amended1qtr10q.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 10-Q/A
Amendment No. 1

Quarterly Report Pursuant to Section 13 or 15 (d) of the
Securities Exchange Act of 1934

For the quarterly period ended March 27, 2009

Commission File Number:  001-09249

 
GRACO INC.
  
 
(Exact name of registrant as specified in its charter)
  


 
Minnesota
  
41-0285640
 
(State of incorporation)
  
(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)
  

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days.

 
Yes
X
  
No
    

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” 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
  

59,888,000 shares of the Registrant’s Common Stock, $1.00 par value were outstanding as of April 15, 2009.

Explanatory Note



The sole purpose of this Amendment No.1 to our Quarterly Report on Form 10-Q for the period ended March 27, 2009, as filed with the Securities and Exchange Commission on April 22, 2009, is to file revised certifications of our principal executive officer and principal financial officer as Exhibits 31.1, 31.2 and 32 to include the date of the certification and the conformed signature of such officers, which, although affixed to the manually signed originals, were unintentionally omitted from the EDGAR filing.

No other changes have been made to the Form 10-Q other than those described above.  This Amendment No. 1 does not reflect subsequent events occurring after the original filing date of the Form 10-Q or modify or update in any way disclosures made in the Form 10-Q.

GRACO INC. AND SUBSIDIARIES

INDEX

Page Number

PART I
FINANCIAL INFORMATION
  
       
 
Item 1.
Financial Statements
  
       
   
Consolidated Statements of Earnings
3
   
Consolidated Balance Sheets
4
   
Consolidated Statements of Cash Flows
5
   
Notes to Consolidated Financial Statements
6
       
 
Item 2.
Management's Discussion and Analysis
  
   
of Financial Condition and Results of Operations
14
       
 
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
19
       
 
Item 4.
Controls and Procedures
19
       
       
       
PART II
OTHER INFORMATION
  
       
 
Item 1A.
Risk Factors
20
       
 
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
20
       
 
Item 4.
Submission of Matters to a Vote of Security Holders
21
       
 
Item 6.
Exhibits
21
       
SIGNATURES
  
   
EXHIBITS
  

PART I
Item 1.
GRACO INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
(Unaudited)
(In thousands except per share amounts)

 
 
   
Thirteen Weeks Ended
  
   
March 27,
    
March 28,
  
   
2009
    
2008
  
             
Net Sales
   $ 137,880     $ 204,120  
                 
Cost of products sold
     73,552       92,267  
 
                
Gross Profit
     64,328       111,853  
                 
Product development
     10,051       7,940  
Selling, marketing and distribution
     31,933       33,821  
General and administrative
     16,215       17,738  
                 
Operating Earnings
     6,129       52,354  
                 
Interest expense
     1,366       1,603  
Other expense (income), net
     595       (115 )
                 
Earnings Before Income Taxes
     4,168       50,866  
                 
Income taxes
     1,400       15,300  
                 
Net Earnings
   $ 2,768     $ 35,566  
                 
                 
Basic Net Earnings per Common Share
   $ 0.05     $ 0.58  
                 
                 
Diluted Net Earnings per Common Share
   $ 0.05     $ 0.57  
                 
                 
Cash Dividends Declared per Common Share
   $ 0.19     $ 0.19  

See notes to consolidated financial statements.
 
 
GRACO INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)
(In thousands)
           

   
March 27,
    
December 26,
  
   
2009
    
2008
  
ASSETS
            
Current Assets
            
Cash and cash equivalents
   $ 14,799     $ 12,119  
Accounts receivable, less allowances of
                
$6,200 and $6,600
     106,860       127,505  
Inventories
     85,577       91,604  
Deferred income taxes
     21,706       23,007  
Other current assets
     5,844       6,360  
Total current assets
     234,786       260,595  
                 
Property, Plant and Equipment
                
Cost
     330,857       326,729  
Accumulated depreciation
     (181,070 )     (176,975 )
Property, plant and equipment, net
     149,787       149,754  
                 
Goodwill
     91,740       91,740  
Other Intangible Assets, net
     49,397       52,231  
Deferred Income Taxes
     19,337       18,919  
Other Assets
     6,262       6,611  
Total Assets
   $ 551,309     $ 579,850  
                 
LIABILITIES AND SHAREHOLDERS' EQUITY
                
Current Liabilities
                
Notes payable to banks
   $ 16,532     $ 18,311  
Trade accounts payable
     14,732       18,834  
Salaries, wages and commissions
     12,550       17,179  
Dividends payable
     11,321       11,312  
Other current liabilities
     48,910       55,524  
Total current liabilities
     104,045       121,160  
                 
Long-term Debt
     166,811       180,000  
Retirement Benefits and Deferred Compensation
     109,496       108,656  
Uncertain Tax Positions
     2,550       2,400  
                 
Shareholders' Equity
                
Common stock
     59,884       59,516  
Additional paid-in-capital
     181,460       174,161  
Retained earnings
     (103 )     8,445  
Accumulated other comprehensive income (loss)
    (72,834 )     (74,488 )
Total shareholders' equity
     168,407       167,634  
Total Liabilities and Shareholders' Equity
   $ 551,309     $ 579,850  
 
 
See notes to consolidated financial statements.
 
 

GRACO INC. AND SUBSIDIARIES
  
CONSOLIDATED STATEMENTS OF CASH FLOWS
  
(Unaudited) (In thousands)
  
   
Thirteen Weeks Ended
  
   
March 27,
    
March 28,
  
   
2009
    
2008
  
Cash Flows From Operating Activities
            
Net Earnings
   $ 2,768     $ 35,566  
Adjustments to reconcile net earnings to
                
   net cash provided by operating activities
                
Depreciation and amortization
     8,475       7,395  
Deferred income taxes
     (52 )     (2,885 )
Share-based compensation
     2,417       2,553  
Excess tax benefit related to share-based
                
payment arrangements
     (200 )     (1,723 )
Change in
                
Accounts receivable
     18,588       (5,296 )
Inventories
     5,525       (9,836 )
Trade accounts payable
     (4,044 )     4,801  
Salaries, wages and commissions
     (4,444 )     (6,808 )
Retirement benefits and deferred compensation
     3,602       (887 )
Other accrued liabilities
     (5,692 )     9,204  
Other
     758       (228 )
Net cash provided by operating activities
     27,701       31,856  
                 
Cash Flows From Investing Activities
                
Property, plant and equipment additions
     (5,732 )     (5,130 )
Proceeds from sale of property, plant and equipment
     567       39  
Capitalized software and other intangible asset additions
     (46 )     (222 )
Acquisitions of businesses, net of cash acquired
     -       (35,266 )
Net cash used in investing activities
     (5,211 )     (40,579 )
                 
Cash Flows From Financing Activities
                
Net borrowings (payments) on short-term lines of credit
     (995 )     (818 )
Borrowings on long-term line of credit
     34,211       83,335  
Payments on long-term line of credit
     (47,401 )     (11,800 )
Excess tax benefit related to share-based
                
payment arrangements
     200       1,723  
Common stock issued
     4,949       9,811  
Common stock retired
     -       (59,528 )
Cash dividends paid
     (11,308 )     (11,376 )
Net cash provided by (used in) financing activities
     (20,344 )     11,347  
                 
Effect of exchange rate changes on cash
     534       (768 )
                 
Net increase (decrease) in cash and cash equivalents
     2,680       1,856  
Cash and cash equivalents
                
Beginning of year
     12,119       4,922  
End of period
   $ 14,799     $ 6,778  
                 
 
 
See notes to consolidated financial statements.


GRACO INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


1.
The consolidated balance sheet of Graco Inc. and Subsidiaries (the Company) as of March 27, 2009 and the related statements of earnings and cash flows for the thirteen weeks then ended 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 Graco Inc. and Subsidiaries as of March 27, 2009, 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 2008 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.
The following table sets forth the computation of basic and diluted earnings per share (in thousands, except per share amounts):

 
   
Thirteen Weeks Ended
  
   
March 27,
    
March 28,
  
   
2009
    
2008
  
             
             
Net earnings available to common shareholders
   $ 2,768     $ 35,566  
                 
Weighted average shares outstanding for basic
                
earnings per share
     59,638       61,254  
                 
Dilutive effect of stock options computed using the
                
treasury stock method and the average market price
     265       663  
                 
Weighted average shares outstanding for diluted
                
earnings per share
     59,903       61,917  
                 
Basic earnings per share
   $ 0.05     $ 0.58  
                 
Diluted earnings per share
   $ 0.05     $ 0.57  
 
 
Stock options to purchase 4,034,000 and 2,215,000 shares were not included in the 2009 and 2008 computations of diluted earnings per share, respectively, because they would have been anti-dilutive.

3.
Information on option shares outstanding and option activity for the thirteen weeks ended March 27, 2009 is shown below (in thousands, except per share amounts):
 
         
Weighted
          
Weighted
  
         
Average
          
Average
  
   
Option
    
Exercise
    
Options
    
Exercise
  
   
Shares
    
Price
    
Exercisable
    
Price
  
                         
 Outstanding, December 26, 2008
     3,955     $ 30.77       2,186     $ 24.98  
 Granted
     1,111       20.78                  
 Exercised
     (52 )     6.98                  
 Canceled
     (45 )     33.27                  
 Outstanding, March 27, 2009
     4,969     $ 28.76       2,494     $ 27.41  
 
   
 
The aggregate intrinsic value of exercisable option shares was $3.4 million as of March 27, 2009, with a weighted average contractual term of 4.7 years.  There were approximately 4.9 million share options vested and expected to vest as of March 27, 2009, with an aggregate intrinsic value of $3.4 million, a weighted average exercise price of $28.76 and a weighted average contractual term of 6.8 years.

Information related to options exercised in the first three months of 2009 and 2008 follows (in thousands):


   
Thirteen Weeks Ended
  
   
March 27,
    
March 28,
  
   
2009
    
2008
  
Cash received
   $ 360     $ 3,329  
Aggregate intrinsic value
     679       4,134  
Tax benefit realized
     250       1,500  

The Company recognized year-to-date share-based compensation of $2.4 million in 2009 and $2.6 million in 2008.  As of March 27, 2009, there was $11.4 million of unrecognized compensation cost related to unvested options, expected to be recognized over a weighted average period of 2.6 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:

 
   
Thirteen Weeks Ended
  
   
March 27,
    
March 28,
  
   
2009
    
2008
  
Expected life in years
     6.0       6.0  
Interest rate
     2.1 %     3.1 %
Volatility
     29.9 %     25.0 %
Dividend yield
     3.7 %     2.1 %
Weighted average fair value per share
   $ 4.25     $ 8.32  
 
Under the Company’s Employee Stock Purchase Plan, the Company issued 312,000 shares in 2009 and 216,000 shares in 2008.  The fair value of the employees’ purchase rights under this Plan was estimated on the date of grant.  The benefit of the 15 percent discount 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:

 
   
Thirteen Weeks Ended
  
   
March 27,
    
March 28,
  
   
2009
    
2008
  
Expected life in years
     1.0       1.0  
Interest rate
     0.7 %     1.5 %
Volatility
     51.5 %     27.1 %
Dividend yield
     4.5 %     2.1 %
Weighted average fair value per share
   $ 5.60     $ 8.14  
 

4.
The components of net periodic benefit cost (credit) for retirement benefit plans were as follows (in thousands):
 
 
   
Thirteen Weeks Ended
  
   
March 27,
    
March 28,
  
   
2009
    
2008
  
Pension Benefits
            
Service cost
   $ 1,279     $ 1,391  
Interest cost
     3,220       3,146  
Expected return on assets
     (2,700 )     (4,850 )
Amortization and other
     2,414       152  
Net periodic benefit cost (credit)
   $ 4,213     $ (161 )
                 
Postretirement Medical
                
Service cost
   $ 150     $ 125  
Interest cost
     350       375  
Amortization
     -       -  
Net periodic benefit cost (credit)
   $ 500     $ 500  
 
 
5.
Total comprehensive income was as follows (in thousands):
 
 
     
   
Thirteen Weeks Ended
  
   
March 27,
    
March 28,
  
   
2009
    
2008
  
             
Net earnings
   $ 2,768     $ 35,566  
Cumulative translation adjustment
     234       (5 )
Pension and postretirement
                
medical liability adjustment
     2,329       124  
Gain (loss) on interest rate hedge contracts
     (73 )     (2,775 )
Income taxes
     (836 )     977  
Comprehensive income
   $ 4,422     $ 33,887  
 
   
 
Components of accumulated other comprehensive income (loss) were (in thousands):
 
      
   
March 27,
    
December 26,
  
   
2009
    
2008
  
             
Pension and postretirement medical liability adjustment
   $ (68,855 )   $ (70,322 )
Gain (loss) on interest rate hedge contracts
     (3,156 )     (3,109 )
Cumulative translation adjustment
     (823 )     (1,057 )
Total
   $ (72,834 )   $ (74,488 )
 
 
 
 
6.
The Company has three reportable segments:  Industrial, Contractor and Lubrication.  The Company does not track assets by segment.  Sales and operating earnings by segment for the thirteen weeks ended March 27, 2009 and March 28, 2008 were as follows (in thousands):


   
Thirteen Weeks Ended
  
   
March 27,
    
March 28,
  
   
2009
    
2008
  
Net Sales
            
Industrial
   $ 75,232     $ 114,251  
Contractor
     47,448       66,180  
Lubrication
     15,200       23,689  
Consolidated
   $ 137,880     $ 204,120  
                 
Operating Earnings
                
Industrial
   $ 11,495     $ 37,898  
Contractor
     1,239       13,696  
Lubrication
     (1,436 )     4,317  
Unallocated corporate (expense)
     (5,169 )     (3,557 )
Consolidated
   $ 6,129     $ 52,354  

7.
Major components of inventories were as follows (in thousands):
 

   
March 27,
    
December 26,
  
   
2009
    
2008
  
             
Finished products and components
   $ 49,779     $ 50,703  
Products and components in various
                
stages of completion
     32,070       24,938  
Raw materials and purchased components
     39,130       51,348  
      120,979       126,989  
Reduction to LIFO cost
     (35,402 )     (35,385 )
Total
   $ 85,577     $ 91,604  

8.
Information related to other intangible assets follows (dollars in thousands):
 

   
Estimated
                
Foreign
        
   
Life
    
Original
    
Accumulated
    
Currency
    
Book
  
   
(years)
    
Cost
    
Amortization
    
Translation
    
Value
  
March 27, 2009
                              
Customer relationships
     3 - 8     $ 41,075     $ (14,017 )   $ (181 )   $ 26,877  
Patents, proprietary technology
                                        
and product documentation
     3 - 15       22,737       (11,153 )     (87 )     11,497  
Trademarks, trade names
                                        
and other
     3 - 10       5,514       (4,290 )     (11 )     1,213  
                                         
              69,326       (29,460 )     (279 )     39,587  
Not Subject to Amortization:
                                        
Brand names
             9,810       -       -       9,810  
                                         
Total
           $ 79,136     $ (29,460 )   $ (279 )   $ 49,397  
                                         
December 26, 2008
                                        
Customer relationships
     3 - 8     $ 41,075     $ (12,470 )   $ (181 )   $ 28,424  
Patents, proprietary technology
                                        
and product documentation
     3 - 15       23,780       (11,290 )     (87 )     12,403  
Trademarks, trade names
                                        
and other
     3 - 10       5,514       (3,908 )     (12 )     1,594  
                                         
              70,369       (27,668 )     (280 )     42,421  
Not Subject to Amortization:
                                        
Brand names
             9,810       -       -       9,810  
                                         
Total
           $ 80,179     $ (27,668 )   $ (280 )   $ 52,231  
 
Amortization of intangibles was $2.8 million in the first quarter of 2009.  Estimated annual amortization expense is as follows:  $10.7 million in 2009, $9.7 million in 2010, $8.6 million in 2011, $7.7 million in 2012, $4.1 million in 2013 and $1.6 million thereafter.
 

9.
Components of other current liabilities were (in thousands):
 
   
March 27,
    
December 26,
  
   
2009
    
2008
  
             
Accrued self-insured retentions
   $ 7,967     $ 7,896  
Accrued warranty and service liabilities
     7,677       8,033  
Accrued trade promotions
     5,348       9,001  
Payable for employee stock purchases
     619       5,473  
Income taxes payable
     965       904  
Other
     26,334       24,217  
Total
   $ 48,910     $ 55,524  
 
 
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):

 
   
Thirteen
        
   
Weeks Ended
    
Year Ended
  
   
March 27,
    
December 26,
  
   
2009
    
2008
  
             
Balance, beginning of year
   $ 8,033     $ 7,084  
Charged to expense
     1,078       6,793  
Margin on parts sales reversed
     902       3,698  
Reductions for claims settled
     (2,336 )     (9,542 )
Balance, end of period
   $ 7,677     $ 8,033  
 
 
 10.  
The Company accounts for all derivatives, including those embedded in other contracts, as either assets or liabilities and measures those financial instruments at fair value.  The accounting for changes in the fair value of derivatives depends on their intended use and designation.
 
As part of its risk management program, the Company may periodically use forward exchange contracts and interest rate swaps to manage known market exposures.  Terms of derivative instruments are structured to match the terms of the risk being managed and are generally held to maturity.  The Company does not hold or issue derivative financial instruments for trading purposes.  All other contracts that contain provisions meeting the definition of a derivative also meet the requirements of, and have been designated as, normal purchases or sales.  The Company’s policy is to not enter into contracts with terms that cannot be designated as normal purchases or sales.

In 2007, the Company entered into interest rate swap contracts that effectively fix the rates paid on a total of $80 million of variable rate borrowings.  One contract fixed the rate on $40 million of borrowings at 4.7 percent plus the applicable spread (depending on cash flow leverage ratio) until December 2010.  The second contract fixed an additional $40 million of borrowings at 4.6 percent plus the applicable spread until January 2011.  Both contracts have been designated as cash flow hedges against interest rate volatility.  Consequently, changes in the fair market value are recorded in accumulated other comprehensive income (loss) (AOCI).  Amounts included in AOCI will be reclassified to earnings as interest rates increase and as the swap contracts approach their expiration dates.  Net amounts paid or payable under terms of the contracts were charged to interest expense and totaled $0.6 million in the first quarter of 2009.

The Company periodically evaluates its monetary asset and liability positions denominated in foreign currencies. The Company enters into forward contracts or options, or borrows in various currencies, in order to hedge its net monetary positions. These instruments are recorded at current market values and the gains and losses are included in other expense (income), net. There were eight contracts outstanding as of March 27, 2009, with notional amounts totaling $15.6 million.  There were 26 contracts outstanding during all or part of the first quarter of 2009, with net gains of $0.4 million partially offsetting $0.6 million of exchange losses on net monetary positions, included in other expense (income), net.  The Company believes it uses strong financial counterparts in these transactions and that the resulting credit risk under these hedging strategies is not significant. 

The Company uses significant other observable inputs to value the derivative instruments used to hedge interest rate volatility and net monetary positions.  The fair market value and balance sheet classification of such instruments follows:  
 

 
Balance Sheet
  
March 27,
    
December 26,
  
 
Classification
  
2009
    
2008
  
Gain (loss) on interest
              
rate hedge contracts
 Other current liabilities
   $ (5,009 )   $ (4,936 )
Gain (loss) on foreign
                  
currency forward contracts
                  
 Gains
     $ 706     $ 1,868  
 Losses
       (555 )     (670 )
 Net
 Accounts receivable
   $ 151     $ 1,198  
 
 
 
11.
In September 2006, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 157, “Fair Value Measurements.”  This statement establishes a consistent framework for measuring fair value and expands disclosures on fair market value measurements.  SFAS No. 157 was effective for the Company starting in fiscal 2008 for financial assets and liabilities.  With respect to non-financial assets and liabilities, the statement was effective for the Company starting in fiscal 2009.  The adoption of this statement as it pertains to non-financial assets and liabilities had no significant impact on the consolidated financial statements.


Item 2.
GRACO INC. AND SUBSIDIARIES
  
     
 
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
  

Overview

The Company designs, manufactures and markets systems and equipment to move, measure, control, dispense and spray fluid materials.  Management classifies the Company’s business into three reportable segments:  Industrial, Contractor and Lubrication.  Key strategies include development of new products, expansion of distribution and new market penetration.

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.

Results of Operations

Net sales, net earnings and earnings per share were as follows (in millions except per share amounts and percentages):

 
   
Thirteen Weeks Ended
  
   
March 27,
    
March 28,
    
%
  
   
2009
    
2008
    
Change
  
                   
Net Sales
   $ 137.9     $ 204.1       (32 )%
Net Earnings
   $ 2.8     $ 35.6       (92 )%
Diluted Net Earnings per Common Share
   $ 0.05     $ 0.57       (91 )%

Operating results were severely affected by the depth of the recession and its impact on the markets served by the Company.  Sales and orders decreased in all segments and regions.  Currency translation had an unfavorable effect on sales ($6 million) and net earnings ($2 million).  The Company recorded $4 million of cost related to an additional workforce reduction in March, as part of continued efforts to align operations with market and economic conditions.

Consolidated Results

Sales by geographic area were as follows (in millions):


   
Thirteen Weeks Ended
  
   
March 27,
    
March 28,
  
   
2009
    
2008
  
             
Americas 1
   $ 80.2     $ 115.8  
Europe 2
     35.8       59.5  
Asia Pacific
     21.9       28.8  
Consolidated
   $ 137.9     $ 204.1  
                 
     1 North and South America, including the U.S.
                
     2 Europe, Africa and Middle East
                
 

Consolidated sales decreased 32 percent (29 percent at consistent exchange rates).  Sales decreased 31 percent in the Americas, 40 percent in Europe (32 percent at consistent exchange rates) and 24 percent in Asia Pacific.
 
Gross profit margin, expressed as a percentage of sales, was 46.7 percent, down from 54.8 percent last year, due to lower production volumes (approximately 4 percentage points), unfavorable currency translation rates (approximately 2 percentage points), workforce reduction costs (approximately 1½ percentage points) and increased pension cost (approximately 1 percentage point).  

Total operating expenses were slightly lower than last year.  Product development expense increased by $2 million as continued investment in new and improved products is a key component of the Company’s strategy for future growth.  Offsetting this increase was a decrease of $2 million from translation effects.  Increases in pension expense ($3 million) and severance expense related to the additional workforce reduction in 2009 ($1 million) were offset by the effects of the work force reduction in the fourth quarter of 2008, lower incentive and bonus provisions and other spending reductions.   

The effective tax rate of 34 percent for the first quarter was higher than last year’s first quarter rate of 30 percent due to the settlement of the examination of the Company’s income tax returns in the first quarter of 2008.

Segment Results

Certain measurements of segment operations compared to last year are summarized below:
 

Industrial
            
   
Thirteen Weeks Ended
  
   
March 27,
    
March 28,
  
   
2009
    
2008
  
             
Net sales (in millions)
            
Americas
   $ 35.8     $ 53.4  
Europe
     23.8       39.7  
Asia Pacific
     15.6       21.2  
Total
   $ 75.2     $ 114.3  
                 
Operating earnings as a percentage of net sales
     15 %     33 %
 
Industrial segment sales decreased 33 percent in the Americas, 40 percent in Europe (32 percent at consistent translation rates) and 27 percent in Asia Pacific.

The impacts of low factory volume, workforce reduction costs, currency translation and increased product development spending contributed to the decrease in operating earnings as a percentage of sales.
Contractor
            
   
Thirteen Weeks Ended
  
   
March 27,
    
March 28,
  
   
2009
    
2008
  
             
Net sales (in millions)
            
Americas
   $ 31.7     $ 42.4  
Europe
     10.9       18.0  
Asia Pacific
     4.8       5.8  
Total
   $ 47.4     $ 66.2  
                 
Operating earnings as a percentage of net sales
     3 %     21 %
 
Contractor segment sales decreased 25 percent in the Americas, 40 percent in Europe (31 percent at consistent translation rates) and 17 percent in Asia Pacific.

The impacts of low factory volume, channel sales mix, workforce reduction costs, currency translation and increased product development spending contributed to the decrease in operating earnings as a percentage of sales.  This segment continued to incur expenses related to the rollout of entry-level paint sprayers to additional paint and home center stores in 2009.

Lubrication
            
   
Thirteen Weeks Ended
  
   
March 27,
    
March 28,
  
   
2009
    
2008
  
             
Net sales (in millions)
            
Americas
   $ 12.6     $ 20.1  
Europe
     1.1       1.9  
Asia Pacific
     1.5       1.7  
Total
   $ 15.2     $ 23.7  
                 
Operating earnings as a percentage of net sales
     (9 )%     18 %
 
 
Lubrication segment sales decreased 37 percent in the Americas, 43 percent in Europe (39 percent at consistent translation rates) and 15 percent in Asia Pacific.

The impacts of low factory volume, product sales mix, workforce reduction costs, increased product development spending and costs related to discontinued products contributed to the decrease in operating earnings as a percentage of sales.

Liquidity and Capital Resources

In the first quarter of 2009, the Company used cash to reduce the borrowings under its long-term line of credit by $13 million and paid dividends of $11 million.  Significant uses of cash and borrowings in the first quarter of 2008 included $60 million for purchases and retirement of Company common stock, $35 million for a business acquisition and $11 million for payment of dividends.  

Since the end of 2008, inventories have been reduced by $6 million.  Accounts receivable decreased by $21 million from continuing collections and lower sales levels.

At March 27, 2009, the Company had various lines of credit totaling $279 million, of which $98 million was unused.  Internally generated funds and unused financing sources are expected to provide the Company with the flexibility to meet its liquidity needs in 2009.
 

 
Outlook

Management expects that global economic conditions will continue to present a challenging operating environment in the near term.  Workforce reductions initiated in 2008 and the further reduction announced in March of 2009 were made to align operations with market conditions and are expected to yield $18 million in annualized savings.  To the extent permitted by working capital resources, management intends to protect its human capital and continue making targeted investments in strategic operating and growth initiatives, including new product development, improving manufacturing efficiencies, expanding distribution and entering new markets.

Working capital management will continue to be a high priority for the remainder of 2009.  The Company plans to reduce inventory by an additional $25 million.  Additional focus will be on collection of receivables over their normal cycle.  Given the uncertainty in world economies and the possibility of continued weakness in markets served, the Company is considering cost-effective alternative liquidity options.

SAFE HARBOR CAUTIONARY STATEMENT

A forward-looking statement is any statement made in this report and other reports that the Company files periodically with the Securities and Exchange Commission, or in press or earnings releases, analyst briefings and conference calls, which reflects the Company’s current thinking on market trends and the Company’s future financial performance at the time they are made.  All forecasts and projections are forward-looking statements.

The Company desires to take advantage of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 by making cautionary statements concerning any forward-looking statements made by or on behalf of the Company.  The Company cannot give any assurance that the results forecasted in any forward-looking statement will actually be achieved.  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: economic conditions in the United States and other major world economies, currency fluctuations, political instability, changes in laws and regulations, and changes in product demand.  Please refer to Item 1A of, and Exhibit 99 to, the Company’s Annual Report on Form 10-K for fiscal year 2008 for a more comprehensive discussion of these and other risk factors.

Investors should realize that factors other than those identified above and in Item 1A and Exhibit 99 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 2008 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, the Chief Financial Officer and Treasurer, the Vice President and Controller, and the Vice President, General Counsel and Secretary.  Based upon that evaluation, they concluded that the Company's disclosure controls and procedures are effective in gathering, analyzing and disclosing information needed to satisfy the Company's disclosure obligations under the Exchange Act.
 
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 II
OTHER INFORMATION
   
   
Item 1A.
Risk Factors

There have been no material changes to the Company’s risk factors from those disclosed in the Company’s 2008 Annual Report on Form 10-K.

   
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds

Issuer Purchases of Equity Securities

On September 28, 2007, the Board of Directors authorized the Company to purchase up to 7,000,000 shares of its outstanding common stock, primarily through open-market transactions.  This authorization expires on September 30, 2009.

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 withholding on option exercises.  

No shares were purchased in the first quarter of 2009.  As of March 27, 2009, there were 3,068,234 shares that may yet be purchased under the Board authorization.


 
Item 6.
Exhibits
     
 
31.1
Certification of President and Chief Executive Officer pursuant to Rule 13a-14(a).
     
 
31.2
Certification of Chief Financial Officer and Treasurer pursuant to Rule 13a-14(a).
     
 
32
Certification of the President and Chief Executive Officer and the Chief Financial Officer and Treasurer pursuant to Section 1350 of Title 18, U.S.C.

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.




GRACO INC.

       
       
       
Date:
 December 2, 2009
 By:
 /s/Patrick J. McHale
     
Patrick J. McHale
     
President and Chief Executive Officer
     
(Principal Executive Officer)
       
       
       
Date:
 December 2, 2009
 By:
 /s/James A. Graner
     
James A. Graner
     
Chief Financial Officer and Treasurer
     
(Principal Financial Officer)
       
       
       
Date:
 December 2, 2009
 By:
 /s/Caroline M. Chambers
     
Caroline M. Chambers
     
Vice President and Controller
     
(Principal Accounting Officer)