
iThe
New York Stock Exchange
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 filing requirements for the past 90 days.
iYes
☒
No
☐
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
iYes
☒
No
☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,”“accelerated filer,”“smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
iLarge
accelerated filer
☒
Accelerated filer
☐
Non-accelerated filer
☐
Smaller reporting company
i☐
Emerging growth company
i☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
The consolidated balance sheet of Graco Inc. and subsidiaries (the “Company”) as of March 29, 2024 and the related statements of earnings, comprehensive income and shareholders' equity for the three months ended March 29, 2024 and March 31, 2023, and cash flows for the three months ended March 29, 2024 and March 31, 2023 have been prepared by the Company and have not been audited.
In the opinion of management,
these consolidated financial statements reflect all adjustments (consisting of only normal recurring adjustments) necessary to present fairly the financial position of the Company as of March 29, 2024, 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 2023 Annual Report on 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.
2.iSegment Information
The Company has ithree
reportable segments: Contractor, Industrial and Process. iSales and operating earnings by segment were as follows (in thousands):
Weighted
average shares outstanding for basic earnings per share
i168,490
i168,018
Dilutive
effect of stock options computed using the treasury stock method and the average market price
i3,956
i3,658
Weighted
average shares outstanding for diluted earnings per share
i172,446
i171,676
Basic
earnings per share
$
i0.73
$
i0.77
Diluted
earnings per share
$
i0.71
$
i0.75
Anti-dilutive
shares not included in diluted earnings per share computation
i940
i3,235
/
4.iShare-Based
Awards
i
Options on common shares granted and outstanding, as well as the weighted average exercise price, are shown below (in thousands, except exercise prices):
The Company recognized year-to-date share-based compensation of $i10.5 million in 2024 and $i8.9
million in 2023. As of March 29, 2024, there was $i34.5 million of unrecognized compensation cost related to unvested options, expected to be recognized over a weighted average period of i3.0
years.
i
The fair value of each option grant is estimated on the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions and results:
Under
the Company’s Employee Stock Purchase Plan, the Company issued i330,000 shares in 2024 and i323,000
shares in 2023. The fair value of the employees’ purchase rights under this plan was estimated on the date of grant. iThe benefit of the i15
percent/discount from the lesser of the fair market value per common share on the first day and the last day of the plan year was added to the fair value of the employees’ purchase rights determined using the Black-Scholes option pricing model with the following assumptions and results:
Amounts
related to pension and post-retirement medical adjustments are reclassified to non-service components of pension cost that are included within other non-operating expenses.
7.iReceivables and Credit Losses
Accounts receivable include trade receivables of $i311
million and other receivables of $i11 million as of March 29, 2024 and $i343 million and $i11
million of trade receivables and other receivables, respectively, as of December 29, 2023.
Allowance for Credit Losses
i
Following is a summary of activity for credit losses (in thousands):
Additions
(reversals) charged to costs and expenses
i50
(i137)
Deductions
from reserves (1)
(i32)
(i1,820)
Other
(deductions) additions (2)
(i80)
i59
Balance,
ending
$
i4,593
$
i4,232
(1) Represents
amounts determined to be uncollectible and charged against reserves, net of collections on accounts previously charged against reserves.
(2) Includes effects of foreign currency translation.
Amortization
of intangibles for the year to date was $i4.2 million in 2024 and $i4.5 million in 2023. iEstimated
annual amortization expense based on the current carrying amount of other intangible assets is as follows (in thousands):
2024 (Remainder)
2025
2026
2027
2028
Thereafter
Estimated
Amortization Expense
$
i12,256
$
i15,939
$
i9,090
$
i6,378
$
i4,229
$
i8,258
i
Changes
in the carrying amount of goodwill for each reportable segment were as follows (in thousands):
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 product warranty issues. iFollowing is a summary of activity in accrued warranty and service liabilities (in thousands):
Revenue is deferred when cash payments are received or due in advance of performance, including amounts which are refundable. This is also the case for services associated with certain product sales. During the three months ended March 29,
2024, we recognized $i28.7 million that was included in deferred revenue at December 29, 2023. During the three months ended March 31, 2023, we recognized $i20.6
million that was included in deferred revenue at December 30, 2022.
11.iFair Value
i
Assets
and liabilities measured at fair value on a recurring basis and fair value measurement level were as follows (in thousands):
Contracts insuring the lives of certain employees who are eligible to participate in certain non-qualified pension and deferred compensation plans are held in trust. Cash surrender value of the contracts is based on performance measurement funds that shadow the deferral investment allocations made by participants in certain deferred compensation plans. The deferred compensation liability balances are valued based on amounts allocated by participants to the underlying performance measurement funds.
Contingent consideration liabilities represent the estimated value (using a probability-weighted expected return approach) of future payments to be made to previous owners of certain
acquired businesses based on future revenues.
The fair value of variable rate borrowings approximates carrying value. The Company uses significant other observable inputs to estimate fair value (level 2 of the fair value hierarchy) based on the present value of future cash flows and rates that would be available for issuance of debt with similar terms and remaining maturities.
The Company supplies technology and expertise for the management of fluids and coatings in both industrial and commercial applications. It designs, manufactures and markets systems and equipment to move, measure, control, dispense and spray fluid and coating materials. Management classifies the
Company’s business into three reportable segments: Contractor, Industrial and Process. Key strategies include developing and marketing new products, leveraging products and technologies into additional, growing end-user markets, expanding distribution globally and completing strategic acquisitions that provide additional channel and technologies.
The following Management’s Discussion and Analysis reviews significant factors affecting the Company’s results of operations and financial condition. This discussion should be read in conjunction with the financial statements and the accompanying notes to the financial statements.
Consolidated Results
A
summary of financial results follows (in millions except per share amounts):
Three Months Ended
Mar 29, 2024
Mar
31, 2023
% Change
Net Sales
$
492.2
$
529.6
(7)
%
Operating Earnings
133.0
156.7
(15)
%
Net
Earnings
122.2
129.2
(5)
%
Net Earnings, adjusted (1)
112.6
126.6
(11)
%
Diluted
Net Earnings per Common Share
$
0.71
$
0.75
(5)
%
Diluted Net Earnings per Common Share, adjusted (1)
$
0.65
$
0.74
(12)
%
(1)
See below for a reconciliation of adjusted non-GAAP financial measures to GAAP.
Net sales for the quarter decreased 7 percent from the comparable period last year, with decreases in all segments. Regionally, sales decreased in the Americas and Asia Pacific and were up modestly in EMEA.
Operating earnings for the quarter decreased 15 percent compared to last year, as an improved gross profit margin rate was unable to offset lower sales volume and higher operating expenses.
Net earnings decreased 5 percent for the quarter from the comparable period last year, as increased interest income and lower interest expense softened the decrease in operating earnings. On an adjusted basis, net earnings decreased 11 percent.
Excluding the impacts of excess tax benefits from stock option exercises presents a more consistent basis for comparison of financial results. A calculation of the non-GAAP adjusted measurements of income taxes, effective income tax rate, net earnings and diluted earnings per share follows (in millions except per share amounts):
(1) North, South and Central America, including the United States
(2)Europe, Middle East and Africa
The
following table presents the components of net sales change by geographic region:
Three Months
Volume
and Price
Acquisitions
Currency
Total
Americas
(8)%
0%
0%
(8)%
EMEA
0%
0%
2%
2%
Asia
Pacific
(14)%
0%
(2)%
(16)%
Consolidated
(7)%
0%
0%
(7)%
Gross
Profit
Gross profit margin rate for the quarter improved slightly from the comparable period last year. The favorable effect of realized price increases more than offset unfavorable product and channel mix.
Total operating expenses for the quarter increased $5 million (4 percent) compared to last year, including approximately $3 million (2 percentage points) of increased unallocated corporate operating expense (mostly from incremental share-based compensation) and $1
million (1 percentage point) of increases in product development spending.
Other (Income) Expense
Other income for the quarter increased $6 million from the comparable period last year, largely due to increased interest income of approximately $4 million.
Income Taxes
The effective income tax rate was 13 percent, down approximately 5 percentage points from last year. The decrease was due primarily to an increase in excess tax benefits related to stock option exercises.
Segment Results
Certain
measurements of segment operations compared to last year are summarized below:
Contractor Segment
The following table presents net sales and operating earnings as a percentage of sales for the Contractor segment
The
following table presents the components of net sales change by geographic region for the Contractor segment:
Three Months
Volume
and Price
Acquisitions
Currency
Total
Americas
(10)%
0%
0%
(10)%
EMEA
9%
0%
1%
10%
Asia
Pacific
(4)%
0%
(4)%
(8)%
Segment Total
(6)%
0%
0%
(6)%
Continued
weakness in North American construction markets led to a 6 percent decrease in sales for the quarter compared to last year. Unfavorable product and channel mix and increased spending related to product development resulted in a 1 percentage point decrease in the operating margin rate for the quarter. Improved price realization and lower product costs were unable to offset the decline in the operating margin rate.
Industrial Segment
The following table presents net sales and operating earnings as a percentage of sales for the Industrial segment
The
following table presents the components of net sales change by geographic region for the Industrial segment:
Three Months
Volume
and Price
Acquisitions
Currency
Total
Americas
(3)%
0%
0%
(3)%
EMEA
(4)%
0%
2%
(2)%
Asia
Pacific
(12)%
0%
(3)%
(15)%
Segment Total
(5)%
0%
0%
(5)%
Industrial
segment sales decreased in all regions for the quarter from the comparable period last year, including a double-digit decrease in Asia Pacific, where economic activity weakened compared to last year. The decline was partially offset by an increase in powder finishing system sales in the Americas. The first quarter operating margin rate for this segment deceased 3 percentage points compared to last year, mainly due to the unfavorable effects of product and channel mix and expense leverage.
Process Segment
The following table presents net sales and operating earnings as a percentage of sales for the Process segment
Process segment sales decreased in all regions for the quarter compared to last year primarily due to weakness in the semiconductor product application. The operating margin rate for this segment decreased approximately 1 percentage point in the quarter from the comparable period last year as price realization was more than offset by unfavorable expense leverage on lower sales volume.
Liquidity and Capital Resources
Net cash provided by operating activities totaled $119 million in the first quarter of 2024 compared to $91 million in 2023. Decreases in accounts receivable, reflective of a decline in business activity in 2024, drove
most of the increase. Significant uses of cash in the first quarter of 2024 included plant and equipment additions of $37 million and dividend payments of $43 million. Net proceeds from shares issued totaled $41 million.
For the first three months of 2023, significant uses of cash included plant and equipment additions of $38 million and dividend payments of $39 million. Net proceeds from shares issued totaled $30 million, which was partially offset by share repurchases of $8 million.
As of March 29, 2024, the Company had available liquidity of $1,398 million, including cash and cash equivalents of $623 million, of which $167 million was held outside of the U.S., and available credit under existing committed credit
facilities of $775 million.
Cash balances and unused financing sources are expected to provide the Company with the flexibility to meet its liquidity needs for the next 12 months and beyond, including its capital expenditure plan, planned dividends, share repurchases, acquisitions and operating requirements. Capital expenditures for 2024 are expected to be approximately $120 million, including $70 million in facility expansion projects. The Company may make opportunistic share repurchases going forward.
Outlook
The
Company continues to target low single-digit sales growth for 2024 on an organic constant-currency basis.
The Company desires to take advantage of the “safe harbor” provisions regarding forward-looking statements of the Private Securities Litigation Reform Act of 1995 and is filing this Cautionary Statement in order to do so. From time to time various forms filed by our Company with the Securities and Exchange Commission, including our Form 10-K, Form 10-Qs and Form 8-Ks, and other disclosures, including our 2023 Overview report, press
releases, earnings releases, analyst briefings, conference calls and other written documents or oral statements released by our Company, may contain forward-looking statements. Forward-looking statements generally use words such as “expect,”“foresee,”“anticipate,”“believe,”“project,”“should,”“estimate,”“will,” and similar expressions, and reflect our Company’s expectations concerning the future. All forecasts and projections are forward-looking statements. Forward-looking statements are based upon currently available information, but various risks and uncertainties may cause our Company’s actual results to differ materially from those expressed in these statements.
The Company undertakes no obligation to update these statements in light of new information or future events.
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, risks relating to the demand for our products and the level of commercial and industrial activity worldwide; changes in currency translation rates; Russia’s invasion of Ukraine and other political instability; interest rate fluctuations and changes in credit markets; global sourcing of materials; interruptions of or intrusions into our information systems; intellectual property rights; the use of generative artificial intelligence; conducting business internationally; catastrophic events; our ability to attract, develop and retain qualified personnel; public
health crises; our growth strategies and acquisitions; potential goodwill impairment; our ability to compete effectively; our dependence on a few large customers; our dependence on cyclical industries; changes in laws and regulations; climate-related laws, regulations and accords; environmental, social and governance-related expectations and requirements; compliance with anti-corruption and trade laws; changes in tax rates or the adoption of new tax legislation; and costs associated with legal proceedings. Please refer to Item 1A of our Annual Report on Form 10-K for fiscal year 2023 and Item 1A of this Form 10-Q for a more comprehensive discussion of these and other risk factors. These reports are available on the Company’s website at www.graco.com
and the Securities and Exchange Commission’s website at www.sec.gov. Shareholders, potential investors and other readers are urged to consider these factors in evaluating forward-looking statements and are cautioned not to place undue reliance on such forward-looking statements.
Investors should realize that factors other than those identified above and in Item 1A 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.
Item 3.Quantitative and Qualitative Disclosures About Market Risk
There have been no material changes related to market risk from the disclosures made in the Company’s 2023 Annual Report on Form 10-K.
Item
4.Controls and Procedures
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 and the Chief Financial Officer and Treasurer. Based upon that evaluation, the Company's President and Chief Executive Officer and the Chief Financial Officer and Treasurer concluded
that the Company’s disclosure controls and procedures are effective.
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.
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds
Issuer Purchases of Equity Securities
On December 7, 2018, the Board of Directors authorized the purchase of up to 18 million shares of common stock, primarily through open market transactions. The authorization is for an indefinite period of time or until terminated by the Board.
In addition to shares purchased under the Board authorization, the Company purchases shares of common stock held by employees who wish to tender owned shares to satisfy the exercise price or tax due upon exercise of options or vesting
of restricted stock.
Information on issuer purchases of equity securities follows:
Period
Total Number of Shares Purchased
Average Price Paid per Share
Total
Number of Shares Purchased as Part of Publicly Announced Plans or Programs
Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs (at end of period)
During the three months ended March 29, 2024, iiiinone///
of the Company’s directors or officers (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934) adopted, terminated or modified a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K of the Securities Act of 1933).
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.