March 26, 2021FALSE0000042888--12-31169,435,0682021Q1————00000428882020-12-262021-03-26xbrli:shares00000428882021-04-14iso4217:USD00000428882019-12-282020-03-27iso4217:USDxbrli:shares00000428882021-03-2600000428882020-12-2500000428882019-12-2700000428882020-03-270000042888us-gaap:CommonStockMember2020-12-250000042888us-gaap:AdditionalPaidInCapitalMember2020-12-250000042888us-gaap:RetainedEarningsMember2020-12-250000042888us-gaap:AccumulatedOtherComprehensiveIncomeMember2020-12-250000042888us-gaap:CommonStockMember2020-12-262021-03-260000042888us-gaap:AdditionalPaidInCapitalMember2020-12-262021-03-260000042888us-gaap:RetainedEarningsMember2020-12-262021-03-260000042888us-gaap:AccumulatedOtherComprehensiveIncomeMember2020-12-262021-03-260000042888us-gaap:CommonStockMember2021-03-260000042888us-gaap:AdditionalPaidInCapitalMember2021-03-260000042888us-gaap:RetainedEarningsMember2021-03-260000042888us-gaap:AccumulatedOtherComprehensiveIncomeMember2021-03-260000042888us-gaap:CommonStockMember2019-12-270000042888us-gaap:AdditionalPaidInCapitalMember2019-12-270000042888us-gaap:RetainedEarningsMember2019-12-270000042888us-gaap:AccumulatedOtherComprehensiveIncomeMember2019-12-270000042888us-gaap:CommonStockMember2019-12-282020-03-270000042888us-gaap:AdditionalPaidInCapitalMember2019-12-282020-03-270000042888us-gaap:RetainedEarningsMember2019-12-282020-03-270000042888us-gaap:AccumulatedOtherComprehensiveIncomeMember2019-12-282020-03-270000042888us-gaap:CommonStockMember2020-03-270000042888us-gaap:AdditionalPaidInCapitalMember2020-03-270000042888us-gaap:RetainedEarningsMember2020-03-270000042888us-gaap:AccumulatedOtherComprehensiveIncomeMember2020-03-27ggg:segment0000042888us-gaap:OperatingSegmentsMemberggg:IndustrialMember2020-12-262021-03-260000042888us-gaap:OperatingSegmentsMemberggg:IndustrialMember2019-12-282020-03-270000042888us-gaap:OperatingSegmentsMemberggg:ProcessMember2020-12-262021-03-260000042888us-gaap:OperatingSegmentsMemberggg:ProcessMember2019-12-282020-03-270000042888us-gaap:OperatingSegmentsMemberggg:ContractorMember2020-12-262021-03-260000042888us-gaap:OperatingSegmentsMemberggg:ContractorMember2019-12-282020-03-270000042888us-gaap:CorporateNonSegmentMember2020-12-262021-03-260000042888us-gaap:CorporateNonSegmentMember2019-12-282020-03-270000042888us-gaap:OperatingSegmentsMemberggg:IndustrialMember2021-03-260000042888us-gaap:OperatingSegmentsMemberggg:IndustrialMember2020-12-250000042888us-gaap:OperatingSegmentsMemberggg:ProcessMember2021-03-260000042888us-gaap:OperatingSegmentsMemberggg:ProcessMember2020-12-250000042888us-gaap:OperatingSegmentsMemberggg:ContractorMember2021-03-260000042888us-gaap:OperatingSegmentsMemberggg:ContractorMember2020-12-250000042888us-gaap:CorporateNonSegmentMember2021-03-260000042888us-gaap:CorporateNonSegmentMember2020-12-250000042888country:US2020-12-262021-03-260000042888country:US2019-12-282020-03-270000042888us-gaap:NonUsMember2020-12-262021-03-260000042888us-gaap:NonUsMember2019-12-282020-03-270000042888country:US2021-03-260000042888country:US2020-12-250000042888us-gaap:NonUsMember2021-03-260000042888us-gaap:NonUsMember2020-12-250000042888us-gaap:EmployeeStockOptionMember2020-12-262021-03-260000042888us-gaap:EmployeeStockOptionMember2019-12-282020-03-27xbrli:pure0000042888us-gaap:EmployeeStockMember2020-12-262021-03-260000042888us-gaap:EmployeeStockMember2019-12-282020-03-270000042888us-gaap:PensionPlansDefinedBenefitMember2020-12-262021-03-260000042888us-gaap:PensionPlansDefinedBenefitMember2019-12-282020-03-270000042888us-gaap:OtherPostretirementBenefitPlansDefinedBenefitMember2020-12-262021-03-260000042888us-gaap:OtherPostretirementBenefitPlansDefinedBenefitMember2019-12-282020-03-270000042888us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2020-12-250000042888us-gaap:AccumulatedTranslationAdjustmentMember2020-12-250000042888us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2020-12-262021-03-260000042888us-gaap:AccumulatedTranslationAdjustmentMember2020-12-262021-03-260000042888us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2021-03-260000042888us-gaap:AccumulatedTranslationAdjustmentMember2021-03-260000042888us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2019-12-270000042888us-gaap:AccumulatedTranslationAdjustmentMember2019-12-270000042888us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2019-12-282020-03-270000042888us-gaap:AccumulatedTranslationAdjustmentMember2019-12-282020-03-270000042888us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2020-03-270000042888us-gaap:AccumulatedTranslationAdjustmentMember2020-03-2700000428882020-09-2500000428882020-09-262020-12-250000042888us-gaap:CustomerRelationshipsMember2021-03-260000042888ggg:PatentsProprietaryTechnologyAndProductDocumentationMember2021-03-260000042888us-gaap:TrademarksAndTradeNamesMember2021-03-260000042888us-gaap:TradeNamesMember2021-03-260000042888us-gaap:CustomerRelationshipsMember2020-12-262021-03-260000042888ggg:PatentsProprietaryTechnologyAndProductDocumentationMember2020-12-262021-03-260000042888us-gaap:TrademarksAndTradeNamesMember2020-12-262021-03-260000042888us-gaap:TradeNamesMember2020-12-262021-03-260000042888us-gaap:CustomerRelationshipsMember2020-12-250000042888ggg:PatentsProprietaryTechnologyAndProductDocumentationMember2020-12-250000042888us-gaap:TrademarksAndTradeNamesMember2020-12-250000042888us-gaap:TradeNamesMember2020-12-250000042888us-gaap:CustomerRelationshipsMember2019-12-282020-12-250000042888ggg:PatentsProprietaryTechnologyAndProductDocumentationMember2019-12-282020-12-250000042888us-gaap:TrademarksAndTradeNamesMember2019-12-282020-12-250000042888us-gaap:TradeNamesMember2019-12-282020-12-2500000428882019-12-282020-12-250000042888ggg:IndustrialMember2020-12-250000042888ggg:ProcessMember2020-12-250000042888ggg:ContractorMember2020-12-250000042888ggg:IndustrialMember2020-12-262021-03-260000042888ggg:ProcessMember2020-12-262021-03-260000042888ggg:ContractorMember2020-12-262021-03-260000042888ggg:IndustrialMember2021-03-260000042888ggg:ProcessMember2021-03-260000042888ggg:ContractorMember2021-03-260000042888ggg:CommittedFacilityMember2021-03-260000042888ggg:CommittedFacilityMemberus-gaap:RevolvingCreditFacilityMember2021-03-260000042888us-gaap:LineOfCreditMemberggg:CommittedFacilityMembersrt:MinimumMemberus-gaap:RevolvingCreditFacilityMember2020-12-262021-03-260000042888us-gaap:LineOfCreditMemberggg:CommittedFacilityMembersrt:MaximumMemberus-gaap:RevolvingCreditFacilityMember2020-12-262021-03-260000042888us-gaap:LineOfCreditMemberus-gaap:FederalFundsEffectiveSwapRateMemberggg:CommittedFacilityMember2020-12-262021-03-260000042888us-gaap:LineOfCreditMemberggg:CommittedFacilityMemberus-gaap:LondonInterbankOfferedRateLIBORMember2020-12-262021-03-260000042888us-gaap:LineOfCreditMemberggg:CommittedFacilityMemberus-gaap:LondonInterbankOfferedRateLIBORMembersrt:MinimumMemberus-gaap:RevolvingCreditFacilityMember2020-12-262021-03-260000042888us-gaap:LineOfCreditMembersrt:MaximumMemberggg:CommittedFacilityMemberus-gaap:LondonInterbankOfferedRateLIBORMemberus-gaap:RevolvingCreditFacilityMember2020-12-262021-03-260000042888us-gaap:LineOfCreditMemberggg:CashFlowLeverageRatioNoAcquisitionMembersrt:MaximumMemberggg:CommittedFacilityMemberus-gaap:RevolvingCreditFacilityMember2020-12-262021-03-260000042888us-gaap:LineOfCreditMemberggg:CashFlowLeverageRatioNoAcquisitionMemberggg:CommittedFacilityMembersrt:MinimumMemberus-gaap:RevolvingCreditFacilityMember2020-12-262021-03-260000042888us-gaap:LineOfCreditMembersrt:MaximumMemberggg:CommittedFacilityMemberggg:CashFlowLeverageRatioWithAcquisitionsMemberus-gaap:RevolvingCreditFacilityMember2020-12-262021-03-260000042888us-gaap:LineOfCreditMemberggg:CommittedFacilityMemberggg:CashFlowLeverageRatioWithAcquisitionsMembersrt:MinimumMemberus-gaap:RevolvingCreditFacilityMember2020-12-262021-03-260000042888us-gaap:LineOfCreditMemberggg:InterestCoverageRatioNoAcquisitionsMembersrt:MaximumMemberggg:CommittedFacilityMemberus-gaap:RevolvingCreditFacilityMember2020-12-262021-03-260000042888us-gaap:LineOfCreditMemberggg:InterestCoverageRatioNoAcquisitionsMemberggg:CommittedFacilityMembersrt:MinimumMemberus-gaap:RevolvingCreditFacilityMember2020-12-262021-03-260000042888us-gaap:LineOfCreditMembersrt:MaximumMemberggg:CommittedFacilityMemberus-gaap:RevolvingCreditFacilityMemberggg:InterestCoverageRatioWithAcquisitionsMember2020-12-262021-03-260000042888us-gaap:LineOfCreditMemberggg:CommittedFacilityMembersrt:MinimumMemberus-gaap:RevolvingCreditFacilityMemberggg:InterestCoverageRatioWithAcquisitionsMember2020-12-262021-03-260000042888us-gaap:FairValueInputsLevel2Member2021-03-260000042888us-gaap:FairValueInputsLevel2Member2020-12-250000042888us-gaap:FairValueInputsLevel3Member2021-03-260000042888us-gaap:FairValueInputsLevel3Member2020-12-25
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
☒Quarterly Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934
For the quarterly period ended March 26, 2021
☐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: 001-09249
GRACO INC.
(Exact name of registrant as specified in its charter)
Minnesota
41-0285640
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification Number)
88 - 11th Avenue N.E.
Minneapolis,
Minnesota
55413
(Address of principal executive offices)
(Zip Code)
(612)
623-6000
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, par value $1.00 per share
GGG
The New York Stock Exchange
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes
☒
No
☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes
☒
No
☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer
☒
Accelerated filer
☐
Non-accelerated filer
☐
Smaller reporting company
☐
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes
☐
No
☒
169,435,068 shares of the Registrant’s Common Stock, $1.00 par value, were outstanding as of April 14, 2021.
The consolidated balance sheet of Graco Inc. and Subsidiaries (the “Company”) as of March 26, 2021 and the related statements of earnings, comprehensive income and shareholders' equity for the three months ended March 26, 2021 and March 27, 2020, and cash flows for the three months ended March 26, 2021 and March 27, 2020 have been prepared by the Company and have not been audited.
In the opinion of management, these consolidated financial statements reflect all adjustments (consisting of only normal recurring adjustments) necessary to present fairly the financial position of the Company as of March 26, 2021, and the results of operations and cash flows for all periods presented.
Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. Therefore, these statements should be read in conjunction with the financial statements and notes thereto included in the Company’s 2020 Annual Report on Form 10-K.
The results of operations for interim periods are not necessarily indicative of results that will be realized for the full fiscal year.
2.Segment Information
The Company has three reportable segments: Industrial, Process and Contractor. Sales and operating earnings by segment were as follows (in thousands):
The following table sets forth the computation of basic and diluted earnings per share (in thousands, except per share amounts):
Three Months Ended
March 26, 2021
March 27, 2020
Net earnings available to common shareholders
$
105,687
$
72,818
Weighted average shares outstanding for basic earnings per share
168,948
167,977
Dilutive effect of stock options computed using the treasury stock method and the average market price
4,900
4,665
Weighted average shares outstanding for diluted earnings per share
173,848
172,642
Basic earnings per share
$
0.63
$
0.43
Diluted earnings per share
$
0.61
$
0.42
Stock options to purchase 700,000 and 2,014,000 shares were not included in the March 26, 2021 and March 27, 2020 computations of diluted earnings per share, respectively, because they would have been anti-dilutive.
4.Share-Based Awards
Options on common shares granted and outstanding, as well as the weighted average exercise price, are shown below (in thousands, except exercise prices):
Option Shares
Weighted Average Exercise Price
Options Exercisable
Weighted Average Exercise Price
Outstanding, December 25, 2020
10,208
$
35.02
6,553
$
28.02
Granted
700
71.92
Exercised
(448)
21.91
Canceled
(4)
47.54
Outstanding, March 26, 2021
10,456
$
38.05
7,334
$
30.92
The Company recognized year-to-date share-based compensation of $6.6 million in 2021 and $6.3 million in 2020. As of March 26, 2021, there was $19.8 million of unrecognized compensation cost related to unvested options, expected to be recognized over a weighted average period of 2.2 years.
The fair value of each option grant is estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted average assumptions and results:
Three Months Ended
March 26, 2021
March 27, 2020
Expected life in years
7.5
7.5
Interest rate
0.9
%
1.5
%
Volatility
25.2
%
21.7
%
Dividend yield
1.0
%
1.2
%
Weighted average fair value per share
$
17.66
$
12.44
Under the Company’s Employee Stock Purchase Plan, the Company issued 310,000 shares in 2021 and 400,000 shares in 2020. The fair value of the employees’ purchase rights under this Plan was estimated on the date of grant. The benefit of the 15 percentdiscount from the lesser of the fair market value per common share on the first day and the last day of the plan year was added to the fair value of the employees’ purchase rights determined using the Black-Scholes option-pricing model with the following assumptions and results:
Three Months Ended
March 26, 2021
March 27, 2020
Expected life in years
1.0
1.0
Interest rate
0.1
%
1.5
%
Volatility
40.1
%
21.9
%
Dividend yield
1.1
%
1.4
%
Weighted average fair value per share
$
21.50
$
11.55
5.Retirement Benefits
The components of net periodic benefit cost for retirement benefit plans were as follows (in thousands):
Changes in components of accumulated other comprehensive income (loss), net of tax were (in thousands):
Pension and Postretirement Medical
Cumulative Translation Adjustment
Total
Three Months Ended March 26, 2021
Balance, December 25, 2020
$
(114,129)
$
(10,036)
$
(124,165)
Other comprehensive income (loss) before reclassifications
—
(10,470)
(10,470)
Reclassified to pension cost and deferred tax
2,636
—
2,636
Balance, March 26, 2021
$
(111,493)
$
(20,506)
$
(131,999)
Three Months Ended March 27, 2020
Balance, December 27, 2019
$
(113,721)
$
(56,066)
$
(169,787)
Other comprehensive income (loss) before reclassifications
—
(4,677)
(4,677)
Reclassified to pension cost and deferred tax
2,134
—
2,134
Balance, March 27, 2020
$
(111,587)
$
(60,743)
$
(172,330)
Amounts related to pension and postretirement medical adjustments are reclassified to non-service components of pension cost that are included within other non-operating expenses.
7.Receivables and Credit Losses
Accounts receivable includes trade receivables of $306 million and other receivables of $17 million as of March 26, 2021 and $302 million and $13 million, respectively, as of December 25, 2020.
Allowance for Credit Losses
Following is a summary of activity in the allowance for credit losses (in thousands):
Three Months Ended
March 26, 2021
December 25, 2020
Balance, beginning
$
3,745
$
4,025
Additions (reversals) charged to costs and expenses
158
309
Deductions from reserves (1)
(104)
(1,485)
Other additions (deductions) (2)
(75)
896
Balance, ending
$
3,724
$
3,745
(1) Represents amounts determined to be uncollectible and charged against reserves, net of collections on accounts previously charged against reserves.
(2) Includes amounts assumed or established in connection with acquisitions and effects of foreign currency translation.
Major components of inventories were as follows (in thousands):
March 26, 2021
December 25, 2020
Finished products and components
$
149,906
$
133,122
Products and components in various stages of completion
86,801
83,791
Raw materials and purchased components
136,969
129,319
Subtotal
373,676
346,232
Reduction to LIFO cost
(62,031)
(60,528)
Total
$
311,645
$
285,704
9.Intangible Assets
Components of other intangible assets were (dollars in thousands):
Finite Life
Indefinite Life
Customer Relationships
Patents and Proprietary Technology
Trademarks, Trade Names and Other
Trade Names
Total
As of March 26, 2021
Cost
$
186,073
$
25,364
$
900
$
61,920
$
274,257
Accumulated amortization
(97,426)
(13,603)
(338)
—
(111,367)
Foreign currency translation
(7,625)
(661)
—
(1,812)
(10,098)
Book value
$
81,022
$
11,100
$
562
$
60,108
$
152,792
Weighted average life in years
13
10
5
N/A
As of December 25, 2020
Cost
$
186,073
$
25,187
$
900
$
61,920
$
274,080
Accumulated amortization
(93,832)
(12,924)
(301)
—
(107,057)
Foreign currency translation
(6,004)
(538)
—
188
(6,354)
Book value
$
86,237
$
11,725
$
599
$
62,108
$
160,669
Weighted average life in years
13
10
5
N/A
Amortization of intangibles for the quarter was $4.3 million in 2021 and $4.1 million in 2020. Estimated annual amortization expense based on the current carrying amount of other intangible assets is as follows (in thousands):
2021 (Remainder)
2022
2023
2024
2025
Thereafter
Estimated Amortization Expense
$
12,679
$
16,796
$
15,920
$
14,245
$
13,796
$
19,248
Changes in the carrying amount of goodwill for each reportable segment were (in thousands):
Industrial
Process
Contractor
Total
Balance, December 25, 2020
$
186,536
$
141,513
$
19,554
$
347,603
Foreign currency translation
(4,727)
134
—
(4,593)
Balance, March 26, 2021
$
181,809
$
141,647
$
19,554
$
343,010
Subsequent to the end of the first quarter, the Company completed the acquisition of a business that is not material to the consolidated financial statements.
Components of other current liabilities were (in thousands):
March 26, 2021
December 25, 2020
Accrued self-insurance retentions
$
9,407
$
8,041
Accrued warranty and service liabilities
13,426
13,082
Accrued trade promotions
9,419
12,140
Payable for employee stock purchases
3,001
14,554
Customer advances and deferred revenue
45,200
41,689
Income taxes payable
6,926
8,564
Right of return refund liability
16,630
16,303
Operating lease liabilities, current
9,353
11,178
Other
35,291
31,709
Total
$
148,653
$
157,260
A liability is established for estimated future warranty and service claims that relate to current and prior period sales. The Company estimates warranty costs based on historical claim experience and other factors including evaluating specific product warranty issues. Following is a summary of activity in accrued warranty and service liabilities (in thousands):
Balance, December 25, 2020
$
13,082
Charged to expense
2,701
Margin on parts sales reversed
835
Reductions for claims settled
(3,192)
Balance, March 26, 2021
$
13,426
Deferred Revenue
Revenue is deferred when cash payments are received or due in advance of performance, including amounts which are refundable. This is also the case for services associated with certain product sales. The balance in the deferred revenue and customer advances was $45.2 million as of March 26, 2021 and $41.7 million as of December 25, 2020. Net sales for the year to date included $17.5 million in 2021 and $11.3 million in 2020 that related to deferred revenue as of the beginning of each period.
11.Debt
On March 25, 2021, the Company entered into an Amended and Restated Credit Agreement that amends, supersedes and restates in its entirety its prior Credit Agreement with U.S. Bank National Association, as administrative agent (the “Agent”) and a lender, and the other lenders that are parties thereto. The Amended and Restated Credit Agreement extends the maturity of the Company’s $500 million unsecured revolving credit facility from December 15, 2021 to March 25, 2026; includes a $250 million accordion feature; and provides mechanisms for two further one-year extensions of the maturity, subject to the consent of the extending banks.
Borrowings under the Amended and Restated Credit Agreement may be denominated in U.S. Dollars or certain other currencies. Outstanding loans in currencies other than U.S. Dollars cannot exceed $200 million in the aggregate. Loans denominated in U.S. Dollars may bear interest, at the Company’s option, at either a base rate or a LIBOR-based rate. Loans denominated in currencies other than U.S. Dollars will bear interest at a LIBOR-based rate. The base rate is an annual rate equal to a margin ranging from 0.00% to 0.75%, depending on the Company’s cash flow leverage ratio, plus the highest of (i) the rate of interest from time to time announced by the Agent as its prime rate, (ii) the federal funds effective rate plus 0.50%, or (iii) one-month LIBOR plus 1.50%. In general, LIBOR-based loans bear interest at a rate per annum equal to LIBOR, plus a margin ranging from 1.00% to 1.75%, depending on the Company’s cash flow leverage ratio.
In addition to paying interest on the outstanding loans, the Company is required to pay a facility fee on the unused amount of the loan commitments at a rate per annum ranging from 0.125% to 0.25%, depending on the Company’s cash flow leverage ratio.
The Amended and Restated Credit Agreement contains customary provisions for the replacement of the LIBOR-based rate as that rate is phased out in the lending market. The Amended and Restated Credit Agreement contains customary representations, warranties, covenants and events of default, including but not limited to covenants restricting the Company’s and its subsidiaries’ ability to (i) merge or consolidate with another entity, (ii) sell, transfer, lease or convey their assets, (iii) make any material change in the nature of the core business of the Company, (iv) make certain investments, or (v) incur secured indebtedness. The Credit Agreement also requires the Company to maintain a cash flow leverage ratio of not more than 3.50 to 1.00 (unless a significant acquisition has been consummated, in which case, not more than 4.00 to 1.00 during the four fiscal quarter period beginning with the quarter in which such acquisition occurs) and an interest coverage ratio of not less than 3.00 to 1.00 (unless a significant acquisition has been consummated, in which case, not less than 2.50 to 1.00 during the four fiscal quarter period beginning with the quarter in which such acquisition occurs). A change in control of the Company will constitute an event of default under the Credit Agreement.
12.Fair Value
Assets and liabilities measured at fair value on a recurring basis and fair value measurement level were as follows (in thousands):
Level
March 26, 2021
December 25, 2020
Assets
Cash surrender value of life insurance
2
$
21,238
$
19,887
Forward exchange contracts
2
164
16
Total assets at fair value
$
21,402
$
19,903
Liabilities
Contingent consideration
3
$
9,913
$
9,454
Deferred compensation
2
5,348
5,099
Total liabilities at fair value
$
15,261
$
14,553
Contracts insuring the lives of certain employees who are eligible to participate in certain non-qualified pension and deferred compensation plans are held in trust. Cash surrender value of the contracts is based on performance measurement funds that shadow the deferral investment allocations made by participants in certain deferred compensation plans. The deferred compensation liability balances are valued based on amounts allocated by participants to the underlying performance measurement funds.
Contingent consideration liability represents the estimated value (using a probability-weighted expected return approach) of future payments to be made to previous owners of certain acquired businesses based on future revenues.
Long-term notes payable with fixed interest rates had a carrying amount of $150 million and estimated fair value of $165 million and $170 million as of March 26, 2021 and December 25, 2020. The fair value of variable rate borrowings approximates carrying value. The Company uses significant other observable inputs to estimate fair value (level 2 of the fair value hierarchy) based on the present value of future cash flows and rates that would be available for issuance of debt with similar terms and remaining maturities.
The Company supplies technology and expertise for the management of fluids and coatings in both industrial and commercial applications. It designs, manufactures and markets systems and equipment to move, measure, control, dispense and spray fluid and coating materials. Management classifies the Company’s business into three reportable segments: Industrial, Process and Contractor. Key strategies include developing and marketing new products, leveraging products and technologies into additional, growing end-user markets, expanding distribution globally and completing strategic acquisitions that provide additional channel and technologies.
The ongoing COVID-19 pandemic and related governmental and business responses continue to have an impact on our operations, supply chains, distribution channels, and end-user customers. The timing and extent of the financial impact from the pandemic in our major geographies is still uncertain and we cannot predict the magnitude of the impact to the results of our operations or financial position. While we have been able to meet current demand in our businesses, our manufacturing and purchasing operations may experience supply chain disruptions that constrain our ability to meet future demand.
The following Management’s Discussion and Analysis reviews significant factors affecting the Company’s results of operations and financial condition. This discussion should be read in conjunction with the financial statements and the accompanying notes to the financial statements.
Consolidated Results
A summary of financial results follows (in millions except per share amounts):
Three Months Ended
March 26, 2021
March 27, 2020
% Change
Net Sales
$
454.1
$
373.6
22
%
Operating Earnings
128.3
89.8
43
%
Net Earnings
105.7
72.8
45
%
Net Earnings, adjusted (1)
101.6
65.0
56
%
Diluted Net Earnings per Common Share
$
0.61
$
0.42
45
%
Diluted Net Earnings per Common Share, adjusted (1)
$
0.58
$
0.38
53
%
(1) See below for a reconciliation of adjusted non-GAAP financial measures to GAAP.
Net sales increased by 22 percent with double-digit percentage growth in all regions and in the Industrial and Contractor segments. Favorable currency translation contributed 4 percentage points of sales growth.
Gross margin rates increased more than 1 percentage point compared to the first quarter last year. Changes in currency translation rates accounted for approximately half of the increase.
Operating expense leverage for the quarter remained strong. Total operating expenses increased 9 percent primarily due to increases in sales and earnings-based expenses.
Excluding the impact of excess tax benefits related to stock option exercises presents a more consistent basis for comparison of financial results. A calculation of the non-GAAP measurements of adjusted income taxes, effective income tax rates, net earnings and diluted earnings per share follows (in millions except per share amounts):
The following table presents an overview of components of net earnings as a percentage of net sales:
Three Months Ended
March 26, 2021
March 27, 2020
Net Sales
100.0
%
100.0
%
Cost of products sold
45.5
46.8
Gross Profit
54.5
53.2
Product development
4.3
4.6
Selling, marketing and distribution
13.8
15.4
General and administrative
8.2
9.2
Operating Earnings
28.2
24.0
Interest expense
0.5
0.6
Other expense, net
—
1.4
Earnings Before Income Taxes
27.7
22.0
Income taxes
4.4
2.5
Net Earnings
23.3
%
19.5
%
Net Sales
The following table presents net sales by geographic region (in millions):
Three Months Ended
March 26, 2021
March 27, 2020
Americas(1)
$
264.9
$
224.8
EMEA(2)
110.2
87.8
Asia Pacific
79.0
61.0
Consolidated
$
454.1
$
373.6
(1) North, South and Central America, including the United States
(2)Europe, Middle East and Africa
The following table presents the components of net sales change by geographic region:
Three Months
Volume and Price
Acquisitions
Currency
Total
Americas
17%
1%
0%
18%
EMEA
18%
(1)%
8%
25%
Asia Pacific
25%
(3)%
8%
30%
Consolidated
19%
(1)%
4%
22%
Gross Profit
Gross profit margin rate for the quarter increased by 1 percentage point from the comparable period last year. Favorable changes in currency translation rates, realized pricing and higher production volume were partially offset by unfavorable effects of product and channel mix.
Total operating expenses for the quarter increased $10 million (9 percentage points) mostly due to increases in sales and earnings-based expenses.
Other Expense
Other non-operating expenses decreased $5 million for the quarter mostly due to market valuation changes on investments held to fund certain retirement benefits liabilities.
Income Taxes
The effective income tax rate for the quarter was 16 percent, up 5 percentage points from the first quarter last year, primarily due to a decrease in excess tax benefits related to stock option exercises.
Segment Results
Certain measurements of segment operations compared to last year are summarized below:
Industrial Segment
The following table presents net sales and operating earnings as a percentage of sales for the Industrial segment
(dollars in millions):
Three Months Ended
March 26, 2021
March 27, 2020
Net Sales
Americas
$
80.0
$
74.4
EMEA
56.7
46.2
Asia Pacific
48.0
38.1
Total
$
184.7
$
158.7
Operating earnings as a percentage of net sales
35
%
32
%
The following table presents the components of net sales change by geographic region for the Industrial segment:
Three Months
Volume and Price
Acquisitions and Divestitures
Currency
Total
Americas
8%
0%
0%
8%
EMEA
14%
0%
9%
23%
Asia Pacific
19%
0%
7%
26%
Segment Total
12%
0%
4%
16%
Increased activity in worldwide manufacturing facilities contributed to Industrial segment sales growth in the first quarter. Changes in currency translation rates, lower product costs due to higher factory volumes and expense leverage drove the first quarter operating margin rate 3 percentage points higher than last year.
Process Segment
The following table presents net sales and operating earnings as a percentage of sales for the Process segment
The following table presents the components of net sales change by geographic region for the Process segment:
Three Months
Volume and Price
Acquisitions and Divestitures
Currency
Total
Americas
2%
1%
0%
3%
EMEA
(3)%
(7)%
4%
(6)%
Asia Pacific
38%
(15)%
7%
30%
Segment Total
7%
(3)%
2%
6%
The Process segment had strong organic sales growth in most applications for the quarter. Favorable changes in currency translation rates and the impact of divested operations combined to increase the first quarter operating margin rate.
Contractor Segment
The following table presents net sales and operating earnings as a percentage of sales for the Contractor segment
(dollars in millions):
Three Months Ended
March 26, 2021
March 27, 2020
Net Sales
Americas
$
128.1
$
95.3
EMEA
38.7
25.8
Asia Pacific
11.2
7.7
Total
$
178.0
$
128.8
Operating earnings as a percentage of net sales
27
%
22
%
The following table presents the components of net sales change by geographic region for the Contractor segment:
Three Months
Volume and Price
Acquisitions and Divestitures
Currency
Total
Americas
34%
0%
0%
34%
EMEA
38%
0%
12%
50%
Asia Pacific
36%
0%
10%
46%
Segment Total
35%
0%
3%
38%
Contractor segment sales increased double-digit percentages in all channels. Operating margin rates for this segment increased 5 percentage points driven by higher sales and favorable expense leverage, partially offset by unfavorable product and channel mix.
Net cash provided by operating activities totaled $102 million in the first quarter of 2021, up $47 million from the comparable period of 2020. The increase was driven by higher sales and net earnings. Increases in accounts receivable and inventories reflect growth in business activity in the first quarter of 2021. Significant uses of cash in 2021 included dividend payments of $32 million and property, plant and equipment additions of $21 million. Proceeds from shares issued in the first quarter of 2021 totaled $26 million. Although the Company did not repurchase any shares in the first quarter of 2021, it may make opportunistic purchases going forward.
At March 26, 2021, the Company had various lines of credit totaling $596 million, of which $566 million was unused. In addition to its lines of credit, under the terms of a master note agreement with a sole lender expiring in January 2023, the Company may issue up to $200 million of senior notes. Interest on the notes will be determined at the time of issuance, at a fixed or LIBOR-based floating rate at the option of the Company, provided that the maximum aggregate principal amount of notes bearing interest at a floating rate may not exceed $100 million. Fixed rate notes issued under the agreement will mature no longer than 12 years from date of issuance and variable rate notes will mature no longer than 10 years from date of issuance.
Significant uses of cash in 2020 included purchases of Company common stock totaling $82 million, which were partially offset by net proceeds from shares issued totaling $37 million. Other significant uses of cash in 2020 included dividend payments of $29 million and property, plant and equipment additions of $19 million.
Cash balances and unused financing sources are expected to provide the Company with the flexibility to meet its liquidity needs in 2021, including its capital expenditure plan, planned dividends, share repurchases, acquisitions and operating requirements.
Outlook
Demand for our products is solid across major end markets and product categories. Revenue and incoming order rates have improved for both the Industrial and Process segments, although the timing of projects can impact orders. Our outlook for the Contractor segment remains positive as favorable conditions continue in all regions. Uncertainty remains in both the supply chain and demand environment that may affect certain end markets and geographies for the remainder of the year.
The Company desires to take advantage of the “safe harbor” provisions regarding forward-looking statements of the Private Securities Litigation Reform Act of 1995 and is filing this Cautionary Statement in order to do so. From time to time various forms filed by our Company with the Securities and Exchange Commission, including our Form 10-K, Form 10-Qs and Form 8-Ks, and other disclosures, including our 2020 Overview report, press releases, earnings releases, analyst briefings, conference calls and other written documents or oral statements released by our Company, may contain forward-looking statements. Forward-looking statements generally use words such as “expect,” “foresee,” “anticipate,” “believe,” “project,” “should,” “estimate,” “will,” and similar expressions, and reflect our Company’s expectations concerning the future. All forecasts and projections are forward-looking statements. Forward-looking statements are based upon currently available information, but various risks and uncertainties may cause our Company’s actual results to differ materially from those expressed in these statements. The Company undertakes no obligation to update these statements in light of new information or future events.
Future results could differ materially from those expressed due to the impact of changes in various factors. These risk factors include, but are not limited to: the impact of the COVID-19 pandemic on our business; economic conditions in the United States and other major world economies; our Company’s growth strategies, which include making acquisitions, investing in new products, expanding geographically and targeting new industries; changes in currency translation rates; the ability to meet our customers’ needs and changes in product demand; supply interruptions or delays; security breaches; new entrants who copy our products or infringe on our intellectual property; risks incident to conducting business internationally; catastrophic events; changes in laws and regulations; compliance with anti-corruption and trade laws; changes in tax rates or the adoption of new tax legislation; the possibility of asset impairments if acquired businesses do not meet performance expectations; political instability; results of and costs associated with litigation, administrative proceedings and regulatory reviews incident to our business; our ability to attract, develop and retain qualified personnel; the possibility of decline in purchases from a few large customers of the Contractor segment, variations in activity in the construction, automotive, mining and oil and natural gas industries, and the impact of declines in interest rates, asset values and investment returns on pension costs and required pension contributions. Please refer to
Item 1A of our Annual Report on Form 10-K for fiscal year 2020 and Item 1A of this Form 10-Q for a more comprehensive discussion of these and other risk factors. These reports are available on the Company’s website at www.graco.com and the Securities and Exchange Commission’s website at www.sec.gov. Shareholders, potential investors and other readers are urged to consider these factors in evaluating forward-looking statements and are cautioned not to place undue reliance on such forward-looking statements.
Investors should realize that factors other than those identified above and in Item 1A might prove important to the Company’s future results. It is not possible for management to identify each and every factor that may have an impact on the Company’s operations in the future as new factors can develop from time to time.
Item 3.Quantitative and Qualitative Disclosures About Market Risk
There have been no material changes related to market risk from the disclosures made in the Company’s 2020 Annual Report on Form 10-K.
Item 4.Controls and Procedures
Evaluation of disclosure controls and procedures
As of the end of the fiscal quarter covered by this report, the Company carried out an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures. This evaluation was done under the supervision and with the participation of the Company’s President and Chief Executive Officer and the Chief Financial Officer and Treasurer. Based upon that evaluation, the Company's President and Chief Executive Officer and the Chief Financial Officer and Treasurer concluded that the Company’s disclosure controls and procedures are effective.
Changes in internal controls
During the quarter, there was no change in the Company’s internal control over financial reporting that has materially affected or is reasonably likely to materially affect the Company’s internal control over financial reporting.
PART IIOTHER INFORMATION
Item 1A.Risk Factors
There have been no material changes to the Company’s risk factors from those disclosed in the Company’s 2020 Annual Report on Form 10-K.
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds
Issuer Purchases of Equity Securities
On April 24, 2015, the Board of Directors authorized the Company to purchase up to 18,000,000 shares of its outstanding common stock, primarily through open-market transactions. There were approximately 3.3 million shares remaining under the authorization on December 7, 2018, when the board of Directors authorized the purchase of up to an additional 18 million shares. The authorizations are for an indefinite period of time or until terminated by the Board.
In addition to shares purchased under the Board authorizations, the Company purchases shares of common stock held by employees who wish to tender owned shares to satisfy the exercise price or tax due upon exercise of options or vesting of restricted stock.
Information on issuer purchases of equity securities follows:
Period
Total Number of Shares Purchased
Average Price Paid per Share
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs (at end of period)
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.
