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, 2003
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 filing requirements for the past 90 days.
YES X NO
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).
YES X NO
Common Shares outstanding as of March 29, 2003 :
Class A Common Shares 5,334,916
Class B Common Shares 1,330,992
Page 1 of 19
THE L. S. STARRETT COMPANY
CONTENTS
Page No.
Part I. Financial Information:
Item 1. Financial Statements
Consolidated Statement of Operations -
thirteen and thirty-nine
weeks ended March 29, 2003 and
March 30, 2002 (unaudited) 3
Consolidated Statement of Cash Flows -
thirteen and thirty-nine
weeks ended March 29, 2003 and
March 30, 2002 (unaudited) 4
Consolidated Balance Sheets - March 29,
2003 (unaudited) and June 29, 2002 5
Consolidated Statements of Stockholders'
Equity - thirty-nine weeks ended
March 29, 2003 and March 30, 2002
(unaudited) 6
Notes to Consolidated Financial Statements 7-9
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 10-16
Item 3. Quantitative and Qualitative Disclosures About
Market Risk 16
Item 4. Controls and Procedures 16
Part II. Other information:
Item 6. Exhibits and reports on Form 8-K 17
SIGNATURES 17
CERTIFICATIONS 18-19
Page 2 of 19
THE L. S. STARRETT COMPANY
Consolidated Statements of Operations
(in thousands of dollars except per share data)(unaudited)
13 Weeks Ended 39 Weeks Ended
03/29/03 03/30/02 03/29/03 03/30/02
Net sales 41,525 45,419 131,688 136,859
Cost of goods sold (32,363) (35,380) (103,448)(104,097)
Selling and general (11,507) (11,294) (35,165) (34,707)
Other income (expense) 90 127 (1,165) (255)
Loss before income taxes
and cumulative effect of change in
accounting principle (2,255) (1,128) (8,090) (2,200)
Benefit for federal, foreign
and state income taxes (988) (666) (3,647) (1,389)
Loss before cumulative effect of
change in accounting principle (1,267) (462) (4,443) (811)
Cumulative effect of change in
accounting for goodwill (6,086) .
Net Loss (1,267) (462) (10,529) (811)
Basic and diluted loss per share
before cumulative effect of change
in accounting principle (.19) (.07) (.67) (.12)
Cumulative effect of change in
accounting principle (.93) .
Basic and diluted loss per share (.19) (.07) (1.60) (.12)
Average outstanding shares used
(in thousands) 6,632 6,513 6,591 6,493
Dividends per share .20 .20 .60 .60
See Notes to Consolidated Financial Statements
Page 3 of 19
THE L. S. STARRETT COMPANY
Consolidated Statements of Cash Flows
(in thousands of dollars)(unaudited)
13 Weeks Ended 39 Weeks Ended
03/29/03 03/30/02 03/29/03 03/30/02
Cash flows from operating activities:
Net loss (1,267) (462) (10,529) (811)
Noncash expenses (income):
Cumulative effect of change in
accounting principle 6,086
Depreciation and amortization 2,802 2,961 8,334 8,949
Deferred taxes 37 (38) (254) 478
Unrealized exchange losses (gains) (89) (295) 1,371 (19)
Retirement benefits (31) (496) (535) (1,712)
Working capital changes:
Receivables 1,925 (3,605) 3,937 2,717
Inventories 4,509 3,523 16,617 2,649
Other assets and liabilities (2,777) (1,482) (2,117) (737)
Prepaid pension cost and other 88 237 (19) 235
Net cash from operating activities 5,197 343 22,891 11,749
Cash flows from investing activities:
Additions to plant and equipment (1,681) (2,578) (4,670) (7,620)
Decrease (increase) in
short-term investments 422 3,083 (13,210) (61)
Net cash from (used in) investing
activities (1,259) 505 (17,880) (7,681)
Cash flows from financing activities:
Net short-term debt repayments (2) 23 (1,580) (2,254)
Long-term debt borrowings
(repayments) (1,014) 1,735
Common stock issued 1,041 533 2,350 2,111
Treasury shares purchased (98) (498) (455) (924)
Dividends (1,328) (1,300) (3,952) (3,874)
Net cash from (used in) financing
activities (1,401) (1,242) (1,902) (4,941)
Exchange rate change effect on cash 19 24 (60) (8)
Net increase (decrease) in cash 2,556 (370) 3,049 (881)
Cash, beginning of period 2,165 1,434 1,672 1,945
Cash, end of period 4,721 1,064 4,721 1,064
See Notes to Consolidated Financial Statements
Page 4 of 19
THE L. S. STARRETT COMPANY
Consolidated Balance Sheets
(in thousands of dollars)
March 29 June 29
2003 2002
ASSETS (unaudited)
Current assets:
Cash 4,721 1,672
Investments 23,140 10,479
Accounts receivable (less allowance for doubtful
accounts of $1,598,000 and $1,790,000) 29,852 34,832
Inventories:
Raw materials and supplies 12,920 17,228
Goods in process and finished parts 18,063 24,632
Finished goods 26,553 34,762
57,536 76,622
Other current assets 7,474 5,903
Total current assets 122,723 129,508
Property, plant and equipment, at cost (less
accumulated depreciation of $85,418,000
and $79,005,000) 66,768 71,430
Cost in excess of net assets acquired (goodwill)
(less accumulated amortization of $4,216,000
at June 29, 2002) 6,086
Prepaid pension cost 34,710 33,651
Other assets 764 863
224,965 241,538
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Notes payable and current maturities 4,866 3,437
Accounts payable and accrued expenses 12,865 13,874
Accrued salaries and wages 3,541 4,163
Total current liabilities 21,272 21,474
Deferred income taxes 16,249 16,012
Long-term debt 5,247 7,000
Accumulated postretirement medical benefit obligation 17,101 16,711
Stockholders' equity:
Class A Common $1 par (20,000,000 shrs. auth.;
5,334,916 outstanding on 3/29/03, excluding
1,286,557 in treasury; 5,147,201 outstanding
on 6/29/02, excluding 1,397,659 in treasury) 5,334 5,147
Class B Common $1 par (10,000,000 shrs. auth.;
1,330,992 outstanding on 3/29/03, excluding
332,019 in treasury; 1,397,480 outstanding
on 6/29/02, excluding 332,019 in treasury) 1,331 1,397
Additional paid-in capital 49,859 47,858
Retained earnings reinvested and employed in
the business 135,321 150,029
Accumulated other comprehensive loss (26,749) (24,090)
Total stockholders' equity 165,096 180,341
224,965 241,538
See Notes to Consolidated Financial Statements
Page 5 of 19
THE L. S. STARRETT COMPANY
Consolidated Statements of Stockholders' Equity
For the Thirty-nine Weeks Ended March 29, 2003 and March 30, 2002
(in thousands of dollars)
(unaudited)
Common Addi- Accumulated
Stock Out- tional Other
standing Paid-in Retained Comprehensive
($1 Par) Capital Earnings Loss Total
Balance June 30, 2001 6,458 45,112 156,626 (23,375) 184,821
Comprehensive income (loss):
Net loss (811) (811)
Unrealized net loss
on investments (239) (239)
Translation loss, net (40) (40)
Total comprehensive income
(loss) (1,090)
Dividends ($.60 per share) (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
Balance June 29, 2002 6,544 47,858 150,029 (24,090) 180,341
Comprehensive income (loss):
Net loss (10,529) (10,529)
Unrealized net loss
on investments (12) (12)
Translation loss, net (2,647) (2,647)
Total comprehensive income
(loss) (13,188)
Dividends ($.60 per share) (3,952) (3,952)
Treasury shares:
Purchased (24) (204) (227) (455)
Issued 135 2,081 2,216
Options exercised 10 124 134
Balance March 29, 2003 6,665 49,859 135,321 (26,749) 165,096
See Notes to Consolidated Financial Statements
Page 6 of 19
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 29,
2003 and June 29, 2002; the results of operations and cash flows for the
thirteen weeks and thirty-nine weeks ended March 29, 2003 and March 30,
2002; and changes in stockholders' equity for the thirty-nine weeks ended
March 29, 2003 and March 30, 2002.
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 29, 2002, except for the treatment of goodwill
as discussed below; and these financial statements should be read in
conjunction with that annual report. Certain reclassifications have been
made to prior period data to conform with current year presentation.
In the periods presented, shares used to compute basic and diluted loss per
share are the same since the inclusion of common stock equivalents would be
antidilutive. Average common stock options outstanding that were not
included in the calculation of diluted loss per share were as follows:
quarters ended March 2003 and 2002, 56,939 and 53,509 shares, respectively;
nine month periods ended March 2003 and 2002, 41,581 and 56,605 shares,
respectively.
In December 2002, the FASB issued Statement of Financial Accounting
Standards (SFAS) No. 148, Accounting for Stock-Based Compensation -
Transition and Disclosure, an amendment of SFAS No. 123. SFAS No. 148
provides alternative methods for a voluntary change to the fair value-based
method of accounting for employee stock-based compensation. These
alternative methods will only impact the Company if it changes to the fair
value-based method of accounting for employee stock-based compensation,
which it has not implemented but is considering. The Company has not
incurred any employee stock-based compensation under the intrinsic value
method of Accounting Principles Board Opinion 25 in these financial
statements. The Company has computed below the pro forma disclosures
required under SFAS No. 148 using the Black-Scholes option pricing model
with an assumed interest rate of 3% (3.5% in fiscal 2002), volatility of 22%
and an expected life of two years.
13 Weeks Ended March 39 Weeks Ended March
2003 2002 2003 2002
Net loss as reported (1,267) (462) (10,529) (811)
After tax Employee stock based
compensation under fair value
method (140) (55)
Pro forma net loss (1,267) (462) (10,669) (866)
Basic and diluted net loss
per share:
As reported (.19) (.07) (1.60) (.12)
Pro forma (.19) (.07) (1.62) (.13)
As discussed under Management's Discussion and Analysis of Financial
Condition and Results of Operations, the Company charged pretax operations
with $3.1 million ($.30 per share after tax) in the September 2002 quarter
and $.6 million ($.06 per share after tax) in the March 2003 quarter in
connection with an investigation of its Coordinate Measuring Machine
division, which is based in Mt. Airy, North Carolina. No assurances can be
Page 7 of 19
made that these charges reflect the actual costs that will ultimately be
incurred by the Company or that the Company will not need to make additional
charges.
Historically, the Company has not incurred significant predictable warranty
expense and as a result does not generally record a warranty liability. The
warranty obligation for most products is generally one year from shipment to
the original purchaser and is affected by product failure rates, material
usage, and service delivery costs incurred in correcting a product failure.
Any such failures tend to occur soon after shipment. In the event a material
warranty liability is deemed probable, a reserve is established. Should
historical experience change, a warranty liability may be required.
The Company adopted SFAS 142, Goodwill and Other Intangible Assets, as of
June 30, 2002, the first day of fiscal 2003, and performed a transitional
fair value based impairment test as of that date. As a result, a non-cash
impairment charge of $6,086,000 ($.93 per share after taxes), relating
primarily to the acquisition of the Company's Evans Rule division in 1986,
was recorded as of the first day of the September 2002 quarter and related
amortization of $67,000 per quarter was discontinued. The charge is
reflected as the cumulative effect of a change in accounting principle in
the accompanying Statements of Operations and Cash Flows. There were no
income taxes associated with the charge. Had goodwill not been amortized in
the prior year, net loss and net loss per share would have been as follows
(in thousands):
13 Weeks 39 Weeks
Ended 03/30/02 Ended 03/30/02
Net loss as reported (462) (811)
Add back goodwill amortization 67 201
Proforma net loss (395) (610)
Basic and diluted loss
per share as reported (.07) (.12)
Effect of SFAS 142 .01 .03
Proforma basic and diluted
loss per share (.06) (.09)
Included in investments at March 29, 2003 is $2.3 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 .
2003 2002 2003 2002
Interest income 212 135 602 493
Interest expense and com-
mitment fees (230) (95) (448) (401)
Realized and unrealized
exchange gains (losses) 187 307 (1,155) (93)
Other (79) (220) (164) (254)
90 127 (1,165) (255)
Page 8 of 19
Approximately 70% of all inventories are valued on the LIFO method. At
March 29, 2003, and June 29, 2002, total inventories are $23,768,000 and
$23,835,000 less, respectively, than if determined on a FIFO basis. Although
LIFO inventories have been reduced, the Company has not as yet realized any
material LIFO layer liquidation profits.
Long-term debt is comprised of the following (in thousands):
March June
2003 2002 .
Note payable due 12/03, 3.8% 2,999 4,000
Capitalized lease obligations
payable in Brazilian currency
due 2003 - 2007, 17%-28% 2,897
Revolving credit agreement, 1.8% 3,000 3,000
8,896 7,000
Less current portion 3,649 .
5,247 7,000
Page 9 of 19
THE L. S. STARRETT COMPANY
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
QUARTERS ENDED MARCH 29, 2003 AND MARCH 30, 2002
Sales
Total Company sales for the March quarter are approximately 9% less than the
corresponding quarter of a year ago. Although both quarters reflect
worldwide economic conditions that have been adversely affecting business
for some time, domestic sales declined 12% compared to a year ago, after
having leveled out in the December quarter, due to weakness and uncertainty
surrounding the the economy. Foreign sales are up 2% for the quarter,
although in local currency foreign sales are up 18% primarily because
Brazil's currency has devalued over the past year.
Loss Before Taxes
Our pretax loss for the quarter was $2.3 million compared to a $1.1 million
loss a year earlier. The major reasons for the increased loss are the effect
of the decrease in sales discussed above (approximately $1.4 million) and an
additional provision of $.6 million in connection with the government
investigation of the Company's Coordinate Measuring Machine (CMM) division
(see below). Overall we were producing at approximately 10% below sales
level in both quarters in order to reduce inventories. The effect of these
reduced production levels is estimated to be a $.5 to $1 million increase in
the Company's pretax loss. Despite lower sales, increased fringe benefit and
insurance costs, including retirement ($.4 million), and reduced production
levels, cost cutting measures (primarily headcount reductions) have allowed
gross margins to remain the same at 22%. Although Selling and General
spending has remained about the same compared to the quarter a year ago, it
has increased from 24.9% to 27.7% as a percent of sales because of the 9%
decrease in sales. For the quarter, domestic operations had a pretax loss of
6% of sales before the $.6 million charge relating to the government
investigation of the CMM division while foreign operations broke even. In
the prior year, domestic operations had a pretax loss of 2% of sales and
foreign operations had a pretax loss of 3% of sales.
Income Taxes
The effective income tax rate was 44% in the current quarter and 59% in the
prior year's quarter. The change comes about because pretax results are so
close to breakeven in both quarters that permanent book/tax differences get
exaggerated when converted to percentages and the rates are relatively high
compared to our normal rate of approximately 35% because the least
profitable operations have been in the jurisdictions with the highest tax
rates.
Loss per share
As a result of the above factors, basic and diluted loss per share for the
March 2003 quarter is $.19 per share compared to a loss of $.07 for the
March 2002 quarter.
NINE MONTH PERIODS ENDED MARCH 29, 2003 AND MARCH 30, 2002
Overview
As more fully discussed below, results for the nine months ended March 29,
2003 show the Company incurred a net loss of $10.5 million, or $1.60 per
Page 10 of 19
basic and diluted share, compared to a net loss of $.8 million, or $.12 per
share, in the nine months ended March 30, 2002. A significant portion of the
current year's loss was caused by two unusual charges: the writeoff of $6.1
million in the first quarter, or $.93 per share after tax, of goodwill (as
discussed in the notes to the financial statements) and a $3.7 million
pretax ($3.1 million in the first quarter and $.6 million in the third
quarter), or $.36 per share after tax, provision in connection
with a government investigation of the Company's CMM division. Excluding
these charges, the Company incurred a net loss for the nine months ended
March 29, 2003 of $2.1 million, or $.31 per share, compared to a net loss of
$.8 million, or $.12 per share, in the prior year.
Sales
Sales for the nine months ended March 29, 2003 are down 4% compared to the
corresponding period a year ago. Excluding intercompany sales, domestic
sales are down 7% and foreign sales are up 1%. In local currency, foreign
sales are up 15%, primarily because of the devaluation of Brazil's currency.
The decrease in domestic sales reflects the continued weak U.S. industrial
manufacturing sector, particularly in the third quarter, and lower first
quarter shipments to a major consumer products customer as they rebalanced
their inventories.
Loss before taxes and cumulative effect of change in accounting principle
Results for the nine months, before the cumulative effect of the change in
accounting principle for goodwill (adoption of SFAS 142) as previously
discussed, are down $5.9 million from last year. $3.7 million pretax of this
decrease ($.36 per share after tax) relates to charges taken in connection
with our CMM division as further described below.
Excluding the goodwill writeoff and CMM division charges, pretax results are
down $2.2 million. The major items causing the decrease are lower sales
(approximately $1.5 million), increased domestic fringe benefit and
insurance costs, including retirement ($1.4 million), unrealized exchange
losses in Brazil ($1.1 million), and the effect (approximately $3.0 to $4.0
million), both domestic and foreign, of production levels being well below
sales as the Company continues to reduce inventories. These cost increases
were partially offset by cost reduction measures (primarily headcount) as
well as the elimination of goodwill amortization ($.2 million).
Coordinate Measuring Machine (CMM) Division
The Company's CMM division is presently the subject of a federal government
investigation being coordinated through the Department of Justice. The
division, which is based in the Company's Mt. Airy, North Carolina facility,
accounted for less than 3% of the Company's net sales during fiscal 2002.
The CMM division manufactures and sells coordinate measuring machines,
including the Rapid Check 2 and Rapid Check 3 machines. The Company's CMMs
operate with computer measurement software sold by the Company, including
software sold under the "Apogee" brand name. The Company became aware of the
investigation on September 5, 2002, when federal agents conducted a search
of the CMM division. The government's investigation appears to be focused on
the division's Rapid Check coordinate measuring machine product line and
other Starrett CMMs using the Apogee software. On September 12, 2002, the
Wall Street Journal published an article in which allegations that the
Company had defrauded its customers and the government were attributed to
Richard Parks, a former independent contractor to the Company. The article
indicated that the investigation apparently was prompted by a qui tam action
filed under seal in federal court in Boston, Massachusetts by Mr. Parks.
The Company has not been served with a complaint in connection with any qui
tam action. In response to that article, the Company denied that it
Page 11 of 19
defrauded its customers or the government. The Company is fully cooperating
with the government in its investigation.
Beginning late in calendar 2001, the Company, on its own initiative and as
part of its review of its Rapid Check product line, made certain
improvements to the Rapid Check machines and incorporated these improvements
in new Rapid Check machines. Beginning in March 2002, the Company informed
its customers of these improvements and initiated a program to replace the
affected Rapid Check machines at no cost to its customers. This replacement
program continues to the present time and is nearing completion.
As a result of the investigation and ongoing replacement program outlined
above, the Company charged pretax operations with $3.1 million ($.30 per
share after tax) in the September 2002 quarter and an additional $.6 million
($.06 per share after tax) in the March 2003 quarter. Of this, $2.1 million
was charged to selling and general expense in the Statements of Operations
and relates to professional fees, primarily legal. The remaining $1.6
million related to the Rapid Check replacement program and other CMM
inventory valuation expenses and appears as part of cost of goods sold in
the Statements of Operations. No assurances can be made that these charges
reflect the actual costs that will ultimately be incurred by the Company or
that the Company will not need to take additional charges. As of March 29,
2003, actual expenditures related to these charges were approximately $2
million. Total CMM division inventories were approximately $5.5 million as
of March 29, 2003.
Income Taxes
The effective income tax rate was 45% for the nine months ended March 29,
2003 and 63% in the prior nine month period. The change comes about because
pretax results are close enough to breakeven in both periods that permanent
book/tax differences get exaggerated when converted to percentages and the
rates are relatively high compared to our normal rate of about 35% because
the least profitable operations have been in the jurisdictions with the
highest tax rates.
Loss per share before change in accounting principle
As a result of the above factors and before the change in accounting
principle for goodwill (adoption of SFAS 142), the Company incurred a basic
and diluted loss per share for the nine months ended March 29, 2003 of $.67
($.31 before the CMM division charges discussed above) compared to a loss of
$.12 per share a year ago.
Net loss per share after change in accounting principle
Basic and diluted net loss per share was $1.60 for the nine months ended
March 29, 2003. Excluding the $.36 related to the CMM division charges
discussed above and the $.93 related to the writeoff of goodwill discussed
in the notes to the financial statements, the net loss was $.31 per share
compared to a net loss of $.12 per share for the nine months ended March 30,
2002.
LIQUIDITY AND CAPITAL RESOURCES
13 Weeks Ended 39 Weeks Ended
03/29/03 03/30/02 03/29/03 03/30/02
Cash provided by operations 5,197 343 22,891 11,749
Cash provided by (used in)
investing activities (1,259) 505 (17,880) (7,681)
Cash used in financing activities (1,401) (1,242) (1,902) (4,941)
Despite small operating losses in all quarters plus the additional $3.1
million charge taken in the first quarter of fiscal 2003, cash provided by
Page 12 of 19
operations has been positive and increasing period to period. By far the
biggest factor contributing to the increase has been the reduction in
inventories during this year's first, second and third quarters
(approximately $5 million in each quarter). "Retirement benefits" under
noncash expenses in the detailed cash flow statement 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 $.2
million of noncash income per quarter ($.6 million per quarter in the prior
year). On an accrual basis, retirement benefits (expense) are approximately
$(.2) million per quarter in the current year and $.1 million per quarter in
the prior year.
The Company's investing activities consist of expenditures for plant and
equipment and the investment of cash not immediately needed for operations.
Increased short-term investments partially offset by less capital
expenditures during fiscal 2003 accounts for the increase in investing
activities.
Cash flows from financing activities are primarily the payment of dividends,
which tend to be steady from year to year. The Company entered into a lease
financing arrangement in Brazil in the second quarter worth approximately
$2.7 million that reduced the year to date cash required for financing
activities. The proceeds from the sale of stock under the various stock
plans has historically been used to purchase treasury shares, although in
recent years such treasury share purchases have been curtailed.
The Company maintains sufficient liquidity and has the resources to fund its
operations in the near term. If economic conditions do not improve and the
Company continues to sustain losses, additional steps will have to be taken
in order to maintain liquidity, including further workforce reductions
and/or reducing or eliminating dividends. The Company maintains a $25
million line of credit but has not made significant borrowings under it. The
Company has a working capital ratio of 5.8 to 1 as of March 29, 2003 and 6.0
to 1 as of June 29, 2002.
ACCOUNTING PRONOUNCEMENTS
The following recently issued Statements of Financial Accounting Standards
(SFAS) are either not applicable to the Company or the Company does not
expect their implementation to have a material impact on the Company's
financial position or results of operations: SFAS No. 143, Accounting for
Asset Retirement Obligations; SFAS No. 144, Accounting for the Impairment of
Long-Lived Assets; SFAS No. 145, Rescission of FASB Statements No. 4, 44,
and 64, Amendment of FASB Statement No. 13, and Technical Corrections; SFAS
No. 146, Accounting for Costs Associated with Exit or Disposal Activities;
and SFAS No. 147, Acquisitions of Certain Financial Institutions.
CRITICAL ACCOUNTING POLICIES
The preparation of financial statements and related disclosures in
conformity with accounting principles generally accepted in the United
States of America requires management to make judgments, assumptions and
estimates that affect the amounts reported in the consolidated financial
statements and accompanying notes. The first footnote to the consolidated
financial statements in the Annual Report on Form 10-K for the fiscal year
ended June 29, 2002 describes the significant accounting policies and
methods used in the preparation of the consolidated financial statements.
Page 13 of 19
Judgements, assumptions, and estimates are used for, but not limited to, the
allowance for doubtful accounts receivable and returned goods; inventory
allowances; income tax reserves; employee turnover, discount, and return
rates used to calculate pension obligations; normal expense accruals for
such things as workers compensation and employee medical expenses; and of
particular importance this fiscal year the previously discussed charges
connected with the government investigation of our CMM division. Actual
results could differ from these estimates.
The allowance for doubtful accounts and sales returns is based on our
assessment of the collectibility of specific customer accounts, the aging of
our accounts receivable and trends in product returns. While we believe that
our allowance for doubtful accounts and sales returns is adequate and that
the judgment applied is appropriate, if there is a deterioration of a major
customer's credit worthiness, actual defaults are higher than our previous
experience, or actual future returns do not reflect historical trends, our
estimates of the recoverability of the amounts due us and our sales could be
adversely affected.
Inventory purchases and commitments are based upon future demand forecasts.
If there is a sudden and significant decrease in demand for our products or
there is a higher risk of inventory obsolescence because of rapidly changing
technology and requirements, we may be required to increase our inventory
reserve and, as a result, our gross profit margin could be adversely
affected.
Accounting for income taxes requires us to estimate our future tax
liabilities. Due to timing differences in the recognition of items included
in income for accounting and tax purposes, deferred tax assets or
liabilities are recorded to reflect the impact arising from these
differences on future tax payments. With respect to recorded tax assets, we
assess the likelihood that the asset will be realized. If realization is in
doubt because of uncertainty regarding future profitability or enacted tax
rates, we provide a valuation allowance related to the asset. Should any
significant changes in the tax law or our estimate of the necessary
valuation allowance occur, we would record the impact of the change, which
could have a material effect on our financial position or results of
operations.
Pension and postretirement medical benefit costs and obligations are
dependent on assumptions used by our actuaries in calculating such amounts.
These assumptions include discount rates, healthcare cost trends, inflation,
salary growth, long-term return on plan assets, retirement rates, mortality
rates, and other factors. These assumptions are made based on a combination
of external market factors, actual historical experience, long-term trend
analysis, and an analysis of the assumptions being used by other companies
with similar plans. Actual results that differ from our assumptions are
accumulated and amortized over future periods. Significant differences in
actual experience or significant changes in assumptions would affect our
pension and other postretirement benefit costs and obligations.
Page 14 of 19
SAFE HARBOR STATEMENT
UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1996
This Quarterly Report on Form 10-Q as well as the 2002 Annual Report,
including the President's letter to stockholders, and the quarterly
shareholder earnings announcement 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, other operating and capital requirements,
and the pending government investigation. 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 Government Investigation: As discussed above, the
Government is currently investigating the Company's CMM division. There can
be no assurance as to how long this investigation will last and what the
outcome of the investigation will be and what effect, if any, the outcome of
the investigation will have on the Company, its sales of CMMs and other
products or its stock price.
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 historic weakness of the euro as compared to the British pound 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. In addition, the recent
outbreak of severe acute respiratory syndrome (SARS) in the People's Republic
of China and concerns over its spread in Asia and elsewhere could have a
negative effect on the economies, financial markets and business activity in
Asia and elsewhere. The Company's manufacturing operations in China and its
sales in Asia may be affected by this risk.
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
Page 15 of 19
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.
Item 3. Quantitative and Qualitative Disclosure About 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 risks that
are continually monitored, evaluated, and managed. Proper management of these
risks helps reduce the likelihood of earnings volatility. At March 2003 and
June 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. 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 foreign monetary assets total approximately
$4 million as of March 29, 2003.
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 $26 million and debt of
$10 million at March 29, 2003) 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 $2.3
million by approximately $40,000.
Item 4. Controls and Procedures
Within the 90 days prior to the date of this Form 10-Q, the Company carried
out an evaluation, under the supervision and with the participation of the
Company's management, including the Company's Chief Executive Officer along
with the Company's Chief Financial Officer, of the effectiveness of the
design and operation of the Company's disclosure controls and procedures
pursuant to Exchange Act Rule 13a-14. Based upon that evaluation, the
Company's Chief Executive Officer along with the Company's Chief Financial
Officer concluded that the Company's disclosure controls and procedures are
effective in timely alerting them to material information relating to the
Company (including its consolidated subsidiaries) required to be included in
the Company's periodic Securities and Exchange Commission filings. There
have been no significant changes in the Company's internal controls or in
other factors that could significantly affect internal controls subsequent
to the date the Company carried out its evaluation.
Page 16 of 19
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
99a Certification of Douglas A. Starrett pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
99b Certification of Roger U. Wellington, Jr. pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
(b) 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 9, 2003 S/R.U.WELLINGTON, JR.
R. U. Wellington, Jr. (Vice President,
Treasurer and Chief Financial Officer)
Date May 9, 2003 S/S.G.THOMSON
S. G. Thomson (Chief Accounting Officer)
Page 17 of 19
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
I, Douglas A. Starrett, certify that:
1. I have reviewed this quarterly report on Form 10-Q of The L.S.Starrett
Company;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this quarterly report is being
prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls;
and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.
Date: May 9, 2003 S/DOUGLAS A. STARRETT
Douglas A. Starrett
President and CEO
Page 18 of 19
CERTIFICATION OF CHIEF FINANCIAL OFFICER
I, Roger U. Wellington, Jr., certify that:
1. I have reviewed this quarterly report on Form 10-Q of The L.S.Starrett
Company;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this quarterly report is being
prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls;
and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.
Date: May 9, 2003 S/ROGER U. WELLINGTON, JR.
Roger U. Wellington, Jr.
Vice President, Treasurer and CFO
Page 19 of 19