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YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:42888
ticker:GGG
name:GRACO INC
exchange:NYSE
filing_type:10-K
Text:
purport to be complete and is qualified in its entirety by reference to the full text of the Bylaws, a copy of which is filed as Exhibit 3.2 hereto and is incorporated by reference in this Annual Report on Form 10-K.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
62
Table of Contents
PART III
Item 10. Directors, Executive Officers and Corporate Governance
The information under the heading “Information About Our Executive Officers” in Part I of this 2022 Annual Report on Form 10-K and the information under the heading “Board of Directors” in our Company’s Proxy Statement for its 2023 Annual Meeting of Shareholders to be held on April 28, 2023 (the “Proxy Statement”), is incorporated herein by reference.
Audit Committee Members and Audit Committee Financial Expert
The information under the heading “Committees of the Board of Directors” in our Company’s Proxy Statement is incorporated herein by reference.
Corporate Governance Guidelines, Committee Charters and Code of Ethics
Our Company has adopted Corporate Governance Guidelines and Charters for each of the Audit, Governance, and Management Organization and Compensation Committees of the Board of Directors. We have also issued a Code of Ethics and Business Conduct
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YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:42888
ticker:GGG
name:GRACO INC
exchange:NYSE
filing_type:10-K
Text:
(the “Proxy Statement”), is incorporated herein by reference.
Audit Committee Members and Audit Committee Financial Expert
The information under the heading “Committees of the Board of Directors” in our Company’s Proxy Statement is incorporated herein by reference.
Corporate Governance Guidelines, Committee Charters and Code of Ethics
Our Company has adopted Corporate Governance Guidelines and Charters for each of the Audit, Governance, and Management Organization and Compensation Committees of the Board of Directors. We have also issued a Code of Ethics and Business Conduct (“Code of Ethics”) that applies to our principal executive officer, principal financial officer, principal accounting officer, all officers, directors, and employees of Graco Inc. and all of its subsidiaries, representative offices and branches worldwide. The Corporate Governance Guidelines, Committee Charters, and Code of Ethics, with any amendments or waivers thereto, may be accessed free of charge by visiting the Graco website at www.graco.com.
Our Company intends to post on the Graco website any amendment to, or waiver from, a provision of the Code of Ethics that applies to our principal executive officer, principal financial officer, principal accounting officer, controller and other persons performing similar functions within four business days following the date of such amendment or waiver.
Delinquent Section 16(a) Reports
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YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:42888
ticker:GGG
name:GRACO INC
exchange:NYSE
filing_type:10-K
Text:
of Ethics, with any amendments or waivers thereto, may be accessed free of charge by visiting the Graco website at www.graco.com.
Our Company intends to post on the Graco website any amendment to, or waiver from, a provision of the Code of Ethics that applies to our principal executive officer, principal financial officer, principal accounting officer, controller and other persons performing similar functions within four business days following the date of such amendment or waiver.
Delinquent Section 16(a) Reports
The information under the heading “Delinquent Section 16(a) Reports” in our Company’s Proxy Statement is incorporated herein by reference.
Item 11. Executive Compensation
The information contained under the headings “Director Compensation,” “Executive Compensation” (other than under the subheading "Pay Versus Performance"); “Compensation Committee Interlocks and Insider Participation” and “Report of the Management Organization and Compensation Committee” in the Proxy Statement is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information contained under the headings “Equity Compensation Plan Information” and “Beneficial Ownership of Shares” in the Proxy Statement is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions, and Director Independence
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YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:42888
ticker:GGG
name:GRACO INC
exchange:NYSE
filing_type:10-K
Text:
"Pay Versus Performance"); “Compensation Committee Interlocks and Insider Participation” and “Report of the Management Organization and Compensation Committee” in the Proxy Statement is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information contained under the headings “Equity Compensation Plan Information” and “Beneficial Ownership of Shares” in the Proxy Statement is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information under the headings “Related Person Transaction Approval Policy” and “Director Independence” in the Proxy Statement is incorporated herein by reference.
Item 14. Principal Accountant Fees and Services
The information under the headings “Independent Registered Public Accounting Firm Fees and Services” and “Pre-Approval Policies” in the Proxy Statement is incorporated herein by reference.
63
Table of Contents
PART IV
Item 15. Exhibits and Financial Statement Schedules
(a)
The following documents are filed as part of this report:
Page
(1)
Financial Statements
36
(2)
Financial Statement Schedule
All financial statement schedules are omitted as the required information is inapplicable or the information is presented in the consolidated financial statements or related notes.
(3)
Management Contract,
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YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:42888
ticker:GGG
name:GRACO INC
exchange:NYSE
filing_type:10-K
Text:
Pre-Approval Policies” in the Proxy Statement is incorporated herein by reference.
63
Table of Contents
PART IV
Item 15. Exhibits and Financial Statement Schedules
(a)
The following documents are filed as part of this report:
Page
(1)
Financial Statements
36
(2)
Financial Statement Schedule
All financial statement schedules are omitted as the required information is inapplicable or the information is presented in the consolidated financial statements or related notes.
(3)
Management Contract, Compensatory Plan or Arrangement. (See Exhibit Index)
65
Those entries marked by an asterisk are Management Contracts, Compensatory Plans or Arrangements.
64
Table of Contents
Exhibit Index
ExhibitNumber
Description
3.1
Restated Articles of Incorporation as amended December 8, 2017. (Incorporated by reference to Exhibit 3.1 to the Company’s Report on Form 8-K filed December 8, 2017.)
3.2
Restated Bylaws as amended February 17, 2023.
4.1
Description of Our Securities. (Incorporated by reference to Exhibit 4.1 to the Company’s 2019 Annual Report on Form 10
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YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:42888
ticker:GGG
name:GRACO INC
exchange:NYSE
filing_type:10-K
Text:
ated Articles of Incorporation as amended December 8, 2017. (Incorporated by reference to Exhibit 3.1 to the Company’s Report on Form 8-K filed December 8, 2017.)
3.2
Restated Bylaws as amended February 17, 2023.
4.1
Description of Our Securities. (Incorporated by reference to Exhibit 4.1 to the Company’s 2019 Annual Report on Form 10-K.)
10.1
Graco Inc. Incentive Bonus Plan. (Incorporated by reference to Exhibit 10.1 to the Company's Report on Form 8-K filed September 19, 2019.)
10.2
Graco Inc. 2010 Stock Incentive Plan. (Incorporated by reference to Appendix A to the Company’s Definitive Proxy Statement on Schedule 14A filed March 11, 2010.)
10.3
Graco Inc. 2015 Stock Incentive Plan. (Incorporated by reference to Appendix A to the Company’s Definitive Proxy Statement on Schedule 14A filed March 11, 2015.)
10.4
Graco Inc.
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YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:42888
ticker:GGG
name:GRACO INC
exchange:NYSE
filing_type:10-K
Text:
2010 Stock Incentive Plan. (Incorporated by reference to Appendix A to the Company’s Definitive Proxy Statement on Schedule 14A filed March 11, 2010.)
10.3
Graco Inc. 2015 Stock Incentive Plan. (Incorporated by reference to Appendix A to the Company’s Definitive Proxy Statement on Schedule 14A filed March 11, 2015.)
10.4
Graco Inc. 2019 Stock Incentive Plan. (Incorporated by reference to Appendix A to the Company’s Definitive Proxy Statement on Schedule 14A filed March 13, 2019.)
10.5
Deferred Compensation Plan (2005 Statement) as amended and restated on April 4, 2005. (Incorporated by reference to Exhibit 10.1 of the Company’s Report on Form 10-Q for the thirteen weeks ended July 1, 2005.) Second Amendment dated November 1, 2005. (Incorporated by reference to Exhibit 10.8 to the Company’s 2005 Annual Report on Form 10-K.) Third Amendment adopted on December 29, 2008. (
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YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:42888
ticker:GGG
name:GRACO INC
exchange:NYSE
filing_type:10-K
Text:
and restated on April 4, 2005. (Incorporated by reference to Exhibit 10.1 of the Company’s Report on Form 10-Q for the thirteen weeks ended July 1, 2005.) Second Amendment dated November 1, 2005. (Incorporated by reference to Exhibit 10.8 to the Company’s 2005 Annual Report on Form 10-K.) Third Amendment adopted on December 29, 2008. (Incorporated by reference to Exhibit 10.8 to the Company’s 2008 Annual Report on Form 10-K.) Second Amendment dated October 25, 2012. (Incorporated by reference to Exhibit 10.9 to the Company’s 2012 Annual Report on Form 10-K.)
10.6
Graco Restoration Plan (2005 Statement). (Incorporated by reference to Exhibit 10.1 to the Company’s Report on Form 10-Q for the thirteen weeks ended September 29, 2006.) First Amendment adopted December 8, 2006. (Incorporated by reference to Exhibit 10.12 to the Company’s 2006 Annual Report on Form 10-K.) Second Amendment
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YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:42888
ticker:GGG
name:GRACO INC
exchange:NYSE
filing_type:10-K
Text:
2012 Annual Report on Form 10-K.)
10.6
Graco Restoration Plan (2005 Statement). (Incorporated by reference to Exhibit 10.1 to the Company’s Report on Form 10-Q for the thirteen weeks ended September 29, 2006.) First Amendment adopted December 8, 2006. (Incorporated by reference to Exhibit 10.12 to the Company’s 2006 Annual Report on Form 10-K.) Second Amendment adopted August 15, 2007. (Incorporated by reference to Exhibit 10.1 to the Company’s Report on Form 10-Q for the thirteen weeks ended September 28, 2007.) Third Amendment adopted March 27, 2008. (Incorporated by reference to Exhibit 10.1 to the Company’s Report on Form 10-Q for the thirteen weeks ended March 28, 2008.) Fourth Amendment adopted December 29, 2008. (Incorporated by reference to Exhibit 10.11 to the Company’s 2008 Annual Report on Form 10-K.) Fifth Amendment adopted September 16, 2010. (Incorporated by reference to Exhibit 10.1 to
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YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:42888
ticker:GGG
name:GRACO INC
exchange:NYSE
filing_type:10-K
Text:
(Incorporated by reference to Exhibit 10.1 to the Company’s Report on Form 10-Q for the thirteen weeks ended March 28, 2008.) Fourth Amendment adopted December 29, 2008. (Incorporated by reference to Exhibit 10.11 to the Company’s 2008 Annual Report on Form 10-K.) Fifth Amendment adopted September 16, 2010. (Incorporated by reference to Exhibit 10.1 to the Company’s Report on Form 10-Q for the thirteen weeks ended September 24, 2010.) Sixth Amendment adopted February 15, 2018 (Incorporated by reference to Exhibit 10.7 to the Company’s 2017 Annual Report on Form 10-K.) Seventh Amendment adopted December 6, 2018. (Incorporated by reference to Exhibit 10.6 to the Company’s 2018 Annual Report on Form 10-K.)
10.7
Graco Inc. Retirement Plan for Non-Employee Directors. (Incorporated by reference to Exhibit 10.7 to the Company’s 2018 Annual Report on Form 10-K.) (Initially filed by the Company in paper form as Attachment C to
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YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:42888
ticker:GGG
name:GRACO INC
exchange:NYSE
filing_type:10-K
Text:
10-K.) Seventh Amendment adopted December 6, 2018. (Incorporated by reference to Exhibit 10.6 to the Company’s 2018 Annual Report on Form 10-K.)
10.7
Graco Inc. Retirement Plan for Non-Employee Directors. (Incorporated by reference to Exhibit 10.7 to the Company’s 2018 Annual Report on Form 10-K.) (Initially filed by the Company in paper form as Attachment C to Item 5 to the Company’s Report on Form 10-Q for the thirteen weeks ended March 29, 1991.) First Amendment adopted on December 29, 2008. (Incorporated by reference to Exhibit 10.10 to the Company’s 2008 Annual Report on Form 10-K.)
10.8
Stock Option Agreement. Form of agreement used for award of non-incentive stock options to nonemployee directors under the Graco Inc. 2010 Stock Incentive Plan in 2011. (Incorporated by reference to Exhibit 10.16 to the Company’s 2010 Annual Report on Form 10-K.) Amended form of agreement for awards made to nonemployee directors comm
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YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:42888
ticker:GGG
name:GRACO INC
exchange:NYSE
filing_type:10-K
Text:
2008 Annual Report on Form 10-K.)
10.8
Stock Option Agreement. Form of agreement used for award of non-incentive stock options to nonemployee directors under the Graco Inc. 2010 Stock Incentive Plan in 2011. (Incorporated by reference to Exhibit 10.16 to the Company’s 2010 Annual Report on Form 10-K.) Amended form of agreement for awards made to nonemployee directors commencing in 2012 (and subsequently used for awards made to nonemployee directors under the Graco Inc. 2015 Stock Incentive Plan in 2015). (Incorporated by reference to Exhibit 10.4 of the Company’s Report on Form 10-Q for the thirteen weeks ended March 30, 2012.)
10.9
Stock Option Agreement. Form of agreement used for award of non-incentive stock options to executive officers under the Graco Inc. 2010 Stock Incentive Plan in 2011. (Incorporated by reference to Exhibit 10.4 to the Company’s Report on Form 10-Q for the thirteen weeks ended April 1, 2011.) Amended form of agreement
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YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:42888
ticker:GGG
name:GRACO INC
exchange:NYSE
filing_type:10-K
Text:
10-Q for the thirteen weeks ended March 30, 2012.)
10.9
Stock Option Agreement. Form of agreement used for award of non-incentive stock options to executive officers under the Graco Inc. 2010 Stock Incentive Plan in 2011. (Incorporated by reference to Exhibit 10.4 to the Company’s Report on Form 10-Q for the thirteen weeks ended April 1, 2011.) Amended form of agreement for awards made to executive officers commencing in 2012. (Incorporated by reference to Exhibit 10.3 of the Company’s Report on Form 10-Q for the thirteen weeks ended March 30, 2012.)
65
Table of Contents
66
10.10
Stock Option Agreement. Form of agreement used for award of non-incentive stock options to Chief Executive Officer under the Graco Inc. 2010 Stock Incentive Plan in 2011. (Incorporated by reference to Exhibit 10.3 to the Company’s Report on Form 10-Q for the thirteen weeks ended April 1, 2011.) Amended form of agreement for awards made to Chief Executive Officer commencing in 2012.
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YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:42888
ticker:GGG
name:GRACO INC
exchange:NYSE
filing_type:10-K
Text:
10.10
Stock Option Agreement. Form of agreement used for award of non-incentive stock options to Chief Executive Officer under the Graco Inc. 2010 Stock Incentive Plan in 2011. (Incorporated by reference to Exhibit 10.3 to the Company’s Report on Form 10-Q for the thirteen weeks ended April 1, 2011.) Amended form of agreement for awards made to Chief Executive Officer commencing in 2012. (Incorporated by reference to Exhibit 10.2 of the Company’s Report on Form 10-Q for the thirteen weeks ended March 30, 2012.)
10.11
Stock Option Agreement. Form of agreement used for award of non-incentive stock options to nonemployee directors under the Graco Inc. 2015 Stock Incentive Plan commencing in 2016. (Incorporated by reference to Exhibit 10.1 to the Company’s Report on Form 10-Q for the thirteen weeks ended June 24, 2016.)
10.12
Stock Option Agreement. Form of agreement used for award of non-incentive stock options to executive officers under the Graco Inc. 2015 Stock Incentive Plan
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YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:42888
ticker:GGG
name:GRACO INC
exchange:NYSE
filing_type:10-K
Text:
options to nonemployee directors under the Graco Inc. 2015 Stock Incentive Plan commencing in 2016. (Incorporated by reference to Exhibit 10.1 to the Company’s Report on Form 10-Q for the thirteen weeks ended June 24, 2016.)
10.12
Stock Option Agreement. Form of agreement used for award of non-incentive stock options to executive officers under the Graco Inc. 2015 Stock Incentive Plan commencing in 2016. (Incorporated by reference to Exhibit 10.2 to the Company’s Report on Form 10-Q for the thirteen weeks ended March 25, 2016.)
10.13
Stock Option Agreement. Form of agreement used for award of non-incentive stock options to Chief Executive Officer under the Graco Inc. 2015 Stock Incentive Plan commencing in 2016. (Incorporated by reference to Exhibit 10.1 to the Company’s Report on Form 10-Q for the thirteen weeks ended March 25, 2016.)
10.14
Stock Option Agreement. Form of agreement used for award of non-incentive stock options to nonemployee directors under the Graco Inc.
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YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:42888
ticker:GGG
name:GRACO INC
exchange:NYSE
filing_type:10-K
Text:
award of non-incentive stock options to Chief Executive Officer under the Graco Inc. 2015 Stock Incentive Plan commencing in 2016. (Incorporated by reference to Exhibit 10.1 to the Company’s Report on Form 10-Q for the thirteen weeks ended March 25, 2016.)
10.14
Stock Option Agreement. Form of agreement used for award of non-incentive stock options to nonemployee directors under the Graco Inc. 2019 Stock Incentive Plan commencing in 2019. (Incorporated by reference to Exhibit 10.2 to the Company’s Report on Form 10-Q for the thirteen weeks ended June 28, 2019.)
10.15
Stock Option Agreement. Form of agreement used for award of non-incentive stock options to executive officers under the Graco Inc. 2019 Stock Incentive Plan commencing in 2020. (Incorporated by reference to Exhibit 10.22 to the Company’s 2019 Annual Report on Form 10-K.)
10.16
Stock Option Agreement. Form of agreement used for award of non-incentive stock options to Chief Executive Officer under the Graco Inc.
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YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:42888
ticker:GGG
name:GRACO INC
exchange:NYSE
filing_type:10-K
Text:
Option Agreement. Form of agreement used for award of non-incentive stock options to executive officers under the Graco Inc. 2019 Stock Incentive Plan commencing in 2020. (Incorporated by reference to Exhibit 10.22 to the Company’s 2019 Annual Report on Form 10-K.)
10.16
Stock Option Agreement. Form of agreement used for award of non-incentive stock options to Chief Executive Officer under the Graco Inc. 2019 Stock Incentive Plan commencing in 2020. (Incorporated by reference to Exhibit 10.21 to the Company’s 2019 Annual Report on Form 10-K.)
10.17
Executive Officer Restricted Stock Unit Agreement. Form of agreement used to award restricted stock units to Dale D. Johnson under the Graco Inc. 2019 Stock Incentive Plan. (Incorporated by reference to Exhibit 10.1 to the Company’s Report on Form 8-K filed February 26, 2021.)
10.18
Nonemployee Director Stock and Deferred Stock Program (2019 Restatement). (Incorporated by reference to Exhibit 10.3 to the Company’s Report on Form 10-Q
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YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:42888
ticker:GGG
name:GRACO INC
exchange:NYSE
filing_type:10-K
Text:
used to award restricted stock units to Dale D. Johnson under the Graco Inc. 2019 Stock Incentive Plan. (Incorporated by reference to Exhibit 10.1 to the Company’s Report on Form 8-K filed February 26, 2021.)
10.18
Nonemployee Director Stock and Deferred Stock Program (2019 Restatement). (Incorporated by reference to Exhibit 10.3 to the Company’s Report on Form 10-Q for the thirteen weeks ended June 28, 2019.)
10.19
Key Employee Agreement. Form of agreement used with Chief Executive Officer and other executive officers. (Incorporated by reference to Exhibit 10.1 to the Company’s Report on Form 8-K filed April 27, 2021.)
10.20
Executive Group Long-Term Disability Policy as revised in 1995. (Incorporated by reference to Exhibit 10.23 to the Company’s 2004 Annual Report on Form 10-K.) Enhanced by Supplemental Income Protection Plan in 2004. (Incorporated by reference to Exhibit 10.28 to the Company’s 2007 Annual Report on Form 10-K.)
10.21
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YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:42888
ticker:GGG
name:GRACO INC
exchange:NYSE
filing_type:10-K
Text:
-K filed April 27, 2021.)
10.20
Executive Group Long-Term Disability Policy as revised in 1995. (Incorporated by reference to Exhibit 10.23 to the Company’s 2004 Annual Report on Form 10-K.) Enhanced by Supplemental Income Protection Plan in 2004. (Incorporated by reference to Exhibit 10.28 to the Company’s 2007 Annual Report on Form 10-K.)
10.21
Amended and Restated Credit Agreement, dated March 25, 2021, among Graco Inc., the borrowing subsidiaries from time to time party thereto, the banks from time to time party thereto and U.S. Bank National Association, as administrative agent. (Incorporated by reference to Exhibit 10.1 to the Company’s Report on Form 8-K filed March 26, 2021.)
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Table of Contents
10.22
Note Agreement, dated March 11, 2011, between Graco Inc. and the Purchasers listed on the Purchaser Schedule attached thereto, which includes as exhibits the form of Senior Notes. (Incorporated by reference to Exhibit 10.1 to the Company’s Report on
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YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:42888
ticker:GGG
name:GRACO INC
exchange:NYSE
filing_type:10-K
Text:
corporated by reference to Exhibit 10.1 to the Company’s Report on Form 8-K filed March 26, 2021.)
66
Table of Contents
10.22
Note Agreement, dated March 11, 2011, between Graco Inc. and the Purchasers listed on the Purchaser Schedule attached thereto, which includes as exhibits the form of Senior Notes. (Incorporated by reference to Exhibit 10.1 to the Company’s Report on Form 8-K filed March 16, 2011.) Amendment No. 1 dated May 23, 2011. (Incorporated by reference to Exhibit 10.2 to the Company’s Report on Form 10-Q for the thirteen weeks ended July 1, 2011.) Amendment and Restatement No. 1 to Note Agreement dated as of March 27, 2012. (Incorporated by reference to Exhibit 10.2 to the Company’s Report on Form 8-K filed April 2, 2012.) Amendment No. 2 dated as of June 26, 2014 to Note Agreement dated as of March 11, 2011. (Incorporated by reference to Exhibit
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YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:42888
ticker:GGG
name:GRACO INC
exchange:NYSE
filing_type:10-K
Text:
1, 2011.) Amendment and Restatement No. 1 to Note Agreement dated as of March 27, 2012. (Incorporated by reference to Exhibit 10.2 to the Company’s Report on Form 8-K filed April 2, 2012.) Amendment No. 2 dated as of June 26, 2014 to Note Agreement dated as of March 11, 2011. (Incorporated by reference to Exhibit 10.1 to the Company’s Report on Form 10-Q for the thirteen weeks ended June 27, 2014.) Amendment No. 3 dated as of December 15, 2016 to Note Agreement dated as of March 11, 2011. (Incorporated by reference to Exhibit 10.28 to the Company’s 2016 Annual Report on Form 10-K.) Amendment No. 4 dated May 23, 2017 to Note Agreement dated as of March 11, 2011. (Incorporated by reference to Exhibit 10.1 to the Company’s 10-Q for the thirteen weeks ended June 30, 2017.) Amendment No. 5 dated April 17, 2020
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YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:42888
ticker:GGG
name:GRACO INC
exchange:NYSE
filing_type:10-K
Text:
Incorporated by reference to Exhibit 10.28 to the Company’s 2016 Annual Report on Form 10-K.) Amendment No. 4 dated May 23, 2017 to Note Agreement dated as of March 11, 2011. (Incorporated by reference to Exhibit 10.1 to the Company’s 10-Q for the thirteen weeks ended June 30, 2017.) Amendment No. 5 dated April 17, 2020 to Note Agreement dated as of March 11, 2011. (Incorporated by reference to Exhibit 10.4 to the Company’s 10-Q for the thirteen weeks ended March 27, 2020.)
10.23
Master Note Agreement, dated January 29, 2020, between Graco Inc. and NYL Investors LLC. (Incorporated by reference to Exhibit 10.1 to the Company’s Report on Form 8-K filed February 3, 2020.) First Amendment to Master Note Agreement, dated December 16, 2022. (Incorporated by reference to Exhibit 10.1 to the Company’s Report on Form 8-K filed December 16, 2022.)
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YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:42888
ticker:GGG
name:GRACO INC
exchange:NYSE
filing_type:10-K
Text:
January 29, 2020, between Graco Inc. and NYL Investors LLC. (Incorporated by reference to Exhibit 10.1 to the Company’s Report on Form 8-K filed February 3, 2020.) First Amendment to Master Note Agreement, dated December 16, 2022. (Incorporated by reference to Exhibit 10.1 to the Company’s Report on Form 8-K filed December 16, 2022.)
11
Statement of Computation of Earnings per share included in Note I on page 54
21
Subsidiaries of the Company
23
Independent Registered Public Accounting Firm’s Consent
24
Power of Attorney
31.1
Certification of President and Chief Executive Officer pursuant to Rule 13a-14(a)
31.2
Certification of Chief Financial Officer pursuant to Rule 13a-14(a)
32
Certification of President and Chief Executive Officer and Chief Financial Officer pursuant to Section 1350 of Title 18, U.S.C.
101
Interactive data files pursuant to Rule 405 of Regulation S-T formatted in iXBRL (Inline eXtensible Business Reporting Language).
104
Cover Page Interactive Data File (formatted as
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YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:42888
ticker:GGG
name:GRACO INC
exchange:NYSE
filing_type:10-K
Text:
Executive Officer pursuant to Rule 13a-14(a)
31.2
Certification of Chief Financial Officer pursuant to Rule 13a-14(a)
32
Certification of President and Chief Executive Officer and Chief Financial Officer pursuant to Section 1350 of Title 18, U.S.C.
101
Interactive data files pursuant to Rule 405 of Regulation S-T formatted in iXBRL (Inline eXtensible Business Reporting Language).
104
Cover Page Interactive Data File (formatted as iXBRL and contained in Exhibit 101).
Management Contracts, Compensatory Plans or Arrangements.
Pursuant to Item 601(b)(4)(iii) of Regulation S-K, copies of certain instruments defining the rights of holders of certain long-term debt of the Company and its subsidiaries are not filed as exhibits because the amount of debt authorized under any such instrument does not exceed 10 percent of the total assets of the Company and its subsidiaries. GRACO INC agrees to furnish copies thereof to the Securities and Exchange Commission upon request.
Item 16. Form 10-K Summary
None.
67
Table of Contents
Signatures
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registr
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YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:42888
ticker:GGG
name:GRACO INC
exchange:NYSE
filing_type:10-K
Text:
Company and its subsidiaries are not filed as exhibits because the amount of debt authorized under any such instrument does not exceed 10 percent of the total assets of the Company and its subsidiaries. GRACO INC agrees to furnish copies thereof to the Securities and Exchange Commission upon request.
Item 16. Form 10-K Summary
None.
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Table of Contents
Signatures
Pursuant to the requirements of Section 13 or 15(d) 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.
/s/ Mark W. Sheahan
February 21, 2023
Mark W. Sheahan
President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
/s/ Mark W. Sheahan
February 21, 2023
Mark W. Sheahan
President and Chief Executive Officer
(Principal Executive Officer)
/s/ David M. Lowe
February 21, 2023
David M. Lowe
Chief Financial Officer and Treasurer
(Principal
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:42888
ticker:GGG
name:GRACO INC
exchange:NYSE
filing_type:10-K
Text:
uant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
/s/ Mark W. Sheahan
February 21, 2023
Mark W. Sheahan
President and Chief Executive Officer
(Principal Executive Officer)
/s/ David M. Lowe
February 21, 2023
David M. Lowe
Chief Financial Officer and Treasurer
(Principal Financial Officer)
/s/ Kathryn L. Schoenrock
February 21, 2023
Kathryn L. Schoenrock
Executive Vice President, Corporate Controller and Information Systems
(Principal Accounting Officer)
Lee R. Mitau
Director, Chairman of the Board
Brett C. Carter
Director
Eric P. Etchart
Director
Jody H. Feragen
Director
J. Kevin Gilligan
Director
Martha A. Morfitt
Director
Mark W. Sheahan
Director
R. William Van Sant
Director
Kevin J. Wheeler
Director
Mark W. Sheahan, by signing his name hereto, does hereby sign this document on behalf of himself and each of the above named directors of the Registrant
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:42888
ticker:GGG
name:GRACO INC
exchange:NYSE
filing_type:10-K
Text:
Brett C. Carter
Director
Eric P. Etchart
Director
Jody H. Feragen
Director
J. Kevin Gilligan
Director
Martha A. Morfitt
Director
Mark W. Sheahan
Director
R. William Van Sant
Director
Kevin J. Wheeler
Director
Mark W. Sheahan, by signing his name hereto, does hereby sign this document on behalf of himself and each of the above named directors of the Registrant pursuant to powers of attorney duly executed by such persons.
/s/ Mark W. Sheahan
February 21, 2023
Mark W. Sheahan
(For himself and as attorney-in-fact)
68
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:42888
ticker:GGG
name:GRACO INC
exchange:NYSE
filing_type:10-Q
Text:
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
Quarterly Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934
For the quarterly period ended
March 31, 2023
Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from to
Commission File Number:
001-09249
GRACO INC.
(Exact name of registrant as specified in its charter)
Minnesota
41-0285640
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification Number)
88 - 11th Avenue N.E.
Minneapolis,
Minnesota
55413
(Address of principal executive offices)
(Zip Code)
(612)
623-6000
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, par value $1.00 per share
GGG
The
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:42888
ticker:GGG
name:GRACO INC
exchange:NYSE
filing_type:10-Q
Text:
88 - 11th Avenue N.E.
Minneapolis,
Minnesota
55413
(Address of principal executive offices)
(Zip Code)
(612)
623-6000
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, par value $1.00 per share
GGG
The New York Stock Exchange
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes
No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes
No
Ind
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:42888
ticker:GGG
name:GRACO INC
exchange:NYSE
filing_type:10-Q
Text:
that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes
No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes
No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Accelerated filer
Non-accelerated filer
Smaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:42888
ticker:GGG
name:GRACO INC
exchange:NYSE
filing_type:10-Q
Text:
,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Accelerated filer
Non-accelerated filer
Smaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes
No
168,340,317 shares of the Registrant’s Common Stock, $1.00 par value, were outstanding as of April 12, 2023.
TABLE OF CONTENTS
Page
PART I - FINANCIAL INFORMATION
Item 1.
Financial Statements
Consolidated Statements of Earnings
Consolidated Statements of Comprehensive Income
Consolidated Balance Sheets
Consolidated Statements of Cash Flows
Consolidated Statements of Shareholders' Equity
Notes to Consolidated Financial Statements
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
14
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:42888
ticker:GGG
name:GRACO INC
exchange:NYSE
filing_type:10-Q
Text:
of April 12, 2023.
TABLE OF CONTENTS
Page
PART I - FINANCIAL INFORMATION
Item 1.
Financial Statements
Consolidated Statements of Earnings
Consolidated Statements of Comprehensive Income
Consolidated Balance Sheets
Consolidated Statements of Cash Flows
Consolidated Statements of Shareholders' Equity
Notes to Consolidated Financial Statements
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
14
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
20
Item 4.
Controls and Procedures
20
PART II - OTHER INFORMATION
Item 1A.
Risk Factors
21
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
22
Item 6.
Exhibits
23
SIGNATURES
EXHIBITS
Table of Contents
PART I Item 1.
GRACO INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
(Unaudited) (In thousands except per share amounts)
Three Months Ended
March 31,2023
April 1,2022
Net Sales
529,646
494
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:42888
ticker:GGG
name:GRACO INC
exchange:NYSE
filing_type:10-Q
Text:
Securities and Use of Proceeds
22
Item 6.
Exhibits
23
SIGNATURES
EXHIBITS
Table of Contents
PART I Item 1.
GRACO INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
(Unaudited) (In thousands except per share amounts)
Three Months Ended
March 31,2023
April 1,2022
Net Sales
529,646
494,285
Cost of products sold
244,506
239,810
Gross Profit
285,140
254,475
Product development
20,479
19,078
Selling, marketing and distribution
65,383
62,995
General and administrative
42,610
44,039
Operating Earnings
156,668
128,363
Interest expense
1,347
5,287
Other (income) expense, net
(2,029)
153
Earnings Before Income Taxes
157,350
122,923
Income taxes
28,184
22,080
Net Earnings
129,166
100,843
Net Earnings per Common Share
Basic
0.77
0.
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:42888
ticker:GGG
name:GRACO INC
exchange:NYSE
filing_type:10-Q
Text:
administrative
42,610
44,039
Operating Earnings
156,668
128,363
Interest expense
1,347
5,287
Other (income) expense, net
(2,029)
153
Earnings Before Income Taxes
157,350
122,923
Income taxes
28,184
22,080
Net Earnings
129,166
100,843
Net Earnings per Common Share
Basic
0.77
0.59
Diluted
0.75
0.58
See notes to consolidated financial statements.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited) (In thousands)
Three Months Ended
March 31,2023
April 1,2022
Net Earnings
129,166
100,843
Components of other comprehensiveincome (loss)
Cumulative translation adjustment
4,975
(2,960)
Pension and postretirement medical liability adjustment
1,132
894
Income taxes - pension and postretirementmedical liability adjustment
(244)
(194)
Other comprehensive income (loss)
5,863
(2,260)
Comprehensive Income
135,029
98,583
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:42888
ticker:GGG
name:GRACO INC
exchange:NYSE
filing_type:10-Q
Text:
1,2022
Net Earnings
129,166
100,843
Components of other comprehensiveincome (loss)
Cumulative translation adjustment
4,975
(2,960)
Pension and postretirement medical liability adjustment
1,132
894
Income taxes - pension and postretirementmedical liability adjustment
(244)
(194)
Other comprehensive income (loss)
5,863
(2,260)
Comprehensive Income
135,029
98,583
See notes to consolidated financial statements.
Table of Contents
GRACO INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited) (In thousands)
March 31,2023
December 30,2022
ASSETS
Current Assets
Cash and cash equivalents
395,313
339,196
Accounts receivable, less allowances of $5,600 and $7,000
356,473
346,010
Inventories
497,242
476,790
Other current assets
39,433
43,624
Total current assets
1,288,461
1,205,620
Property, Plant and Equipment, net
633,482
607,609
Goodwill
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:42888
ticker:GGG
name:GRACO INC
exchange:NYSE
filing_type:10-Q
Text:
Current Assets
Cash and cash equivalents
395,313
339,196
Accounts receivable, less allowances of $5,600 and $7,000
356,473
346,010
Inventories
497,242
476,790
Other current assets
39,433
43,624
Total current assets
1,288,461
1,205,620
Property, Plant and Equipment, net
633,482
607,609
Goodwill
370,103
368,171
Other Intangible Assets, net
134,131
137,507
Operating Lease Assets
29,742
29,785
Deferred Income Taxes
56,183
57,090
Other Assets
34,161
33,118
Total Assets
2,546,263
2,438,900
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities
Notes payable to banks
41,910
20,974
Trade accounts payable
80,375
84,218
Salaries and incentives
43,342
63,969
Dividends payable
39,457
39,963
Other current liabilities
176,614
190,793
Total current liabilities
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:42888
ticker:GGG
name:GRACO INC
exchange:NYSE
filing_type:10-Q
Text:
118
Total Assets
2,546,263
2,438,900
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities
Notes payable to banks
41,910
20,974
Trade accounts payable
80,375
84,218
Salaries and incentives
43,342
63,969
Dividends payable
39,457
39,963
Other current liabilities
176,614
190,793
Total current liabilities
381,698
399,917
Long-term Debt
75,000
75,000
Retirement Benefits and Deferred Compensation
61,994
61,672
Operating Lease Liabilities
21,384
21,057
Deferred Income Taxes
8,986
9,443
Other Non-current Liabilities
10,858
12,159
Shareholders’ Equity
Common stock
168,308
167,702
Additional paid-in-capital
821,570
784,477
Retained earnings
1,059,980
976,851
Accumulated other comprehensive income (loss)
(63,515)
(69,378)
Total shareholders’ equity
1,986,343
1,859,652
Total Li
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:42888
ticker:GGG
name:GRACO INC
exchange:NYSE
filing_type:10-Q
Text:
9,443
Other Non-current Liabilities
10,858
12,159
Shareholders’ Equity
Common stock
168,308
167,702
Additional paid-in-capital
821,570
784,477
Retained earnings
1,059,980
976,851
Accumulated other comprehensive income (loss)
(63,515)
(69,378)
Total shareholders’ equity
1,986,343
1,859,652
Total Liabilities and Shareholders’ Equity
2,546,263
2,438,900
See notes to consolidated financial statements.
Table of Contents
GRACO INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited) (In thousands)
Three Months Ended
March 31,2023
April 1,2022
Cash Flows From Operating Activities
Net Earnings
129,166
100,843
Adjustments to reconcile net earnings to net cashprovided by operating activities
Depreciation and amortization
17,987
15,570
Deferred income taxes
230
10,973
Share-based compensation
8,914
7,088
Change in
Accounts receivable
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:42888
ticker:GGG
name:GRACO INC
exchange:NYSE
filing_type:10-Q
Text:
ited) (In thousands)
Three Months Ended
March 31,2023
April 1,2022
Cash Flows From Operating Activities
Net Earnings
129,166
100,843
Adjustments to reconcile net earnings to net cashprovided by operating activities
Depreciation and amortization
17,987
15,570
Deferred income taxes
230
10,973
Share-based compensation
8,914
7,088
Change in
Accounts receivable
(8,519)
(14,296)
Inventories
(18,959)
(52,979)
Trade accounts payable
(3,802)
9,216
Salaries and incentives
(21,303)
(35,341)
Retirement benefits and deferred compensation
1,156
(136)
Other accrued liabilities
(10,787)
(8,690)
Other
(3,254)
(923)
Net cash provided by operating activities
90,829
31,325
Cash Flows From Investing Activities
Property, plant and equipment additions
(38,290)
(47,093)
Acquisition of businesses, net of cash acquired
(25,016)
Other
(352)
(134)
Net cash used
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:42888
ticker:GGG
name:GRACO INC
exchange:NYSE
filing_type:10-Q
Text:
and deferred compensation
1,156
(136)
Other accrued liabilities
(10,787)
(8,690)
Other
(3,254)
(923)
Net cash provided by operating activities
90,829
31,325
Cash Flows From Investing Activities
Property, plant and equipment additions
(38,290)
(47,093)
Acquisition of businesses, net of cash acquired
(25,016)
Other
(352)
(134)
Net cash used in investing activities
(38,642)
(72,243)
Cash Flows From Financing Activities
Borrowings on short-term lines of credit, net
20,721
(3,420)
Payments on long-term debt
(75,000)
Payments of debt issuance costs
(6)
Common stock issued
31,026
21,294
Common stock repurchased
(7,766)
(108,706)
Taxes paid related to net share settlement of equity awards
(1,225)
(1,219)
Cash dividends paid
(39,431)
(35,801)
Net cash provided (used) in financing activities
3,319
(202,852)
Effect of exchange rate changes on cash
611
(45
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:42888
ticker:GGG
name:GRACO INC
exchange:NYSE
filing_type:10-Q
Text:
issuance costs
(6)
Common stock issued
31,026
21,294
Common stock repurchased
(7,766)
(108,706)
Taxes paid related to net share settlement of equity awards
(1,225)
(1,219)
Cash dividends paid
(39,431)
(35,801)
Net cash provided (used) in financing activities
3,319
(202,852)
Effect of exchange rate changes on cash
611
(45)
Net increase (decrease) in cash and cash equivalents
56,117
(243,815)
Cash and Cash Equivalents
Beginning of year
339,196
624,302
End of period
395,313
380,487
See notes to consolidated financial statements.
Table of Contents
GRACO INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(Unaudited) (In thousands)
CommonStock
AdditionalPaid-InCapital
RetainedEarnings
AccumulatedOtherComprehensiveIncome (Loss)
Total
Three Months Ended March 31, 2023
Balance, December 30, 2022
167,702
784,477
976,
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:42888
ticker:GGG
name:GRACO INC
exchange:NYSE
filing_type:10-Q
Text:
consolidated financial statements.
Table of Contents
GRACO INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(Unaudited) (In thousands)
CommonStock
AdditionalPaid-InCapital
RetainedEarnings
AccumulatedOtherComprehensiveIncome (Loss)
Total
Three Months Ended March 31, 2023
Balance, December 30, 2022
167,702
784,477
976,851
(69,378)
1,859,652
Shares issued
721
29,080
29,801
Shares repurchased
(115)
(539)
(7,112)
(7,766)
Stock compensation cost
8,552
8,552
Net earnings
129,166
129,166
Dividends declared ($0.235 per share)
(38,925)
(38,925)
Other comprehensive income (loss)
5,863
5,863
Balance, March 31, 2023
168,308
821,570
1,059,980
(63,515)
1,986,343
Three Months Ended April 1, 2022
Balance, December 31,
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:42888
ticker:GGG
name:GRACO INC
exchange:NYSE
filing_type:10-Q
Text:
552
Net earnings
129,166
129,166
Dividends declared ($0.235 per share)
(38,925)
(38,925)
Other comprehensive income (loss)
5,863
5,863
Balance, March 31, 2023
168,308
821,570
1,059,980
(63,515)
1,986,343
Three Months Ended April 1, 2022
Balance, December 31, 2021
170,308
742,288
876,916
(80,169)
1,709,343
Shares issued
437
19,638
20,075
Shares repurchased
(1,522)
(6,636)
(100,548)
(108,706)
Stock compensation cost
6,670
6,670
Restricted stock canceled (issued)
(1)
(1)
Net earnings
100,843
100,843
Dividends declared ($0.210 per share)
(35,708)
(35,708)
Other comprehensive income (loss)
(2,260)
(2,260)
Balance, April 1, 2022
169,223
761,959
841,
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:42888
ticker:GGG
name:GRACO INC
exchange:NYSE
filing_type:10-Q
Text:
,548)
(108,706)
Stock compensation cost
6,670
6,670
Restricted stock canceled (issued)
(1)
(1)
Net earnings
100,843
100,843
Dividends declared ($0.210 per share)
(35,708)
(35,708)
Other comprehensive income (loss)
(2,260)
(2,260)
Balance, April 1, 2022
169,223
761,959
841,503
(82,429)
1,690,256
See notes to consolidated financial statements.
Table of Contents
GRACO INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1.
Basis of Presentation
The consolidated balance sheet of Graco Inc. and subsidiaries (the “Company”) as of March 31, 2023 and the related statements of earnings, comprehensive income and shareholders' equity for the three months ended March 31, 2023 and April 1, 2022, and cash flows for the three months ended March 31, 2023 and April 1, 2022 have been prepared by the Company and have not been audited.
In the
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:42888
ticker:GGG
name:GRACO INC
exchange:NYSE
filing_type:10-Q
Text:
of Presentation
The consolidated balance sheet of Graco Inc. and subsidiaries (the “Company”) as of March 31, 2023 and the related statements of earnings, comprehensive income and shareholders' equity for the three months ended March 31, 2023 and April 1, 2022, and cash flows for the three months ended March 31, 2023 and April 1, 2022 have been prepared by the Company and have not been audited.
In the opinion of management, these consolidated financial statements reflect all adjustments (consisting of only normal recurring adjustments) necessary to present fairly the financial position of the Company as of March 31, 2023, 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 2022 Annual Report on Form 10-K.
The results of operations for interim periods are not necessarily indicative of results that will be realized for the full fiscal year.
2.
Segment Information
GRACO INC has three reportable segments: Contractor, Industrial and Process. Sales and operating earnings
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:42888
ticker:GGG
name:GRACO INC
exchange:NYSE
filing_type:10-Q
Text:
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 2022 Annual Report on Form 10-K.
The results of operations for interim periods are not necessarily indicative of results that will be realized for the full fiscal year.
2.
Segment Information
GRACO INC has three reportable segments: Contractor, Industrial and Process. Sales and operating earnings by segment were as follows (in thousands):
Three Months Ended
March 31,2023
April 1,2022
Net Sales
Contractor
245,971
234,592
Industrial
150,190
144,669
Process
133,485
115,024
Total
529,646
494,285
Operating Earnings
Contractor
73,772
58,947
Industrial
52,770
52,630
Process
40,565
27,488
Unallocated corporate (expense)
(10,439)
(10,702)
Total
156,668
128,363
Assets by segment were as follows (in thousands):
March 31,2023
December 30,2022
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:42888
ticker:GGG
name:GRACO INC
exchange:NYSE
filing_type:10-Q
Text:
115,024
Total
529,646
494,285
Operating Earnings
Contractor
73,772
58,947
Industrial
52,770
52,630
Process
40,565
27,488
Unallocated corporate (expense)
(10,439)
(10,702)
Total
156,668
128,363
Assets by segment were as follows (in thousands):
March 31,2023
December 30,2022
Contractor
779,617
752,729
Industrial
603,494
578,302
Process
575,792
564,539
Unallocated corporate
587,360
543,330
Total
2,546,263
2,438,900
Table of Contents
Geographic information follows (in thousands):
Three Months Ended
March 31,2023
April 1,2022
Net Sales (based on customer location)
United States
288,989
255,082
Other countries
240,657
239,203
Total
529,646
494,285
March 31,2023
December 30,2022
Long-lived Assets
United States
550,124
532,401
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:42888
ticker:GGG
name:GRACO INC
exchange:NYSE
filing_type:10-Q
Text:
Table of Contents
Geographic information follows (in thousands):
Three Months Ended
March 31,2023
April 1,2022
Net Sales (based on customer location)
United States
288,989
255,082
Other countries
240,657
239,203
Total
529,646
494,285
March 31,2023
December 30,2022
Long-lived Assets
United States
550,124
532,401
Other countries
83,358
75,208
Total
633,482
607,609
3.
Earnings per Share
The following table sets forth the computation of basic and diluted earnings per share (in thousands, except per share amounts):
Three Months Ended
March 31,2023
April 1,2022
Net earnings available to common shareholders
129,166
100,843
Weighted average shares outstanding for basic earnings per share
168,018
169,809
Dilutive effect of stock options computed using the treasury stock method and the average market price
3,658
4,869
Weighted average shares outstanding for diluted earnings per share
171,676
174,678
Basic earnings per share
0.
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:42888
ticker:GGG
name:GRACO INC
exchange:NYSE
filing_type:10-Q
Text:
31,2023
April 1,2022
Net earnings available to common shareholders
129,166
100,843
Weighted average shares outstanding for basic earnings per share
168,018
169,809
Dilutive effect of stock options computed using the treasury stock method and the average market price
3,658
4,869
Weighted average shares outstanding for diluted earnings per share
171,676
174,678
Basic earnings per share
0.77
0.59
Diluted earnings per share
0.75
0.58
Anti-dilutive shares not included in diluted earnings per share computation
3,235
1,250
Table of Contents
4.
Share-Based Awards
Options on common shares granted and outstanding, as well as the weighted average exercise price, are shown below (in thousands, except exercise prices):
OptionShares
Weighted AverageExercise Price
OptionsExercisable
Weighted AverageExercise Price
Outstanding, December 30, 2022
10,265
44.40
7,793
37.22
Granted
1,101
71.38
Exercised
(427)
29.80
Canceled
(37)
66.
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:42888
ticker:GGG
name:GRACO INC
exchange:NYSE
filing_type:10-Q
Text:
shares granted and outstanding, as well as the weighted average exercise price, are shown below (in thousands, except exercise prices):
OptionShares
Weighted AverageExercise Price
OptionsExercisable
Weighted AverageExercise Price
Outstanding, December 30, 2022
10,265
44.40
7,793
37.22
Granted
1,101
71.38
Exercised
(427)
29.80
Canceled
(37)
66.85
Outstanding, March 31, 2023
10,902
47.63
8,033
39.68
GRACO INC recognized year-to-date share-based compensation of $8.9 million in 2023 and $7.1 million in 2022. As of March 31, 2023, there was $33.0 million of unrecognized compensation cost related to unvested options, expected to be recognized over a weighted average period of 3.1 years.
The fair value of each option grant is estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted average assumptions and results:
Three Months Ended
March 31,2023
April 1,2022
Expected life
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:42888
ticker:GGG
name:GRACO INC
exchange:NYSE
filing_type:10-Q
Text:
2022. As of March 31, 2023, there was $33.0 million of unrecognized compensation cost related to unvested options, expected to be recognized over a weighted average period of 3.1 years.
The fair value of each option grant is estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted average assumptions and results:
Three Months Ended
March 31,2023
April 1,2022
Expected life in years
6.7
7.3
Interest rate
4.0
1.9
Volatility
26.3
25.5
Dividend yield
1.3
1.2
Weighted average fair value per share
21.74
19.06
Under the Company’s Employee Stock Purchase Plan, the Company issued 323,000 shares in 2023 and 298,000 shares in 2022. 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
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:42888
ticker:GGG
name:GRACO INC
exchange:NYSE
filing_type:10-Q
Text:
19.06
Under the Company’s Employee Stock Purchase Plan, the Company issued 323,000 shares in 2023 and 298,000 shares in 2022. 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:
Three Months Ended
March 31,2023
April 1,2022
Expected life in years
1.0
1.0
Interest rate
5.1
0.9
Volatility
26.4
20.5
Dividend yield
1.4
1.2
Weighted average fair value per share
18.04
16.01
Table of Contents
5.
Retirement Benefits
The components of net periodic benefit cost for retirement benefit plans were as follows (in thousands):
Three Months Ended
March 31,2023
April 1,2022
Pension Benefits
Service cost
1,464
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:42888
ticker:GGG
name:GRACO INC
exchange:NYSE
filing_type:10-Q
Text:
0.9
Volatility
26.4
20.5
Dividend yield
1.4
1.2
Weighted average fair value per share
18.04
16.01
Table of Contents
5.
Retirement Benefits
The components of net periodic benefit cost for retirement benefit plans were as follows (in thousands):
Three Months Ended
March 31,2023
April 1,2022
Pension Benefits
Service cost
1,464
2,170
Interest cost
3,777
2,738
Expected return on assets
(3,975)
(4,802)
Amortization and other
440
1,076
Net periodic benefit cost
1,706
1,182
Postretirement Medical
Service cost
100
175
Interest cost
210
225
Amortization
90
175
Net periodic benefit cost
400
575
6.
Shareholders’ Equity
Changes in components of accumulated other comprehensive income (loss), net of tax were as follows (in thousands):
Pension andPostretirementMedical
CumulativeTranslationAdjustment
Total
Three Months Ended March 31, 2023
Balance, December 30, 2022
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:42888
ticker:GGG
name:GRACO INC
exchange:NYSE
filing_type:10-Q
Text:
Postretirement Medical
Service cost
100
175
Interest cost
210
225
Amortization
90
175
Net periodic benefit cost
400
575
6.
Shareholders’ Equity
Changes in components of accumulated other comprehensive income (loss), net of tax were as follows (in thousands):
Pension andPostretirementMedical
CumulativeTranslationAdjustment
Total
Three Months Ended March 31, 2023
Balance, December 30, 2022
(39,734)
(29,644)
(69,378)
Other comprehensive income (loss) before reclassifications
4,975
4,975
Reclassified to pension cost and deferred tax
888
888
Balance, March 31, 2023
(38,846)
(24,669)
(63,515)
Three Months Ended April 1, 2022
Balance, December 31, 2021
(60,107)
(20,062)
(80,169)
Other comprehensive income (loss) before reclassifications
(2,960)
(2,960)
Reclassified to pension cost and deferred tax
700
700
Balance, April 1, 2022
(59,
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:42888
ticker:GGG
name:GRACO INC
exchange:NYSE
filing_type:10-Q
Text:
3
(38,846)
(24,669)
(63,515)
Three Months Ended April 1, 2022
Balance, December 31, 2021
(60,107)
(20,062)
(80,169)
Other comprehensive income (loss) before reclassifications
(2,960)
(2,960)
Reclassified to pension cost and deferred tax
700
700
Balance, April 1, 2022
(59,407)
(23,022)
(82,429)
Amounts related to pension and postretirement medical adjustments are reclassified to non-service components of pension cost that are included within other non-operating expenses.
7.
Receivables and Credit Losses
Accounts receivable includes trade receivables of $345 million and other receivables of $11 million as of March 31, 2023 and $334 million and $12 million, respectively, as of December 30, 2022.
Allowance for Credit Losses
Following is a summary of activity in the year to date allowance for credit losses (in thousands):
10
Table of Contents
March 31,2023
April 1,2022
Balance, beginning
6
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:42888
ticker:GGG
name:GRACO INC
exchange:NYSE
filing_type:10-Q
Text:
ivable includes trade receivables of $345 million and other receivables of $11 million as of March 31, 2023 and $334 million and $12 million, respectively, as of December 30, 2022.
Allowance for Credit Losses
Following is a summary of activity in the year to date allowance for credit losses (in thousands):
10
Table of Contents
March 31,2023
April 1,2022
Balance, beginning
6,130
3,254
Additions (reversals) charged to costs and expenses
(137)
3,220
Deductions from reserves (1)
(1,820)
(33)
Other additions (deductions) (2)
59
33
Balance, ending
4,232
6,474
(1) Represents amounts determined to be uncollectible and charged against reserves, net of collections on accounts previously charged against reserves.
(2) Includes effects of foreign currency translation.
8.
Inventories
Major components of inventories were as follows (in thousands):
March 31,2023
December 30,2022
Finished products and components
246,401
222,326
Products and components
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:42888
ticker:GGG
name:GRACO INC
exchange:NYSE
filing_type:10-Q
Text:
Balance, ending
4,232
6,474
(1) Represents amounts determined to be uncollectible and charged against reserves, net of collections on accounts previously charged against reserves.
(2) Includes effects of foreign currency translation.
8.
Inventories
Major components of inventories were as follows (in thousands):
March 31,2023
December 30,2022
Finished products and components
246,401
222,326
Products and components in various stages of completion
147,687
138,957
Raw materials and purchased components
232,913
248,636
Subtotal
627,001
609,919
Reduction to LIFO cost
(129,759)
(133,129)
Total
497,242
476,790
9.
Intangible Assets
Components of other intangible assets were as follows (dollars in thousands):
Finite Life
Indefinite Life
CustomerRelationships
Patents andProprietaryTechnology
Trademarks,Trade Namesand Other
Trade Names
Total
As of March 31, 2023
Cost
197,417
26,374
1,300
62,633
287,724
Accumulated amort
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:42888
ticker:GGG
name:GRACO INC
exchange:NYSE
filing_type:10-Q
Text:
Total
497,242
476,790
9.
Intangible Assets
Components of other intangible assets were as follows (dollars in thousands):
Finite Life
Indefinite Life
CustomerRelationships
Patents andProprietaryTechnology
Trademarks,Trade Namesand Other
Trade Names
Total
As of March 31, 2023
Cost
197,417
26,374
1,300
62,633
287,724
Accumulated amortization
(122,816)
(18,738)
(388)
(141,942)
Foreign currency translation
(9,301)
(863)
(1,487)
(11,651)
Book value
65,300
6,773
912
61,146
134,131
Weighted average life in years
13
10
N/A
As of December 30, 2022
Cost
202,103
26,374
1,300
62,633
292,410
Accumulated amortization
(123,603)
(18,027)
(330)
(141,960)
Foreign currency translation
(10,060)
(894)
(1,989)
(12,943)
Book
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:42888
ticker:GGG
name:GRACO INC
exchange:NYSE
filing_type:10-Q
Text:
,146
134,131
Weighted average life in years
13
10
N/A
As of December 30, 2022
Cost
202,103
26,374
1,300
62,633
292,410
Accumulated amortization
(123,603)
(18,027)
(330)
(141,960)
Foreign currency translation
(10,060)
(894)
(1,989)
(12,943)
Book value
68,440
7,453
970
60,644
137,507
Weighted average life in years
13
10
N/A
11
Table of Contents
Amortization of intangibles for the year to date was $4.5 million in 2023 and $4.6 million in 2022. Estimated annual amortization expense based on the current carrying amount of other intangible assets is as follows (in thousands):
2023 (Remainder)
2024
2025
2026
2027
Thereafter
Estimated Amortization Expense
12,786
16,311
15,849
9,050
6,406
12,583
Changes in the carrying amount of goodwill for
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:42888
ticker:GGG
name:GRACO INC
exchange:NYSE
filing_type:10-Q
Text:
5 million in 2023 and $4.6 million in 2022. Estimated annual amortization expense based on the current carrying amount of other intangible assets is as follows (in thousands):
2023 (Remainder)
2024
2025
2026
2027
Thereafter
Estimated Amortization Expense
12,786
16,311
15,849
9,050
6,406
12,583
Changes in the carrying amount of goodwill for each reportable segment were as follows (in thousands):
Contractor
Industrial
Process
Total
Balance, December 30, 2022
77,034
134,771
156,366
368,171
Additions, adjustments from business acquisitions
Foreign currency translation
259
1,257
416
1,932
Balance, March 31, 2023
77,293
136,028
156,782
370,103
10.
Other Current Liabilities
Components of other current liabilities were as follows (in thousands):
March 31,2023
December 30,2022
Accrued self-insurance retentions
9,246
9,338
Accrued warranty and service liabilities
14,
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:42888
ticker:GGG
name:GRACO INC
exchange:NYSE
filing_type:10-Q
Text:
translation
259
1,257
416
1,932
Balance, March 31, 2023
77,293
136,028
156,782
370,103
10.
Other Current Liabilities
Components of other current liabilities were as follows (in thousands):
March 31,2023
December 30,2022
Accrued self-insurance retentions
9,246
9,338
Accrued warranty and service liabilities
14,917
14,674
Accrued trade promotions
8,951
13,799
Payable for employee stock purchases
1,055
16,497
Customer advances and deferred revenue
45,134
50,747
Income taxes payable
27,258
15,987
Tax payable, other
11,584
9,614
Right of return refund liability
18,533
18,449
Operating lease liabilities, current
9,451
9,555
Other
30,485
32,133
Total
176,614
190,793
A liability is established for estimated future warranty and service claims that relate to current and prior period sales. GRACO INC estimates warranty costs based on historical claim experience and other factors including
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:42888
ticker:GGG
name:GRACO INC
exchange:NYSE
filing_type:10-Q
Text:
15,987
Tax payable, other
11,584
9,614
Right of return refund liability
18,533
18,449
Operating lease liabilities, current
9,451
9,555
Other
30,485
32,133
Total
176,614
190,793
A liability is established for estimated future warranty and service claims that relate to current and prior period sales. GRACO INC estimates warranty costs based on historical claim experience and other factors including evaluating specific product warranty issues. Following is a summary of activity in accrued warranty and service liabilities (in thousands):
Balance, December 30, 2022
14,674
Charged to expense
2,392
Margin on parts sales reversed
1,351
Reductions for claims settled
(3,500)
Balance, March 31, 2023
14,917
Customer Advances and Deferred Revenue
Revenue is deferred when cash payments are received or due in advance of performance, including amounts which are refundable. This is also the case for services associated with certain product sales. During the three months ended March 31, 2023, we recognized $20.6 million that was included in deferred revenue at December 30, 2022.
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:42888
ticker:GGG
name:GRACO INC
exchange:NYSE
filing_type:10-Q
Text:
uctions for claims settled
(3,500)
Balance, March 31, 2023
14,917
Customer Advances and Deferred Revenue
Revenue is deferred when cash payments are received or due in advance of performance, including amounts which are refundable. This is also the case for services associated with certain product sales. During the three months ended March 31, 2023, we recognized $20.6 million that was included in deferred revenue at December 30, 2022. During the
12
Table of Contents
three months ended April 1, 2022, we recognized $22.5 million that was included in deferred revenue at December 31, 2021.
11.
Fair Value
Assets and liabilities measured at fair value on a recurring basis and fair value measurement level were as follows (in thousands):
Level
March 31,2023
December 30,2022
Assets
Cash surrender value of life insurance
20,239
19,192
Liabilities
Contingent consideration
13,410
14,914
Deferred compensation
5,830
5,842
Forward exchange contracts
132
520
Total liabilities at fair value
19,372
21,276
Contracts insuring the
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:42888
ticker:GGG
name:GRACO INC
exchange:NYSE
filing_type:10-Q
Text:
recurring basis and fair value measurement level were as follows (in thousands):
Level
March 31,2023
December 30,2022
Assets
Cash surrender value of life insurance
20,239
19,192
Liabilities
Contingent consideration
13,410
14,914
Deferred compensation
5,830
5,842
Forward exchange contracts
132
520
Total liabilities at fair value
19,372
21,276
Contracts insuring the lives of certain employees who are eligible to participate in certain non-qualified pension and deferred compensation plans are held in trust. Cash surrender value of the contracts is based on performance measurement funds that shadow the deferral investment allocations made by participants in certain deferred compensation plans. The deferred compensation liability balances are valued based on amounts allocated by participants to the underlying performance measurement funds.
Contingent consideration liability represents the estimated value (using a probability-weighted expected return approach) of future payments to be made to previous owners of certain acquired businesses based on future revenues.
Long-term notes payable with fixed interest rates had a carrying amount of $75 million and estimated fair value of $75 million as of both March 31, 2023 and December 30, 2022. The fair value of
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:42888
ticker:GGG
name:GRACO INC
exchange:NYSE
filing_type:10-Q
Text:
balances are valued based on amounts allocated by participants to the underlying performance measurement funds.
Contingent consideration liability represents the estimated value (using a probability-weighted expected return approach) of future payments to be made to previous owners of certain acquired businesses based on future revenues.
Long-term notes payable with fixed interest rates had a carrying amount of $75 million and estimated fair value of $75 million as of both March 31, 2023 and December 30, 2022. The fair value of variable rate borrowings approximates carrying value. GRACO INC uses significant other observable inputs to estimate fair value (level 2 of the fair value hierarchy) based on the present value of future cash flows and rates that would be available for issuance of debt with similar terms and remaining maturities.
13
Table of Contents
Item 2. GRACO INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Overview
GRACO INC supplies technology and expertise for the management of fluids and coatings in both industrial and commercial applications. It designs, manufactures and markets systems and equipment to move, measure, control, dispense and spray fluid and coating materials. Management classifies the Company’s business into
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:42888
ticker:GGG
name:GRACO INC
exchange:NYSE
filing_type:10-Q
Text:
ities.
13
Table of Contents
Item 2. GRACO INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Overview
GRACO INC supplies technology and expertise for the management of fluids and coatings in both industrial and commercial applications. It designs, manufactures and markets systems and equipment to move, measure, control, dispense and spray fluid and coating materials. Management classifies the Company’s business into three reportable segments: Contractor, Industrial and Process. Key strategies include developing and marketing new products, leveraging products and technologies into additional, growing end-user markets, expanding distribution globally and completing strategic acquisitions that provide additional channel and technologies.
GRACO INC continued to experience supply chain disruptions and the associated effects of inflation in the first quarter of 2023; however, the impact was not as significant as compared to the same period in the prior year. Pricing actions implemented have generally mitigated the effects of increased costs and expenses. GRACO INC expects isolated supply chain disruptions and an overall inflationary environment to continue through the remainder of 2023.
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
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:42888
ticker:GGG
name:GRACO INC
exchange:NYSE
filing_type:10-Q
Text:
associated effects of inflation in the first quarter of 2023; however, the impact was not as significant as compared to the same period in the prior year. Pricing actions implemented have generally mitigated the effects of increased costs and expenses. GRACO INC expects isolated supply chain disruptions and an overall inflationary environment to continue through the remainder of 2023.
The following Management’s Discussion and Analysis reviews significant factors affecting the Company’s results of operations and financial condition. This discussion should be read in conjunction with the financial statements and the accompanying notes to the financial statements.
Consolidated Results
A summary of financial results follows (in millions except per share amounts):
Three Months Ended
Mar 31,2023
Apr 1,2022
% Change
Net Sales
529.6
494.3
Operating Earnings
156.7
128.4
22
Net Earnings
129.2
100.8
28
Net Earnings, adjusted (1)
126.6
99.3
27
Diluted Net Earnings per Common Share
0.75
0.58
29
Diluted Net Earnings per Common Share, adjusted (1)
0.74
0.57
30
(1)
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:42888
ticker:GGG
name:GRACO INC
exchange:NYSE
filing_type:10-Q
Text:
.6
494.3
Operating Earnings
156.7
128.4
22
Net Earnings
129.2
100.8
28
Net Earnings, adjusted (1)
126.6
99.3
27
Diluted Net Earnings per Common Share
0.75
0.58
29
Diluted Net Earnings per Common Share, adjusted (1)
0.74
0.57
30
(1) See below for a reconciliation of adjusted non-GAAP financial measures to GAAP.
Sales increased 7 percent for the quarter, led by double-digit growth in the Process segment. Sales increases in the Americas and EMEA were partially offset by a decrease in Asia Pacific. Changes in currency translation rates decreased sales and net earnings by approximately $11 million and $6 million, respectively, for the quarter. Sales from acquired operations contributed approximately $2 million for the quarter.
Gross profit margin rate was more than 2 percentage points higher than the first quarter last year mainly due to the impact of price changes and favorable product and channel mix.
Total operating expenses increased 2 percentage points, but decreased as a percentage of sales by 1 percentage point.
14
Table of Contents
Excluding
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YOU are a financial analyst. You are reading a report of a company.
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ticker:GGG
name:GRACO INC
exchange:NYSE
filing_type:10-Q
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translation rates decreased sales and net earnings by approximately $11 million and $6 million, respectively, for the quarter. Sales from acquired operations contributed approximately $2 million for the quarter.
Gross profit margin rate was more than 2 percentage points higher than the first quarter last year mainly due to the impact of price changes and favorable product and channel mix.
Total operating expenses increased 2 percentage points, but decreased as a percentage of sales by 1 percentage point.
14
Table of Contents
Excluding the impact of excess tax benefits related to stock option exercises presents a more consistent basis for comparison of financial results. A calculation of the non-GAAP measurements of adjusted income taxes, effective income tax rates, net earnings and diluted earnings per share follows (in millions except per share amounts):
Three Months Ended
March 31,2023
April 1,2022
Earnings before income taxes
157.4
122.9
Income taxes, as reported
28.2
22.1
Excess tax benefit from option exercises
2.6
1.5
Income taxes, adjusted
30.8
23.6
Effective income tax rate
As reported
17.9
18.0
Adjusted
19.5
19.2
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:42888
ticker:GGG
name:GRACO INC
exchange:NYSE
filing_type:10-Q
Text:
Three Months Ended
March 31,2023
April 1,2022
Earnings before income taxes
157.4
122.9
Income taxes, as reported
28.2
22.1
Excess tax benefit from option exercises
2.6
1.5
Income taxes, adjusted
30.8
23.6
Effective income tax rate
As reported
17.9
18.0
Adjusted
19.5
19.2
Net Earnings, as reported
129.2
100.8
Excess tax benefit from option exercises
(2.6)
(1.5)
Net Earnings, adjusted
126.6
99.3
Weighted Average Diluted Shares
171.7
174.7
Diluted Earnings per Share
As reported
0.75
0.58
Adjusted
0.74
0.57
15
Table of Contents
The following table presents an overview of components of net earnings as a percentage of net sales:
Three Months Ended
March 31,2023
April 1,2022
Net Sales
100.0
100.0
Cost of products sold
46.2
48.
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:42888
ticker:GGG
name:GRACO INC
exchange:NYSE
filing_type:10-Q
Text:
.7
174.7
Diluted Earnings per Share
As reported
0.75
0.58
Adjusted
0.74
0.57
15
Table of Contents
The following table presents an overview of components of net earnings as a percentage of net sales:
Three Months Ended
March 31,2023
April 1,2022
Net Sales
100.0
100.0
Cost of products sold
46.2
48.5
Gross Profit
53.8
51.5
Product development
3.9
3.9
Selling, marketing and distribution
12.3
12.7
General and administrative
8.0
8.9
Operating Earnings
29.6
26.0
Interest expense
0.3
1.1
Other (income) expense, net
(0.4)
Earnings Before Income Taxes
29.7
24.9
Income taxes
5.3
4.5
Net Earnings
24.4
20.4
Net Sales
The following table presents net sales by geographic region (in millions):
Three Months Ended
March 31,2023
April 1,
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:42888
ticker:GGG
name:GRACO INC
exchange:NYSE
filing_type:10-Q
Text:
29.6
26.0
Interest expense
0.3
1.1
Other (income) expense, net
(0.4)
Earnings Before Income Taxes
29.7
24.9
Income taxes
5.3
4.5
Net Earnings
24.4
20.4
Net Sales
The following table presents net sales by geographic region (in millions):
Three Months Ended
March 31,2023
April 1,2022
Americas(1)
331.9
293.2
EMEA(2)
108.8
106.2
Asia Pacific
88.9
94.9
Consolidated
529.6
494.3
(1) North, South and Central America, including the United States
(2)
Europe, Middle East and Africa
The following table presents the components of net sales change by geographic region:
Three Months
Volume and Price
Acquisitions
Currency
Total
Americas
13%
1%
(1)%
13%
EMEA
7%
0%
(5)%
2%
Asia Pacific
(1)%
0%
(5)%
(6)%
Consolidated
10
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The report is about the company's financial status.
Source:
cik:42888
ticker:GGG
name:GRACO INC
exchange:NYSE
filing_type:10-Q
Text:
North, South and Central America, including the United States
(2)
Europe, Middle East and Africa
The following table presents the components of net sales change by geographic region:
Three Months
Volume and Price
Acquisitions
Currency
Total
Americas
13%
1%
(1)%
13%
EMEA
7%
0%
(5)%
2%
Asia Pacific
(1)%
0%
(5)%
(6)%
Consolidated
10%
0%
(3)%
7%
Gross Profit
Gross profit margin rate for the quarter was more than 2 percentage points higher than the first quarter last year. Favorable effects of realized pricing and product and channel mix offset the adverse impacts of higher product costs and changes in currency translation rates.
16
Table of Contents
Operating Expenses
Total operating expenses for the quarter increased $2 million (2 percent) compared to the first quarter last year. The increase includes higher stock compensation of $2 million and volume and rate-related increases of $5 million. Partially offsetting the increase was $2 million of favorable changes in currency translation rates and $3 million of credit losses on customer receivables in Russia in the prior year that did not repeat.
Interest and
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changes in currency translation rates.
16
Table of Contents
Operating Expenses
Total operating expenses for the quarter increased $2 million (2 percent) compared to the first quarter last year. The increase includes higher stock compensation of $2 million and volume and rate-related increases of $5 million. Partially offsetting the increase was $2 million of favorable changes in currency translation rates and $3 million of credit losses on customer receivables in Russia in the prior year that did not repeat.
Interest and Other (Income) Expense
Interest expense for the quarter decreased $4 million as private placement debt was repaid in the first quarter last year. Other non-operating expenses for the quarter decreased by $2 million due to increased interest income and favorable market valuation changes on investments held to fund certain retirement benefits.
Income Taxes
The effective income tax rate of 18 percent for the quarter was flat compared with the first quarter last year.
Segment Results
Certain measurements of segment operations compared to last year are summarized below:
Contractor Segment
The following table presents net sales and operating earnings as a percentage of sales for the Contractor segment
(dollars in millions):
Three Months Ended
March 31,2023
April 1,2022
Net Sales
Americas
184
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cik:42888
ticker:GGG
name:GRACO INC
exchange:NYSE
filing_type:10-Q
Text:
fund certain retirement benefits.
Income Taxes
The effective income tax rate of 18 percent for the quarter was flat compared with the first quarter last year.
Segment Results
Certain measurements of segment operations compared to last year are summarized below:
Contractor Segment
The following table presents net sales and operating earnings as a percentage of sales for the Contractor segment
(dollars in millions):
Three Months Ended
March 31,2023
April 1,2022
Net Sales
Americas
184.1
170.5
EMEA
42.1
41.2
Asia Pacific
19.7
22.9
Total
245.9
234.6
Operating earnings as a percentage of net sales
30
25
The following table presents the components of net sales change by geographic region for the Contractor segment:
Three Months
Volume and Price
Acquisitions
Currency
Total
Americas
8%
0%
0%
8%
EMEA
7%
0%
(5)%
2%
Asia Pacific
(8)%
0%
(6)%
(14)%
Segment Total
7%
0%
(2)%
5%
Contractor segment sales increased 5 percent, with favorable response to new product offerings and improved
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:42888
ticker:GGG
name:GRACO INC
exchange:NYSE
filing_type:10-Q
Text:
the components of net sales change by geographic region for the Contractor segment:
Three Months
Volume and Price
Acquisitions
Currency
Total
Americas
8%
0%
0%
8%
EMEA
7%
0%
(5)%
2%
Asia Pacific
(8)%
0%
(6)%
(14)%
Segment Total
7%
0%
(2)%
5%
Contractor segment sales increased 5 percent, with favorable response to new product offerings and improved product availability. Price realization and favorable product and channel mix drove the operating margin rate 5 percentage points higher.
Industrial Segment
The following table presents net sales and operating earnings as a percentage of sales for the Industrial segment
(dollars in millions):
17
Table of Contents
Three Months Ended
March 31,2023
April 1,2022
Net Sales
Americas
63.3
54.3
EMEA
48.1
47.9
Asia Pacific
38.8
42.5
Total
150.2
144.7
Operating earnings as a percentage of net sales
35
36
The following table presents the components of net sales change by geographic region for the Industrial segment:
Three Months
Volume and
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:42888
ticker:GGG
name:GRACO INC
exchange:NYSE
filing_type:10-Q
Text:
Three Months Ended
March 31,2023
April 1,2022
Net Sales
Americas
63.3
54.3
EMEA
48.1
47.9
Asia Pacific
38.8
42.5
Total
150.2
144.7
Operating earnings as a percentage of net sales
35
36
The following table presents the components of net sales change by geographic region for the Industrial segment:
Three Months
Volume and Price
Acquisitions
Currency
Total
Americas
17%
0%
0%
17%
EMEA
5%
0%
(5)%
0%
Asia Pacific
(3)%
0%
(6)%
(9)%
Segment Total
7%
0%
(3)%
4%
Underlying sales growth in the Americas and EMEA was partially offset by weakness in Asia Pacific, where finishing system sales and other project activity decreased. The unfavorable effects of currency translation drove a 1 percentage point decrease in the operating margin rate.
Process Segment
The following table presents net sales and operating earnings as a percentage of sales for the Process segment
(dollars in millions):
Three Months Ended
March 31,2023
April 1,2022
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:42888
ticker:GGG
name:GRACO INC
exchange:NYSE
filing_type:10-Q
Text:
%
(3)%
4%
Underlying sales growth in the Americas and EMEA was partially offset by weakness in Asia Pacific, where finishing system sales and other project activity decreased. The unfavorable effects of currency translation drove a 1 percentage point decrease in the operating margin rate.
Process Segment
The following table presents net sales and operating earnings as a percentage of sales for the Process segment
(dollars in millions):
Three Months Ended
March 31,2023
April 1,2022
Net Sales
Americas
84.5
68.4
EMEA
18.6
17.1
Asia Pacific
30.4
29.5
Total
133.5
115.0
Operating earnings as a percentage of net sales
30
24
The following table presents the components of net sales change by geographic region for the Process segment:
Three Months
Volume and Price
Acquisitions
Currency
Total
Americas
22%
2%
0%
24%
EMEA
12%
1%
(4)%
9%
Asia Pacific
6%
0%
(3)%
3%
Segment Total
16%
2%
(2)%
16%
The Process segment had sales growth in all product applications. The operating margin
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:42888
ticker:GGG
name:GRACO INC
exchange:NYSE
filing_type:10-Q
Text:
30
24
The following table presents the components of net sales change by geographic region for the Process segment:
Three Months
Volume and Price
Acquisitions
Currency
Total
Americas
22%
2%
0%
24%
EMEA
12%
1%
(4)%
9%
Asia Pacific
6%
0%
(3)%
3%
Segment Total
16%
2%
(2)%
16%
The Process segment had sales growth in all product applications. The operating margin rate for this segment increased 6 percentage points primarily due to price realization and expense leverage.
18
Table of Contents
Liquidity and Capital Resources
Net cash provided by operating activities of $91 million in the first quarter of 2023 increased $60 million from the comparable period of 2022, mostly driven by higher net earnings, decreased inventory purchases, and decreased salary and incentive payments. Significant uses of cash in 2023 included dividend payments of $39 million and plant and equipment additions of $38 million. Net proceeds from shares issued in 2023 totaled $30 million, which was partially offset by share repurchases of $8 million.
Significant uses of cash in the first quarter of 2022 included share repurchases of $109 million, payments of
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
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cik:42888
ticker:GGG
name:GRACO INC
exchange:NYSE
filing_type:10-Q
Text:
period of 2022, mostly driven by higher net earnings, decreased inventory purchases, and decreased salary and incentive payments. Significant uses of cash in 2023 included dividend payments of $39 million and plant and equipment additions of $38 million. Net proceeds from shares issued in 2023 totaled $30 million, which was partially offset by share repurchases of $8 million.
Significant uses of cash in the first quarter of 2022 included share repurchases of $109 million, payments of long-term debt of $75 million, property, plant and equipment additions of $47 million, dividend payments of $36 million and $25 million to acquire businesses that were not material to the consolidated financial statements. Proceeds from shares issued in the first quarter of 2022 totaled $21 million.
As of March 31, 2023, the Company had available liquidity of $917 million, including cash and cash equivalents of $395 million, of which $146 million was held outside of the U.S., and available credit under existing committed credit facilities of $522 million.
Cash balances and unused financing sources are expected to provide the Company with the flexibility to meet its liquidity needs in 2023, including its capital expenditure plan, planned dividends, share repurchases, acquisitions
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YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:42888
ticker:GGG
name:GRACO INC
exchange:NYSE
filing_type:10-Q
Text:
$21 million.
As of March 31, 2023, the Company had available liquidity of $917 million, including cash and cash equivalents of $395 million, of which $146 million was held outside of the U.S., and available credit under existing committed credit facilities of $522 million.
Cash balances and unused financing sources are expected to provide the Company with the flexibility to meet its liquidity needs in 2023, including its capital expenditure plan, planned dividends, share repurchases, acquisitions and operating requirements. Capital expenditures for 2023 are expected to be approximately $200 million, including $130 million in facility expansion projects. GRACO INC may make opportunistic share repurchases going forward.
Outlook
While end market activity and demand trends for the Company's new and existing products are solid, the Company remains cautious given the current macroeconomic uncertainty. GRACO INC is confirming the revenue outlook for the year of low single-digit growth on an organic, constant currency basis.
Cautionary Statement Regarding Forward-Looking Statements
GRACO INC desires to take advantage of the “safe harbor” provisions regarding forward-looking statements of the Private Securities Litigation Reform Act of 1995 and is filing this Cautionary Statement in order to do so. From time to time various forms filed
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YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:42888
ticker:GGG
name:GRACO INC
exchange:NYSE
filing_type:10-Q
Text:
existing products are solid, the Company remains cautious given the current macroeconomic uncertainty. GRACO INC is confirming the revenue outlook for the year of low single-digit growth on an organic, constant currency basis.
Cautionary Statement Regarding Forward-Looking Statements
GRACO INC desires to take advantage of the “safe harbor” provisions regarding forward-looking statements of the Private Securities Litigation Reform Act of 1995 and is filing this Cautionary Statement in order to do so. From time to time various forms filed by our Company with the Securities and Exchange Commission, including our Form 10-K, Form 10-Qs and Form 8-Ks, and other disclosures, including our 2022 Overview report, press releases, earnings releases, analyst briefings, conference calls and other written documents or oral statements released by our Company, may contain forward-looking statements. Forward-looking statements generally use words such as “expect,” “foresee,” “anticipate,” “believe,” “project,” “should,” “estimate,” “will,” and similar expressions, and reflect our Company’s expectations concerning the future. All forecasts and projections are forward-looking statements. Forward-looking statements are based upon currently available information, but various risks and uncertainties may cause our Company’s actual results to differ materially from
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:42888
ticker:GGG
name:GRACO INC
exchange:NYSE
filing_type:10-Q
Text:
documents or oral statements released by our Company, may contain forward-looking statements. Forward-looking statements generally use words such as “expect,” “foresee,” “anticipate,” “believe,” “project,” “should,” “estimate,” “will,” and similar expressions, and reflect our Company’s expectations concerning the future. All forecasts and projections are forward-looking statements. Forward-looking statements are based upon currently available information, but various risks and uncertainties may cause our Company’s actual results to differ materially from those expressed in these statements. GRACO INC undertakes no obligation to update these statements in light of new information or future events.
Future results could differ materially from those expressed due to the impact of changes in various factors. These risk factors include, but are not limited to: the impact of the COVID-19 pandemic on our business; Russia's invasion of Ukraine, and the sanctions and actions taken against Russia and Belarus in response to the invasion;
economic conditions in the United States and other major world economies; our Company’s growth strategies, which include making acquisitions, investing in new products, expanding geographically and targeting new industries; changes in currency translation rates; the ability to meet our customers’ needs and changes in product demand; supply interruptions or delays; security breaches; new entrants who
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:42888
ticker:GGG
name:GRACO INC
exchange:NYSE
filing_type:10-Q
Text:
of the COVID-19 pandemic on our business; Russia's invasion of Ukraine, and the sanctions and actions taken against Russia and Belarus in response to the invasion;
economic conditions in the United States and other major world economies; our Company’s growth strategies, which include making acquisitions, investing in new products, expanding geographically and targeting new industries; changes in currency translation rates; the ability to meet our customers’ needs and changes in product demand; supply interruptions or delays; security breaches; new entrants who copy our products or infringe on our intellectual property; risks incident to conducting business internationally; catastrophic events; changes in laws and regulations; compliance with anti-corruption and trade laws; changes in tax rates or the adoption of new tax legislation; the possibility of asset impairments if acquired businesses do not meet performance expectations; political instability; results of and costs associated with litigation, administrative proceedings and regulatory reviews incident to our business; our ability to attract, develop and retain qualified personnel; the possibility of decline in purchases from a few large customers of the Contractor segment, variations in activity in the construction, automotive, mining and oil and natural gas industries, and the impact of declines in interest rates, asset values and investment returns on pension costs and required pension contributions. Please refer to Item 1
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:42888
ticker:GGG
name:GRACO INC
exchange:NYSE
filing_type:10-Q
Text:
businesses do not meet performance expectations; political instability; results of and costs associated with litigation, administrative proceedings and regulatory reviews incident to our business; our ability to attract, develop and retain qualified personnel; the possibility of decline in purchases from a few large customers of the Contractor segment, variations in activity in the construction, automotive, mining and oil and natural gas industries, and the impact of declines in interest rates, asset values and investment returns on pension costs and required pension contributions. Please refer to Item 1A of our Annual Report on Form 10-K for fiscal year 2022 and Item 1A of this Form 10-Q for a more comprehensive discussion of these and other risk factors. These reports are available on the Company’s website at
www.graco.com
and
19
Table of Contents
the Securities and Exchange Commission’s website at
www.sec.gov
. Shareholders, potential investors and other readers are urged to consider these factors in evaluating forward-looking statements and are cautioned not to place undue reliance on such forward-looking statements.
Investors should realize that factors other than those identified above and in Item 1A might prove important to the Company’s future results. It is not possible for management to identify each and every factor that may have an impact on the
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:42888
ticker:GGG
name:GRACO INC
exchange:NYSE
filing_type:10-Q
Text:
19
Table of Contents
the Securities and Exchange Commission’s website at
www.sec.gov
. Shareholders, potential investors and other readers are urged to consider these factors in evaluating forward-looking statements and are cautioned not to place undue reliance on such forward-looking statements.
Investors should realize that factors other than those identified above and in Item 1A might prove important to the Company’s future results. It is not possible for management to identify each and every factor that may have an impact on the Company’s operations in the future as new factors can develop from time to time.
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
There have been no material changes related to market risk from the disclosures made in the Company’s 2022 Annual Report on Form 10-K.
Item 4.
Controls and Procedures
Evaluation of disclosure controls and procedures
As of the end of the fiscal quarter covered by this report, the Company carried out an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures. This evaluation was done under the supervision and with the participation of the Company’s President and Chief Executive Officer and the Chief Financial Officer and Treasurer. Based upon that evaluation, the Company's President and Chief Executive Officer and the Chief Financial Officer and
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:42888
ticker:GGG
name:GRACO INC
exchange:NYSE
filing_type:10-Q
Text:
10-K.
Item 4.
Controls and Procedures
Evaluation of disclosure controls and procedures
As of the end of the fiscal quarter covered by this report, the Company carried out an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures. This evaluation was done under the supervision and with the participation of the Company’s President and Chief Executive Officer and the Chief Financial Officer and Treasurer. Based upon that evaluation, the Company's President and Chief Executive Officer and the Chief Financial Officer and Treasurer concluded that the Company’s disclosure controls and procedures are effective.
Changes in internal controls
During the quarter, there was no change in the Company’s internal control over financial reporting that has materially affected or is reasonably likely to materially affect the Company’s internal control over financial reporting.
20
Table of Contents
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 2022 Annual Report on Form 10-K.
21
Table of Contents
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
Issuer Purchases of Equity Securities
On December 7, 2018, the Board of Directors authorized the purchase of up to 18 million
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YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:42888
ticker:GGG
name:GRACO INC
exchange:NYSE
filing_type:10-Q
Text:
Table of Contents
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 2022 Annual Report on Form 10-K.
21
Table of Contents
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
Issuer Purchases of Equity Securities
On December 7, 2018, the Board of Directors authorized the purchase of up to 18 million shares of common stock, primarily through open market transactions. The authorization is for an indefinite period of time or until terminated by the Board.
In addition to shares purchased under the Board authorization, the Company purchases shares of common stock held by employees who wish to tender owned shares to satisfy the exercise price or tax due upon exercise of options or vesting of restricted stock.
Information on issuer purchases of equity securities follows:
Period
Total Numberof Shares Purchased
Average PricePaid per Share
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
Maximum Number of Shares that May Yet BePurchased Under the Plans or Programs(at end of period)
December 31, 2022 - January 27, 2023
14,971,377
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:42888
ticker:GGG
name:GRACO INC
exchange:NYSE
filing_type:10-Q
Text:
exercise price or tax due upon exercise of options or vesting of restricted stock.
Information on issuer purchases of equity securities follows:
Period
Total Numberof Shares Purchased
Average PricePaid per Share
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
Maximum Number of Shares that May Yet BePurchased Under the Plans or Programs(at end of period)
December 31, 2022 - January 27, 2023
14,971,377
January 28, 2023 - February 24, 2023
115,297
67.36
14,856,080
February 25, 2023 - March 31, 2023
14,856,080
22
Table of Contents
Item 6.
Exhibits
3.1
Restated Articles of Incorporation as amended December 8, 2017. (Incorporated by reference to Exhibit 3.1 to the Company's Report on Form 8-K filed December 8, 2017.)
3.2
Restated Bylaws as amended February 17, 2023. (Incorporated by reference to Exhibit 3.2 to the Company’s 202
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:42888
ticker:GGG
name:GRACO INC
exchange:NYSE
filing_type:10-Q
Text:
of Contents
Item 6.
Exhibits
3.1
Restated Articles of Incorporation as amended December 8, 2017. (Incorporated by reference to Exhibit 3.1 to the Company's Report on Form 8-K filed December 8, 2017.)
3.2
Restated Bylaws as amended February 17, 2023. (Incorporated by reference to Exhibit 3.2 to the Company’s 2022 Annual Report on Form 10-K.)
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 President and Chief Executive Officer and Chief Financial Officer and Treasurer pursuant to Section 1350 of Title 18, U.S.C.
99.1
Press Release Reporting First Quarter Earnings dated April 26, 2023.
101
Interactive data files pursuant to Rule 405 of Regulation S-T formatted in iXBRL (Inline eXtensible Business Reporting Language).
104
Cover Page Interactive Data File (formatted as iXBRL and contained in Exhibit 101).
23
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:42888
ticker:GGG
name:GRACO INC
exchange:NYSE
filing_type:10-Q
Text:
ification of President and Chief Executive Officer and Chief Financial Officer and Treasurer pursuant to Section 1350 of Title 18, U.S.C.
99.1
Press Release Reporting First Quarter Earnings dated April 26, 2023.
101
Interactive data files pursuant to Rule 405 of Regulation S-T formatted in iXBRL (Inline eXtensible Business Reporting Language).
104
Cover Page Interactive Data File (formatted as iXBRL and contained in Exhibit 101).
23
Table of Contents
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:
April 26, 2023
By:
/s/ Mark W. Sheahan
Mark W. Sheahan
President and Chief Executive Officer
(Principal Executive Officer)
Date:
April 26, 2023
By:
/s/ David M. Lowe
David M. Lowe
Chief Financial Officer and Treasurer
(Principal Financial Officer)
Date:
April 26, 2023
By:
/s/ Kathryn L. Schoenrock
Kathryn L. Schoenrock
Executive Vice
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:42888
ticker:GGG
name:GRACO INC
exchange:NYSE
filing_type:10-Q
Text:
26, 2023
By:
/s/ Mark W. Sheahan
Mark W. Sheahan
President and Chief Executive Officer
(Principal Executive Officer)
Date:
April 26, 2023
By:
/s/ David M. Lowe
David M. Lowe
Chief Financial Officer and Treasurer
(Principal Financial Officer)
Date:
April 26, 2023
By:
/s/ Kathryn L. Schoenrock
Kathryn L. Schoenrock
Executive Vice President, Corporate Controller and Information Systems
(Principal Accounting Officer)
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1158420
ticker:GGE
name:Green Giant Inc.
exchange:Nasdaq
filing_type:10-K
Text:
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended September 30,
2022
☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___________ to
___________
Commission File No. 001-34864
GREEN GIANT INC.
(Exact Name of Registrant as Specified in its Charter)
Florida
33-0961490
(State or Other Jurisdiction
of Incorporation)
(I.R.S. Employer Identification Number)
6 Xinghan Road, 19th Floor, Hanzhong City
Shaanxi Province, PRC 723000
(Address of principal executive offices) (zip code)
Registrant’s phone number, including area
code
+(86)091-62622612
Neng Chen
Chief Executive Officer
6 Xinghan Road, 19th Floor, Hanzhong City
Shaanxi Province, PRC 723000
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1158420
ticker:GGE
name:Green Giant Inc.
exchange:Nasdaq
filing_type:10-K
Text:
.S. Employer Identification Number)
6 Xinghan Road, 19th Floor, Hanzhong City
Shaanxi Province, PRC 723000
(Address of principal executive offices) (zip code)
Registrant’s phone number, including area
code
+(86)091-62622612
Neng Chen
Chief Executive Officer
6 Xinghan Road, 19th Floor, Hanzhong City
Shaanxi Province, PRC 723000
(Registrant’s telephone number, including
area code)
Securities registered under Section 12(b) of
the Exchange Act:
Title of each class registered:
Trading Symbol
Name of each exchange on which registered:
Common Stock, par value $0.001
GGE
Nasdaq Capital Market
Securities registered under Section 12(g) of
the Exchange Act: None
Indicate by check mark if the registrant is
a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the registrant is
not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes
�
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1158420
ticker:GGE
name:Green Giant Inc.
exchange:Nasdaq
filing_type:10-K
Text:
GE
Nasdaq Capital Market
Securities registered under Section 12(g) of
the Exchange Act: None
Indicate by check mark if the registrant is
a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the registrant is
not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes
☐ No ☒
Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days. Yes ☒ No☐
Indicate by check mark whether the registrant
has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§
232.405 of this chapter) during the preceding 12 months (or
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1158420
ticker:GGE
name:Green Giant Inc.
exchange:Nasdaq
filing_type:10-K
Text:
12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days. Yes ☒ No☐
Indicate by check mark whether the registrant
has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§
232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such
files). ☒ Yes ☐ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Accelerated filer
Non-accelerated filer
Smaller reporting company
Emerging Growth Company
If
and emerging growth company, indicate by check mark if the registrant has elected
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1158420
ticker:GGE
name:Green Giant Inc.
exchange:Nasdaq
filing_type:10-K
Text:
a smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Accelerated filer
Non-accelerated filer
Smaller reporting company
Emerging Growth Company
If
and emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report. ☐
Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒
The aggregate market value of
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1158420
ticker:GGE
name:Green Giant Inc.
exchange:Nasdaq
filing_type:10-K
Text:
assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report. ☐
Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒
The aggregate market value of the voting and non-voting
common equity held by non-affiliates of the registrant, based upon the closing price of the registrant’s common stock on March 31,
2022, the last business day of the Company’s second fiscal quarter, as reported by the Nasdaq Capital Market on that date, was $110
million. This calculation does not reflect a determination that certain persons are affiliates of the registrant for any other purpose.
As of January 13, 2023, the number of shares outstanding
of the registrant’s common stock was 55,753,268.
DOCUMENTS INCORPORATED BY REFERENCE
None.
GREEN GIANT INC.
FORM 10-K
For the Fiscal Year Ended September 30, 2022
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1158420
ticker:GGE
name:Green Giant Inc.
exchange:Nasdaq
filing_type:10-K
Text:
Nasdaq Capital Market on that date, was $110
million. This calculation does not reflect a determination that certain persons are affiliates of the registrant for any other purpose.
As of January 13, 2023, the number of shares outstanding
of the registrant’s common stock was 55,753,268.
DOCUMENTS INCORPORATED BY REFERENCE
None.
GREEN GIANT INC.
FORM 10-K
For the Fiscal Year Ended September 30, 2022
INDEX
Page
PART I
Item 1.
Business
Item 1A.
Risk Factors
18
Item 1B.
Unresolved Staff Comments
42
Item 2.
Properties
42
Item 3.
Legal Proceedings
43
Item 4.
Mine Safety Disclosure
43
PART II
Item 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
44
Item 6.
[Reserved]
45
Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
46
Item 7A.
Quantitative and Qualitative Disclosures About Market Risk
56
Item 8.
Financial Statements and Supplementary Data
F-1
Item 9
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1158420
ticker:GGE
name:Green Giant Inc.
exchange:Nasdaq
filing_type:10-K
Text:
.
Mine Safety Disclosure
43
PART II
Item 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
44
Item 6.
[Reserved]
45
Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
46
Item 7A.
Quantitative and Qualitative Disclosures About Market Risk
56
Item 8.
Financial Statements and Supplementary Data
F-1
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
57
Item 9A.
Controls and Procedures
57
Item 9B.
Other Information
58
Item 9C.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
58
PART III
Item 10.
Directors, Executive Officers and Corporate Governance
59
Item 11.
Executive Compensation
62
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
64
Item 13.
Certain Relationships and Related Transactions, and Director Independence
66
Item 14.
Principal Accountant Fees and Services
66
PART IV
Item 15.
Exhibits and Financial Statement Schedules
67
Item 16.
|
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