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 June 28, 2008
OR
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Commission File Number 01-07284
Baldor Electric Company
Exact name of registrant as specified in its charter
|
|
|
Missouri
|
|
43-0168840
|
State or other jurisdiction
of incorporation
|
|
IRS Employer
Identification No
|
|
|
|
5711 R. S. Boreham, Jr. St
Fort Smith, Arkansas
|
|
72901
|
Address of principal executive offices
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|
Zip Code
|
479-646-4711
Registrants telephone number, including area code
N/A
Former name, former address and former fiscal year, if changed since last report
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes
x
No
¨
Indicate by check mark whether the registrant is
a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act).
|
|
|
|
|
|
|
Large accelerated filer
|
|
x
|
|
Accelerated filer
|
|
¨
|
|
|
|
|
Non-accelerated filer
|
|
¨
|
|
Smaller reporting company
|
|
¨
|
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act). Yes
¨
No
x
At June 28, 2008, there were 46,209,655 shares of the registrants common stock outstanding.
Baldor Electric Company
Index
Forward-looking Statements
This quarterly report, the documents incorporated by reference into this quarterly report, and other written reports and oral statements made time to time by Baldor and its representatives may contain statements that are forward-looking.
The forward-looking statements (generally identified by words or phrases indicating a projection or future expectation such as estimate, believe, will, intend, expect, may,
could, future, susceptible, unforeseen, anticipate, would, subject to, depend, uncertainties, predict, can,
expectations, if, unpredictable, unknown, pending, assumes, continued, ongoing, assumption, or any grammatical forms of these words or other
similar words) are based on our current expectations and 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, including those described under Risk Factors in Part II, Item 1A of this report and Part I,
Item 1A of our most recent Form 10-K filed with the SEC.
3
PART I FINANCIAL INFORMATION
Item 1.
|
Financial Statements (unaudited)
|
Baldor Electric Company
Condensed Consolidated Balance Sheets
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands, except share amounts)
|
|
|
|
|
|
|
|
|
|
Jun 28, 2008
|
|
|
Dec 29, 2007
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current Assets
|
|
Cash and cash equivalents
|
|
|
|
|
|
|
|
$
|
26,622
|
|
|
$
|
37,757
|
|
|
|
Accounts receivable, less allowance for doubtful accounts of $4,115 at June 28, 2008 and $4,126 at December 29,
2007
|
|
|
325,340
|
|
|
|
281,729
|
|
|
|
Inventories:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Finished products
|
|
|
|
|
|
|
|
|
170,746
|
|
|
|
155,769
|
|
|
|
Work in process
|
|
|
|
|
|
|
|
|
61,761
|
|
|
|
51,642
|
|
|
|
Raw materials
|
|
|
|
|
|
|
|
|
147,937
|
|
|
|
146,582
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
380,444
|
|
|
|
353,993
|
|
|
|
LIFO valuation adjustment
|
|
|
(55,558
|
)
|
|
|
(44,072
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
324,886
|
|
|
|
309,921
|
|
|
|
Prepaid expenses
|
|
|
|
|
|
|
|
|
4,261
|
|
|
|
5,742
|
|
|
|
Other current assets
|
|
|
|
|
|
|
|
|
58,089
|
|
|
|
59,847
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Current Assets
|
|
|
|
|
|
|
|
|
739,198
|
|
|
|
694,996
|
|
Property, Plant and Equipment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Land and improvements
|
|
|
|
|
|
|
|
|
16,751
|
|
|
|
17,290
|
|
|
|
Buildings and improvements
|
|
|
134,107
|
|
|
|
122,570
|
|
|
|
Machinery and equipment
|
|
|
|
|
|
|
|
|
565,488
|
|
|
|
568,421
|
|
|
|
Allowances for depreciation and amortization
|
|
|
(335,268
|
)
|
|
|
(311,733
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Property, Plant and Equipment
|
|
|
|
|
381,078
|
|
|
|
396,548
|
|
Other Assets
|
|
Goodwill
|
|
|
|
|
|
|
|
|
1,031,972
|
|
|
|
1,023,639
|
|
|
|
Intangible assets, net of amortization
|
|
|
659,661
|
|
|
|
667,403
|
|
|
|
Other
|
|
|
|
|
|
|
|
|
32,200
|
|
|
|
39,040
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Assets
|
|
|
|
|
|
|
|
$
|
2,844,109
|
|
|
$
|
2,821,626
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND SHAREHOLDERS EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current Liabilities
|
|
Accounts payable
|
|
|
|
|
|
|
|
$
|
115,225
|
|
|
$
|
77,831
|
|
|
|
Employee compensation
|
|
|
|
|
|
|
|
|
18,858
|
|
|
|
15,205
|
|
|
|
Accrued profit sharing
|
|
|
|
|
|
|
|
|
10,256
|
|
|
|
17,311
|
|
|
|
Accrued warranty costs
|
|
|
|
|
|
|
|
|
8,388
|
|
|
|
9,216
|
|
|
|
Accrued insurance obligations
|
|
|
11,083
|
|
|
|
11,285
|
|
|
|
Accrued interest expense
|
|
|
|
|
|
|
|
|
22,083
|
|
|
|
27,729
|
|
|
|
Other accrued expenses
|
|
|
|
|
|
|
|
|
64,763
|
|
|
|
61,595
|
|
|
|
Dividends payable
|
|
|
|
|
|
|
|
|
7,849
|
|
|
|
7,809
|
|
|
|
Income taxes payable
|
|
|
|
|
|
|
|
|
22,270
|
|
|
|
6,089
|
|
|
|
Note payable
|
|
|
|
|
|
|
|
|
4,377
|
|
|
|
12,321
|
|
|
|
Current maturities of long-term obligations
|
|
|
7,400
|
|
|
|
8,120
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Current Liabilities
|
|
|
|
|
|
|
|
|
292,552
|
|
|
|
254,511
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term obligations
|
|
|
|
|
|
|
|
|
|
|
1,304,879
|
|
|
|
1,355,905
|
|
Other liabilities
|
|
|
|
|
|
|
|
|
|
|
68,678
|
|
|
|
70,353
|
|
Deferred income taxes
|
|
|
|
|
|
|
|
|
|
|
312,006
|
|
|
|
330,088
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jun 28, 2008
|
|
Dec 29, 2007
|
|
|
|
|
|
|
Shareholders Equity
|
|
Preferred stock, $0.10 par value
|
|
|
|
|
|
|
|
|
|
|
|
|
Authorized shares:
|
|
5,000,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issued and outstanding shares:
|
|
None
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock, $0.10 par value
|
|
|
|
|
|
|
|
|
|
|
Authorized shares:
|
|
150,000,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issued shares:
|
|
|
|
55,340,155
|
|
55,137,057
|
|
|
5,533
|
|
|
|
5,513
|
|
|
|
Outstanding shares:
|
|
|
|
46,209,655
|
|
45,941,417
|
|
|
|
|
|
|
|
|
|
|
Additional paid-in capital
|
|
|
|
|
|
|
|
|
541,939
|
|
|
|
532,603
|
|
|
|
Retained earnings
|
|
|
|
|
|
|
|
|
505,642
|
|
|
|
466,299
|
|
|
|
Accumulated other comprehensive income (loss)
|
|
|
5,672
|
|
|
|
(27
|
)
|
|
|
Treasury stock, at cost:
|
|
|
|
9,130,500
|
|
9,195,640
|
|
|
(192,792
|
)
|
|
|
(193,619
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Shareholders Equity
|
|
|
865,994
|
|
|
|
810,769
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Liabilities and Shareholders Equity
|
|
$
|
2,844,109
|
|
|
$
|
2,821,626
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See notes to unaudited condensed consolidated financial statements.
4
Baldor Electric Company
Condensed Consolidated Statements of Income
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
Six Months Ended
|
|
(in thousands, except per share amounts)
|
|
Jun 28, 2008
|
|
|
Jun 30, 2007
|
|
|
Jun 28, 2008
|
|
|
Jun 30, 2007
|
|
Net sales
|
|
$
|
503,973
|
|
|
$
|
491,615
|
|
|
$
|
974,499
|
|
|
$
|
887,309
|
|
Cost of goods sold
|
|
|
351,127
|
|
|
|
341,531
|
|
|
|
677,929
|
|
|
|
623,663
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
152,846
|
|
|
|
150,084
|
|
|
|
296,570
|
|
|
|
263,646
|
|
Selling and administrative expenses
|
|
|
83,920
|
|
|
|
81,081
|
|
|
|
160,992
|
|
|
|
142,403
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating profit
|
|
|
68,926
|
|
|
|
69,003
|
|
|
|
135,578
|
|
|
|
121,243
|
|
Other income, net
|
|
|
1,603
|
|
|
|
773
|
|
|
|
1,604
|
|
|
|
1,670
|
|
Interest expense
|
|
|
(24,630
|
)
|
|
|
(30,385
|
)
|
|
|
(51,222
|
)
|
|
|
(50,913
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes
|
|
|
45,899
|
|
|
|
39,391
|
|
|
|
85,960
|
|
|
|
72,000
|
|
Provision for income taxes
|
|
|
16,527
|
|
|
|
14,179
|
|
|
|
30,949
|
|
|
|
25,920
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
29,372
|
|
|
$
|
25,212
|
|
|
$
|
55,011
|
|
|
$
|
46,080
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings per common share basic
|
|
$
|
0.64
|
|
|
$
|
0.55
|
|
|
$
|
1.19
|
|
|
$
|
1.06
|
|
Net earnings per common share diluted
|
|
$
|
0.63
|
|
|
$
|
0.54
|
|
|
$
|
1.19
|
|
|
$
|
1.04
|
|
|
|
|
|
|
Weighted-average shares outstanding basic
|
|
|
46,152
|
|
|
|
45,811
|
|
|
|
46,073
|
|
|
|
43,452
|
|
Weighted-average shares outstanding diluted
|
|
|
46,453
|
|
|
|
46,566
|
|
|
|
46,241
|
|
|
|
44,110
|
|
|
|
|
|
|
Dividends declared per common share
|
|
$
|
0.17
|
|
|
$
|
0.17
|
|
|
$
|
0.34
|
|
|
$
|
0.34
|
|
See notes to unaudited condensed consolidated financial statements.
Baldor Electric Company
Condensed Consolidated Statement of Shareholders Equity
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands, except per share amounts)
|
|
|
|
|
|
Additional
Paid-in
|
|
Retained
|
|
|
Accumulated
Other
Comprehensive
|
|
|
Treasury
Stock, at
|
|
|
|
|
|
|
Common Stock
|
|
|
|
|
|
|
|
Shares
|
|
Amount
|
|
Capital
|
|
Earnings
|
|
|
Income (Loss)
|
|
|
cost
|
|
|
Total
|
|
BALANCE AT DECEMBER 29, 2007
|
|
55,137
|
|
$
|
5,513
|
|
$
|
532,603
|
|
$
|
466,299
|
|
|
$
|
(27
|
)
|
|
$
|
(193,619
|
)
|
|
$
|
810,769
|
|
Comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
|
|
|
|
|
|
|
|
|
55,011
|
|
|
|
|
|
|
|
|
|
|
|
55,011
|
|
Other comprehensive income (loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Currency translation adjustments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,066
|
|
|
|
|
|
|
|
1,066
|
|
Derivative unrealized gain adjustment net of income taxes of $2,962)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,633
|
|
|
|
|
|
|
|
4,633
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,699
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
60,710
|
|
Stock option plans (including 53 shares exchanged and $827 income tax benefit)
|
|
203
|
|
|
20
|
|
|
8,544
|
|
|
|
|
|
|
|
|
|
|
(1,665
|
)
|
|
|
6,899
|
|
Cash dividends at $0.34 per share
|
|
|
|
|
|
|
|
|
|
|
(15,668
|
)
|
|
|
|
|
|
|
|
|
|
|
(15,668
|
)
|
Treasury stock issued
|
|
|
|
|
|
|
|
792
|
|
|
|
|
|
|
|
|
|
|
2,492
|
|
|
|
3,284
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BALANCE AT JUNE 28, 2008
|
|
55,340
|
|
$
|
5,533
|
|
$
|
541,939
|
|
$
|
505,642
|
|
|
$
|
5,672
|
|
|
$
|
(192,792
|
)
|
|
$
|
865,994
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See notes to unaudited condensed consolidated financial statements.
5
Baldor Electric Company
Condensed Consolidated Statements of Cash Flows
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended
|
|
(in thousands)
|
|
Jun 28, 2008
|
|
|
Jun 30, 2007
|
|
Operating activities:
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
55,011
|
|
|
$
|
46,080
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
|
|
Gains on sales of marketable securities
|
|
|
|
|
|
|
(32
|
)
|
Losses (gains) on sales of assets
|
|
|
945
|
|
|
|
(62
|
)
|
Depreciation
|
|
|
27,886
|
|
|
|
24,353
|
|
Amortization
|
|
|
11,077
|
|
|
|
10,342
|
|
Allowance for doubtful accounts receivable
|
|
|
(11
|
)
|
|
|
2
|
|
Deferred income tax benefit
|
|
|
(17,297
|
)
|
|
|
(13,144
|
)
|
Share-based compensation expense
|
|
|
4,005
|
|
|
|
2,136
|
|
Cash provided by (used in) changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
Receivables
|
|
|
(43,600
|
)
|
|
|
(27,480
|
)
|
Inventories
|
|
|
(14,574
|
)
|
|
|
(13,227
|
)
|
Other current assets
|
|
|
7,159
|
|
|
|
6,954
|
|
Accounts payable
|
|
|
37,394
|
|
|
|
17,389
|
|
Accrued expenses and other liabilities
|
|
|
(7,971
|
)
|
|
|
32,762
|
|
Income taxes payable
|
|
|
16,110
|
|
|
|
16,712
|
|
Other assets, net
|
|
|
(4,482
|
)
|
|
|
9,239
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by operating activities
|
|
|
71,652
|
|
|
|
112,024
|
|
|
|
|
Investing activities:
|
|
|
|
|
|
|
|
|
Purchases of property, plant and equipment
|
|
|
(14,645
|
)
|
|
|
(18,628
|
)
|
Proceeds from sale of property, plant and equipment
|
|
|
31
|
|
|
|
2,898
|
|
Proceeds from sale of marketable securities
|
|
|
|
|
|
|
23,034
|
|
Acquisitions (net of cash acquired)
|
|
|
|
|
|
|
(1,764,868
|
)
|
Divestitures
|
|
|
|
|
|
|
49,886
|
|
|
|
|
|
|
|
|
|
|
Net cash used in investing activities
|
|
|
(14,614
|
)
|
|
|
(1,707,678
|
)
|
|
|
|
Financing activities:
|
|
|
|
|
|
|
|
|
Proceeds from long-term obligations
|
|
|
24,538
|
|
|
|
1,550,000
|
|
Principal payments of long-term obligations
|
|
|
(72,000
|
)
|
|
|
(220,000
|
)
|
Debt issuance costs
|
|
|
|
|
|
|
(30,519
|
)
|
Principal payments on note payable
|
|
|
(12,321
|
)
|
|
|
|
|
Proceeds from common stock issued
|
|
|
|
|
|
|
379,857
|
|
Dividends paid
|
|
|
(15,668
|
)
|
|
|
(15,574
|
)
|
Stock option exercises
|
|
|
6,980
|
|
|
|
5,277
|
|
Excess tax benefits on share-based payments
|
|
|
298
|
|
|
|
1,200
|
|
Net decrease in bank overdrafts
|
|
|
|
|
|
|
(4,624
|
)
|
|
|
|
|
|
|
|
|
|
Net cash (used in) provided by financing activities
|
|
|
(68,173
|
)
|
|
|
1,665,617
|
|
|
|
|
Net (decrease) increase in cash and cash equivalents
|
|
|
(11,135
|
)
|
|
|
69,963
|
|
Beginning cash and cash equivalents
|
|
|
37,757
|
|
|
|
12,737
|
|
|
|
|
|
|
|
|
|
|
Ending cash and cash equivalents
|
|
$
|
26,622
|
|
|
$
|
82,700
|
|
|
|
|
|
|
|
|
|
|
Noncash items:
|
Additional paid-in capital resulting from shares traded for option exercises amounted to $1,286 and $2,006 in the first six months of 2008 and 2007, respectively.
|
|
Common stock valued at $50,932 was issued January 31, 2007 in conjunction with the acquisition of Reliance Electric (see NOTE B).
|
|
Treasury shares issued in March 2008 in the amount of $3,284 to fund 2007 accrued profit sharing contribution
|
See notes to unaudited condensed consolidated financial statements.
6
Baldor Electric Company
Notes to Unaudited Condensed Consolidated Financial Statements
June 28, 2008
NOTE A Significant Accounting Policies
Basis of Presentation:
The unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting
principles for interim financial information and 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 U.S. generally accepted accounting principles 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 29, 2007. In the opinion of management, all adjustments (consisting of normal recurring
items and adjustments to record the preliminary purchase allocation in 2007 as described in NOTE B) considered necessary for a fair presentation have been included. The results of operations for the three and six months ended June 28, 2008, may
not be indicative of the results that may be expected for the fiscal year ending January 3, 2009.
Fiscal Year:
The Companys fiscal year
ends on the Saturday nearest to December 31, which results in a 52-week or 53-week year. Fiscal year 2008 will contain 53 weeks. Fiscal year 2007 contained 52 weeks.
Segment Reporting:
The Company operates in one reportable segment and markets, designs and manufactures industrial electric motors, drives, generators, and other power transmission products, within the power
transmission equipment industry.
Reclassifications:
Certain reclassifications have been made to the prior years financial statements to
conform to the current years presentation. For second quarter 2007, approximately $1.5 million was reclassified from cost of goods sold to selling and administrative expenses. For the six months ended June 28, 2007, approximately $2.5
million was reclassified from cost of goods sold to selling and administrative expenses.
Financial Derivatives:
The Company uses derivative
financial instruments to reduce its exposure to the risk of increasing commodity prices. Contract terms of the hedging instrument closely mirror those of the hedged forecasted transaction providing for the hedge relationship to be highly effective
both at inception and continuously throughout the term of the hedging relationship. Additionally, the Company utilizes derivative financial instruments to limit exposure to increasing interest rates on variable rate borrowings. The Company does not
regularly engage in speculative transactions, nor does the Company hold or issue financial instruments for trading purposes.
The Company recognizes all
derivatives on the balance sheets at fair value. Derivatives that do not meet the criteria for hedge accounting are adjusted to fair value through income. If the derivative is designated as a cash flow hedge, changes in the fair value are recognized
in accumulated other comprehensive income (loss) until the hedged transaction is recognized in income. If a hedging instrument is terminated, any unrealized gain (loss) at the date of termination is carried in accumulated other comprehensive income
(loss) until the hedged transaction is recognized in income. The ineffective portion of a derivatives change in fair value is recognized in income in the period of change.
Accounts Receivable:
Trade receivables are recorded in the balance sheets at the outstanding balance, adjusted for charge-offs and allowance for doubtful accounts. Allowance for doubtful accounts are recorded
based on customer-specific analysis, general matters such as current assessments of past due balances and historical experience. Concentrations of credit risk with respect to receivables
7
are limited due to the large number of customers and their dispersion across geographic areas and industries. No single customer represents greater than 10%
of net accounts receivable at June 28, 2008 or December 29, 2007.
Inventories:
The Company uses the last-in, first-out (LIFO) method of
valuing inventories held in the U.S. The LIFO calculation is made only at year-end based on the inventory levels and costs at that time. Accordingly, interim LIFO adjustments are based on managements estimates of expected year-end inventory
levels and costs which are subject to the final year-end LIFO inventories valuation. Inventories held at foreign locations are valued using the lower of cost measured using the first-in, first-out method (FIFO) or market.
Product Warranties:
The Company accrues for product warranty claims based on historical experience and the expected costs to provide warranty service. Changes in
the carrying amount of product warranty reserves are as follows:
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended
|
|
(in thousands)
|
|
Jun 28,
2008
|
|
|
Jun 30,
2007
|
|
Balance at beginning of period
|
|
$
|
9,216
|
|
|
$
|
5,566
|
|
Charges to costs and expenses
|
|
|
4,760
|
|
|
|
5,778
|
|
Amounts assumed in acquisition
|
|
|
|
|
|
|
3,480
|
|
Payments
|
|
|
(5,588
|
)
|
|
|
(5,607
|
)
|
|
|
|
|
|
|
|
|
|
Balance at end of period
|
|
$
|
8,388
|
|
|
$
|
9,217
|
|
|
|
|
|
|
|
|
|
|
Self-Insurance Liabilities:
The Companys self-insurance programs primarily cover exposure to product
liability, workers compensation and health insurance. 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 claims experience and risk exposure levels. Future adjustments to the self-insured liabilities may be required
to reflect emerging claims experience and other factors.
Income Taxes:
The difference between the Companys effective tax rate and the federal
statutory tax rate for the three and six months ended June 28, 2008, and June 30, 2007, relates to state income taxes, permanent differences, changes in managements assessment of the outcome of certain tax matters, and the
composition of taxable income between domestic and international operations. The significant permanent tax items primarily consist of the deduction for domestic production activities and nondeductible expenses.
In determining the quarterly provision for income taxes, the Company uses an estimated annual effective tax rate based on forecasted annual income and permanent
differences, statutory tax rates and tax planning opportunities. The impact of significant discrete items is separately recognized in the quarter in which they occur.
Effective January 1, 2007, the Company adopted Financial Accounting Standards Board Interpretation 48, Accounting for Uncertainty in Income Taxes (FIN 48), which provides a comprehensive
model for the recognition, measurement and disclosure in financial statements of uncertain income tax positions a company has taken or expects to take on a tax return. The Company recognizes interest and penalties related to uncertain tax positions
as interest costs and selling and administrative costs, respectively.
Share-Based Compensation:
The Company has share-based compensation plans,
which are described more fully herein under NOTE I Stock Plans. Compensation expense is recognized using the fair value recognition provisions of Statement of Financial Accounting Standards (FAS) No. 123R, Share-Based
Payments.
8
FAS 123R requires cash flows resulting from the tax benefits of tax deductions in excess of the compensation cost
recognized for those options (excess tax benefits) to be classified as financing cash flows.
Fair value of the options is estimated using a
Black-Scholes option pricing formula. The variables used in the option pricing formula for each grant are determined at the time of grant as follows: (1) volatility is based on the daily composite closing price of Baldors stock over a
look-back period of time that approximates the expected option life; (2) risk-free interest rates are based on the yield of U.S. Treasury Strips as published in the
Wall Street Journal
or provided by a third-party on the
date of the grant for the expected option life; (3) dividend yields are based on Baldors dividend yield published in the
Wall Street Journal
or provided by a third-party on the date of the grant; and (4) expected
option life represents the period of time the options are expected to be outstanding and is estimated based on historical experience. Assumptions used in the fair-value valuation are periodically monitored and adjusted to reflect current
developments at the date of grant.
Business Combinations:
The Company accounts for acquired businesses using the purchase method of
accounting which requires that assets acquired and liabilities assumed be recorded at their respective fair values at the date of acquisition. Any excess of the purchase price over the estimated fair values of the net assets acquired is recorded as
goodwill. Amounts allocated to acquired in-process research and development and backlog are expensed at the date of acquisition. The judgments made in determining the estimated fair value assigned to each class of assets acquired and liabilities
assumed, as well as asset lives, can materially impact the Companys results of operations. Accordingly, for significant items, the Company typically obtains assistance from third party valuation specialists. Valuations are based on information
available near the acquisition date and are based on expectations and assumptions deemed reasonable by management.
There are several methods that can be
used to determine the fair value of assets acquired and liabilities assumed. For intangible assets, the Company typically uses the relief from royalty and income methods. These methods start with a forecast of all of the expected future net cash
flows. These cash flows are then adjusted to present value by applying an appropriate discount rate that reflects the risk factors associated with the cash flow streams. Some of the more significant estimates and assumptions inherent in the income
method or other methods include the amount and timing of projected future cash flows; the discount rate selected to measure the risks inherent in the future cash flows; and the assessment of the assets life cycle and the competitive trends
impacting the asset, including consideration of any technical, legal, regulatory, or economic barriers to entry. Determining the useful life of an intangible asset requires judgment because different types of intangible assets will have different
useful lives and certain assets may even be considered to have indefinite useful lives.
Goodwill and Indefinite Lived Intangibles:
Goodwill and
intangible assets with indefinite useful lives are tested at least annually in the fourth quarter for impairment and more frequently if indicators of impairment warrant additional analysis. Goodwill represents the excess of the purchase price of
acquisitions over the estimated fair value of the net assets acquired. In order to test for impairment, goodwill acquired is assigned to reporting units that are expected to benefit from the synergies of the related business combination. The Company
determines reporting units pursuant to Statement of Financial Accounting Standards (FAS) No. 142, Goodwill and Other Intangible Assets. Goodwill is evaluated for impairment by first comparing managements estimate
of the fair value of a reporting unit with its carrying value, including goodwill. If the carrying value of a reporting unit exceeds its fair value, a computation of the implied fair value of goodwill is compared with its related carrying value. If
the carrying value of the reporting units goodwill
9
exceeds the implied fair value of that goodwill, an impairment loss is recognized in the amount of the excess. Management utilizes a discounted cash flows
analysis to determine the estimated fair value of reporting units. Judgments and assumptions related to revenue, gross profit, operating expenses, interest, capital expenditures, cash flows, and market conditions are inherent in these estimates. Use
of alternate judgments and/or assumptions could result in a fair value that differs from this estimate which could ultimately result in the recognition of impairment charges in the financial statements. The results of the discounted cash flows
analysis are then compared to the carrying value of the reporting unit. Management utilizes a relief from royalty methodology to estimate the fair value of indefinite-lived intangibles. If the carrying value of indefinite-lived intangibles exceeds
the estimated fair value of those intangibles, an impairment loss is recognized in the amount of the excess.
NOTE B Acquisition
On January 31, 2007, Baldor completed the acquisition of all of the equity of Reliance Electric (Reliance) from Rockwell Automation, Inc. and certain
of its affiliates (Rockwell). Reliance is a leading manufacturer of industrial electric motors and other power transmission products. The acquisition extends Baldors product offerings, provides a manufacturing base in China for the
Asian markets, increases the Companys manufacturing capabilities and flexibility, strengthens the management team, and provides strong opportunities for synergies and cost savings. The purchase price was $1.83 billion, consisting of $1.78
billion in cash and 1.58 million shares of Baldor common stock valued at $50.93 million, based on the average closing price per share of Baldors common stock on the New York Stock Exchange for the three days preceding and the three days
subsequent to November 6, 2006, the date of the definitive purchase agreement. The cash portion of the purchase price was funded with net proceeds from the issuance of 10,294,118 shares of Baldor common stock at a price of $34.00 per common
share, net proceeds from the issuance of $550.0 million of 8.625% senior notes due 2017, and borrowings of $1.0 billion under a new $1.2 billion senior secured credit facility. In conjunction with an over-allotment option in the common stock
offering, 1,430,882 additional common shares were issued at a price of $34.00 per share. Net proceeds from the over-allotment offering of approximately $46.5 million were utilized to reduce borrowings under the senior secured credit facility.
Reliances results of operations are included in the consolidated financial statements beginning February 1, 2007.
In process research and
development amounting to $1.0 million and backlog amounting to $0.7 million were expensed as of the acquisition date and included in cost of goods sold in the first quarter of 2007.
The table below presents summarized pro forma results of operations as if the acquisition had been effective at the beginning of the six month period ended June 30, 2007.
|
|
|
|
(in millions, except for per share data)
|
|
Six Months
Ended
Jun 30, 2007
|
Net sales
|
|
$
|
981.4
|
Income before income taxes
|
|
|
76.1
|
Net income
|
|
|
48.7
|
|
|
Net earnings per common share - diluted
|
|
$
|
1.05
|
NOTE C Financial Derivatives
The Company had derivative contracts designated as commodity cash flow hedges with a fair value of $8.5 million recorded in other current assets at June 28, 2008, and a negative fair value of $0.4 million
recorded in other accrued expenses at December 29, 2007.
10
Gains recognized on commodity cash flow hedges reduced cost of sales by $2.4 million and $0.6 million in the second
quarter of 2008 and 2007, respectively. Gains recognized as a reduction in cost of sales amounted to $3.8 million and $2.6 million in the first six months of 2008 and 2007, respectively. Ineffective portions of the Companys commodity cash flow
hedges were not material during the second quarters or first six months of 2008 or 2007. The Company expects after-tax gains totaling $5.2 million at June 28, 2008, recorded in accumulated other comprehensive income (loss) related to commodity
cash flow hedges, will be recognized in cost of sales within the next six months. The Company generally does not hedge forecasted transactions beyond 18 months.
The Company has interest rate cash flow hedges that relate to variable rate long-term obligations. The notional amount is $350.0 million and matures on April 30, 2012. These instruments had a negative fair value of $12.8 million and
$11.5 million recorded in other accrued expenses at June 28, 2008 and December 29, 2007, respectively. Unrealized after-tax losses of $7.8 million and $7.0 million are recorded in accumulated other comprehensive income (loss) at
June 28, 2008 and December 29, 2007, respectively.
FAS No. 157, Fair Value Measurements defines fair value as the exchange
price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. FAS 157
classifies the inputs used to measure fair value into the following hierarchy:
Level 1 Quoted prices in active markets for identical assets or
liabilities.
Level 2 Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets
that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3 Unobservable inputs that are supported by little or no market activity, but which are significant to the fair value of the assets or liabilities as determined by market participants.
Assets (liabilities) measured at fair value on a recurring basis are summarized below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in millions)
|
|
Fair Value Measurements
as of June 28, 2008
|
|
|
Total
|
|
|
Level 1
|
|
Level 2
|
|
|
Level 3
|
Interest rate swap
|
|
$
|
(10.1
|
)
|
|
$
|
|
|
$
|
(10.1
|
)
|
|
$
|
|
Interest rate collar
|
|
|
(2.7
|
)
|
|
|
|
|
|
(2.7
|
)
|
|
|
|
Copper derivatives
|
|
|
8.5
|
|
|
|
3.0
|
|
|
5.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
(4.3
|
)
|
|
$
|
3.0
|
|
$
|
(7.3
|
)
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized gains or losses are recorded in accumulated other comprehensive income (loss) at each measurement date.
NOTE D Goodwill and Other Intangible Assets
The amounts of goodwill at June 28, 2008 and December 29, 2007 are as follows:
|
|
|
|
(in millions)
|
|
|
Balance at December 29, 2007
|
|
$
|
1,023.6
|
Purchase accounting adjustment related to final valuations
|
|
|
8.4
|
|
|
|
|
Balance at June 28, 2008
|
|
$
|
1,032.0
|
|
|
|
|
11
The amounts of other intangible assets by type are as follows:
|
|
|
|
|
|
|
|
|
(in millions)
|
|
Jun 28,
2008
|
|
|
Dec 29,
2007
|
|
Gross carrying value:
|
|
|
|
|
|
|
|
|
Trademarks
|
|
$
|
354.8
|
|
|
$
|
354.8
|
|
Customer relationships
|
|
|
292.0
|
|
|
|
292.0
|
|
Technology
|
|
|
32.0
|
|
|
|
32.0
|
|
Less accumulated amortization:
|
|
|
|
|
|
|
|
|
Customer relationships
|
|
|
(15.5
|
)
|
|
|
(2.5
|
)
|
Technology
|
|
|
(3.6
|
)
|
|
|
(8.9
|
)
|
|
|
|
|
|
|
|
|
|
Total intangible assets
|
|
$
|
659.7
|
|
|
$
|
667.4
|
|
|
|
|
|
|
|
|
|
|
Intangibles are amortized over their estimated period of benefit of five to 30 years, beginning with the date the
benefits from intangible items are realized.
NOTE E Note Payable
The Companys wholly-owned Chinese subsidiary entered into a short-term note payable during the fourth quarter of 2007 to fund a non-taxable dividend to the Company. Proceeds from the note payable were utilized
by the Company to make principal payments on the term loan under the Companys senior secured credit facility. The note was refinanced during the second quarter of 2008. The principal balance was $4.4 million and $12.3 million at June 28,
2008 and December 29, 2007, respectively. The note payable bears interest at a variable rate (7.227% at June 28, 2008) and matures October 2008.
NOTE F Long-term Obligations
Long-term obligations are as follows:
|
|
|
|
|
|
|
|
|
(dollars in thousands)
|
|
Interest Rate at
Jun 28, 2008
|
|
Jun 28, 2008
|
|
Dec 29, 2007
|
Senior secured term loan, variable interest rate
|
|
5.377%
|
|
$
|
740,000
|
|
$
|
812,000
|
Revolving credit facility, variable interest rate
|
|
4.250%
|
|
|
20,000
|
|
|
|
Senior unsecured notes, fixed interest rate
|
|
8.625%
|
|
|
550,000
|
|
|
550,000
|
Other
|
|
1.730%
|
|
|
2,279
|
|
|
2,025
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,312,279
|
|
|
1,364,025
|
Less current maturities
|
|
|
|
|
7,400
|
|
|
8,120
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
1,304,879
|
|
$
|
1,355,905
|
|
|
|
|
|
|
|
|
|
Interest paid was $11.4 million and $6.0 million in second quarter 2008 and 2007, respectively. Interest paid
during the first six month of 2008 and 2007 was $53.5 million and $17.9 million, respectively.
Term and Revolving Credit Loans
Interest on the term loan is due periodically based upon a variable adjusted London Inter-Bank Offered Rate (LIBOR). Quarterly principal payments of $1.85
million are due beginning July 31, 2008, and continue through January 31, 2013, at which date the subsequent quarterly principal payments increase to $173.9 million through the loan due date of January 31, 2014 with a final payment of
$183.2 million.
12
Additional principal payments may be due based upon a prescribed annual excess cash flow calculation until such time as a
prescribed total leverage ratio is achieved. There were no additional payments due based on the Companys 2007 annual calculation. Additional principal payments may also be due based upon the net available proceeds from the disposition of
assets, a casualty event, an equity issuance or incurrence of additional debt.
This loan agreement limits and restricts certain dividend and capital
expenditure payments, establishes maximum total leverage and senior secured leverage ratios, and requires that the Company maintain a fixed charge ratio. These restrictions and ratios were all met as of June 28, 2008.
The revolving credit (RC) agreement provides for aggregate borrowings of up to $200.0 million, including a swingline loan commitment not to exceed $20.0
million and letter of credit (LC) commitment not to exceed $30.0 million, and contains minimum borrowing thresholds for each type of borrowing. As of June 28, 2008, the Company had $20.0 million of borrowings outstanding under the
revolver. An RC commitment fee is due quarterly at the annual rate of 0.375% on the unused amount of the RC commitment. At June 28, 2008, $27.8 million of LCs were issued which reduced the aggregate LC and RC availability. Availability
totaled $152.2 million at June 28, 2008. LC participation fees of 1.75% and fronting fees of 0.125% per annum on unissued LCs are due quarterly based upon the aggregate amount of LCs issued and available for issuance,
respectively. Interest on any RC borrowings is 1.75% plus LIBOR (2.50% at June 28, 2008) or 1.25% per annum plus prime (5.00% at June 28, 2008).
The senior secured credit facility is collateralized by substantially all of the Companys assets.
Senior Unsecured Notes
The senior unsecured notes are general unsecured obligations of the Company, subordinated to the senior secured credit facility described above and mature
February 15, 2017. Interest is at a fixed rate and is payable semi-annually in arrears on February 15 and August 15 commencing August 15, 2007.
At any time prior to February 15, 2010, the Company may redeem up to 35.0% of the aggregate principal amount of the notes at a redemption price of 108.625% of the principal amount, plus accrued and unpaid interest to the redemption
date, with the net cash proceeds of one or more equity offerings with certain restrictions. At any time prior to February 15, 2012, the Company may redeem all or a part of the notes at a redemption price equal to the sum of (i) 100% of the
principal amount thereof, plus (ii) the applicable premium as defined in the agreement as of the date of redemption, plus (iii) accrued and unpaid interest to the redemption date. On or after February 15, 2012, the Company may redeem
all or a part of the notes at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest on the notes redeemed to the applicable redemption date.
|
|
|
|
Year
|
|
Percentage
|
|
2012
|
|
104.313
|
%
|
2013
|
|
102.875
|
%
|
2014
|
|
101.438
|
%
|
2015 and thereafter
|
|
100.000
|
%
|
The indenture agreement contains certain restrictions and requirements including restrictions and requirements
regarding mergers, consolidation or sale of assets, certain payments, the incurrence of indebtedness and liens, and issuance of preferred stock, and note holder options if a change of control occurs. These notes are also subject to the term and
revolving credit loans maximum total leverage and fixed charges ratios.
13
NOTE G Commitments and Contingencies
The Company is subject to a number of legal actions arising in the ordinary course of business. Management expects the ultimate resolution of these actions will not materially affect the Companys financial
position, results of operations, or cash flows.
Prior to the Companys acquisition of Reliance, Rockwell determined actions by a small number of
employees at certain of Reliances operations in one jurisdiction may have violated the Foreign Corrupt Practices Act (FCPA) or other applicable laws. Reliance does business in this jurisdiction with government owned enterprises or
government owned enterprises evolving to commercial businesses. These actions involved payments for non-business travel expenses and certain other business arrangements involving potentially improper payment mechanisms for legitimate business
expenses. Special outside counsel has been engaged by Rockwell to investigate the actions. Their review is ongoing. Rockwell voluntarily disclosed these actions to the U.S. Department of Justice (DOJ) and the Securities and Exchange
Commission (SEC) beginning in September 2006. Rockwell has agreed to update the DOJ and SEC periodically regarding any further developments as the investigation continues. If violations of the FCPA occurred, Rockwell and Reliance may be
subject to consequences that could include fines, penalties, other costs and business-related impacts. Rockwell and Reliance could also face similar consequences from local authorities. The Company has been indemnified by Rockwell against government
penalties arising from these potential violations. This indemnification covers only penalties and may not cover expenses incurred by the Company for future compliance.
NOTE H Pension Plan and Other Postretirement Benefits
As a result of the acquisition of Reliance, the Company
assumed defined benefit pension and postretirement benefit plans covering certain union employees and retirees. Estimated liabilities amounting to approximately $47.9 million at June 28, 2008 and $50.0 million at December 29, 2007 are
included in other liabilities on the balance sheets.
Net periodic pension and other postretirement benefit costs include the following components for the
three and six-month periods ended June 28, 2008 and June 30, 2007, respectively.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension Benefits
|
|
Three Months Ended
|
|
|
Six Months Ended
|
|
(in thousands)
|
|
Jun 28,
2008
|
|
|
Jun 30,
2007
|
|
|
Jun 28,
2008
|
|
|
Jun 30,
2007
|
|
Service cost
|
|
$
|
121
|
|
|
$
|
129
|
|
|
$
|
241
|
|
|
$
|
218
|
|
Interest cost
|
|
|
48
|
|
|
|
42
|
|
|
|
96
|
|
|
|
70
|
|
Expected return on assets
|
|
|
(57
|
)
|
|
|
(49
|
)
|
|
|
(115
|
)
|
|
|
(82
|
)
|
Amortization of prior service costs
|
|
|
3
|
|
|
|
|
|
|
|
6
|
|
|
|
|
|
Amortization of net loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net periodic benefit cost
|
|
$
|
115
|
|
|
$
|
122
|
|
|
$
|
228
|
|
|
$
|
206
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Postretirement Benefits
|
|
Three Months Ended
|
|
|
Six Months Ended
|
|
(in thousands)
|
|
Jun 28,
2008
|
|
|
Jun 30,
2007
|
|
|
Jun 28,
2008
|
|
|
Jun 30,
2007
|
|
Service cost
|
|
$
|
40
|
|
|
$
|
42
|
|
|
$
|
80
|
|
|
$
|
70
|
|
Interest cost
|
|
|
710
|
|
|
|
740
|
|
|
|
1,420
|
|
|
|
1,242
|
|
Expected return on assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of prior service costs
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of net loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net periodic benefit cost
|
|
$
|
750
|
|
|
$
|
782
|
|
|
$
|
1,500
|
|
|
$
|
1,312
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14
No contributions were made to the pension plans during the three and six months ended June 28, 2008 and
June 30, 2007. The Company made contributions to the postretirement plan of approximately $3.6 million and $1.3 million for the six months ended June 29, 2008 and June 30, 2007, respectively. The Company made contributions to the
postretirement plan of approximately $2.0 million and $1.3 million for the three months ended June 29, 2008 and June 30, 2007, respectively. The Company expects to make no contributions to the pension plans in 2008 and expects to
contribute $7.0 million to the postretirement benefit plan in 2008.
NOTE I Stock Plans
The purpose of granting stock options and non-vested stock units is to encourage ownership in the Company. This provides an incentive for the participants to contribute
to the success of the Company and align the interests of the participants with the interests of the shareholders of the Company. Historically, the Company has used newly-issued shares to fulfill stock option exercises. Once options are granted, the
Companys policy is to not re-price any outstanding options. The 2006 Plan is the only Plan under which awards can be granted. When the 2006 Plan was adopted, the Companys other stock plans were effectively cancelled except with respect
to then outstanding grants and no further awards will be granted from those plans.
A summary of the Companys stock plans and summary details about
each Plan as of June 28, 2008, follows.
|
|
|
|
|
|
|
Plan
|
|
Shares
Authorized
|
|
Current Plan Status
|
|
Typical
Grant Life
|
1990
|
|
501,600
|
|
Cancelled; except for options outstanding
|
|
6 years
|
1994
|
|
4,000,000
|
|
Cancelled; except for options outstanding
|
|
10 years
|
1996
|
|
200,000
|
|
Expired; except for options outstanding
|
|
10 years
|
2001
|
|
200,000
|
|
Cancelled; except for options outstanding
|
|
10 years
|
2006
|
|
3,000,000
|
|
Active
|
|
10 years
|
1990 Plan
:
Only non-qualified options were granted from this Plan. Options vest and become 50%
exercisable at the end of one year and 100% exercisable at the end of two years. All outstanding stock options granted under this Plan are currently exercisable.
1994 Plans
:
Incentive stock options vest and become fully exercisable with continued employment of six months for officers and three years for non-officers. Restrictions on non-qualified stock options normally lapse after a
period of five years or earlier under certain circumstances. All outstanding non-qualified stock options granted under these plans are currently exercisable. All incentive stock options granted under this Plan continue to vest according to the terms
of the applicable agreements.
1996 and 2001 Plans
:
Each non-employee director was granted an annual grant consisting of non-qualified stock
options to purchase: (1) 3,240 shares at a price equal to the market value at date of grant, and (2) 2,160 shares at a price equal to 50% of the market value at date of grant. These options immediately vested and became exercisable on the
date of grant.
2006 Plan
:
Awards granted under the 2006 Plan included: incentive stock options, non-qualified stock options, and non-vested
stock units. Non-vested stock units were awarded with no exercise price. Other awards permitted under this Plan include stock appreciation rights, restricted stock, and performance awards; however, no such awards have been granted.
15
A summary of option activity under the Plans during the six month period ended June 28, 2008, is presented below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
|
|
|
Weighted-
Average
Exercise
Price
|
|
Weighted-
Average
Remaining
Contractual
Term
|
|
Aggregate
Intrinsic
Value
|
|
|
|
|
|
|
|
|
|
(in thousands)
|
Outstanding at December 29, 2007
|
|
2,412,400
|
|
|
$
|
31.16
|
|
|
|
|
|
Granted
|
|
532,587
|
|
|
|
28.89
|
|
|
|
|
|
Exercised
|
|
(163,906
|
)
|
|
|
22.38
|
|
|
|
|
|
Expired
|
|
(7,183
|
)
|
|
|
24.40
|
|
|
|
|
|
Cancelled
|
|
(300
|
)
|
|
|
28.62
|
|
|
|
|
|
Forfeited
|
|
(33,786
|
)
|
|
|
38.93
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at June 28, 2008
|
|
2,739,812
|
|
|
|
31.17
|
|
7.2 years
|
|
$
|
18,701
|
|
|
|
|
|
|
|
|
|
|
|
|
Vested or expected to vest at June 28, 2008
|
|
2,659,204
|
|
|
|
30.72
|
|
7.2 years
|
|
$
|
18,590
|
Exercisable at June 28, 2008
|
|
1,604,967
|
|
|
|
26.90
|
|
5.8 years
|
|
$
|
16,130
|
The weighted-average grant-date fair value of options granted was $7.70 and $11.83 in the first six months of 2008
and 2007, respectively. The total intrinsic value of options exercised was $3.5 million and $7.3 million during the first six months of 2008 and 2007, respectively.
As of June 28, 2008, there was $7.4 million of total unrecognized compensation cost related to non-vested options granted under the Plans expected to be recognized over a weighted-average period of 1.8 years.
A summary of non-vested stock unit activity under the Plans during the six month period ended June 28, 2008, is presented below:
|
|
|
|
|
|
|
Non-vested Stock Units
|
|
Shares
|
|
|
Weighted-Average
Grant-Date
Fair Value Per Unit
|
Non-vested at beginning of period
|
|
107,921
|
|
|
$
|
36.35
|
Granted
|
|
78,773
|
|
|
|
27.80
|
Vested
|
|
(39,192
|
)
|
|
|
36.92
|
Forfeited
|
|
(2,543
|
)
|
|
|
31.04
|
|
|
|
|
|
|
|
Non-vested at end of period
|
|
144,959
|
|
|
|
31.64
|
|
|
|
|
|
|
|
The total fair value of stock units vested during the first six months of 2008 and 2007 was $1.4 million and
$146,000, respectively.
As of June 28, 2008, there was $2.4 million of total unrecognized compensation cost expected to be recognized over a
weighted-average period of 1.3 years related to non-vested stock units granted under the Plans.
16
Listed in the table below are the weighted-average assumptions for options granted in the period indicated.
|
|
|
|
|
|
|
Six Months Ended
|
|
|
Jun 28, 2008
|
|
Jun 30, 2007
|
Volatility
|
|
30.9%
|
|
24.0%
|
Risk-free interest rates
|
|
3.0%
|
|
5.2%
|
Dividend yields
|
|
2.4%
|
|
1.7%
|
Expected option life
|
|
5.9 years
|
|
6.4 years
|
NOTE J Earnings Per Share
The table below details earnings per common share for the periods indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
(in thousands, except per share data)
|
|
Jun 28,
2008
|
|
Jun 30,
2007
|
|
Jun 28,
2008
|
|
Jun 30,
2007
|
Numerator:
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
29,372
|
|
$
|
25,212
|
|
$
|
55,011
|
|
$
|
46,080
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Denominator Reconciliation:
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average shares basic
|
|
|
46,152
|
|
|
45,811
|
|
|
46,073
|
|
|
43,452
|
Effect of dilutive securities stock options and non-vested stock units
|
|
|
301
|
|
|
755
|
|
|
168
|
|
|
658
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average shares diluted
|
|
|
46,453
|
|
|
46,566
|
|
|
46,241
|
|
|
44,110
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per common share basic
|
|
$
|
0.64
|
|
$
|
0.55
|
|
$
|
1.19
|
|
$
|
1.06
|
Earnings per common share diluted
|
|
$
|
0.63
|
|
$
|
0.54
|
|
$
|
1.19
|
|
$
|
1.04
|
The total number of anti-dilutive securities excluded from the above calculations was 955,558 and 68,116 for the
three month periods ended June 28, 2008, and June 30, 2007, respectively, and 960,858 and 68,116 for the six-month periods ended June 28, 2008, and June 30, 2007, respectively.
NOTE K Recently Issued Accounting Pronouncements
In September
2006, the FASB issued FAS 157, Fair Value Measurements. FAS 157 defines fair value, establishes a framework for measuring fair value in U.S. generally accepted accounting principles, and expands disclosures about fair value measurements.
This Statement emphasizes that fair value is a market-based measurement, not an entity-specific measurement. The Company adopted FAS 157 on December 30, 2007. The adoption of FAS 157 has not had a material impact on the financial results or
financial position. In February 2008, the FASB issued FASB Staff Position No. 157-2, Effective Date of FASB Statement No. 157 (the FSP). The FSP amends FAS 157 to delay the effective date for nonfinancial assets and
liabilities, except for those that are recognized or disclosed at fair value on a recurring basis. The deferred effective date for such nonfinancial assets and liabilities is for fiscal years beginning after November 15, 2008.
In December 2007, the FASB issued FAS 141 (Revised 2007), Business Combinations (FAS 141R), effective prospectively to business combinations for which the
acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. FAS 141R establishes principles and requirements on how an acquirer recognizes and measures in its financial
statements identifiable assets acquired, liabilities assumed, noncontrolling interest in the acquiree, goodwill or gain from a
17
bargain purchase and accounting for transaction costs. Additionally, FAS 141R determines what information must be disclosed to enable users of the
financial statements to evaluate the nature and financial effects of the business combination. The Company will adopt FAS 141R upon its effective date for any future business combinations.
In March 2008, the FASB issued FAS 161, Disclosures about Derivative Instruments and Hedging Activities an Amendment of FASB Statement No. 133.
FAS 161 expands disclosure requirements about how derivative and hedging activities affect an entitys financial position, financial performance, and cash flows. FAS 161 is effective for fiscal years beginning after November 15, 2008, with
early adoption encouraged.
In June 2008, the FASB issued FASB Staff Position (FSP) No. EITF 03-6-1, Determining Whether Instruments Granted in
Share-Based Payment Transactions Are Participating Securities. This FSP determined that unvested share-based payment awards with rights to receive dividends or dividend equivalents should be considered participating securities; and therefore,
need to be included in the earnings allocation in computing earnings per share under the two-class method described in FASB Statement No. 128, Earnings per Share. This FSP is effective for fiscal years beginning after
December 15, 2008, and interim periods within those years. The Company does not expect the adoption of FSP EITF 03-6-1 to have a significant effect on our consolidated financial statements.
Item 2.
|
Managements Discussion and Analysis of Financial Condition and Results of Operations
|
Overview
Baldor is a leading manufacturer of industrial electric motors, drives, generators, and other power
transmission products, currently supplying over 9,500 customers in more than 160 industries. Our products are sold to a diverse customer base consisting of original equipment manufacturers and distributors serving markets in the United States and
throughout the world. We focus on providing customers with value through a combination of quality products and customer service, as well as short lead times and attractive total cost of ownership, which takes into account initial product cost,
product life, maintenance costs, and energy consumption.
On January 31, 2007, Baldor completed the acquisition of Reliance from Rockwell. Reliance is
a leading manufacturer of industrial electric motors, and other power transmission products sold under the Reliance and Dodge brand names. The acquisition extends Baldors product offerings, provides a manufacturing base in China for the Asian
markets, increases the Companys manufacturing capabilities and flexibility, strengthens the management team, and provides strong opportunities for synergies and cost savings. Reliances results of operations are included in the
consolidated financial statements beginning February 1, 2007.
Generally, our financial performance is driven by industrial spending and the strength
of the economies in which we sell our products, and is also influenced by:
|
|
|
Investments in manufacturing capacity, including upgrades, modifications, and expansions of existing manufacturing facilities, and the creation of new manufacturing
facilities;
|
|
|
|
Our customers needs for greater variety, timely delivery, and higher quality at a competitive cost; and
|
|
|
|
Our large installed base, which creates a significant replacement demand.
|
18
We are not dependent on any one industry or customer for our financial performance, and no single customer represented
more than 10% of our net sales for the quarters ended June 29, 2008, and June 30, 2007. For the quarter ended June 28, 2008, approximately 48% of our domestic net sales were generated through distributors and represented primarily
sales of replacement products, compared to 49% for the same period in 2007. Domestic sales to OEMs were approximately 52% for the quarter ended June 28, 2008, compared to 51% for the same period in 2007. OEMs primarily use our products in new
installations. This expands our installed base and leads to replacement product sales by distributors in the future.
We manufacture substantially all of
our products. Consequently, our costs include the cost of raw materials, including steel, copper and aluminum, and energy costs. Each of these costs has increased in the past few years and increased significantly in the past few months due to
growing global demand for these commodities, impacting our cost of sales. We seek to offset these increases through a continued focus on product design improvements, including redesigning our products to reduce material content and investing in
capital equipment that assists in eliminating waste, and by modest price increases in our products. Our manufacturing facilities are also significant sources of fixed costs. Our margin is impacted when we cannot promptly decrease these costs to
match declines in net sales.
Industry Trends
The
demand for products in the industrial electric motor, generator, and power transmission industries is closely tied to growth trends in the economy and levels of industrial activity and capital investment. We believe that specific drivers of demand
for our products include process automation, efforts in energy conservation and productivity improvement, regulatory and safety requirements, new technologies, and replacement of worn parts. Our products are typically critical parts of
customers end-applications, and the end users cost associated with their failure is high. Consequently, we believe that end users of our products base their purchasing decisions on quality, reliability, and availability as well as
customer service, rather than the price alone. We believe key success factors in our industry include strong reputation and brand preference, good customer service and technical support, product availability, and a strong distribution network.
Results of Operations
Second quarter 2008
compared to second quarter 2007
Net sales for the quarter increased 2.5% to $504.0 million,
compared to $491.6 million in the second quarter of 2007. Sales of industrial electric motor products grew 5.3% for the quarter as compared to second quarter 2007 and comprised 64.7% of total sales compared to 63.0% for the same period last year.
Sales of mounted bearings, gearing, and other power transmission products grew 6.1% and accounted for approximately 27.9% of total sales for the second quarter of 2008, compared to 27.0% for the same period last year. During second quarter 2008,
sales of generator products increased 5.7% from second quarter 2007 and comprised 2.7% of total sales for the current quarter compared to 2.6% for the same period last year. Sales of drives and motion control products decreased 2.8% from second
quarter 2007 and accounted for 4.5% of total sales, compared to 4.8% in second quarter 2007. Sales of Super-E
®
premium-efficient motors continue to grow at a faster pace than
standard-efficiency motors, increasing more than 25% for the quarter when compared to second quarter 2007.
Gross profit margins decreased slightly to
30.3% in second quarter 2008 compared to 30.5% in second quarter 2007 and operating profit margins decreased to 13.7% from 14.0% in second quarter 2007. Our continued focus on product design improvements and manufacturing efficiency, along with a
price increase on our products implemented earlier in the year, helped to offset higher raw
19
materials prices. However, costs for steel, copper, cast iron, and transportation continue to increase at a faster rate than we expected, resulting in
decreased margins. In reaction to the continuing inflation in our materials and transportation costs, we announced an additional 5 to 8% price increase across our entire product line effective on July 13.
Interest expense decreased $5.8 million from second quarter 2007. Interest rates on our outstanding variable rate debt decreased during the quarter when compared to the
same period last year. We repaid an additional $40.0 million of debt during the second quarter of 2008.
Pre-tax income of $45.9 million for the quarter
was up 16.5% compared to second quarter 2007 pre-tax income of $39.4 million.
Net income of $29.3 million for the quarter was up 16.5% from second quarter
2007 net income of $25.2 million. Diluted earnings per common share grew by 16.7% to $0.63 compared to $0.54 in second quarter 2007. The effective tax rate was 36.0% for both periods.
Six months ended June 28, 2008 compared to six months ended June 30,2007
Net sales for the first
six month of 2008 increased 9.8% to $974.5 million, compared to $887.3 million in the first six months of 2007. Sales of industrial electric motor products grew 10.8% for the first six months of 2008 as compared to the first six months of 2007 and
comprised 65.0% of total sales compared to 64.4% for the same period last year. Sales of mounted bearings, gearing, and other power transmission products grew 24.9% and accounted for approximately 28.0% of total sales for the first six months of
2008, compared to 24.6% for the same period last year. During the first six months of 2008, sales of generator products decreased 13.8% from the same period last year and comprised 2.1% of total sales for the first six months of 2008 compared to
2.6% for the same period last year. Sales of drives and motion control products increased 4.0% from the first six months of 2007 and accounted for 4.8% of total sales, compared to 5.1% for the same period last year.
Gross profit margins improved to 30.4% for the first six months of 2008 compared to 29.7% in the first six months of 2007 and operating profit margins improved to 13.9%
from 13.7% in the first six months of 2007. While 2008 reflects six full months of Reliance operations, the benefit to our margins has been diluted by continued increases in materials and transportation costs.
Interest expense increased $0.3 million over the first six months of 2007. There are only five months of interest expense in 2007 related to the debt incurred on
January 31, 2007 to fund our acquisition of Reliance. We repaid $59.8 million of debt during the first six months of 2008. In addition, interest rates on our variable rate debt decreased during the first six months of 2008.
Pre-tax income of $86.0 million for the first six months of 2008 was up 19.4% compared to pre-tax income of $72.0 million for the first six months of 2007.
Net income of $55.0 million for the first six months of 2008 was up 19.4% from the first six months of 2007 net income of $46.1 million. Diluted earnings per common
share grew by 14.4% to $1.19 compared to $1.04 in the first six months of 2007. The effective tax rate was 36.0% for both periods.
Environmental
Remediation:
We believe, based on our internal reviews and other factors, that any future costs relating to environmental remediation and compliance will not have a material effect on our capital expenditures, earnings, cash flows, or
competitive position.
Liquidity and Capital Resources:
Working capital amounted to $446.6 million at June 28, 2008, compared to $440.5 million
at December 29, 2007.
20
Liquidity was supported by cash flows from operations of $71.7 million in the first six months of 2008 as compared to
$112.0 million in the first six months of 2007. Operating cash flows decreased primarily due the timing of interest payments, including a semi-annual $23.7 million interest payment on our senior unsecured notes, paid in February 2008.
During the first six months of 2008, we utilized cash flows from operations to fund property, plant and equipment additions of $14.6 million, pay dividends of $15.7
million to our shareholders, and reduce our net outstanding debt by $59.8 million. In the first six months of 2007, we utilized cash flow from operations to fund property, plant and equipment additions of $18.6 million, pay dividends of $15.6
million to our shareholders, and repay $28.6 million of debt.
Net cash used in investing activities was $14.6 million in the first six months of 2008
compared to $1.71 billion in the first six months of 2007. The change was primarily related to the $1.76 billion (net of cash acquired) used to acquire Reliance on January 31, 2007.
Net cash used in financing activities was $68.2 million in the first six months of 2008 compared to net cash provided of $1.67 billion in first six months of 2007. The first six months of 2007 included proceeds from
new debt acquired and the issuance of Baldor common stock to finance the purchase of Reliance.
Total outstanding debt was $1.32 billion at June 28,
2008, compared to $1.38 billion at December 29, 2007. In conjunction with our acquisition of Reliance on January 31, 2007, we borrowed a total of $1.55 billion under our senior secured credit facility and senior unsecured notes. A portion
of the proceeds from new borrowings were utilized to repay $95.0 million of long-term debt that existed at December 30, 2006. During the first six months of 2008, net outstanding debt decreased $59.8 million.
Our primary sources of liquidity are cash flows from operations and funds available under our senior secured credit facility. At June 28, 2008, we had approximately
$152.2 million of borrowing capacity under the senior secured credit facility. We expect that ongoing requirements for debt service, operations, capital expenditures and dividends will be funded from these sources. We have senior secured debt
ratings of Ba3 with a stable outlook by Moodys Investors Services, Inc. (Moodys) and BB+ with a stable outlook by Standard & Poors Rating Service (S&P). We have a senior unsecured debt rating of
B3 with a stable outlook by Moodys. We have no downward rating triggers that would accelerate the maturity of amounts drawn under our senior secured credit facility and our senior unsecured notes. Our senior secured credit facility and senior
unsecured credit facility contain various customary covenants, which limit, among other things, indebtedness and dispositions of assets, and which require us to maintain compliance with certain quarterly financial ratios. As of June 28, 2008,
we were in compliance with all covenants.
Additional principal payments may be due based upon a prescribed annual excess cash flow calculation until such
time as a prescribed total leverage ratio is achieved. There were no additional payments due based on the Companys 2007 annual calculation. Additional principal payments may also be due based upon the net available proceeds from the
disposition of assets, a casualty event, an equity issuance or incurrence of additional debt.
Dividend Policy:
Dividends paid to shareholders
amounted to $0.34 per common share in the first six months of 2008 compared to $0.34 per common share in the first six months of 2007. Our objective is for shareholders to receive dividends while also participating in Baldors growth. Terms of
our credit agreement and indenture related to financing the acquisition of Reliance limit our ability to increase dividends.
21
Recently Issued Accounting Pronouncements
In September 2006, the FASB issued FAS 157, Fair Value Measurements. FAS 157 defines fair value, establishes a framework for measuring fair value in U.S. generally accepted accounting principles, and
expands disclosures about fair value measurements. This Statement emphasizes that fair value is a market-based measurement, not an entity-specific measurement. The Company adopted FAS 157 on December 30, 2007. The adoption of FAS 157 has not
had a material impact on the financial results or financial position. In February 2008, the FASB issued FASB Staff Position No. 157-2, Effective Date of FASB Statement No. 157 (the FSP). The FSP amends FAS 157 to
delay the effective date for nonfinancial assets and liabilities, except for those that are recognized or disclosed at fair value on a recurring basis. The deferred effective date for such nonfinancial assets and liabilities is for fiscal years
beginning after November 15, 2008.
In December 2007, the FASB issued FAS 141 (Revised 2007), Business Combinations (FAS 141R), effective
prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. FAS 141R establishes principles and requirements on how an
acquirer recognizes and measures in its financial statements identifiable assets acquired, liabilities assumed, noncontrolling interest in the acquiree, goodwill or gain from a bargain purchase and accounting for transaction
costs. Additionally, FAS 141R determines what information must be disclosed to enable users of the financial statements to evaluate the nature and financial effects of the business combination. The Company will adopt FAS 141R upon its
effective date for any future business combinations.
In March 2008, the FASB issued FAS 161, Disclosures about Derivative Instruments and Hedging
Activities an Amendment of FASB Statement No. 133. FAS 161 expands disclosure requirements about how derivative and hedging activities affect an entitys financial position, financial performance, and cash flows. FAS 161 is
effective for fiscal years beginning after November 15, 2008, with early adoption encouraged.
In June 2008, the FASB issued FASB Staff Position (FSP)
No. EITF 03-6-1, Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities. This FSP determined that unvested share-based payment awards with rights to receive dividends or dividend
equivalents should be considered participating securities; and therefore, need to be included in the earnings allocation in computing earnings per share under the two-class method described in FASB Statement No. 128, Earnings per
Share. This FSP is effective for fiscal years beginning after December 15, 2008, and interim periods within those years. The Company does not expect the adoption of FSP EITF 03-6-1 to have a significant effect on our consolidated
financial statements.
Item 3.
|
Quantitative and Qualitative Disclosures About Market Risk
|
Market
risks relating to Baldors operations result primarily from changes in commodity prices, interest rates, concentrations of credit, and foreign exchange rates. To help maintain stable pricing for customers, the Company enters into various
commodity hedging transactions. To manage interest rate risk on variable rate outstanding debt, the Company enters into various interest rate hedging transactions.
Baldor is a purchaser of certain commodities, including copper, steel and aluminum, and periodically utilizes commodity futures and options for hedging purposes to reduce the effects of changing commodity prices. Contract terms of a hedge
instrument closely mirror those of the hedged item providing a high degree of risk reduction and correlation.
Baldors interest rate risk is
primarily related to its senior secured credit facility which bears interest at variable rates. Additionally, the Companys long-term obligations include senior unsecured notes totalling $550.0 million which bear interest at a fixed rate of
22
8.625%. The Company utilizes various interest rate hedge instruments to manage its future exposure to interest rate risk on a portion of the variable rate
obligations. Critical terms (notional amount, interest reset dates, and underlying index) of the hedge instruments coincide with those of the credit facility. Consequently, the hedges are expected to offset changes in the expected cash flows due to
fluctuations in the interest rate over the term of the hedge instrument.
Details regarding the instruments as of June 28, 2008, are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Instrument
|
|
Notional
Amount
|
|
Maturity
|
|
Rate
Paid
|
|
|
Rate Received
(1)
|
|
Fair Value
(2)
|
|
(in millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
Swap
|
|
$
|
250.0
|
|
April 30, 2012
|
|
5.12
|
%
|
|
LIBOR
|
|
$
|
(10.14
|
)
|
Collar
|
|
$
|
100.0
|
|
April 30, 2012
|
|
LIBOR
|
|
|
LIBOR Floor 4.29%; Cap 6.50%
|
|
$
|
(2.67
|
)
|
(1)
|
LIBOR is determined each reset date based on London and New York business days.
|
Floating rates used in instruments are matched exactly to floating rate in credit agreement.
(2)
|
Fair value is an estimated amount the Company would have received (paid) at June 28, 2008, to terminate the
agreement.
|
Baldors financial instruments that are exposed to concentrations of credit risk consist primarily of cash equivalents
and trade receivables. Cash equivalents are in high-quality securities placed with major banks and financial institutions.
Foreign affiliates comprise
approximately 10% of our consolidated net sales. As a result, our exposure to foreign currency risk is not significant. We continue to monitor the effects of foreign currency exchange rates and will utilize foreign currency hedges where appropriate.
Item 4.
|
Controls and Procedures
|
The Company maintains a system of
disclosure controls and procedures that is designed to provide reasonable assurance that information, which is required to be disclosed, is accumulated and communicated to management in a timely manner. Management is also responsible for maintaining
adequate internal control over financial reporting.
Disclosure Controls and Procedures
An evaluation was performed by the Companys management, including the Companys CEO and CFO, of the effectiveness of the design and operation of the
Companys disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act)) as of December 29, 2007. Based on such evaluation,
the Companys CEO and CFO have concluded that the Companys disclosure controls and procedures were effective as of June 28, 2008.
Changes in Internal Control Over Financial Reporting
As a result of the acquisition of Reliance on January 31, 2007, certain
information included in the Companys consolidated financial statements for the quarter and six months ended June 28, 2008, was obtained from accounting and information systems utilized by Reliance that have not yet been integrated in the
Companys systems. The Company is currently in the process of integrating those systems. There have been no changes in the Companys internal controls over financial reporting identified in connection with the evaluation or in other
factors that occurred during the first six months of 2008 that has materially affected, or is reasonably likely to materially affect, these controls.
23
PART II OTHER INFORMATION
Item 1.
|
Legal Proceedings
|
Not applicable.
The Companys risk factors are fully described
in the Companys 2007 Form 10-K. No material changes to the risk factors have occurred since the Company filed its 2007 Form 10-K.
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds
|
On
November 11, 2003, the Company publicly announced the approval of a share repurchase program that authorized the repurchase of up to three million shares between January 1, 2004, and December 31, 2008.
During the three months ended June 28, 2008, the Company repurchased shares of the Companys common stock in private transactions as summarized in the table
below.
|
|
|
|
|
|
|
|
|
|
ISSUER PURCHASES OF EQUITY
SECURITIES
|
Period
|
|
(a)
Total
Number of
Shares
(or Units)
Purchased
(1)
|
|
(b)
Average
Price
Paid per
Share
(or Unit)
|
|
(c)
Total Number of
Shares (or Units)
Purchased as Part
of Publicly
Announced
Plans
or Programs
|
|
(d)
Maximum Number
(or Approximate Dollar
Value) of Shares (or
Units) That May Yet Be
Purchased Under the
Plans or Programs
(2)
|
|
|
|
|
Month #1
|
|
|
|
|
|
|
|
|
|
Mar 30, 2008 Apr 26, 2008
|
|
6,655
|
|
$
|
28.34
|
|
|
|
1,451,623
|
Month #2
|
|
|
|
|
|
|
|
|
|
Apr 27, 2008 May 24, 2008
|
|
6,548
|
|
$
|
34.05
|
|
|
|
1,451,623
|
Month #3
|
|
|
|
|
|
|
|
|
|
May 25, 2008 Jun 28, 2008
|
|
5,210
|
|
$
|
38.96
|
|
|
|
1,451,623
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
18,413
|
|
$
|
33.38
|
|
|
|
1,451,623
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Consists only of shares received from trades for payment of the exercise price or tax liability on stock option exercises, neither of which reduces the number of shares available
under the share repurchase program.
|
(2)
|
Future repurchases are limited under terms of the Companys senior secured credit facility.
|
During the second quarter of 2008, certain District Managers exercised non-qualified stock options previously granted to them under the Baldor Electric Company 1990 Stock Option Plan for District Managers (the
DM Plan). The exercise price paid by the District Managers equaled the market value of the stock on the date of the grant. The Company intends to use the proceeds from these option exercises for general corporate purposes. The total
amount of shares granted under the DM Plan is 1.0% of the outstanding shares of Baldor common stock. None of the transactions were registered under the Securities Act of 1933, as amended (the Act), in reliance upon the exemption from
registration afforded by Section 4(2) of the Act. The Company deems this exemption to be appropriate given that there are a limited number of participants in the DM Plan and all parties are knowledgeable about the Company.
24
Item 3.
|
Defaults Upon Senior Securities
|
Not applicable.
Item 4.
|
Submission of Matters to a Vote of Security Holders
|
The Company
held its annual shareholders meeting on April 26, 2008, at which shareholders voted on three proposals.
Proposal 1 was the election of three
Directors to the Companys Board of Directors for terms expiring in 2011. The following is a list of the Board slate of nominees (who were the only nominees) each of whom were elected, and the results of shareholder voting on Proposal 1:
|
|
|
|
|
|
|
Director Nominee
|
|
Votes
For
|
|
Votes
Withheld
|
|
Abstentions and
Broker Non-votes
|
Jefferson W. Asher, Jr.
|
|
35,625,175
|
|
1,021,889
|
|
|
Richard E. Jaudes
|
|
21,618,445
|
|
15,028,619
|
|
|
Robert J. Messey
|
|
35,702,425
|
|
944,639
|
|
|
The remaining board members are listed below and each is expected to serve out their respective
term:
|
|
|
|
|
Merlin J. Augustine, Jr.
|
|
John A. McFarland
|
|
Barry K. Rogstad
|
Jean A. Mauldin
|
|
Robert L. Proost
|
|
Ronald E. Tucker
|
|
|
R. L. Qualls
|
|
|
Proposal 2 was to ratify the appointment of Ernst & Young LLP as the Companys independent
registered public accounting firm for fiscal year 2008. Shareholders ratified this appointment as indicated below by the results of the shareholder voting on Proposal 2:
|
|
|
|
|
Votes
For
|
|
Votes
Against
|
|
Abstentions
|
36,320,011
|
|
299,229
|
|
27,824
|
Proposal 3 was to consider and act upon a shareholder proposal regarding a classified board. Shareholders voted in
favor of a shareholder proposal to declassify the Companys Board of Directors. As such, the Board will review and consider amendments to the Companys articles of incorporation and by-laws prior to the next meeting of the shareholders.
Voting results on Proposal 3 are as indicated below:
|
|
|
|
|
|
|
Votes
For
|
|
Votes
Against
|
|
Abstentions
|
|
Not Voted
|
21,866,312
|
|
11,259,864
|
|
325,536
|
|
3,195,352
|
Item 5.
|
Other Information
|
Not applicable.
25
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.
|
|
|
|
|
|
|
|
|
|
|
|
|
BALDOR ELECTRIC COMPANY
|
|
|
|
|
|
|
(Registrant)
|
|
|
|
|
Date: August 7, 2008
|
|
|
|
By:
|
|
/s/ Ronald E. Tucker
|
|
|
|
|
|
|
Ronald E. Tucker
|
|
|
|
|
|
|
President, Chief Operating Officer, and Director
|
|
|
|
|
|
|
(on behalf of the Registrant)
|
|
|
|
|
Date: August 7, 2008
|
|
|
|
By:
|
|
/s/ George E. Moschner
|
|
|
|
|
|
|
George E. Moschner
|
|
|
|
|
|
|
Chief Financial Officer and Secretary
|
|
|
|
|
|
|
(Principal Financial Officer)
|
26
BALDOR ELECTRIC COMPANY AND AFFILIATES
INDEX OF EXHIBITS
|
|
|
Exhibit No.
|
|
Description
|
4(i).1
|
|
Indenture between the Company and Wells Fargo Bank, National Association, dated January 31, 2007, previously filed as Exhibit 4.1 to the Registrants Current Report on Form 8-K, filed
February 6, 2007, and incorporated herein by reference.
|
|
|
4(i).2
|
|
First Supplemental Indenture between the Company, Baldor Sub 1, Inc., Baldor Sub 2, Inc., Baldor Sub 3, Inc. and Wells Fargo Bank, National Association, dated January 31, 2007, previously
filed as Exhibit 4.2 to the Registrants Current Report on Form 8-K, filed February 6, 2007, and incorporated herein by reference.
|
|
|
4(i).3
|
|
Second Supplemental Indenture between the Company, Reliance Electric Company, REC Holding, Inc., Reliance Electrical Technologies, LLC and Wells Fargo Bank, National Association, dated
January 31, 2007, previously filed as Exhibit 4.3 to the Registrants Current Report on Form 8-K, filed February 6, 2007, and incorporated herein by reference.
|
|
|
4(i).4
|
|
Form of 8
5
/
8
% Senior Note due 2017 (incorporated by reference to
Exhibit 4(i).1).
|
|
|
10(i).1
|
|
Credit Agreement between the Company and BNP Paribas, as Administrative Agent, dated January 31, 2007, previously filed as Exhibit 10.1 to the Registrants Current Report on Form 8-K,
filed February 6, 2007, and incorporated herein by reference.
|
|
|
10(i).1.1
|
|
Amendment to Credit Agreement between the Company and BNP Paribas, as Administrative Agent, dated February 14, 2007, filed as Exhibit 10(i).2.1 to the Registrants Annual Report on Form
10-K, filed February 28, 2007, and incorporated herein by reference.
|
|
|
10(iii).1
|
|
Bonus Plan for Executive Officers, as approved by the Companys Compensation Committee of the Board of Directors and the Companys Board of Directors on February 25, 2008, and filed
as Exhibit 10(iii).1 to the Registrants Quarterly Report on Form 10-Q on May 8, 2008, and incorporated herein by reference.
|
|
|
31.1
|
|
Certification by Chief Executive Officer
|
|
|
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
31.2
|
|
Certification by Chief Financial Officer
|
|
|
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
32
|
|
Certifications
|
|
|
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
Baldor (NYSE:BEZ)
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Baldor (NYSE:BEZ)
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