UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 27, 2003
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
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
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 September 27, 2003:
Class A Common Shares 5,370,151
Class B Common Shares 1,297,235
Page 1 of 14
THE L. S. STARRETT COMPANY
CONTENTS
Page No.
Part I. Financial Information:
Item 1. Financial Statements
Consolidated Statements of Operations -
thirteen weeks ended September 27, 2003
and September 28, 2002 (unaudited) 3
Consolidated Statements of Cash Flows -
thirteen weeks ended September 27, 2003
and September 28, 2002 (unaudited) 4
Consolidated Balance Sheets - September 27,
2003 (unaudited) and June 28, 2003 5
Consolidated Statements of Stockholders'
Equity - thirteen weeks ended September 27,
2003 and September 28, 2002 (unaudited) 6
Notes to Consolidated Financial Statements 7-8
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 8-13
Item 3. Quantitative and Qualitative Disclosures About
Market Risk 13
Item 4. Controls and Procedures 13
Part II. Other information:
Item 4. Submission of Matters to a Vote of Security Holders 14
Item 6. Exhibits and reports on Form 8-K 14
SIGNATURES 14
Page 2 of 14
Part I. Financial Information
Item 1. Financial Statements
THE L. S. STARRETT COMPANY
Consolidated Statements of Operations
(in thousands of dollars except per share data)(unaudited)
13 Weeks Ended
9/27/03 9/28/02
Net sales 40,675 45,335
Cost of goods sold (30,940) (36,599)
Selling and general (11,414) (12,552)
Other expense (271) (680)
Loss before income taxes and cumulative
effect of change in accounting principle (1,950) (4,496)
Income tax benefit (855) (1,961)
Loss before cumulative effect of change in
accounting principle (1,095) (2,535)
Cumulative effect of change in accounting principle
for goodwill (6,086)
Net loss (1,095) (8,621)
Basic loss per share before cumulative effect
of change in accounting principle (.16) (.39)
Cumulative effect of change in accounting principle
for goodwill (.93)
Basic and diluted loss per share (.16) (1.32)
Average outstanding shares (in thousands) 6,661 6,551
Dividends per share .10 .20
See notes to consolidated financial statements
Page 3 of 14
THE L. S. STARRETT COMPANY
Consolidated Statements of Cash Flows
(in thousands of dollars)(unaudited)
13 Weeks Ended
9/27/03 9/28/02
Cash flows from operating activities:
Net loss (1,095) (8,621)
Noncash expenses (income):
Cumulative effect of change in accounting principle 6,086
Depreciation and amortization 2,755 2,786
Deferred taxes (19) (227)
Unrealized exchange losses (gains) (13) 725
Retirement benefits (117) (228)
Working capital changes:
Receivables 249 (1,812)
Inventories 714 5,929
Other assets and liabilities 619 70
Prepaid pension cost and other 41 (158)
Net cash from operating activities 3,134 4,550
Cash flows from investing activities:
Additions to plant and equipment (1,278) (736)
Increase in investments (2,280) (3,426)
Net cash used in investing (3,558) (4,162)
Cash flows from financing activities:
Short-term borrowing, net 523 128
Long-term debt repayments (1,613)
Common stock issued 118 540
Dividends (668) (1,310)
Net cash used in financing (1,640) (642)
Effect of exchange rate changes on cash (48) (85)
Net decrease in cash (2,112) (339)
Cash, beginning of period 3,306 1,672
Cash, end of period 1,194 1,333
See notes to consolidated financial statements
Page 4 of 14
THE L. S. STARRETT COMPANY
Consolidated Balance Sheets
(in thousands of dollars)
Sep. 27 June 28
2003 2003
ASSETS (unaudited)
Current assets:
Cash 1,194 3,306
Investments 24,093 21,995
Accounts receivable (less allowance for doubtful
accounts of $1,571,000 and $1,392,000) 31,590 32,175
Inventories:
Raw materials and supplies 10,812 9,859
Goods in process and finished parts 19,931 20,344
Finished goods 22,275 23,832
53,018 54,035
Prepaid expenses, taxes and other current assets 7,967 9,703
Total current assets 117,862 121,214
Property, plant and equipment, at cost (less
accumulated depreciation of $91,208,000
and $89,223,000) 65,304 67,093
Prepaid pension cost 30,794 30,565
Other assets 835 868
214,795 219,740
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Notes payable and current maturities 2,786 3,585
Accounts payable and accrued expenses 11,467 12,859
Accrued salaries and wages 3,831 3,940
Total current liabilities 18,084 20,384
Deferred income taxes 14,762 14,696
Long-term debt 2,360 2,652
Accumulated postretirement medical benefit obligation 17,161 17,057
Stockholders' equity:
Class A Common $1 par (20,000,000 shares authorized;
5,370,151 outstanding at 9/27/03, excluding
1,286,678 held in treasury; 5,344,033 outstanding
at 6/28/03, excluding 1,294,542 held in treasury) 5,370 5,344
Class B Common $1 par (10,000,000 shares authorized;
1,297,235 outstanding at 9/27/03, excluding
332,019 held in treasury; 1,315,489 outstanding
at 6/28/03, excluding 332,019 held in treasury) 1,297 1,315
Additional paid-in capital 49,936 49,826
Retained earnings reinvested and employed in
the business 132,784 134,547
Accumulated other comprehensive loss (26,959) (26,081)
Total stockholders' equity 162,428 164,951
214,795 219,740
See notes to consolidated financial statements
Page 5 of 14
THE L. S. STARRETT COMPANY
Consolidated Statements of Stockholders' equity
For the Thirteen Weeks Ended September 27, 2003 and September 28, 2002
(in thousands of dollars)
(unaudited)
Common Addi- Accumulated
Stock Out- tional Other
standing Paid-in Retained Comprehensive
($1 Par) Capital Earnings Loss Total
Balance June 29, 2002 6,544 47,858 150,029 (24,090) 180,341
Comprehensive loss:
Net loss (8,621) (8,621)
Unrealized net gain
on investments 42 42
Translation loss, net (1,356) (1,356)
Total comprehensive loss (9,935)
Dividends ($.20 per share) (1,310) (1,310)
Treasury shares issued 31 509 540
Balance September 28, 2002 6,575 48,367 140,098 (25,404) 169,636
Balance June 28, 2003 6,659 49,826 134,547 (26,081) 164,951
Comprehensive loss:
Net loss (1,095) (1,095)
Unrealized net loss
on investments (10) (10)
Translation loss, net (868) (868)
Total comprehensive loss (1,973)
Dividends ($.10 per share) (668) (668)
Treasury shares issued 8 110 118
Balance September 27, 2003 6,667 49,936 132,784 (26,959) 162,428
See notes to consolidated financial statements
Page 6 of 14
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 27,
2003 and June 28, 2003; the results of operations and cash flows for the
thirteen weeks ended September 27, 2003 and September 28, 2002; and changes
in stockholders' equity for the thirteen weeks ended September 27, 2003 and
September 28, 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 28, 2003, other than the change for stock based
compensation as discussed below, and these financial statements should be
read in conjunction with said annual report. Certain reclassifications have
been made to prior period data to conform with current year presentation.
In the quarters presented, shares used to compute basic and diluted loss per
share are the same since the inclusion of common stock equivalents (13,161
shares in the quarter ended September 27, 2003 and 10,569 shares in the
quarter ended September 28, 2002) would be antidilutive.
As discussed under Management's Discussion and Analysis of Financial
Condition and Results of Operations, the Company took reserves and charged
pretax operations with $3.1 million ($.30 per share after tax) in the
September 2002 quarter in connection with an investigation of its Coordinate
Measuring Machine (CMM) division, and additional charges were incurred
thereafter. As of September 27, 2003, approximately $.4 million is reserved
for future legal and professional costs related to this matter. No
assurances can be made that this amount reflects the actual future costs
that will be incurred by the Company or that the Company will not need to
take additional reserves.
Effective with the beginning of the September 2003 quarter, the Company has
adopted the fair value method of accounting for stock based compensation on
a prospective basis as described in SFAS No.s 123 and 148. The Company has
not incurred any stock-based compensation costs in either the current or
prior year quarters since options were not granted in either quarter.
Historically, stock-based compensation has not been material.
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 onetime,
non-cash, non-operational impairment charge of $6,086,000 ($.93 per share
before and 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.
There were no income taxes associated with the charge.
Included in investments at September 27, 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
represent "core cash" and are part of the Company's overall cash management
and liquidity program and, under SFAS 115, are considered "available for
sale." The investments themselves are highly liquid, carry no early
redemption penalties, and are not designated for acquiring non-current assets.
Page 7 of 14
Other income (expense) is comprised of the following (in thousands):
Thirteen Weeks
Ended September
2003 2002
Interest income 155 175
Interest expense and commitment fees (328) (94)
Realized and unrealized exchange losses (39) (720)
Other (59) (41)
(271) (680)
Approximately 70% of all inventories are valued on the LIFO method. At
September 27, 2003 and June 28, 2003, total inventories are $23,311,000 and
$23,204,000 less, respectively, than if determined on a FIFO basis. Although
LIFO inventories have been reduced, the Company has not realized any
material LIFO layer liquidation profits in the periods presented.
Long-term debt is comprised of the following (in thousands):
September June
2003 2003
Note payable at 3.1% due December 2003 1,091 2,318
Capitalized lease obligations payable in
Brazilian currency due 2004-2007, 17%-27% 3,051 3,433
4,142 5,751
Less current portion 1,782 3,099
2,360 2,652
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
OVERVIEW OF QUARTERLY RESULTS
As more fully discussed below, results for the quarter ended September 27,
2003 show the Company incurred a net loss of $1.1 million, or $.16
per share, compared to a net loss of $8.6 million, or $1.32 per share, in
the comparable prior year quarter. A significant portion of the prior year
loss was caused by two unusual charges: the writeoff of $6.1 million, or
$.93 per share before and after tax, of goodwill and a $3.1 million pretax,
or $.30 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 September 2002 quarter of $.6 million,
or $.09 per share compared to a net loss of $1.1 million or $.16 per share
for the September 2003 quarter.
Sales
Sales for the September quarter are down $4.7 million or 10% compared to the
corresponding quarter of a year ago. Excluding intercompany sales, domestic
sales are down 16% and foreign sales are up 9%. In local currency foreign
sales are up only 2% quarter to quarter, since the dollar has been weakening
against the British pound and Brazilian real. The decrease in domestic sales
reflects the continued weak U.S. industrial manufacturing sector,
particularly in metal working, in part caused by the continued migration of
manufacturing, both customers and competitors, to lower cost countries.
Page 8 of 14
Loss before taxes and cumulative effect of change in accounting principle
The current quarter's pretax loss of $2.0 million is down $2.5 million from
last year's loss of $4.5 million, before the $6.1 million cumulative effect
in the September 2002 quarter of the change in accounting principle for
goodwill (adoption of SFAS 142). Contributing to this decrease is the fact
that the September 2002 quarter contained $3.1 million pretax ($.30 per
share after tax) of nonrecurring charges taken in connection with the
government investigation of our CMM division as further described below.
$1.5 million of this $3.1 million was charged to selling and general expense
and $1.6 million to cost of sales. By itself, the $4.7 million decrease in
sales quarter to quarter had the effect of increasing the pretax loss by
about $1.2 million. The major items causing the remaining $.6 million
decrease in the pretax loss are lower ($.7 million) exchange losses in
Brazil and slightly better ($.5 million) gross margins, offset by higher
interest expense ($.2 million)in Brazil due to borrowing in local currency
and a $.4 million increase in selling and general expense. Contributing to
this $.4 million increase in selling and general expense in the September
2003 quarter were additional CMM investigation expenses, higher retirement
benefit costs, and the effect of a weaker U.S. dollar this year compared to
last year. Despite lower sales and excluding the effect on cost of sales in
2002 of the CMM division investigation, gross margins improved approximately
1.1 percentage points quarter to quarter due primarily to lower headcount
and slightly higher production levels.
Coordinate Measuring Machine (CMM) division
As discussed in more detail in the Company's fiscal 2003 Annual Report on
Form 10-K, the Company's CMM division is presently the subject of a federal
government investigation being coordinated through the Department of
Justice. The Company became aware of the investigation on September 5, 2002,
when federal agents conducted a search of the CMM division. The
investigation apparently was prompted by a qui tam action filed under seal
in federal court in Boston, Massachusetts. The division, which is located in
the Company's Mt. Airy, North Carolina facility, accounted for less than 2%
of the Company's net sales during fiscal 2003 and, as of September 27, 2003,
total CMM division inventories were approximately $4.5 million. The CMM
division manufactures and sells coordinate measuring machines. The
government is investigating allegations apparently made by a former
independent contractor that the CMM division defrauded its customers and the
government in connection with the sale of coordinate measuring machines and
software. In response to a September 2002 newspaper article, the Company
denied allegations that the Company defrauded its customers or the
government. The Company has not been served with any qui tam complaint, and
is cooperating with the government.
As a result of the investigation and an ongoing CMM replacement program
initiated prior thereto in March 2002, the Company has taken reserves and
charged pretax operations with $3.1 million ($.30 per share after tax) in
the September 2002 quarter, $.6 million in the March 2003 quarter, and $.2
million in the September 2003 quarter. Of the September 2002 quarter charge,
$1.5 million was charged to selling and general expense and $1.6 million to
cost of sales. As of September 27, 2003, approximately $.4 million is
reserved for future professional fees. No assurances can be made that these
reserves reflect the actual additional costs that will be incurred by the
Company or that the Company will not need to take additional reserves.
Income tax benefit
The effective income tax rate was 44% in the September 2003 quarter and,
before the goodwill writeoff, 44% in the prior year's corresponding quarter.
Puerto Rico tax incentives, and somewhat lower foreign income tax rates all
contribute to an overall effective tax rate that is normally slightly lower
Page 9 of 14
than the combined U.S. state and federal rate of approximately 38%. However,
in the periods presented, the rates are relatively high compared to our
normal rate because the least profitable operations have been in the
jurisdictions with the highest tax rates. Despite recent losses, the Company
continues to believe it will be able to utilize its tax operating loss
carryforwards and is therefore recognizing their benefit against current
losses. This is continually monitored and could change in the future.
Net loss per share
As a result of the above factors, the Company incurred a basic and diluted
net loss per share of $0.16 in the September 2003 quarter compared to a
basic and diluted net loss of $1.32 per share a year ago ($.09 before the
CMM division charges and writeoff of goodwill discussed above).
LIQUIDITY AND CAPITAL RESOURCES
13 Weeks Ended
9/27/03 9/28/02
Cash provided by operations 3,134 4,550
Cash used in investing activities (3,558) (4,162)
Cash used in financing activities (1,640) (642)
Cash provided by operations decreased $1.4 million, primarily because of a
lower rate of inventory reduction in the current quarter partially offset by
the $1.4 million decrease in loss (before the noncash effect in fiscal 2002
of the writeoff of goodwill). "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 generated approximately $.1 million of noncash income in the
current year's quarter and $.2 million in the prior year's quarter.
Including this noncash income, retirement expense in total was approximately
$.4 million in the September 2003 quarter and $.2 million in the 2002
quarter.
The Company's investing activities consist of expenditures for plant and
equipment and the investment of cash not immediately needed for operations.
An increase in capital expenditures of $.5 million in the September 2003
quarter was more than offset by smaller additions to short-term investments,
resulting in a $.6 million decrease in cash used in investing activities.
Cash used in financing activities increased slightly from quarter to
quarter. The quarterly dividend was decreased from $.20 to $.10 per share,
but this was more than offset by the fact that less stock was issued under
the Company's benefit plans and more debt was repaid than in the prior
year.
The Company believes it maintains sufficient liquidity and has the resources
to fund its operations in the near term. If revenues continue to decline and
the Company is unable to return to profitability in the near term,
additional steps will have to be taken in order to maintain liquidity,
including plant consolidations and further workforce and dividend
reductions. Although it has not made significant borrowings under its line
of credit, the Company and its lender are in the process of amending the
Company's credit agreement, including reducing the line and possibly
providing collateral. The Company has a working capital ratio of 6.5 to 1 as
of September 27, 2003 and 5.9 to 1 as of June 28, 2003.
Page 10 of 14
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 footnotes to the Company's Annual Report on Form 10-K describes the
significant accounting policies and methods used in the preparation of the
consolidated financial statements.
Judgments, 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, 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, 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 estimates of 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 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 11 of 14
SAFE HARBOR STATEMENT
UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
This Quarterly Report on Form 10-Q, the 2003 Annual Report to stockholders,
including the President's letter, and the 2003 Annual Report on Form 10-K
include forward-looking statements about the Company's business, competition,
sales, expenditures, environmental regulatory compliance, foreign operations,
progress and effect of the government investigation, 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 government investigation: Based on information currently
known to management, the Company has recorded an estimate of the costs
related to the government investigation of its CMM division. However, no
assurances can be made that charges recorded for this matter reflect the
actual costs that will ultimately be incurred by the Company or that the
Company will not need to take additional charges.
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.
Risks Related to Foreign Operations: Approximately 30% of the Company's sales
and 25% of 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 and the general movement of manufacturing to low cost foreign
countries. Accordingly, economic weakness in the industrial manufacturing
sector has and 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 tend to reduce unit sales
and/or adversely affect the Company's margins.
Page 12 of 14
Risks Related to Customer Concentration: Sales to the Company's three biggest
customers account for approximately 25% of revenues. The loss or reduction in
orders by any of these customers, including reductions due to market, economic
or competitive conditions, could adversely affect business and results of
operations.
Risks Related to Insurance Coverage. The Company carries liability, property
damage, workers' compensation, medical, and other insurance coverages that
management considers adequate for the protection of its assets and operations.
There can be no assurance, however, that the coverage limits of such policies
will be adequate to cover all claims and losses. Such uncovered claims and
losses could have a material adverse effect on the Company. The Company self-
insures for health benefits and retains risk in the form of deductibles and
sublimits. Depending on the risk, deductibles can be as high as 5% of the loss
or $500,000.
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 September
2003 and June 2003, 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 September 27, 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 $23.5 million and debt of
$5.8 million at September 27, 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 $35,000.
Item 4. CONTROLS AND PROCEDURES
The Company's management, under the supervision and with the participation
of the Company's President and Chief Executive Officer and Chief Financial
Officer, have evaluated the Company's disclosure controls and procedures as
of September 27, 2003, and they have concluded that these controls and
procedures are effective. There have been no significant changes in internal
control over financial reporting that have materially affected, or are
reasonably likely to materially affect, the Company's internal control over
financial reporting. In August, 2003, as reported in the Company's Annual
Report on Form 10-K for fiscal 2003, the Company's management and its
outside auditors reported to the Audit Committee one reportable condition
related to computer file access and the Company has corrected the condition.
Page 13 of 14
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders.
(a) The annual meeting of shareholders was held on September 17, 2003.
(c) 1. The following directors were elected at the annual meeting:
Abstentions
Votes Votes and Broker
For Withheld Non-votes
A shares voting as separate class:
William S. Hurley 4,676,534 177,634 N/A
A and B shares voting together:
Douglas A. Starrett 14,812,625 837,943 N/A
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
10g Amendment dated October 20, 2003 to the Company's 401(k)
Savings Plan, filed herewith.
31a Certification of Chief Executive Officer Pursuant to Rule
13a-14(a), filed herewith.
31b Certification of Chief Financial Officer Pursuant to Rule
13a-14(a), filed herewith.
32 Certification of Chief Executive Officer and Chief Financial
Officer Pursuant to Rule 13a-14(b) and Section 906 of the
Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section
1350, Chapter 63 of Title 18, United States Code), filed
herewith.
(b) Reports on form 8-K
The following reports on Form 8-K were filed with or furnished to
the SEC in the quarter covered by this report:
1. The Company furnished a report on Form 8-K on August 15, 2003
announcing it had mailed its Annual Report to shareholders,
which report contained the Company's financial results for the
fiscal year ended June 28, 2003.
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 7, 2003 S/R.U.WELLINGTON, JR.
R. U. Wellington, Jr. (Vice President,
Treasurer and Chief Financial Officer)
Date November 7, 2003 S/S.G.THOMSON
S. G. Thomson (Chief Accounting Officer)
Page 14 of 14
EXHIBIT 31.a
CERTIFICATIONS
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 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 report;
3. Based on my knowledge, the financial statements, and other financial
information included in this 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 report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision, 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 report is being
prepared;
(b) [Intentionally Omitted]
(c) Evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of
the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant's internal control
over financial reporting that occurred during the registrant's most recent
fiscal quarter that has materially affected, or is reasonably likely to
materially affect, the registrant's internal control over financial report;
and
5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to
the registrant's auditors and the audit committee of the registrant's board
of directors;
(a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant's ability to record, process,
summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal control
over financial reporting.
Date: November 7, 2003 /s/ Douglas A. Starrett
Douglas A. Starrett
Chief Executive Officer
EXHIBIT 31.b
CERTIFICATIONS
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 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 report;
3. Based on my knowledge, the financial statements, and other financial
information included in this 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 report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision, 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 report is being
prepared;
(b) [Intentionally Omitted]
(c) Evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of
the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant's internal control
over financial reporting that occurred during the registrant's most recent
fiscal quarter that has materially affected, or is reasonably likely to
materially affect, the registrant's internal control over financial report;
and
5. The registrant's other certifying officer(s) and I have disclosed, based
on our most recent evaluation of internal control over financial reporting,
to the registrant's auditors and the audit committee of the registrant's
board of directors;
(a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant's ability to record, process,
summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal control
over financial reporting.
Date: November 7, 2003 /s/ Roger U. Wellington, Jr.
Roger U. Wellington, Jr.
Chief Financial Officer
Exhibit 32
Certification
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Subsections (a)
and (b) of Section 1350, Chapter 63 of Title 18, United States Code)
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a)
and (b) of Section 1350, Chapter 63 of Title 18, United States Code), each
of the undersigned officers of The L.S. Starrett Company, a Massachusetts
corporation (the "Company"), does hereby certify, to such officer's
knowledge, that:
The Quarterly Report on Form 10-Q for the quarter ended September 27, 2003
(the "Form 10-Q") of the Company fully complies with the requirements of
Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and
information contained in the Form 10-Q fairly presents, in all material
respects, the financial condition and results of operations of the Company.
Date: November 7, 2003 /s/ Douglas A. Starrett
------------------------------
Douglas A. Starrett
Chief Executive Officer
Date: November 7, 2003 /s/ Roger U. Wellington, Jr.
------------------------------
Roger U. Wellington, Jr.
Chief Financial Officer
The foregoing certification is being furnished solely pursuant to Section
906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section
1350, Chapter 63 of Title 18, United States Code) and is not being filed
as part of the Form 10-Q or as a separate disclosure document.
A signed original of this written statement required by Section 906 has been
provided to The L.S. Starrett Company and will be retained by The L.S.
Starrett Company and furnished to the Securities and Exchange Commission or
its staff upon request.