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
Commission File Number 1-7284
Missouri | 43-0168840 | ||
(State or other jurisdiction of | (I.R.S. Employer | ||
incorporation or organization) | Identification No.) |
5711 R.S.
Boreham, Jr Street, Fort Smith, Arkansas 72901
(Address of principal
executive offices) (Zip Code)
(479)
646-4711
(Registrant's Telephone Number,
including Area Code)
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 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 Exchange Act Rule 12b-2). Yes [X] No [ ]
At April 26, 2003, there were 32,696,458 shares of the registrants common stock outstanding.
Baldor Electric Company and Affiliates | |||
---|---|---|---|
Index | |||
Part 1. | Financial Information | ||
Item 1. | Financial Statements (Unaudited) | ||
Condensed consolidated balance sheets-March 29, 2003 and December 28, 2002 | |||
Condensed consolidated statements of earnings-Three months ended | |||
March 29, 2003 and March 30, 2002 | |||
Condensed consolidated statements of cash flows-Three months ended | |||
March 29, 2003 and March 30, 2002 | |||
Notes to condensed consolidated financial statements-March 29, 2003 | |||
Item 2. | Management's Discussion and Analysis of Financial Condition and Results of Operations | ||
Item 3. | Quantitative and Qualitative Disclosures about Market Risk | ||
Item 4. | Controls and Procedures | ||
Part 2. | Other Information | ||
Item 6. | Exhibits and Reports on Form 8-K | ||
PART 1. FINANCIAL INFORMATION
March 29 2003 |
December 28 2002 | ||||||
---|---|---|---|---|---|---|---|
(Dollars in thousands, except per share data) | |||||||
Assets | |||||||
Current Assets: | Cash and cash equivalents | $ 13,640 | $ 24,515 | ||||
Marketable securities | 15,620 | 27,155 | |||||
Receivables, less allowances for doubtful accounts of $4,145 in 2003 and $4,031 in 2002 | 88,157 | 83,630 | |||||
Inventories: | |||||||
Finished products | 79,251 | 78,044 | |||||
Work in process | 10,545 | 9,927 | |||||
Raw materials | 51,215 | 50,237 | |||||
141,011 | 138,208 | ||||||
LIFO valuation adjustment | (25,074 | ) | (25,068 | ) | |||
115,937 | 113,140 | ||||||
Other current assets and deferred income taxes | 19,829 | 24,264 | |||||
Total Current Assets | 253,183 | 272,704 | |||||
Property, Plant and Equipment: |
Land and improvements | 6,282 | 6,282 | ||||
Buildings and improvements | 56,597 | 56,350 | |||||
Machinery and equipment | 276,796 | 274,314 | |||||
Allowances for depreciation and amortization | (204,433 | ) | (200,279 | ) | |||
Net Property, Plant and Equipment | 135,242 | 136,667 | |||||
Goodwill | 57,158 | 57,158 | |||||
Other Assets | 10,297 | 6,232 | |||||
Total Assets | $ 455,880 | $ 472,761 | |||||
Liabilities and Shareholders' Equity | |||||||
Current | |||||||
Liabilities: | Accounts payable | $ 30,676 | $ 25,289 | ||||
Employee compensation | 9,643 | 7,526 | |||||
Profit sharing | 1,352 | 5,279 | |||||
Accrued warranty costs | 6,714 | 6,625 | |||||
Accrued insurance obligations | 12,488 | 13,794 | |||||
Other accrued expenses | 13,122 | 12,274 | |||||
Income taxes payable | 5,148 | 1,004 | |||||
Current maturities of long-term obligations | 1,890 | 1,890 | |||||
Total Current Liabilities | 81,033 | 73,681 | |||||
Long-Term Obligations | 105,564 | 105,285 | |||||
Deferred Income Taxes | 18,718 | 19,197 | |||||
Shareholders' Equity: | Preferred stock, $.10 par value | ||||||
Authorized shares: 5,000,000 | |||||||
Issued and outstanding shares: None | |||||||
Common stock, $.10 par value | |||||||
Authorized shares: 150,000,000 | |||||||
Issued shares: (39,674,976 and 39,693,091, respectively) | 3,975 | 3,969 | |||||
Additional capital | 49,341 | 48,657 | |||||
Retained earnings | 333,334 | 331,373 | |||||
Accumulated other comprehensive loss | (4,574 | ) | (4,880 | ) | |||
Treasury stock (7,067,895 and 5,553,633 shares, respectively), at cost | (131,511 | ) | (104,521 | ) | |||
Total Shareholders' Equity | 250,565 | 274,598 | |||||
Total Liabilities and Shareholders' Equity | $ 455,880 | $ 472,761 | |||||
See notes to unaudited condensed consolidated financial statements.
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Three Months Ended |
|||||||
---|---|---|---|---|---|---|---|
(Dollars in thousands, except per share data) | March 29 2003 |
March 30 2002 | |||||
Net sales | $ 137,389 | $ 133,510 | |||||
Other income, net | 452 | 145 | |||||
137,841 | 133,655 | ||||||
Cost and expenses: | |||||||
Cost of goods sold | 99,877 | 96,354 | |||||
Selling and administrative | 25,985 | 26,580 | |||||
Profit sharing | 1,352 | 1,245 | |||||
Interest | 823 | 860 | |||||
128,037 | 125,039 | ||||||
Earnings before income taxes | 9,804 | 8,616 | |||||
Income taxes | 3,639 | 3,189 | |||||
Net Earnings | $ 6,165 | $ 5,427 | |||||
Net earnings per share-basic | $ 0.18 | $ 0.16 | |||||
Net earnings per share-diluted | $ 0.18 | $ 0.16 | |||||
Weighted average shares outstanding-basic | 33,428,498 | 33,950,268 | |||||
Weighted average shares outstanding-diluted | 33,881,943 | 34,556,770 | |||||
Dividends declared and paid per common share | $ 0.13 | $ 0.13 | |||||
See notes to unaudited condensed consolidated financial statements.
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Three Months Ended | ||||||
---|---|---|---|---|---|---|
March 29 2003 |
March 30 2002 |
|||||
(In thousands): | ||||||
Operating activities: | ||||||
Net earnings | $ 6,165 | $ 5,427 | ||||
Adjustments to reconcile net earnings to net cash | ||||||
from operating activities: | ||||||
Gains on sales of marketable securities | (195 | ) | (111 | ) | ||
Depreciation | 4,149 | 4,500 | ||||
Amortization | 383 | 353 | ||||
Deferred income taxes | (481 | ) | 1,413 | |||
Changes in operating assets and liabilities: | ||||||
Receivables | (4,527 | ) | (7,248 | ) | ||
Inventories | (2,797 | ) | 2,650 | |||
Other current assets | 4,721 | 2,166 | ||||
Accounts payable | 5,387 | (2,557 | ) | |||
Accrued expenses and other liabilities | (2,179 | ) | (5,914 | ) | ||
Income taxes | 4,143 | 2,606 | ||||
Other, net | 1,320 | 1,789 | ||||
Net cash provided by operating activities | 16,089 | 5,074 | ||||
Investing activities: | ||||||
Additions to property, plant and equipment | (2,477 | ) | (1,923 | ) | ||
Marketable securities purchased | (6,577 | ) | (2,917 | ) | ||
Marketable securities sold | 18,190 | 1,746 | ||||
Acquisitions | (5,551 | ) | 0 | |||
Net cash provided by (used in) investing activities | 3,585 | (3,094 | ) | |||
Financing activities: | ||||||
Additional long-term obligations | 0 | 14,000 | ||||
Reduction of long-term obligations | 0 | (5,502 | ) | |||
Unexpended debt proceeds | (1 | ) | (1 | ) | ||
Dividends paid | (4,247 | ) | (4,415 | ) | ||
Common stock repurchased | (26,686 | ) | 0 | |||
Stock option plans | 385 | 567 | ||||
Net cash (used in) provided by financing activities | (30,549 | ) | 4,649 | |||
Net (decrease) increase in cash and cash equivalents | (10,875 | ) | 6,629 | |||
Beginning cash and cash equivalents | 24,515 | 5,564 | ||||
Ending cash and cash equivalents | $ 13,640 | $ 12,193 | ||||
See notes to unaudited condensed consolidated financial statements.
5
Baldor
Electric Company and Affiliates
Notes
to Unaudited Condensed Consolidated Financial Statements
March 29, 2003
Note A Significant Accounting Policies
Basis of Presentation: The unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements, and therefore should be read in conjunction with the Companys Annual Report on Form 10-K for the year ended December 28, 2002. In the opinion of management, all adjustments (consisting only of normal recurring items) considered necessary for a fair presentation have been included. The results of operations for the three months ended March 29, 2003 may not be indicative of the results that may be expected for the fiscal year ending January 3, 2004.
Comprehensive Income: Total comprehensive income was approximately $6.5 million and $6.8 million for the first quarter of 2003 and 2002, respectively. The components of comprehensive income are illustrated in the table below:
Three Months Ended | |||||
---|---|---|---|---|---|
Mar 29, 2003 | Mar 30, 2002 | ||||
(In thousands) | |||||
Net income | $ 6,165 | $ 5,427 | |||
Other comprehensive income, net of tax: | |||||
Unrealized gains on securities: | |||||
Unrealized holding gains arising during period | 49 | 9 | |||
Less: reclassification adjustment for | |||||
gains included in net income | (123 | ) | (70 | ) | |
(74 | ) | (61 | ) | ||
Net change in current period hedging transactions | 240 | 1,787 | |||
Foreign currency translation adjustment | 140 | (306 | ) | ||
Other comprehensive income, net of tax | 306 | 1,420 | |||
Total comprehensive income | $ 6,471 | $ 6,847 | |||
Segment Reporting: The Company has only one reportable segment; therefore, the condensed consolidated financial statements reflect segment information.
Financial Derivatives: The Company recognizes all derivatives on the balance sheet at fair value. Derivatives that are not hedges are adjusted to fair value through earnings. If the derivative is a cash flow hedge, changes in the fair value are recognized in other comprehensive income (loss) until the hedged item is recognized in earnings. If a hedge transaction is terminated, any unrealized gain (loss) at the date of termination is carried in other comprehensive income (loss) until the hedged item is recognized as earnings. The ineffective portion of a derivatives change in fair value is recognized in earnings in the period of change.
The Company uses derivatives to moderate the commodity market risks of its business operations. Derivative products, such as futures and option contracts, are considered to be a hedge against changes in the amount of future cash flows related to commodities procurement.
6
Net gains (losses) recognized in earnings, related to cash flow hedges, in the first quarter 2003 and 2002 amounted to $82,300 and ($351,600), respectively.
At March 29, 2003, and December 28, 2002, the Company had derivative related balances with a fair value of approximately $293,000 and ($99,000), respectively, recorded in other current assets. The Company had corresponding net after-tax gains (losses) of approximately $179,000 and ($61,000) recorded in accumulated other comprehensive income (loss) at March 29, 2003, and December 28, 2002, respectively. The Company expects that net after-tax gains, totaling approximately $179,000 included in accumulated other comprehensive loss at March 29, 2003, related to cash flow hedges, will be recognized in cost of sales within the next twelve months. The Company generally does not hedge anticipated transactions beyond 18 months.
Stock-Based Compensation: The Company has certain stock-based employee compensation plans. In accounting for these plans, the Company applies the intrinsic value method permitted under SFAS No. 123, "Accounting for Stock-Based Compensation," as amended by SFAS No. 148, Accounting Principles Board (APB) Opinion No. 25, "Accounting for Stock Issued to Employees", and related Interpretations.
SFAS No. 123 requires pro forma disclosure of the effects on net income and earnings per share when applying the fair value method of valuing stock-based compensation. The following table sets forth the pro forma disclosure of net income and earnings per share using the Black-Scholes option pricing model. For purposes of this disclosure, the estimated fair value of the options is amortized over the applicable compensatory periods.
Three Months Ended |
||||||
---|---|---|---|---|---|---|
March 29 2003 |
March 30 2002 | |||||
(In thousands, except per share data) | ||||||
Net income, as reported | $ 6,165 | $ 5,427 | ||||
Less: Stock-based | ||||||
employee compensation | ||||||
expense determined | ||||||
under fair value method, net | ||||||
of tax effects | (37 | ) | (132 | ) | ||
Pro forma net income | $ 6,128 | $ 5,295 | ||||
Earnings per share: | Basic | Diluted | Basic | Diluted | |||||
Reported | $0.18 | $0.18 | $0.16 | $0.16 | |||||
Pro forma | $0.18 | $0.18 | $0.15 | $0.15 |
Product Warranties: The Company accrues for product warranty claims based on historical experience and the expected costs to provide warranty service. The changes in the carrying amount of product warranty reserves during the three-months ended March 29, 2003 is as follows (in thousands):
Balance at December 28, 2002 | Charges to Costs and Expenses | Deductions | Balance at March 29, 2003 | ||||||
---|---|---|---|---|---|---|---|---|---|
$6,625 | $862 | $(773 | ) | $6,714 |
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Note B Earnings Per Share
The following table sets forth the computation of basic and diluted earnings per share (EPS):
Three Months Ended |
|||||
---|---|---|---|---|---|
Mar 29 2003 |
Mar 30 2002 | ||||
(In thousands, except per share data) | |||||
Numerator Reconciliation: | |||||
Net earnings | $ 6,165 | $ 5,427 | |||
Denominator Reconciliation: | |||||
The denominator for basic EPS: | |||||
Weighted average shares | 33,428 | 33,950 | |||
Effect of dilutive securities: | |||||
Stock options | 454 | 6,074 | |||
The denominator for diluted EPS-adjusted | |||||
weighted average shares | 33,882 | 34,557 | |||
Basic earnings per share | $ 0.18 | $ 0.16 | |||
Diluted earnings per share | $ 0.18 | $ 0.16 | |||
Note C Credit Facilities
The Company has a loan agreement (the facility) with a bank, which provides the Company up to $70 million of borrowing capacity, which was renewed March 5, 2003. The facility is secured with Companys trade accounts receivable and matures March 13, 2005. Interest is calculated at a relevant commercial paper rate plus applicable margin. At March 29, 2003, the Company had outstanding borrowings on the facility amounting to $47 million at an interest rate of 1.27%.
Note D Acquisition
On February 13, 2003, the Company acquired all of the stock of Energy Dynamics, Inc. (EDI) for cash amounting to approximately $5.5 million. EDI is a designer, assembler, and marketer of industrial generator sets. The acquisition has been accounted for as a purchase and the amount of resulting goodwill has not yet been determined. EDIs results of operations for the quarter ended March 29, 2003 were not material to the Companys condensed consolidated financial statements. Accordingly, pro-forma information has not been presented. The Companys condensed consolidated financial statements include the results of operations and the assets and liabilities of EDI after February 12, 2003.
Note E Stock Repurchase
On February, 14, 2003, pursuant to the Companys stock repurchase plan, the Company repurchased 1.5 million shares of its common stock for cash in the amount of $26.7 million. As of March 29, 2003 the Company had repurchased 5.8 million of the 6.0 million shares authorized for repurchase.
8
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations
Net earnings for the first quarter of 2003 were $6.2 million or $0.18 per diluted share compared to $5.4 million or $0.16 per diluted share for the first quarter of 2002. Operating margin for the first quarter of 2003 amounted to 8.4% compared to 7.9% for the first quarter 2002. Increased sales and reduced freight and warranty costs contributed to the improvement in operating margin.
First quarter 2003 versus First quarter 2002
Sales of $137.4 million for the first quarter 2003 represented an increase of 2.9% from the same period last year. While overall demand remained weak, our success in obtaining new customers provided a modest increase from last year.
Cost of sales amounted to 72.7% of sales for the first quarter 2003 compared to 72.2% in first quarter 2002. Although we continued to make product and cost improvements, the mix of products sold during the quarter had an average material cost greater than that of the same period last year.
Selling and administrative expenses amounted to 18.9% of first quarter 2003 sales compared to 19.9% in first quarter 2002. The improvements resulted primarily from decreased freight and warranty costs.
Long-term debt was approximately $1.6 million lower during the first quarter 2003 as compared to first quarter 2002. The reduced debt levels combined with continued favorable borrowing rates resulted in a decrease in interest expense of $37,000 for the first quarter 2003 as compared to the first quarter 2002.
Liquidity and Capital Resources
For the three months ended March 29, 2003, net cash flows from operations amounted to $16.1 million. The Company utilized cash flows from operations along with a portion of cash and marketable securities held at year-end 2002 to fund property, plant and equipment additions, pay quarterly dividends to shareholders, fund the acquisition of Energy Dynamics, Inc., and repurchase 1.5 million shares of the Companys common stock.
At March 29, 2003, the Company had working capital of $172.2 million compared to $199.0 million at year-end 2002. The current ratio at March 29, 2003 was 3.1 to 1 compared to 3.7 to 1 at year-end 2002. The decreases in working capital and current ratio were primarily due to cash and marketable securities held at year-end to fund the repurchase of common stock during the first quarter.
9
Total long-term debt at March 29, 2003 was $105.6 million compared to $105.3 million at December 28, 2002. The Companys credit agreements contain various covenants. The Company was in compliance with these covenants at March 29, 2003.
The Company expects that its foreseeable cash needs for operations and capital expenditures will continue to be met through cash flows from operating activities and existing credit facilities.
Critical Accounting Policies
The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States, which require the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and revenues and expenses during the periods reported. Actual results could differ from those estimates. The Company believes the following are the critical accounting policies, which could have the most significant effect on the Companys reported results and require subjective or complex judgments by management.
Revenue Recognition: In accordance with Securities and Exchange Commission Staff Accounting Bulletin No. 101 "Revenue Recognition in Financial Statements," the Company recognizes revenue at the time product is shipped and title passes to the customer, the amount due from the customer is fixed and collectibility of the related receivable is reasonably assured.
Allowance for Doubtful Accounts: The Company records allowances for doubtful accounts based on customer-specific analysis, general matters such as current assessments of past due balances and economic conditions, and historical losses. Additional allowances for doubtful accounts may be required if there is deterioration in past due balances, if economic conditions are less favorable than the Company had anticipated or for customer-specific circumstances, such as financial difficulty.
Inventories: Inventories are valued at the lower of cost or market, with cost being determined principally by the last-in, first-out (LIFO) method, except for non-U.S. inventories, which are determined by the first-in, first-out (FIFO) method. The valuation of LIFO inventories is made at the end of each year based on inventory levels and costs at that time. The Company reviews the net realizable value of inventory on an on-going basis, with consideration given to deterioration, obsolescence and other factors. If actual market conditions differ from those projected by management, adjustments to inventory values may be required.
Self-Insurance Liabilities: The Companys self-insurance programs include primarily product liability, workers compensation and health. The Company self-insures from the first dollar of loss up to specified retention levels. Eligible losses in excess of self-insurance retention levels and up to stated limits of liability are covered by policies purchased from third-party insurers. The aggregate self-insurance liability is estimated using the Companys claim experience and risk exposure levels for the periods being valued. Adjustments to the self-insured liabilities may be required to reflect emerging claims experience and other factors.
10
Long-Lived Assets and Goodwill: The Company evaluates the recoverability of the carrying amount of long-lived assets whenever events indicate that the carrying amount of an asset may not be fully recoverable. The Company evaluates the recoverability of goodwill and other intangible assets with indefinite lives annually or more frequently if events indicate that an asset may be impaired. The Company uses judgment when applying the impairment rules to determine when an impairment test is necessary. The Company is required to make estimates of its future cash flows related to the assets subject to review. These estimates require assumptions about demand for the Companys products, future market conditions, technological developments, and future discount rates and growth rates.
Forward-looking Statements
This document contains statements that are forward-looking, ie, not historical facts. The forward-looking statements (generally identified by words or phrases indicating a projection or future expectation such as outlook, optimistic, trends, expect(s)", assuming, expectations, forecasted, estimates, expected) are based on the Companys current expectations and some of them are subject to risks and uncertainties. Accordingly, you are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those projected in the forward-looking statements as a result of various factors. The factors that might cause such differences include, among others, the following: (i) changes in economic conditions, (ii) developments of new initiatives by our competitors in the markets in which we compete, (iii) fluctuations in the costs of select raw materials, (iv) the success in increasing sales and maintaining or improving the operating margins of the Company, and (v) other factors including those identified in the Companys press releases and other filings made from time-to-time with the Securities and Exchange Commission. These statements should be read in conjunction with the Companys most recent annual report (as well as the Companys Form 10-K and other reports filed with the Securities and Exchange Commission) containing a discussion of the Companys business and of various factors that may affect it.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Market risks relating to the Companys operations result primarily from changes in commodity prices, interest rates, and foreign exchange rates. To maintain stable pricing for its customers, the Company enters into various hedging transactions as described below.
As a purchaser of certain commodities, primarily copper, aluminum, and steel, the Company periodically utilizes commodity futures and options for hedging purposes to reduce the effect of changing commodity prices and as a mechanism to procure materials. Generally, contract terms of a hedge instrument closely mirror those of the hedged item providing a high degree of risk reduction and correlation. Contracts meeting this risk reduction and correlation criteria are recorded using hedge accounting, as described in Note A to the unaudited condensed consolidated financial statements.
The Companys interest rate risk is related to its available-for-sale securities and long-term debt. Due to the short-term nature of the Companys securities portfolio, anticipated interest rate risk is not considered material. The Companys debt obligations include certain notes payable to banks bearing interest at a quarterly variable rate. The Company does not currently utilize derivatives for managing interest rate risk, but continues to monitor changes in market interest rates.
11
Although the Company has risk related to changes in foreign currency exchange rates, foreign affiliates comprise less than 10% of the Companys total assets. The Company does not anticipate the use of derivatives for managing foreign currency risk, but continues to monitor the effects of foreign currency exchange rates.
Item 4. Controls and Procedures
The Company has established and maintains disclosure controls and procedures to ensure that information required to be disclosed is gathered, analyzed and disclosed in its reports filed pursuant to the Securities and Exchange Act of 1934. The Companys principal executive officer and principal financial officer (the certifying officers) have concluded, based on their evaluation within 90 days of the filing of this report, that the Companys disclosure controls and procedures are effective. Their certifications pursuant to Exchange Act Rules 13a-14 and 15d-14 are included in the Certifications section of this report. In addition, there have been no significant changes in the Companys internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation.
PART 2. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
a. | Exhibit Number Description |
99 Certifications Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
b. | Reports filed on Form 8-K: |
None |
|
S I G N A T U R E S
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.
BALDOR ELECTRIC COMPANY (Registrant) | ||
Date: May 13, 2003 | By: /s/ Ronald E. Tucker | |
Ronald E. Tucker - Chief Financial Officer (on behalf of the Registrant and as Chief Financial Officer) |
12
I, John A. McFarland, certify that:
(1) | I have reviewed this quarterly report on Form 10-Q of Baldor Electric 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 in order 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 registrants 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 for which this quarterly report is being prepared; |
(b) | evaluated the effectiveness of the registrants disclosure controls 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 registrants other certifying officers and I have disclosed, based on our most recent evaluation, to the registrants auditors and the audit committee of the registrants 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 registrants ability to record, process, summarize, and report financial data and have identified for the registrants auditors any material weaknesses in internal controls; and |
13
(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 registrants 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. |
May 13, 2003
/s/ John A. McFarland
President
and Chief Executive Officer
14
I, Ronald E. Tucker, certify that:
(1) | I have reviewed this quarterly report on Form 10-Q of Baldor Electric 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 in order 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 registrants 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 for which this quarterly report is being prepared; |
(b) | evaluated the effectiveness of the registrants disclosure controls 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 registrants other certifying officers and I have disclosed, based on our most recent evaluation, to the registrants auditors and the audit committee of the registrants 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 registrants ability to record, process, summarize, and report financial data and have identified for the registrants auditors any material weaknesses in internal controls; and |
15
(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 registrants 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. |
May 13, 2003
/s/ Ronald E. Tucker
Chief
Financial Officer
16