-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SsjZPew/2KLmtxUa6fpvrAHZc98JqJFUgHy8YeJNuVRrVRB7LlAdWaJEPgcePeEr cMKRW+dN+Kg+Dppzyt1Cyw== 0000009342-03-000017.txt : 20030617 0000009342-03-000017.hdr.sgml : 20030617 20030617094725 ACCESSION NUMBER: 0000009342-03-000017 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030329 ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20030617 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BALDOR ELECTRIC CO CENTRAL INDEX KEY: 0000009342 STANDARD INDUSTRIAL CLASSIFICATION: MOTORS & GENERATORS [3621] IRS NUMBER: 430168840 STATE OF INCORPORATION: MO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-07284 FILM NUMBER: 03746638 BUSINESS ADDRESS: STREET 1: 5711 R S BOREHAM JR ST STREET 2: P O BOX 2400 CITY: FORT SMITH STATE: AR ZIP: 72902-2400 BUSINESS PHONE: 5016464711 8-K/A 1 f8ka_march03.htm form8ka_03/29/03
                                              SECURITIES AND EXCHANGE COMMISSION
                                                        Washington, D.C. 20549



                                                              FORM 8-K/A
                                                           (Amendment No. 1)

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





Date of Report (Date of earliest event reported) ................................................... April 10, 2003

Exact name of registrant as specified in its charter ...................................... Baldor Electric Company

State or other jurisdiction of incorporation ............................................................. Missouri

Commission File Number ................................................................................... 01-07284

IRS Employer Identification No ......................................................................... 43-0168840

Address of principal executive offices ................................................ 5711 R. S. Boreham, Jr., St
                                                                                               Fort Smith, Arkansas
Zip Code .................................................................................................... 72901

Registrant's telephone number, including area code ................................................... 479-646-4711

Former name or former address, if changed sine last report .................................................... N/A


Item 9. .REGULATION FD DISCLOSURE

This amendment is filed to include the Form 8K  information  above,  inadvertently  omitted from the original  filing.  No changes have
been made to Exhibit 99 attached.

The following  information  is being  provided under Item 12 - Results of Operations  and Financial  Condition.  It is being  furnished
under  Item 9 of this Form 8-K in  accordance  with  interim  guidance  issued by the SEC in release  No.  33-8216.  Such  information,
including the Exhibit attached hereto, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934.
On April 10, 2003,  Baldor  Electric  Company  issued a news release to report its financial  results for the first quarter ended March
29, 2003.  The release is furnished as Exhibit 99 hereto.



                                                              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 hereunto duly authorized.

                                                              Baldor Electric Company
                                                              (Registrant)



Date    June 17, 2003                                           /s/  Ronald E. Tucker
                                                              Ronald E. Tucker
                                                              Chief Financial Officer and Secretary
                                                              (Principal Financial Officer)


                                                        BALDOR ELECTRIC COMPANY

                                                           INDEX OF EXHIBITS



Exhibit No.           Description

99                    Company issued news release dated April 10, 2003


EX-99 3 f8k_exh99.htm PRESS RELEASE form10q_122802
Date:             April 10, 2003

Subject:          Baldor Electric Company
                  1st Quarter 2003 Results and Discussion

Page:             1 of 3



Fort Smith, Arkansas - Baldor Electric Company (NYSE:BEZ) markets,  designs, and manufactures  electric motors,  drives, and generators
and is based in Fort Smith, Arkansas.  Today Baldor announced the results of the first quarter of 2003.
                                                      1st Quarter
(in thousands except per share data)              2003            2002
                                            ---------------------------------
                                                     13 weeks ended             %
                                               Mar 29 2003     Mar 30 2002    Change
                                            -------------------------------------------

Net Sales                                         $137,389       $133,510        3 %
Cost of Sales                                       99,899         96,354
                                            ---------------------------------
Gross Profit                                        37,490         37,156        1 %
SG&A                                                26,006         26,580
                                            ---------------------------------
Operating Profit                                    11,484         10,576        9 %
Other (Income) Expense                                 372            715
Profit Sharing                                       1,352          1,245
                                            ---------------------------------
Earnings Before Income Taxes                         9,760          8,616       13 %
Income Taxes                                         3,625          3,189
                                            ---------------------------------
Net Earnings                                     $   6,135       $  5,427       13 %
                                            =================================

Earnings Per Share - Diluted                         $0.181        $0.157       15 %
Dividends Per Share                                  $0.13         $0.13         0 %

Average Shares Outstanding                          33,882        34,557       - 2 %


In commenting on the results,  John McFarland,  President and CEO, stated, "First quarter sales increased 3% and net earnings increased
13% over 2002 levels while earnings per share  increased 15% to $0.18.  Our operating  margin of 8.4% was an improvement  over the 7.9%
margin of the first quarter 2002 and a continuing improvement over the fourth quarter of 2002."  (see graph below)


            Operating Margins
- -------------------------------------------
- ------------- --------------- -------------

                  Sales        Operating
              (in millions)     Margins
              --------------- -------------

Q1  `02           $ 133          7.9 %
Q2  `02           $ 145          9.4 %
Q3  `02           $ 135          7.3 %
Q4  `02           $ 136          8.3 %
Q1  `03           $ 137          8.4 %




                                                         (continued on page 2)
Date:             April 10, 2003

Subject:          Baldor Electric Company
                  1st Quarter 2003 Results and Discussion

Page:             2 of 3



McFarland  also  commented,  "Our strong  balance  sheet allowed us to repurchase  1.5 million  shares of our stock and acquire  Energy
Dynamics, Inc., a generator manufacturer, during the quarter."

R. S. Boreham,  Jr.,  Chairman,  commented,  "We are pleased this was our second quarter in a row with  increasing  sales.  Our success
with new products and new customers makes us believe we are gaining market share in this tough environment."


We have prepared answers to a list of questions often asked by shareholders.

Q ...  How were incoming orders for the first quarter of 2003?

We were  encouraged  by incoming  order rates during the first two months of the quarter;  however,  we saw a slow down during the last
few weeks of the  quarter.  Compared to the first  quarter of 2002,  incoming  orders were flat.  Compared  with the fourth  quarter of
2002, incoming orders were up 3%.

Q ...  How does your balance sheet look?

Even though we invested  $35 million in the  repurchase  of 1.5 million  shares of our stock and the  acquisition  of Energy  Dynamics,
Inc.,  our balance sheet remains  strong with nearly $30 million in cash. We also  improved cash flow from  operations  through  better
management of our receivables and inventories compared to last year.


                                       Balance Sheet Summary
- -----------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------

(in thousands)                                           2003             2002            2002
                                                   --------------------------------------------------
                                                   --------------------------------------------------
                                                      Mar 29 2003     Dec 28 2002     Mar 30 2002
                                                   --------------------------------------------------
                                                   --------------------------------------------------
Cash & marketable securities                           $   29,260       $   51,670      $   24,527
Receivables                                                88,151           83,630          90,430
Inventories                                               115,837          113,140         123,571
Working capital                                           172,117          199,023         188,740
Long-term debt                                            105,564          105,285         107,172
Shareholders' equity                                      250,533          274,598         265,380
Cash flow from operations (Year to date)                   16,167           53,574           5,185


Q ...  Where did you see improvement during the quarter?

Motor and drives sales were  relatively  flat compared to the first quarter 2002.  Generator  sales increased from $3.3 million to $6.0
million not including the acquisition of Energy Dynamics, Inc.




                                                         (continued on page 3)
Date:             April 10, 2003

Subject:          Baldor Electric Company
                  1st Quarter 2003 Results and Discussion

Page:             3 of 3



Q ...  How are inventory levels?

We have  improved  our raw  material  inventory  turns and our  finished  goods  inventories  are in  excellent  shape.  We believe our
customers continue to maintain low inventories.

Q ...  How is the drives business?

Profitability,  quality,  and inventory  management  all improved  during the quarter.  Incoming  orders have also  recently  improved,
including an order for a single motor control valued at $165,000, our largest ever.

Q ...  Did you introduce any new products this quarter?

On February 13, 2003, we announced the purchase of Energy Dynamics,  Inc., of Mukwonago,  Wisconsin.  This acquisition added generators
in the 200 kW to 2000 kW sizes.  Combined with Opti-GEN(R),  our new standby  generator  utilizing  adjustable speed  technology,  we now
offer a broad range of  generators  from 1.3 kW to 2000 kW. We recently  introduced a new linear  hybrid  stepper  motor that  provides
improved performance at a lower cost.  In addition, we continue to expand our capability to manufacture custom motors and drives.

Q ...  Are you continuing to gain new customers?

We were very  successful  last year in gaining new customers.  This success has continued in the first quarter of 2003 and causes us to
believe we are gaining market share.

Q ...  When will you update us again?

Our annual  Shareholders'  Meeting  will be held at 10:30 a.m.  (local  time) on Saturday,  May 3, 2003,  at the Fort Smith  Convention
Center.  The  Shareholders'  Meeting will be immediately  followed by a Trade Show that will showcase all of our facilities and product
lines, as well as many of our key suppliers, in one location.  Please call 479-646-4711 to RSVP your attendance.


This document contains  statements that are  forward-looking,  i.e. not historical  facts. The  forward-looking  statements  (generally
identified by words or phrases indicating a projection or future expectation such as "outlook",  "optimistic",  "trends", "expect(s)'',
"assuming",  "expectations",  ``forecasted",  "estimates", "expected") are based on the Company's current expectations and some of them
are subject to risks and  uncertainties.  Accordingly,  you are cautioned that any such forward  looking  statements are not guarantees
of future  performance and involve risks and  uncertainties,  and that actual results may differ materially from those projected in the
forward looking  statements as a result of various factors.  The factors that might cause such differences  include,  among others, the
following:  (i) changes in economic  conditions,  (ii)  developments  or new  initiatives by our competitors in the markets in which we
compete,  (iii)  fluctuations in the costs of select raw materials,  (iv) the success in increasing  sales and maintaining or improving
the  operating  margins  of the  Company,  and (v)  other  factors  including  those  identified  in the  Company's  filings  made from
time-to-time  with the Securities  and Exchange  Commission.  These  statements  should be read in conjunction  with the Company's most
recent  annual  report (as well as the  Company's  Form 10-K and other  reports  filed with the  Securities  and  Exchange  Commission)
containing a discussion of the Company's business and of various factors that may affect it.




For more information contact:

R. S. Boreham, Jr..........Chairman                       Baldor Electric Company              Phone:     479-646-4711
John A. McFarland..........President & CEO                P O Box 2400                         Fax:       479-648-5752
Ronald E. Tucker...........CFO & Secretary                Fort Smith, Arkansas 72902           Website:   www.baldor.com
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