GRACO INC
10-Q, 1996-05-13
PUMPS & PUMPING EQUIPMENT
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                                 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 29, 1996

Commission File Number:  1-9249


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



     Minnesota                                    41-0285640
 ------------------------               ---------------------------------------
 (State of incorporation)               (I.R.S. Employer Identification Number)


 4050 Olson Memorial Highway
   Golden Valley, Minnesota                                               55422
 ----------------------------------------                            ----------
 (Address of principal executive offices)                            (Zip Code)


                                (612) 623-6000
             ----------------------------------------------------
             (Registrant's telephone number, including area code)
                                       
                                       
Indicate  by  check  mark whether the registrant (1) has  filed  all  reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934  during the preceding 12 months, and (2) has been subject to such filing
requirements for the past 90 days.


                              Yes  X         No
                                 -----     ------

         17,327,862 common shares were outstanding as of May 9, 1996.
                          GRACO INC. AND SUBSIDIARIES
                                       
                                     INDEX



                                                                 Page Number
                                                                 -----------
PART I FINANCIAL INFORMATION


       Item 1. Financial Statements

                 Consolidated Statements of Earnings                       3
                 Consolidated Balance Sheets                               4
                 Consolidated Statements of Cash Flows                     5
                 Notes to Consolidated Financial Statements                6


       Item 2. Management's Discussion and Analysis
                 of Financial Condition and
                 Results of Operations                                     7



PART II        OTHER INFORMATION


       Item 6. Exhibits and Reports on Form 8-K                            8


       SIGNATURES                                                          9

       Computation of Net Earnings per Common Share               Exhibit 11
       Financial Data Schedule                                    Exhibit 27





                                       
                                       
                                       
                                       
                                       
                                       2
<PAGE>
<TABLE>
                                    PART I
                                       
                          GRACO INC. AND SUBSIDIARIES
                                       
Item I.        CONSOLIDATED STATEMENTS OF EARNINGS
                                       
                                  (Unaudited)

<CAPTION>
                                              Thirteen Weeks Ended
                                              --------------------
                                       March 29, 1996       March 31, 1995
                                       --------------       --------------
                                     (In thousands except per share amounts)

<S>                                           <C>                  <C>
Net Sales                                     $90,153              $95,527

     Cost of products sold                     45,316               49,000
                                              -------              -------

Gross Profit                                   44,837               46,527

     Product development                        4,229                3,921
     Selling                                   19,850               21,690
     General and administrative                11,675               11,100
                                              -------              -------

Operating Profit                                9,083                9,816

     Interest expense                             232                  684
     Other expense, net                           566                  396
                                              -------              -------

Earnings Before Income Taxes                    8,285                8,736

     Income taxes                               2,700                3,300
                                              -------              -------

Net Earnings                                   $5,585               $5,436
                                              =======              =======

Net Earnings Per Common and
     Common Equivalent Share                     $.32                 $.31
                                              =======              =======

Cash Dividend Per Common Share                   $.12                 $.11
                                              =======              =======


                See notes to consolidated financial statements.
</TABLE>
                                       
                                       
                                       
                                       
                                       3
<PAGE>
<TABLE>

                           GRACO INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                                 (In Thousands)

<CAPTION>
                                                             March 29, 1996    December 29, 1995
                                                             --------------    -----------------
            ASSETS                                              (Unaudited)

<S>                                                                <C>                  <C>
Current Assets:
     Cash and cash equivalents                                       $2,103               $1,643
     Accounts receivable, less allowances
       of $4,977 and $4,856                                          72,211               73,205
     Inventories                                                     44,915               41,693
     Deferred income taxes                                           10,783               10,608
     Other current assets                                             2,560                1,333
                                                                   --------             --------
          Total current assets                                      132,572              128,482

Property, Plant and Equipment:
     Cost                                                           160,162              156,168
     Accumulated depreciation                                       (82,152)             (79,310)
                                                                   --------             --------
                                                                     78,010               76,858

Other Assets                                                         12,642               12,493
                                                                   --------             --------

                                                                   $223,224             $217,833
                                                                   ========             ========

LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities:
     Notes payable to banks                                          $5,164               $5,051
     Current portion of long-term debt                                1,857                1,935
     Trade accounts payable                                          13,329               13,849
     Dividends payable                                                2,092                2,072
     Income taxes payable                                             8,869                4,229
     Other current liabilities                                       40,336               44,447
                                                                   --------             --------  
          Total current liabilities                                  71,647               71,583

Long-term Debt, less current portion                                 10,103               10,074

Retirement Benefits and Deferred Compensation                        32,575               32,605

Shareholders' Equity:
     Common stock                                                    17,414               17,265
     Additional paid-in capital                                      22,073               20,397
     Retained earnings                                               68,388               64,949
     Other, net                                                       1,024                  960
                                                                   --------             --------
                                                                    108,899              103,571
                                                                   --------             --------

                                                                   $223,224             $217,833
                                                                   ========             ========

                 See notes to consolidated financial statements.
</TABLE>
                                        4
<PAGE>
<TABLE>

                           GRACO INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

<CAPTION>
                                        
                                                                       Thirteen Weeks
                                                                       --------------
                                                             March 29, 1996       March 31, 1995
                                                             --------------       --------------
CASH FLOWS FROM OPERATING ACTIVITIES:                                  (In thousands)

<S>                                                                  <C>                  <C>
Net Earnings                                                         $5,585               $5,436
  Adjustments to reconcile net earnings to
   net cash provided by operating activities:
     Depreciation and amortization                                    3,299                3,282
     Deferred income taxes                                             (605)                (292)
     Change in:
      Accounts receivable                                                52               (3,044)
      Inventories                                                    (3,355)              (3,848)
      Trade accounts payable                                           (367)              (2,405)
      Retirement benefits and deferred
      compensation                                                       89                1,342
      Other accrued liabilities                                         887               (3,185)
      Other                                                          (1,084)               1,383
                                                                     ------               ------

                                                                      4,501               (1,331)
                                                                     ------               ------

CASH FLOWS FROM INVESTING ACTIVITIES:

  Property, plant and equipment additions                            (4,485)              (7,526)
  Proceeds from sale of property, plant,
    and equipment                                                         5                  322
                                                                     ------               ------
  
                                                                     (4,480)              (7,204)
                                                                     ------               ------
     
CASH FLOWS FROM FINANCING ACTIVITIES:

  Borrowing on notes payable and lines of credit                      1,937               33,557
  Payments on notes payable and lines of credit                      (1,662)             (23,739)
  Payments on long-term debt                                              -               (2,210)
  Common stock issued                                                 2,271                2,071
  Retirement of common and preferred stock                             (446)                   -
  Cash dividends paid                                                (2,126)              (1,905)
                                                                     ------               ------
  
                                                                        (26)               7,774
                                                                     ------               ------ 
     
Effect of exchange rate changes on cash                                 465                 (874)
                                                                     ------               ------

Net increase (decrease) in cash and cash equivalents                    460               (1,635)

Cash and cash equivalents:

  Beginning of year                                                   1,643                2,444
                                                                     ------               ------
  
  End of period                                                      $2,103                 $809
                                                                     ======               ======
  
                 See notes to consolidated financial statements.
</TABLE>
                                        
                                        5
<PAGE>
                                   
                          GRACO INC. AND SUBSIDIARIES
                                       
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                       
                                  (Unaudited)


1.   The  consolidated  balance  sheet of Graco Inc.  and  Subsidiaries  (the
     Company) as of March 29, 1996 and the related statements of earnings and
     cash  flows for the thirteen weeks ended March 29, 1996, and  March  31,
     1995, have been prepared by the Company without being audited.

     In  the opinion of management, these consolidated statements reflect all
     adjustments necessary to present fairly the financial position of  Graco
     Inc.  and  Subsidiaries  as  of  March 29,  1996,  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 1995 Form 10-K.

     The  results  of  operations  for interim periods  are  not  necessarily
     indicative of results which will be realized for the full fiscal year.

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

                                              March 29, 1996    Dec. 29, 1995
                                              --------------    -------------
     
     Finished products and components                $44,604          $40,335
     Products and components in various
         stages of completion                         23,291           22,597
     Raw materials                                    11,890           13,152
                                              --------------    -------------
                                                      79,785           76,084
     Reduction to LIFO cost                          (34,870)         (34,391)
                                              --------------    -------------
                                                     $44,915          $41,693
                                              ==============    =============  
                                                                     


                                   
                                   
                                   
                                   6
<PAGE>

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

Results of Operations

Net earnings in the first quarter of $5.6 million increased $0.1 million from
the same period a year ago despite a decrease in sales.  Sales were lower in
all geographic regions.  The earnings improvement came primarily as a result
of a lower effective tax rate and lower interest expense in the first quarter
of 1996 compared to 1995.  Also contributing to the Company's improved
earnings was a one percentage point increase in gross margin  from 1995 as the
result of price increases.

Sales in the first quarter of $90.2 million decreased $5.4 million, or 6
percent, from the same period in 1995.  First quarter sales in the Americas
decreased 5 percent to $61.8 million and European sales declined 2 percent to
$15.8 million (a 6 percent volume decrease, and a 4 percent gain due to
exchange rates).  In Asia Pacific, sales decreased 12 percent to $12.5 million
(a volume decrease of 10 percent and a loss of 2 percent on exchange rates).

Operating expenses in the first quarter of $35.8 million decreased $1.0
million or 3 percent from the first quarter of 1995.  Product development
expense increased 8 percent over 1995 due to increased occupancy costs
associated with the Company's Russell J. Gray Technical Center which opened in
1995.   Selling expenses were 8 percent lower than the same period last year,
largely due to lower headcount.  General and administrative costs were up 5
percent, due primarily to expense items related to consolidating the Company's
Franklin Park, Illinois operations.  By relocating Franklin Park's industrial
systems application engineering and sales expertise to Minneapolis, the
Company will be well-suited to leverage its systems skills throughout the
Company's entire technical group.

The effective income tax rate for the quarter was 33 percent compared to 38
percent for the same period in 1995.  The decrease was due primarily to
foreign earnings effectively taxed at lower rates.

While harsh winter conditions in North America and economic softness in many
markets contributed to a slow first quarter of 1996, the Company is encouraged
by recent positive trends.  Incoming orders in the first quarter exceeded
sales by $10 million, increasing backlog to $30 million.  Toyota Motor
Corporation in Cambridge, Ontario recently awarded an $11 million contract to
the Company to install a paint circulating system during the second half of
1996.  Excluding subcontract work, the Company will recognize approximately $4
million of sales from this project.  The Company will continue to make further
improvements to manufacturing efficiency and investments in new product
development, while closely controlling expenses throughout the organization.

Financial Condition

Cash was provided by earnings and operating activities and used principally to
fund property additions.  Accounts receivable decreased $1.0 million from the
prior year-end due primarily to collection efforts in Europe and Japan, and
property, plant and equipment purchases total $4.5 million year-to-date.

The Company has unused lines of credit available at March 29, 1996 totaling
$66 million.
                                       
                                       
                                       7
<PAGE>                                       

                                    PART II
                                       
Item 6.   Exhibits and Reports on Form 8-K

          (a)  Exhibits

               Statement on Computation                     Exhibit 11
               of Per Share Earnings

               Financial Data Schedule                      Exhibit 27

          (b)  No reports on Form 8-K have been filed during the quarter
               for which this report is filed.















                                       
                                       
                                       8
<PAGE>                                       

                                  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:  May 13, 1996                By:/S/ George Aristides
                                      George Aristides
                                      President and Chief Executive Officer





Date:  May 13, 1996                By:/S/ David M. Lowe
                                      David  M. Lowe
                                      Treasurer
                                      (Principal Financial Officer)














                                       9
<PAGE>                                       


                                                                 EXHIBIT 11

                                        

                           GRACO INC. AND SUBSIDIARIES



                  COMPUTATION OF NET EARNINGS PER COMMON SHARE


                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                   Thirteen Weeks  Ended
                                                                   ---------------------
                                                          March 29, 1996         March 31, 1995
                                                          --------------         --------------
                                                         (In thousands except per share amounts)

<S>                                                             <C>                    <C>
Net earnings applicable to common stock:
 Net earnings                                                    $5,585                 $5,436
 
 Less dividends on preferred stock                                    -                     19
                                                                -------                -------

                                                                 $5,585                 $5,417
                                                                =======                =======

Average number of common and common
  equivalent shares outstanding:

  Average number of common
    shares outstanding                                           17,315                 17,124

  Dilutive effect of stock options
    computed on the treasury
    stock method                                                    238                    124
                                                                 ------                 ------

                                                                 17,553                 17,248
                                                                 ======                 ======

Net earnings per common
    and common equivalent share                                    $.32                   $.31
                                                                 ======                 ======

    
    Primary and fully diluted earnings per share are substantially the same.
</TABLE>
                                        
                                        



<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM GRACO INC.
AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF EARNINGS AND CONSOLIDATED BALANCE
SHEETS FOR THE QUARTERLY PERIOD ENDING SEPTEMBER 29, 1995 AND IS QUALIFIED IN
ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000042888
<NAME> GRACO INC.
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-27-1996
<PERIOD-END>                               MAR-29-1996
<CASH>                                           2,103
<SECURITIES>                                         0
<RECEIVABLES>                                   72,211
<ALLOWANCES>                                     4,977
<INVENTORY>                                     44,915
<CURRENT-ASSETS>                               132,572
<PP&E>                                         160,162
<DEPRECIATION>                                  82,152
<TOTAL-ASSETS>                                 223,224
<CURRENT-LIABILITIES>                           71,647
<BONDS>                                         11,960
<COMMON>                                        17,414
                                0
                                          0
<OTHER-SE>                                      91,485
<TOTAL-LIABILITY-AND-EQUITY>                   223,224
<SALES>                                         90,153
<TOTAL-REVENUES>                                90,153
<CGS>                                           45,316
<TOTAL-COSTS>                                   45,316
<OTHER-EXPENSES>                                36,552
<LOSS-PROVISION>                                  (131)
<INTEREST-EXPENSE>                                 232
<INCOME-PRETAX>                                  8,285
<INCOME-TAX>                                     2,700
<INCOME-CONTINUING>                              5,585
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     5,585
<EPS-PRIMARY>                                      .32
<EPS-DILUTED>                                      .32
        


</TABLE>


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