- Quarterly Report (10-Q)

Table of Contents

 

United States Securities and Exchange Commission

Washington, D.C.  20549

 

FORM 10-Q

 

R	Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

For the quarterly period ended July 30, 2011

 

or

 

o	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 001-33836

 

Stewart & Stevenson LLC

(Exact name of registrant as specified in its charter)

 

Delaware		20-3974034
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)
1000 Louisiana St., Suite 5900, Houston, TX		77002
(Address of Principal Executive Offices)		(Zip Code)

 

[phone]

(Registrant’s telephone number including area code)

 

None

(Former name, former address, and former fiscal year if changed since last report)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or if 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     R    *      No     o

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or if such shorter period that the registrant was required to submit and post such files).  Yes       R     No      o

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company.  See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (check one):

Large accelerated  o        Accelerated filer  o             Non-accelerated filer  R              Smaller reporting company   o

(Do not check if a smaller reporting company)

 

Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2)Yes      o   No     R

 

There is no market for the registrant’s equity.  As of September 4, 2011, there were 56,179,272 common units outstanding.

 

* The registrant is currently not required to file reports, including this report, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 but is voluntarily filing this report with the Securities and Exchange Commission.

 

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Table of Contents

 

STEWART & STEVENSON LLC AND SUBSIDIARIES

TABLE OF CONTENTS

 

 

Part  I.	Financial Information		Page
	Item 1.	Financial Statements
		Condensed Consolidated Balance Sheets – As of July 30, 2011 and January 31, 2011	3
		Condensed Consolidated Statements of Operations – Three and six months ended July 30, 2011 and July 31, 2010	4
		Condensed Consolidated Statements of Cash Flows – Six months ended July 30, 2011 and July 31, 2010	5
		Notes to Condensed Consolidated Financial Statements	6
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20
	Item 3.	Quantitative and Qualitative Disclosures about Market Risk	30
	Item 4.	Controls and Procedures	31
Part II.	Other Information
	Item 1.	Legal Proceedings	31
	Item 1A.	Risk Factors	32
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	32
	Item 3.	Defaults Upon Senior Securities	32
	Item 4.	[Removed and Reserved]	32
	Item 5.	Other Information	32
	Item 6.	Exhibits	32

 

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PART I.  Financial Information

 

Item 1.  Financial Statements

 

Stewart & Stevenson LLC and Subsidiaries

Condensed Consolidated Balance Sheets

 

	As of
	July 30, 2011				January 31, 2011
(Dollars in thousands)	(Unaudited)
Assets
Current assets:
Cash and cash equivalents		$	9,571			$	9,168
Restricted cash		5,000				5,000
Accounts receivable, net		108,978				85,236
Recoverable costs and accrued profits not yet billed		48,088				78,934
Inventories, net		362,050				285,909
Other current assets		7,790				7,186
Total current assets		541,477				471,433
Property, plant and equipment, net		96,847				75,077
Goodwill and intangibles, net		22,119				16,064
Deferred financing costs and other assets		4,254				5,029
Total assets		$	664,697			$	567,603
Liabilities and shareholders’ equity
Current liabilities:
Bank notes payable		$	7,147			$	7,401
Current portion of long-term debt		32,616				40
Accounts payable		122,366				81,198
Accrued payrolls and incentives		17,565				15,913
Billings in excess of incurred costs		65				4,285
Customer deposits		98,943				80,346
Other current liabilities		56,155				43,979
Total current liabilities		334,857				233,162
Long-term debt, net of current portion		150,000				185,181
Other long-term liabilities		172				226
Total liabilities		485,029				418,569
Commitments and contingencies
Shareholders’ equity:
Common units, 56,179,272 and 56,025,210 issued and outstanding as of July 30, 2011 and January 31, 2011, respectively		75,922				74,113
Accumulated other comprehensive income		6,359				5,092
Retained earnings		97,387				69,829
Total shareholders’ equity		179,668				149,034
Total liabilities and shareholders’ equity		$	664,697			$	567,603

 

 

See accompanying Notes to Condensed Consolidated Financial Statements

 

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Stewart & Stevenson LLC and Subsidiaries

Condensed Consolidated Statements of Operations

(Unaudited)

 

	For the Three Months Ended								For the Six Months Ended
	July 30, 2011				July 31, 2010				July 30, 2011				July 31, 2010
(Dollars and units in thousands)
Sales		$	313,445			$	206,132			$	584,812			$	368,068
Cost of sales		253,600				169,087				474,429				305,344
Gross profit		59,845				37,045				110,383				62,724
Selling and administrative expenses		36,456				24,605				67,783				49,480
Other (income) expense, net		(123)				(381)				277				(335)
Operating profit		23,512				12,821				42,323				13,579
Interest expense, net		4,846				4,911				9,700				9,884
Earnings before income taxes		18,666				7,910				32,623				3,695
Income tax expense		708				517				818				1,001
Net earnings		$	17,958			$	7,393			$	31,805			$	2,694
Weighted average units outstanding:
Basic		56,128				56,025				56,077				56,025
Diluted		56,128				56,025				56,077				56,025
Net earnings per common unit
Basic		$	0.32			$	0.13			$	0.57			$	0.05
Diluted		$	0.32			$	0.13			$	0.57			$	0.05

 

 

See accompanying Notes to Condensed Consolidated Financial Statements

 

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Stewart & Stevenson LLC and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(Unaudited)

 

		For the Six Months Ended
(Dollars in thousands)		July 30, 2011					July 31, 2010
Operating activities
Net earnings		$	31,805				$	2,694
Adjustments to reconcile net earnings to net cash provided by operating activities:
Amortization of deferred financing costs		819					850
Depreciation and amortization		8,832					8,322
Share-based compensation expense		1,809					-
Non-cash foreign exchange (gains) losses		(131		)			110
Change in operating assets and liabilities net of the effect of acquisitions:
Accounts receivable, net		(17,820		)			11,516
Recoverable costs and accrued profits not yet billed		30,908					(8,670		)
Inventories, net		(63,291		)			(27,064		)
Accounts payable		38,522					13,814
Accrued payrolls and incentives		1,144					398
Billings in excess of incurred costs		(4,328		)			4,538
Customer deposits		18,195					27,396
Other current assets and liabilities		8,488					3,102
Other, net		1,171					(406		)
Net cash provided by operating activities		56,123					36,600
Investing activities
Capital expenditures		(4,427		)			(1,568		)
Additions to rental equipment		(20,401		)			(8,130		)
Acquisitions, net of cash acquired		(23,500		)			-
Proceeds from the sale of property, plant and equipment, net		-					18
Net cash used in investing activities		(48,328		)			(9,680		)
Financing activities
Change in short-term notes payable		(748		)			2,049
Change in revolving loans		(2,614		)			(17,825		)
Distributions to shareholders for tax obligations		(4,247		)			(253		)
Net cash used in financing activities		(7,609		)			(16,029		)
Effect of exchange rate on cash		217					(30		)
Increase in cash and cash equivalents		403					10,861
Cash and cash equivalents, beginning of fiscal period		9,168					3,321
Cash and cash equivalents, end of fiscal period		$	9,571				$	14,182
Cash paid for:
Interest		$	8,620				$	9,097
Income taxes		$	1,814				$	1,555

 

See accompanying Notes to Condensed Consolidated Financial Statements

 

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Stewart & Stevenson LLC and Subsidiaries

Notes to Condensed Consolidated Financial Statements

(Unaudited)

 

Note 1. Company Overview

 

Stewart & Stevenson LLC, headquartered in Houston, Texas, was formed for the purpose of acquiring from Stewart & Stevenson Services, Inc. and its affiliates on January 23, 2006 substantially all of their equipment, aftermarket parts and service and rental businesses that primarily served the oil and gas industry. Unless otherwise indicated or the context otherwise requires, the terms “Stewart & Stevenson,” the “Company,” “we,” “our” and “us” refer to Stewart & Stevenson LLC and its subsidiaries.

 

We are a leading designer, manufacturer and provider of specialized equipment and aftermarket parts and service for the oil and gas and other industries that we have served for over 100 years. Our wide range of products covers hydraulic fracturing, well stimulation, workover, intervention and drilling operations. These products include pumping, acidizing, coiled tubing, cementing and nitrogen units, drilling and workover rigs, power generation systems and electrical support and distribution systems, as well as engines, transmissions and material handling equipment. We have a substantial installed base of products, which provides us with significant opportunities for recurring, higher-margin aftermarket parts and service revenues from customers in the oil and gas, power generation and various other industries. In addition, we provide rental equipment to our customers, including generator sets, air compressors, rail car movers and material handling equipment.

 

Note 2. Basis of Presentation

 

The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with Rule 10-01 of Regulation S-X for interim financial statements and do not include all information and footnotes required by United States (“U.S.”) generally accepted accounting principles (“GAAP”) for complete financial statements.  However, the information furnished herein reflects all normal recurring adjustments which are, in the opinion of management, necessary for a fair presentation of the results for the interim periods presented.  The results of operations for the three and six months ended July 30, 2011 are not necessarily indicative of the results that will be realized for the fiscal year ending January 31, 2012. These condensed consolidated financial statements should be read in conjunction with our Annual Report on Form 10-K and the notes thereto for the year ended January 31, 2011.

 

Use of Estimates and Assumptions: The preparation of financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  We evaluate our estimates on an ongoing basis, based on historical experience and various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ from these estimates.

 

Fiscal Year: Our fiscal year begins on February 1 of the year stated and ends on January 31 of the following year.  For example, our “Fiscal 2011” began on February 1, 2011 and will end on January 31, 2012.  We report results on the fiscal quarter method with each quarter comprising approximately 13 weeks. The second quarter of Fiscal 2011 began on May 1, 2011 and ended on July 30, 2011.

 

Consolidation:   The consolidated financial statements include the accounts of Stewart & Stevenson LLC and all enterprises in which we have a controlling interest. All intercompany accounts and transactions have been eliminated. We do not have any variable-interest entities.

 

Reclassifications:     Certain reclassifications have been made in the prior year consolidated financial statements to conform to the current period presentation. In our prior reports filed with the SEC through the third quarter of Fiscal 2010, we presented four segments: equipment, aftermarket parts and service, rental and corporate. In our Fiscal 2010 Annual Report on Form 10-K, we revised our segments to the following three segments: manufacturing, distribution and corporate and shared services. Information relating to the three and six months ended July 31, 2010 included in the unaudited condensed consolidated financial statements herein and elsewhere in this Quarterly Report has been recast to reflect our new segment presentation. See “Note 4— Segment Data .”

 

Reverse Stock Split: As of May 31, 2011, we effected a reverse common unit split in the ratio of 1:1.785. All common units and per common unit calculations have been recast to include the impact of this reverse common unit split.

 

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Stewart & Stevenson LLC and Subsidiaries

Notes to Condensed Consolidated Financial Statements – continued

(Unaudited)

 

New Accounting Pronouncement:   On February 1, 2011, we adopted an update to existing guidance on revenue recognition for arrangements with multiple deliverables. This update allows companies to allocate consideration for qualified separate deliverables using estimated selling price for both delivered and undelivered items when vendor-specific objective evidence or third-party evidence is unavailable. Additional disclosures are required that discuss the nature of multiple element arrangements, the types of deliverables under the arrangements, the general timing of their delivery, and significant factors and estimates used to determine estimated selling prices. The adoption of this update did not have a material impact on our consolidated financial statements.

 

Note 3. Comprehensive Income

 

Total comprehensive income was as follows:

 

		For the Three Months Ended								For the Six Months Ended
		July 30, 2011				July 31, 2010				July 30, 2011				July 31, 2010
(Dollars in thousands)
Net earnings		$	17,958			$	7,393			$	31,805			$	2,694
Currency translation (loss) gain		(157		)		(27		)		1,267				2,412
Comprehensive income		$	17,801			$	7,366			$	33,072			$	5,106

 

Translation adjustments resulting from changes in exchange rates are reported in other comprehensive income.  As of July 30, 2011 and July 31, 2010, the entire accumulated other comprehensive income balance consisted of currency translation adjustments. Foreign currency transaction exchange (gains) losses are recorded in other (income) expense, net in the consolidated statements of operations and were ($0.1) million and $0.3 million during the three and six months ended July 30, 2011, respectively and less than $0.1 million and $0.1 million during the three and six months ended July 31, 2010, respectively.

 

Note 4. Segment Data

 

Our reportable segments are as follows:

 

Manufacturing

 

We design, manufacture and market equipment for U.S. and international oilfield service providers and drilling and workover contractors, as well as national oil companies that require integrated and customized product solutions. We manufacture equipment specifically for hydraulic fracturing, well stimulation, well workover, intervention and drilling operations. Our manufactured products include integrated solutions, which incorporate a variety of components into a single system, for a wide range of oilfield services and support applications. In addition, we provide parts and service to customers primarily in the oil and gas industry.

 

Distribution

 

We provide stand-alone products and aftermarket parts and service for products manufactured by us, our six key OEMs and other manufacturers. In addition, we provide rental equipment including generator sets, air compressors, rail car movers and material handling equipment to our customers. Our aftermarket parts and service operations, which provide us with a recurring, higher-margin source of revenue, serve customers engaged in the oil and gas, power generation, marine, mining, construction, commercial vehicle and material handling industries, as well as other industries.

 

Corporate and shared services

 

Our corporate and shared services segment includes administrative overhead normally not associated with specific activities within the operating segments. These expenses include legal, finance and accounting, internal audit, human resources, information technology, marketing, supply chain and similar corporate office costs.

 

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Stewart & Stevenson LLC and Subsidiaries

Notes to Condensed Consolidated Financial Statements – continued

(Unaudited)

 

Intra-segment revenues and costs are eliminated, and operating profit (loss) represents earnings (loss) before interest and income taxes. Operating results by segment were as follows:

 

		For the Three Months Ended						For the Six Months Ended
		July 30, 2011			July 31, 2010			July 30, 2011			July 31, 2010
(Dollars in thousands)
Sales
Manufacturing segment
Equipment		$	132,472		$	78,592		$	238,480		$	132,153
Parts and service			4,261			4,668			10,748			9,405
Total manufacturing sales		$	136,733		$	83,260		$	249,228		$	141,558
Distribution segment
Equipment		$	80,257		$	49,097		$	152,196		$	85,158
Parts and service			87,994			68,226			168,733			131,270
Rentals			8,461			5,549			14,655			10,082
Total distribution sales		$	176,712		$	122,872		$	335,584		$	226,510
Total sales		$	313,445		$	206,132		$	584,812		$	368,068
Operating profit (loss)
Manufacturing		$	25,315		$	11,058		$	45,071		$	16,546
Distribution			13,540			10,471			23,799			14,050
Corporate and shared services			(15,343)			(8,708)			(26,547)			(17,017)
Total operating profit		$	23,512		$	12,821		$	42,323		$	13,579
Operating profit percentage
Manufacturing			18.5%			13.3%			18.1%			11.7%
Distribution			7.7%			8.5%			7.1%			6.2%
Consolidated			7.5%			6.2%			7.2%			3.7%

 

Note 5. Long-Term Debt

 

		As of
		July 30, 2011				January 31, 2011
(Dollars in thousands)
Other debt		$	7,165			$	7,441
Revolving credit facility		32,598				35,181
Unsecured senior notes		150,000				150,000
Total		189,763				192,622
Less: current portion of debt		(39,763		)		(7,441		)
Long-term debt, net of current portion		$	150,000			$	185,181

 

Other debt: Other debt includes certain secured loans relating to our South American operations, a floor plan financing agreement and certain equipment loans.  The restricted cash on our balance sheet relates to collateral securing a portion of this debt.

 

Revolving Credit Facility: The revolving credit facility is a $250.0 million asset-based facility, which matures in February 2012, and is secured by substantially all accounts receivable, inventory and property, plant and equipment and provides for borrowings at LIBOR plus a margin ranging from 1.25% to 2.00% per annum, based on our leverage ratios, as specified in the credit agreement.  The revolving credit facility has a $25.0 million sub-facility to be used by our Canadian subsidiary.  As of July 30, 2011, borrowings under the facility bear interest at a weighted average interest rate of LIBOR plus 1.5%, or 2.29%.  A commitment fee of 0.30% to 0.375% per annum, based on our leverage ratios, is payable on all unused portions of the revolving credit facility.  Interest payments are due monthly, or as LIBOR contracts expire.  The revolving credit facility also has a $30.0 million sub-facility which may be used for letters of credit. The credit agreement limits available borrowings to certain percentages of our assets. As of July 30, 2011, there were $24.2 million of letters of credit outstanding.  Based on the outstanding borrowings, letters of credit issued and the terms of the asset-based revolving credit facility, our available borrowing capacity was approximately $169.1 million at July 30, 2011.

 

Our revolving credit facility matures in February 2012 and, therefore, is reclassified as current portion of long-term debt in our consolidated balance sheet as of July 30, 2011.  We are in the process of negotiating a long-term extension of our revolving credit facility and, while we expect to be able to complete this extension, there is no assurance that we will be able to do so, or, if we are able to extend our revolving credit facility, whether it will be on substantially similar terms and conditions as are currently in effect.

 

Unsecured Senior Notes: The $150.0 million of unsecured senior notes bear interest at 10% per annum and mature in July 2014.

 

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Stewart & Stevenson LLC and Subsidiaries

Notes to Condensed Consolidated Financial Statements – continued

(Unaudited)

 

The revolving credit facility and the senior notes contain financial and operating covenants with which we must comply during the terms of the agreements.  These covenants include the maintenance of certain financial ratios, restrictions related to the incurrence of certain indebtedness and investments, and prohibition of the creation of certain liens. We were in compliance with all covenants as of July 30, 2011. The financial covenant for the revolving credit facility requires that we maintain a fixed charge coverage ratio, as defined in the agreement, of at least 1.1 to 1.0; however, this covenant does not take effect until our available borrowing capacity is $30.0 million or less.  The financial covenant for the senior notes indenture requires that, were we to incur additional indebtedness (subject to various exceptions set forth in the indenture), after giving effect to the incurrence of such additional indebtedness, we have a consolidated coverage ratio, as defined in the indenture, of at least 2.5 to 1.0.

 

We incurred and capitalized legal and financing costs associated with establishing the revolving credit facility and the issuance of the unsecured senior notes.  These deferred financing costs are being amortized over the terms of the credit facility and senior notes of five years and eight years, respectively, as a component of interest expense, net in the consolidated statements of operations.  As of July 30, 2011, $3.1 million of unamortized deferred financing costs were included in the balance sheet.

 

The estimated fair value of our senior notes is based on unadjusted quoted market prices from an active market (Level 1 inputs). At July 30, 2011, our senior notes with a carrying value of $150.0 million had a fair value of $153.0 million.

 

Guarantor entities:   The senior notes were co-issued by Stewart & Stevenson LLC and Stewart & Stevenson Funding Corp. and are guaranteed by all of our subsidiaries except one domestic subsidiary, one subsidiary in Canada and two subsidiaries in South America.  Stewart & Stevenson LLC and all of its subsidiaries except one domestic subsidiary, one subsidiary in Canada and two subsidiaries in South America are co-borrowers on the $250.0 million revolving credit facility.

 

The following condensed consolidated financial statements present separately the financial position, results of operations and cash flows of the co-issuers/guarantors (“Guarantor Entities”) and all non-guarantor subsidiaries of the Company (“Non-Guarantor Entities”) based on the equity method of accounting.

 

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Stewart & Stevenson LLC and Subsidiaries

Notes to Condensed Consolidated Financial Statements – continued

(Unaudited)

 

Condensed Consolidating Balance Sheets

 

		As of July 30, 2011
		(Unaudited)
		Guarantor Entities				Non-Guarantor Entities				Eliminations				Consolidated Totals
(Dollars in thousands)
Current assets		$	478,001			$	63,476			$	-			$	541,477
Property, plant and equipment, net		94,385				2,462				-				96,847
Other assets		12,173				4,688				9,512				26,373
Total assets		$	584,559			$	70,626			$	9,512			$	664,697
Current liabilities		$	298,859			$	35,998			$	-			$	334,857
Intercompany (receivables) payables		(44,103		)		44,103				-				-
Long-term liabilities		150,135				37				-				150,172
Shareholders’ equity (deficit)		179,668				(9,512		)		9,512				179,668
Total liabilities and shareholders’ equity		$	584,559			$	70,626			$	9,512			$	664,697
		As of January 31, 2011
		Guarantor Entities				Non-Guarantor Entities				Eliminations				Consolidated Totals
Current assets		$	414,311			$	57,122			$	-			$	471,433
Property, plant and equipment, net		72,246				2,831				-				75,077
Other assets		881				4,827				15,385				21,093
Total assets		$	487,438			$	64,780			$	15,385			$	567,603
Current liabilities		$	200,693			$	32,469			$	-			$	233,162
Intercompany (receivables) payables		(47,606		)		47,606				-				-
Long-term liabilities		185,317				90				-				185,407
Shareholders’ equity (deficit)		149,034				(15,385		)		15,385				149,034
Total liabilities and shareholders’ equity		$	487,438			$	64,780			$	15,385			$	567,603

 

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Stewart & Stevenson LLC and Subsidiaries

Notes to Condensed Consolidated Financial Statements – continued

(Unaudited)

 

Condensed Consolidating Statements of Operations

(Unaudited)

 

		For the Three Months Ended July 30, 2011
		Guarantor Entities				Non-Guarantor Entities				Eliminations				Consolidated Totals
(Dollars in thousands)
Sales		$	284,061			$	29,384			$	-			$	313,445
Cost of sales		232,521				21,079				-				253,600
Gross profit		51,540				8,305				-				59,845
Selling and administrative expenses		32,953				3,503				-				36,456
Equity in earnings of subsidiaries		(3,798		)		-				3,798				-
Other (income) expense, net		(173		)		50				-				(123		)
Operating profit		22,558				4,752				(3,798		)		23,512
Interest expense, net		4,037				809				-				4,846
Earnings before income taxes		18,521				3,943				(3,798		)		18,666
Income tax expense		563				145				-				708
Net earnings		$	17,958			$	3,798			$	(3,798	)		$	17,958
		For the Three Months Ended July 31, 2010
		Guarantor Entities				Non-Guarantor Entities				Eliminations				Consolidated Totals
Sales		$	186,658			$	19,474			$	-			$	206,132
Cost of sales		152,108				16,979				-				169,087
Gross profit		34,550				2,495				-				37,045
Selling and administrative expenses		21,403				3,202				-				24,605
Equity in loss of subsidiaries		1,526				-				(1,526		)		-
Other income, net		(250		)		(131		)		-				(381		)
Operating profit (loss)		11,871				(576		)		1,526				12,821
Interest expense, net		4,179				732				-				4,911
Earnings (loss) before income taxes		7,692				(1,308		)		1,526				7,910
Income tax expense		299				218				-				517
Net earnings (loss)		$	7,393			$	(1,526	)		$	1,526			$	7,393

 

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Notes to Condensed Consolidated Financial Statements – continued

(Unaudited)

 

Condensed Consolidating Statements of Operations

(Unaudited)

 

		For the Six Months Ended July 30, 2011
			Guarantor Entities					Non-Guarantor Entities					Eliminations					Consolidated Totals
(Dollars in thousands)
Sales			$	524,232				$	60,580				$	-				$	584,812
Cost of sales			427,949					46,480					-					474,429
Gross profit			96,283					14,100					-					110,383
Selling and administrative expenses			60,232					7,551					-					67,783
Equity in earnings of subsidiaries			(4,606		)			-					4,606					-
Other (income) expense, net			(225		)			502					-					277
Operating profit			40,882					6,047					(4,606		)			42,323
Interest expense, net			8,152					1,548					-					9,700
Earnings before income taxes			32,730					4,499					(4,606		)			32,623
Income tax expense (benefit)			925					(107		)			-					818
Net earnings			$	31,805				$	4,606				$	(4,606	)			$	31,805

 

 

		For the Six Months Ended July 31, 2010
			Guarantor Entities					Non-Guarantor Entities					Eliminations					Consolidated Totals
Sales			$	330,719				$	37,349				$	-				$	368,068
Cost of sales			272,792					32,552					-					305,344
Gross profit			57,927					4,797					-					62,724
Selling and administrative expenses			43,212					6,268					-					49,480
Equity in loss of subsidiaries			3,624					-					(3,624		)			-
Other (income) expense, net			(631		)			296					-					(335		)
Operating profit (loss)			11,722					(1,767		)			3,624					13,579
Interest expense, net			8,432					1,452					-					9,884
Earnings (loss) before income taxes			3,290					(3,219		)			3,624					3,695
Income tax expense			596					405					-					1,001
Net earnings (loss)			$	2,694				$	(3,624	)			$	3,624				$	2,694

 

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Notes to Condensed Consolidated Financial Statements – continued

(Unaudited)

 

Condensed Consolidating Statements of Cash Flows

(Unaudited)

 

		For the Six Months Ended July 30, 2011
			Guarantor Entities					Non-Guarantor Entities					Eliminations					Consolidated Totals
(Dollars in thousands)
Net cash provided by (used in):
Operating activities
Net earnings			$	31,805				$	4,606				$	(4,606	)			$	31,805
Equity in earnings of subsidiaries			(4,606		)			-					4,606					-
Other adjustments			24,484					(166		)			-					24,318
Operating activities			51,683					4,440					-					56,123
Investing activities			(48,214		)			(114		)			-					(48,328		)
Financing activities			(4,448		)			(3,161		)			-					(7,609		)
Effect of exchange rate on cash			-					217					-					217
Net (decrease) increase in cash			(979		)			1,382					-					403
Cash at the beginning of the period			2,273					6,895					-					9,168
Cash at the end of the period			$	1,294				$	8,277				$	-				$	9,571

 

 

		For the Six Months Ended July 31, 2010
			Guarantor Entities					Non-Guarantor Entities					Eliminations					Consolidated Totals
Net cash provided by (used in):
Operating activities
Net earnings (loss)			$	2,694				$	(3,624	)			$	3,624				$	2,694
Equity in loss of subsidiaries			3,624					-					(3,624		)			-
Other adjustments			31,252					2,654					-					33,906
Operating activities			37,570					(970		)			-					36,600
Investing activities			(9,419		)			(261		)			-					(9,680		)
Financing activities			(17,689		)			1,660					-					(16,029		)
Effect of exchange rate on cash			-					(30		)			-					(30		)
Net increase in cash			10,462					399					-					10,861
Cash at the beginning of the period			248					3,073					-					3,321
Cash at the end of the period			$	10,710				$	3,472				$	-				$	14,182

 

 

Note 6. Significant Balance Sheet Accounts

 

Allowance for Doubtful Accounts:   Activity in the allowance for doubtful accounts was as follows:

 

		For the Three Months Ended										For the Six Months Ended
(Dollars in thousands)			July 30, 2011					July 31, 2010					July 30, 2011					July 31, 2010
Allowance for doubtful accounts at beginning of period			$	2,544				$	5,190				$	2,707				$	4,919
Additions (reductions) to reserves			298					(885		)			518					(332		)
Writeoffs against allowance for doubtful accounts			(126		)			(172		)			(519		)			(489		)
Collections of previously reserved items			24					28					34					63
Allowance for doubtful accounts at end of period			$	2,740				$	4,161				$	2,740				$	4,161

 

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Notes to Condensed Consolidated Financial Statements – continued

(Unaudited)

 

Inventories, net :  Summarized below are the components of inventories:

 

		As of
			July 30, 2011					January 31, 2011
(Dollars in thousands)
Inventory purchased under distributor agreements			$	130,726				$	107,872
Raw materials and spare parts			107,256					79,231
Work in process			121,995					97,501
Finished goods			2,073					1,305
Total inventories, net			$	362,050				$	285,909

 

Raw materials and spare parts include OEM equipment and components used in the manufacturing segment. Included in work in process are seven drilling rigs that are substantially complete and ready for customer orders. Finished goods include manufactured equipment that is essentially complete. The inventory balances above are net of inventory valuation allowances totaling $34.2 million and $30.4 million as of July 30, 2011 and January 31, 2011, respectively.

 

Property, Plant and Equipment, net:   Components of property, plant and equipment, net, were as follows:

 

 

		As of
			July 30, 2011					January 31, 2011
(Dollars in thousands)
Machinery and equipment			$	33,573				$	29,852
Buildings and leasehold improvements			31,090					27,918
Rental equipment			85,175					67,067
Computer hardware and software			4,822					4,701
Accumulated depreciation			(69,234		)			(62,220		)
Net depreciable assets			$	85,426				$	67,318
Construction in progress			3,252					696
Land			8,169					7,063
Property, plant and equipment, net			$	96,847				$	75,077

 

 

Depreciation expense was $4.1 million and $7.7 million during the three and six months ended July 30, 2011, respectively, and $3.8 million and $7.6 million during the three and six months ended July 31, 2010, respectively.

 

 

Intangible Assets and Goodwill: Amounts allocated to intangible assets are amortized in a manner over which the expected benefits of those assets are realized pursuant to their estimated useful lives.  Intangible asset values include the following:

 

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(Unaudited)

 

						As of July 30, 2011
			Estimated Useful Life				Gross Carrying Value					EMDSI Acquisition					Accumulated Amortization					Currency Translation					Net
(Dollars in thousands)
Non-current amortizable intangible assets:
Engineering drawings			2.5-10 Years				$	6,346				$	-				$	(5,342	)			$	189				$	1,193
Distribution contracts			27 Years				3,384					2,613					(890		)			-					5,107
Customer relationships			6-11 Years				7,409					2,080					(3,694		)			801					6,596
Non-compete covenant			5 Years				1,420					-					(1,344		)			115					191
Total							$	18,559				$	4,693				$	(11,270	)			$	1,105				$	13,087
Indefinite-lived intangible assets:
Trademarks and tradename			-				6,316					762					-					413					7,491
Total							$	24,875				$	5,455				$	(11,270	)			$	1,518				$	20,578

 

 

We acquired approximately $5.5 million of intangible assets in a recent acquisition which are recorded in goodwill and intangibles, net in our consolidated balance sheet. See “Note 11— EMDSI Acquisition .”

 

 

						As of January 31, 2011
			Estimated Useful Life				Gross Carrying Value					Accumulated Amortization					Impairment					Currency Translation					Net
(Dollars in thousands)
Non-current amortizable intangible assets:
Engineering drawings			2.5-10 Years				$	6,346				$	(5,211	)			$	-				$	189				$	1,324
Distribution contracts			27 Years				3,384					(624		)			-					-					2,760
Customer relationships			6-11 Years				7,409					(3,097		)			-					635					4,947
Non-compete covenant			5 Years				1,420					(1,182		)			-					105					343
Total							$	18,559				$	(10,114	)			$	-				$	929				$	9,374
Indefinite-lived intangible assets:
Trademarks			-				9,150					-					(2,834		)			374					6,690
Total							$	27,709				$	(10,114	)			$	(2,834	)			$	1,303				$	16,064

 

 

Amortization expense was $0.6 million and $1.2 million during the three and six months ended July 30, 2011, respectively, and $0.4 million and $0.8 million during the three and six months ended July 31, 2010, respectively.

 

The following table presents goodwill (relating entirely to the distribution segment) as of the dates indicated, as well as changes in the account during the period shown:

 

			Amount
(Dollars in thousands)
Carrying amount as of January 31, 2011			$	-
Goodwill acquired during the year			1,541
Carrying amount as of July 30, 2011			$	1,541

 

 

See “Note 11— EMDSI Acquisition ” for information on the goodwill acquired during Fiscal 2011.

 

During the fourth quarter of Fiscal 2010, we performed our annual impairment test for goodwill and indefinite-lived intangible assets and determined that the carrying amount for our Crown reporting unit exceeded its estimated fair value. As a result of the second step of the impairment analysis, we determined that the Crown reporting unit’s indefinite-lived intangible assets were partially impaired and its goodwill was determined to have no residual value.

 

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(Unaudited)

 

Warranty Costs: Generally, the only warranty provided to our customers for products we sell that were originally manufactured by others, including our key OEMs, is the warranty provided by those original manufacturers. We warrant products manufactured, and services provided, by us for periods of three to 18 months. Based on historical experience and contract terms, we accrue the estimated cost of our product and service warranties at the time of sale or, in some cases, when specific warranty exposures are identified and quantifiable. Accrued warranty costs are adjusted periodically to reflect actual experience. Certain warranty and other related claims involve matters of dispute that ultimately are resolved by negotiation, arbitration or litigation. Occasionally, a material warranty issue can arise that is beyond our historical experience. We accrue for any such warranty issues as they become known and estimable.

 

A summary of activity for accrued warranty costs, recorded in other current liabilities on the consolidated balance sheets for the periods ended July 30, 2011 and July 31, 2010, was as follows:

 

		For the Three Months Ended										For the Six Months Ended
			July 30, 2011					July 31, 2010					July 30, 2011					July 31, 2010
(Dollars in thousands)
Accrued warranty costs at beginning of period			$	8,856				$	3,961				$	9,110				$	4,398
Payments for warranty obligations			(1,011		)			(823		)			(2,328		)			(1,529		)
Warranty accrual			1,673					1,621					2,736					1,890
Accrued warranty costs at end of period			$	9,518				$	4,759				$	9,518				$	4,759

 

 

Other current liabilities:   Included in other current liabilities were $8.1 million and $12.2 million of accrued job costs as of July 30, 2011 and January 31, 2011, respectively.  No other item comprises more than 5% of total current liabilities.

 

Note 7. Equity

 

We have 56,179,272 common units issued and outstanding, which consist of both Common Units and Common B Units.  Additionally, we have Common A Units, none of which are issued or outstanding.  These three classes of Units have the same economic rights. The voting and transfer rights of the three classes differ in that the Common Units are entitled to one vote per Common Unit and upon transfer shall remain designated as Common Units. The Common A Units are entitled to ten votes per Common A Unit and upon transfer will be designated as Common Units.  The Common B Units are entitled to ten votes per Common B Unit and upon transfer may be designated by the transferor as Common B Units, Common A Units or Common Units. The number of Common Units and Common B Units issued and outstanding as of July 30, 2011, was 27,747,927 and 28,431,345, respectively, and as of January 31, 2011, was 27,033,613 and 28,991,597, respectively.

 

Stewart & Stevenson LLC is a limited liability company, therefore, U.S. federal and certain state taxes are paid by the holders of our common units.  As a limited liability company, the common unit holders’ liability is limited to the capital invested in the Company.

 

Share-Based Compensation:   On September 5, 2007, our board of directors adopted the 2007 Incentive Compensation Plan (“Incentive Plan”). The Incentive Plan received the required approval of a majority of our unit holders and became effective on September 27, 2007.  In connection with the adoption and approval of the Incentive Plan, the compensation committee of the board, which has the responsibility to administer the Incentive Plan, made certain grants of restricted shares to our non-executive directors and certain members of our senior executive management. The grants to our four non-executive directors totaled 134,454 restricted shares vesting in five (5) 26,891 share tranches, with each such tranche vesting upon board service for a complete fiscal year. In addition, approximately 62,745 of the restricted shares granted to three former directors were earned as part of their service to us with the balance of their grants being forfeited. The executive grants total 33,613 restricted shares vesting in five (5) 6,723 share tranches, with each tranche vesting upon employment for a complete fiscal year.  In addition, approximately 11,204 of the restricted shares granted to a former executive were earned before his resignation from the Company with the balance being forfeited. The executive grants are subject to the achievement of net pre-tax income growth in the relevant fiscal year that exceeds the median net pre-tax income growth of a peer group of companies consisting of Schlumberger, Ltd., National Oilwell Varco, Inc., Weatherford International Ltd. and Cameron International Corp. and are subject to acceleration in the case of an executive’s death or disability. This performance condition was met for Fiscal 2010 and 6,723 shares vested; however, this performance condition was not met for Fiscal 2009 or Fiscal 2008 and those tranches were forfeited.  All grants are subject to (i) the completion of an initial public equity offering and (ii) accelerated vesting upon a change-in-control of the company. No expense has been recognized for these grants because the contingent condition has not occurred and, as of July 30, 2011, diluted earnings per common unit excluded the approximately 228,571 contingent unvested restricted shares related to these September 2007 grants.

 

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On May 31, 2011, upon the recommendation of our chairman, approval of our compensation committee and pursuant to the Amended and Restated 2007 Incentive Compensation Plan, our board authorized the grant to our Chief Executive Officer of 154,062 common units, which vested immediately, and 448,179 options to purchase common units, which vest in four (4) equal tranches upon the attainment of both service and performance measures.  The service measure is satisfied upon the fulfillment of a one-year service anniversary for each of the next four years from the date of grant, May 31, 2011, through May 31, 2015.  Each such tranche, however, remains subject to the attainment of a performance measure(s), as established by the compensation committee and approved by our board of directors, in respect of the fiscal year preceding the service anniversary date (e.g., May 31, 2012 service anniversary subject to meeting the performance measure for fiscal year ended January 31, 2012).  No measurement date has been established for tranches two through four as the performance measure(s) remains to be established.  We recognized non-cash, share-based compensation expense of approximately $1.8 million related to these items during the three months ended July 30, 2011.

 

On May 31, 2011, upon the recommendation of our chairman, approval of our compensation committee and pursuant to the Amended and Restated 2007 Incentive Compensation Plan, our board authorized the grant of 33,613 restricted shares to each of our three recently appointed non-executive directors, which vest in five (5) 6,723 share tranches with the first tranche vesting on May 31, 2011 and each of the next four tranches vesting upon board service for a complete fiscal year (with respect to Fiscal 2011 service through January 31, 2012 being deemed a complete fiscal year).  All of these grants are subject to (i) the completion of an initial public equity offering and (ii) accelerated vesting upon a change-in-control of the company, if an initial public equity offering has occurred.  No expense has been recognized for these grants because the contingent condition has not occurred and, as of July 30, 2011, diluted earnings per common unit excluded the approximately 100,839 contingent unvested restricted shares related to these May 2011 grants.

 

Note 8. Income Taxes

 

As a limited liability company, income is reported for federal and state income tax purposes (except for the Texas Margins tax and foreign taxes reported at the entity level) by our unit holders. During the three and six months ended July 30, 2011, we recognized tax expense of $0.6 million and $0.9 million, respectively, of Texas Margins tax. During the three and six months ended July 31, 2010, we recognized tax expense of $0.3 million and $0.6 million, respectively, of Texas Margins tax. During the three and six months ended July 30, 2011, we recognized tax expense of $0.1 million and tax benefit of $0.1 million, respectively, associated with foreign jurisdictions. During the three and six months ended July 31, 2010, we recognized tax expense of $0.2 million and $0.4 million, respectively, associated with foreign jurisdictions.

 

Generally, we make quarterly distributions to our unit holders to fund their tax obligations. During the six months ended July 30, 2011 and July 31, 2010, we made tax distributions of $4.2 million and $0.3 million, respectively, to our unit holders.

 

Note 9. Related Party Transactions

 

During the fourth quarter of Fiscal 2009, we received a $37.5 million equipment order from an affiliate of the Company’s shareholder. Revenue recognition from this order will be deferred until title to the equipment passes to a third party and all other revenue recognition criteria have been met. During the first quarter of Fiscal 2011, the final payment from this affiliate was received and the full $37.5 million has been collected in cash. Coincident with full payment and pursuant to the terms of the sales agreement with the affiliate, for legal and commercial purposes, the affiliate owns and maintains title and risk of loss for the equipment in this order. The cash payments received from and amounts invoiced to this affiliate pursuant to this order are recorded as a customer deposit in the consolidated balance sheet and amounted to $30.5 million and $31.2 million as of July 30, 2011 and January 31, 2011, respectively.  Included in inventories, net are $24.2 million and $29.5 million of costs related to this order, respectively, as of these same dates.  During the three months ended July 30, 2011, we purchased a portion of this equipment, and in so doing re-acquired title, from this affiliate and subsequently sold it to a third party and recognized revenue and cost of sales in the consolidated statements of operations. Included in other current liabilities as of July 30, 2011, is $7.4 million due to this affiliate for the equipment we purchased, which was paid in August 2011. The $7.4 million due to the affiliate includes an incremental $0.4 million over what the affiliate originally paid to us for this portion of the equipment and this incremental $0.4 million was recognized as cost of sales upon selling the equipment to the third party during the second quarter of Fiscal 2011. No other amounts have been recorded in the consolidated statements of operations for this order to date.

 

Note 10. Litigation and Contingencies

 

During Fiscal 2009, the State of Texas began conducting a sales and use tax audit for Fiscal 2006, 2007 and 2008. The audit period has been expanded to include Fiscal 2009. In the second quarter of Fiscal 2009, we completed a preliminary analysis and recorded our then best estimate of probable loss as a charge to selling and administrative expenses and other current liabilities in our consolidated financial statements. As the audit process and periods have evolved, we have continued to evaluate this analysis and have recorded adjustments to the accrual reflecting our best estimate of probable loss. The audit remains in process and, accordingly, our ultimate loss could be greater, or less, than the amounts we have recorded.

 

In August 2011, a $10.8 million judgment against the Company was entered in the 80th Judicial District Court of Harris County, Texas in the matter of Brady Foret v. Stewart & Stevenson, et al . Our insurer has defended, and is continuing to defend, the Company in this case and has indicated that the judgment will be appealed.  Our self-insurance retention for this matter is $1.0 million, which amount has been accrued in a prior year.  Any costs associated with the appeal and any payment required by an eventual final judgment will be covered by our insurance policies.   This matter is not expected to have a material adverse effect to our consolidated balance sheets, results of operations or cash flows.

 

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(Unaudited)

 

We are also a defendant in a number of lawsuits relating to matters normally incident to our business. No individual case, or group of cases presenting substantially similar issues of law or fact, is expected to have a material effect on the manner in which we conduct our business or on our consolidated results of operations, financial position or liquidity. We maintain certain insurance policies that provide coverage for product liability and personal injury cases. These insurance policies are subject to a self-insured retention for which we are responsible, which is generally $500,000 for newer cases and $1.0 million for cases initiated before Fiscal 2009. We have established reserves that we believe to be adequate based on current evaluations and our experience in these types of claim situations. Nevertheless, an unexpected outcome or adverse development in any such case could have a material adverse impact on our consolidated results of operations in the period in which it occurs.

 

Note 11. EMDSI Acquisition

 

On March 23, 2011, we acquired 100% of the stock of EMDSI-Hunt Power, L.L.C. (“EMDSI”) in an all cash transaction from ITOCHU Corporation of Japan (“ITOCHU”) for total consideration of approximately $25.7 million, subject to final closing adjustments. In July 2011, we paid an additional $0.1 million to ITOCHU as the final closing adjustment. The acquisition was funded from available cash and through borrowings under our revolving credit facility. EMDSI, which is based in Harvey, Louisiana, specializes in the marketing and distribution of medium speed diesel engines for marine propulsion, drilling and power generation applications and is a provider of aftermarket parts and service.  The results of operations of EMDSI are included in our consolidated results of operations as of the acquisition date.

 

Recording of Assets Acquired and Liabilities Assumed

 

The following summarizes our preliminary assessment of the fair values of the assets acquired and liabilities assumed at the acquisition date. We are in the process of reviewing third-party valuations of the fair values of inventories, property, plant and equipment, construction contract assets and liabilities, intangible assets, deferred revenue and goodwill.  The excess of the consideration transferred over the preliminary assessment of fair value amounts to $1.5 million and is recorded as goodwill (all to our Distribution segment). Goodwill represents the future economic benefits arising from other assets acquired that could not be individually identified and separately recognized. The amounts below, which reflect our preliminary assessment of fair value as of the acquisition date, remain subject to change.

 

(Dollars in thousands)			Fair Values
Assets acquired:
Cash			$	2,345
Accounts receivable			5,009
Inventories			11,016
Property, plant and equipment			5,019
Other assets			207
Intangible assets			5,455
Construction contract assets			941
Goodwill			1,541
Liabilities assumed:
Accounts payable			2,087
Notes payable			112
Accrued liabilities			812
Deferred revenue			1,222
Construction contract liabilities			1,455
Net assets acquired/Consideration transferred			$	25,845

 

Inventories: A step-up adjustment of $1.5 million was recorded to present the inventories acquired at their fair value. This adjustment will be recorded into cost of sales as the underlying inventory is sold.

 

Property, plant and equipment: A step-up adjustment of $1.8 million was recorded to present the property, plant and equipment acquired at its fair value and will be depreciated over the next three to twenty-five years.

 

Construction contract assets and liabilities and deferred revenue:  We acquired construction contracts in process and deferred revenue from EMDSI that have been recorded at their fair value as of the acquisition date. These construction contract assets and liabilities, recorded in other current assets and liabilities, respectively, in our consolidated balance sheets, will be recognized as revenue, along with the remaining consideration to be received from these contracts, as each underlying contract is completed and delivered. The deferred revenue, recorded in customer deposits in our consolidated balance sheets, will be recognized as revenue when the underlying services are performed and completed.

 

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(Unaudited)

 

Intangible assets:  We identified intangible assets acquired in the EMDSI acquisition, including a distribution contract, customer relationships for equipment packages and parts and service and the EMDSI tradename. The EMDSI tradename is considered an indefinite-lived intangible asset, which will not be amortized, but will be subject to an annual impairment test. The following table summarizes the fair values recorded for the identified intangible assets and their estimated useful lives:

 

(Dollars in thousands)		Fair Values			Useful Lives
Distribution contract		$	2,613		7 years
Customer relationships - equipment packages			468		6 years
Customer relationships - parts and service			1,612		5 years
Tradename			762		Indefinite
Total identified intangible assets		$	5,455

 

The fair values for the construction contract assets and liabilities, deferred revenue, intangible assets and, consequently, goodwill, have changed from our preliminary assessment of fair value as of April 30, 2011 based upon our current preliminary assessment of fair value as of July 30, 2011. The impact of these changes did not have a material impact to the consolidated statements of operations for either the three months ended April 30, 2011 or the three months ended July 30, 2011.

 

Pro Forma Impact of EMDSI Acquisition

 

The unaudited pro forma condensed combined statement of operations for the three and six months ended July 30, 2011 and July 31, 2010 gives effect to the March 23, 2011 consummation of the EMDSI acquisition as if the transaction occurred on February 1, 2011 and 2010, respectively. The unaudited pro forma information is presented for illustration purposes only and is not necessarily indicative of the results of operations which would actually have been reported had the combination been in effect during these periods, or for which we might expect to report in the future.

 

			Three Months Ended						Six Months Ended
			July 30, 2011			July 31, 2010			July 30, 2011			July 31, 2010
(Dollars and units in thousands)			(unaudited)			(unaudited)			(unaudited)			(unaudited)
Sales			$	313,445		$	213,224		$	591,819		$	379,452
Net earnings (loss)			$	17,958		$	6,255		$	31,747		$	(44)
Weighted average units outstanding:
Basic			56,128			56,025			56,077			56,025
Diluted			56,128			56,025			56,077			56,025
Earnings (loss) per common unit:
Basic			$	0.32		$	0.11		$	0.57		$	(0.00)
Diluted			$	0.32		$	0.11		$	0.57		$	(0.00)

 

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

 

Special Note Regarding Forward-Looking Statements

 

This Quarterly Report includes statements that are, or may be deemed to be, “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by the use of forward-looking terminology, including the terms “believes,” “estimates,” “anticipates,” “expects,” “intends,” “plans,” “may,” “will” or “should” or, in each case, their negative or other variations or comparable terminology.  These forward-looking statements include all matters that are not historical facts and are not limited to the outlook for our future business and financial performance.  They appear in a number of places throughout this report and include statements regarding our intentions, beliefs or current expectations concerning, among other things, our results of operations, financial condition, liquidity, prospects, growth, strategies and the industry in which we operate.

 

By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future and some of which are beyond our control. We believe that these risks and uncertainties include:

 

·                   periodic economic and industry downturns affecting the oil and gas industry;

·                   competitive pressures in the industries that we serve;

·                   factors affecting our international sales and operations;

·                   the potential loss of a key OEM supplier;

·                   our failure to accurately estimate costs associated with products produced under fixed-price contracts;

·                   our ability to translate backlog into revenue and profit;

·                   the effect of regulation of hydraulic fracturing on the demand for our products;

·                   the impact of governmental laws and regulations, including environmental laws and regulations;

·                   the hazards to which our employees and customers are exposed during the conduct of our business;

·                   the occurrence of events not covered by insurance;

·                   our susceptibility to adverse weather conditions affecting the Gulf Coast;

·                   unforeseen difficulties relating to acquisitions;

·                   our ability to attract and retain qualified employees;

·                   our failure to maintain key licenses;

·                   our ability to protect our intellectual property;

·                   our level of indebtedness and restrictions on our activities imposed by our debt instruments;

·                   the ability of our principal stockholder to exercise control of our affairs through his beneficial ownership of a majority of our common equity, including all of our Class B common stock; and

·                   the other factors described under “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended January 31, 2011, which is accessible on the Securities and Exchange Commission’s website at www.sec.gov.

 

These factors should not be construed as exhaustive and should be read with the other cautionary statements in this Quarterly Report.

 

We caution you that forward-looking statements are not guarantees of future performance and that our actual results of operations, financial condition and liquidity, and developments in the industry in which we operate, may differ materially from those made in, or suggested by, the forward-looking statements contained in this Quarterly Report.  In addition, even if our results of operations, financial condition, liquidity and growth, and developments in the industry in which we operate are consistent with the forward-looking statements contained in this Quarterly Report, those results or developments may not be indicative of results or developments in subsequent periods.

 

Any forward-looking statements which we make in this Quarterly Report speak only as of the date of such statement, and, except as required under the federal securities laws and the rules and regulations of the SEC, we undertake no obligation to update publicly any forward-looking statements in this Quarterly Report after the date of this Quarterly Report, whether as a result of new information, future events or otherwise.  Comparisons of results for current and any prior periods are not intended to express any future trends or indications of future performance, unless expressed as such, and should only be viewed as historical data.

 

Overview

 

We are a leading designer, manufacturer and provider of specialized equipment and aftermarket parts and service for the oil and gas industry and other industries that we have served for over 100 years.

 

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Our wide range of products covers hydraulic fracturing, well stimulation, workover, intervention and drilling operations. These products include pumping, acidizing, coiled tubing, cementing and nitrogen units; drilling and workover rigs; power generation systems; and electrical support and distribution systems, as well as engines, transmissions and material handling equipment. We have a substantial installed base of products, which provides us with significant opportunities for recurring, higher-margin aftermarket parts and service revenues from customers in the oil and gas, power generation and various other industries. In addition, we provide rental equipment to our customers, including generator sets, air compressors, rail car movers and material handling equipment.

 

Business drivers and measures

 

Revenue factors

 

Oil and gas industry capital expenditures. Sales of our equipment are significantly driven by the capital spending programs of our customers. Growing worldwide demand for energy has resulted in significantly increased capital expenditures by oil and gas producers in recent years. We believe that we are well positioned for the rapid growth in the development of unconventional oil and gas resources, particularly in North America, which require utilization of technologically advanced well stimulation equipment of the nature that we provide. Although commodity price fluctuations may impact the level of oil and gas exploration activity in the long term, we believe the capital spending programs of our customers at this time continue to be strong. A decrease in the capital spending programs of our customers would adversely impact our equipment sales and, to a lesser extent, our aftermarket parts and service and rental sales. Approximately 80.0% and 81.9% of our revenues in the three and six months ended July 30, 2011, respectively, and 77.1% and 78.5% of our revenues in the three and six months ended July 31, 2010, respectively, came from customers in the oil and gas industry.

 

Non-oil and gas industries. We believe that many of the non-oil and gas industries we serve, particularly the commercial vehicle and material handling industries, provide us with opportunities to continue to grow our business.

 

Aftermarket parts and service demand. In addition, we provide aftermarket parts and service and rent equipment to customers in the oil and gas, power generation, marine, mining, construction, commercial vehicle and material handling industries. These sales generated approximately 31.9% and 33.1% of our revenues during the three and six months ended July 30, 2011, respectively, and 38.1% and 41.0% during the three and six months ended July 31, 2010, respectively. We provide aftermarket parts and service for equipment manufactured by approximately 100 manufacturers, including products manufactured by us and our key OEMs, and our aftermarket business provides us with a recurring revenue stream. Our rental revenue includes generators, compressors and material handling equipment.

 

Backlog. Among the metrics we track to monitor demand in our business is equipment order backlog. We define backlog as unfilled equipment orders that consist of written purchase orders or signed contracts accompanied, if required by our credit policies, by credit support (typically down payments or letters of credit). As of July 30, 2011, our equipment order backlog was $419.7 million, compared to $298.7 million as of July 31, 2010.

 

Backlog of $419.7 million as of July 30, 2011 included a $30.5 million equipment order received in Fiscal 2009 from an affiliate of our shareholder. Revenue recognition from this order will be deferred until title to the related product passes to a third party and all other revenue recognition criteria have been met. A deposit in the amount of $30.5 million is recorded as a customer deposit in our consolidated balance sheet. Included in inventories, net is $24.2 million in costs related to this order.

 

Seasonality. Our revenues are not significantly affected by seasonality.

 

Operational factors

 

Ensuring timely supply of components. While we believe that the opportunities to grow our business are significant, there are also challenges and uncertainties we face in executing our business plans. In the current environment of strong demand for products and services of the type we provide, our ability to procure certain components on a timely basis to meet the delivery needs of our customers is a concern. A substantial portion of the products we sell includes components provided by our six key OEMs and on occasion we need to rely upon alternative sources of supply for those components because of the current levels of high demand for the components we require. Our ability to satisfy the delivery requirements of a customer on a timely basis is critical to our success.

 

Labor market constraints. Although we have the benefit of a highly trained and experienced workforce, we believe that attracting and retaining high quality and experienced personnel is a significant challenge in the current competitive environment, particularly in oil- and gas-related activities. Accordingly, we place particular emphasis on career development programs that seek to improve the retention of employees, including senior and middle management.

 

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Presentation of historical financial information

 

Our fiscal year begins on February 1 of the stated year and ends on January 31 of the following year. For example, Fiscal 2011 began on February 1, 2011 and will end on January 31, 2012. We report results on the fiscal quarter method, with each quarter comprising approximately 13 weeks.  The second quarter of Fiscal 2011 began on May 1, 2011 and ended on July 30, 2011.

 

Operation as an LLC

 

We conduct our operations through Stewart & Stevenson LLC, a limited liability company, and, as a result, U.S. federal and certain state income taxes were paid by the holders of our equity interests. Therefore, no U.S. federal income tax expense is recorded in our statement of operations. The amounts shown under ‘‘income taxes’’ in our consolidated financial statements reflect income tax expense associated with foreign jurisdictions and certain state taxes.

 

New Accounting Pronouncement

 

On February 1, 2011, we adopted an update to existing guidance on revenue recognition for arrangements with multiple deliverables. This update allows companies to allocate consideration for qualified separate deliverables using estimated selling price for both delivered and undelivered items when vendor-specific objective evidence or third-party evidence is unavailable.  Additional disclosures are required that discuss the nature of multiple element arrangements, the types of deliverables under the arrangements, the general timing of their delivery, and significant factors and estimates used to determine estimated selling prices. The adoption of this update did not have a material impact on our consolidated financial statements.

 

Segment presentation

 

We recently revised our segment presentation to present the following reportable segments:

 

·                   Manufacturing , which includes the design, manufacture and marketing of equipment for oilfield service providers, drilling and workover contractors, U.S. and international oilfield service companies, and national oil companies. We provide parts and service to customers primarily in the oil and gas industry.

·                   Distribution , which includes the distribution of stand-alone products and the provision of aftermarket parts and service for products manufactured by us, our key OEMs and other manufacturers, as well as the renting of equipment, including generator sets, rail car movers and material handling equipment.

·                   Corporate and shared services , which includes administrative overhead normally not associated with specific activities within our operating segments.

 

For more information on our segments, see ‘‘—Segment data.’’

 

Comparison of Results of Operations—Three Months Ended July 30, 2011 and July 31, 2010

 

Sales - For the three months ended July 30, 2011, our sales were $313.4 million, an increase of $107.3 million, or 52.1%, compared to the same period of Fiscal 2010 sales of $206.1 million.  The increase in sales impacted both operating segments and was primarily attributable to an overall increase in equipment sales from the oil and gas industry, primarily for our well stimulation equipment. Parts and service sales decreases in our manufacturing segment were offset by parts and service sales increases in our distribution segment. Increased sales of transmissions, prime movers, engines and power generation equipment were primarily responsible for the increase in equipment sales in the distribution segment. Sales for the second quarter of Fiscal 2011 include the impact of the EMDSI acquisition, reported in our distribution segment, which amounted to approximately $3.3 million.

 

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A breakdown of sales for the periods is as follows:

 

		For the Three Months Ended						Change
		July 30, 2011			July 31, 2010			$			%
(Dollars in thousands)
Manufacturing segment
Equipment		$	132,472		$	78,592		$	53,880		68.6%
Parts and service		4,261			4,668			(407)			-8.7%
Total manufacturing sales		$	136,733		$	83,260		$	53,473		64.2%
Distribution segment
Equipment		$	80,257		$	49,097		$	31,160		63.5%
Parts and service		87,994			68,226			19,768			29.0%
Rentals		8,461			5,549			2,912			52.5%
Total distribution sales		$	176,712		$	122,872		$	53,840		43.8%
Total sales		$	313,445		$	206,132		$	107,313		52.1%
Operating profit (loss)
Manufacturing		$	25,315		$	11,058		14,257			128.9%
Distribution		13,540			10,471			3,069			29.3%
Corporate and shared services		(15,343)			(8,708)			(6,635)			-76.2%
Total operating profit		$	23,512		$	12,821		$	10,691		83.4%
Operating profit percentage
Manufacturing		18.5%			13.3%
Distribution		7.7%			8.5%
Consolidated		7.5%			6.2%

 

Manufacturing segment sales increased by 64.2%, or $53.5 million, for the three months ended July 30, 2011 compared to the same period in Fiscal 2010, of which $53.9 million was related to equipment sales and $0.4 million was related to a decrease in parts and service sales. Equipment sales increased in all product lines with well stimulation equipment continuing to generate the largest portion of the increase, though rig sales also increased significantly during the second quarter. A breakdown of manufacturing segment equipment sales by product line is as follows:

 

		For the Three Months Ended						Change
		July 30, 2011			July 31, 2010			$			%
(Dollars in thousands)
Manufacturing equipment sales
Well stimulation		$	109,923		$	74,104		$	35,819		48.3%
Rigs		12,202			3,759			8,443			224.6%
Seismic products		4,711			332			4,379
Electric products		3,877			163			3,714
Power generation		1,731			213			1,518			712.7%
Other		28			21			7			33.3%
Total equipment sales		$	132,472		$	78,592		$	53,880		68.6%

 

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Distribution segment sales increased by $53.8 million to $176.7 million for the three months ended July 30, 2011, compared to $122.9 million during the same period of Fiscal 2010. The increase in distribution segment sales was due to increased equipment sales of $31.1 million, parts and service sales of $19.8 million and rentals sales of $2.9 million. The increase in transmissions, prime movers and engine sales was primarily due to higher sales volumes for oilfield equipment. Distribution segment equipment sales increased due to the following changes in our distribution segment products:

 

		For the Three Months Ended						Change
		July 30, 2011			July 31, 2010			$			%
(Dollars in thousands)
Distribution equipment sales
Transmissions		$	22,230		$	9,561		$	12,669		132.5%
Prime movers		15,942			6,669			9,273			139.0%
Engines		13,838			8,234			5,604			68.1%
Power generation		12,884			12,992			(108)			-0.8%
Material handling		8,133			5,720			2,413			42.2%
Rail car movers		4,303			2,838			1,465			51.6%
Other		2,927			3,083			(156)			-5.1%
Total equipment sales		$	80,257		$	49,097		$	31,160		63.5%

 

Gross profit – Our gross profit was $59.8 million for the three months ended July 30, 2011 compared to $37.0 million for the same period in Fiscal 2010, reflecting an increase in gross profit margin from 18.0% to 19.1%.  Our gross profit margin increased by 1.1 points due to higher sales volumes and product mix. The manufacturing segment gross profit margin increased from 18.1% to 22.3%, an increase of 4.2 points. This increase was due in large part to higher sales volumes and product mix, with a significant portion of this increase attributable to well stimulation equipment sales. The distribution segment gross profit margin decreased from 17.9% to 16.6%, a decrease of 1.3 points due to changes in our product mix.

 

Selling and administrative expenses – Selling and administrative expenses increased by $11.9 million to $36.5 million for the three months ended July 30, 2011, primarily as a result of increases in salaries and wages due to the restoration of previous pay cuts in August 2010, a company-wide pay increase effective at the start of Fiscal 2011 of approximately 4.0%, increased headcount, expensing of costs relating to our proposed initial public offering ($2.5 million), share-based compensation expense ($1.8 million), travel and as a result of the inclusion of operations of EMDSI for a full quarter, all of which amounted to approximately $10.0 million. The remaining increase is attributable to and reflective of the overall increase in our business activity. As a percentage of sales, selling and administrative expenses decreased to 11.6% from 11.9% for the three months ended July 30, 2011, as compared to the same period in Fiscal 2010.

 

Other (income) expense, net – Other income decreased $0.3 million for the three months ended July 30, 2011 compared to the same period in Fiscal 2010. Other income is primarily the result of foreign currency transaction gains related to our foreign subsidiaries.

 

Operating profit – Our operating profit increased to $23.5 million, or 7.5% of sales, during the three months ended July 30, 2011 from $12.8 million, or 6.2% of sales, in the same period of Fiscal 2010, primarily as the result of higher sales volumes and higher overall gross profit margins.

 

Interest expense, net - Interest expense, net for the three months ended July 30, 2011 decreased by $0.1 million over the same period in Fiscal 2010 mainly as a result of lower borrowings outstanding on and interest rates for our revolving credit facility.

 

Segment data

 

In our prior reports filed with the SEC through the third quarter of Fiscal 2010, we presented four segments: equipment, aftermarket parts and service, rental and corporate. In our Fiscal 2010 Annual Report on Form 10-K, we revised our segments to the following three segments: manufacturing, distribution and corporate and shared services. Information relating to Fiscal 2010 included herein and in the unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report has been recast to reflect our new segment presentation.

 

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Our reportable segments are as follows:

 

Manufacturing

 

We design, manufacture and market equipment for U.S. and international oilfield service providers and drilling and workover contractors, as well as national oil companies that require integrated and customized product solutions. We manufacture equipment specifically for hydraulic fracturing, well stimulation, well workover, intervention and drilling operations. Our manufactured products include integrated solutions, which incorporate a variety of components into a single system, for a wide range of oilfield services and support applications. In addition, we provide parts and service to customers primarily in the oil and gas industry.

 

Distribution

 

We provide stand-alone products and aftermarket parts and service for products manufactured by us, our six key OEMs and other manufacturers. In addition, we provide rental equipment including generator sets, air compressors, rail car movers and material handling equipment to our customers. Our aftermarket parts and service operations, which provide us with a recurring, higher-margin source of revenue, serve customers engaged in the oil and gas, power generation, marine, mining, construction, commercial vehicle and material handling industries, as well as other industries.

 

Corporate and shared services

 

Our corporate and shared services segment includes administrative overhead normally not associated with specific activities within the operating segments. These expenses include legal, finance and accounting, internal audit, human resources, information technology, marketing, supply chain and similar corporate office costs.

 

Intra-segment revenues and costs are eliminated, and operating profit (loss) represents earnings (loss) before interest and income taxes.

 

Segment Results Comparison – Three Months Ended July 30, 2011 and July 31, 2010

 

Manufacturing

 

Operating profit generated by our manufacturing segment increased to $25.3 million, or 18.5% of sales, for the three months ended July 30, 2011, from $11.1 million, or 13.3% of sales, for the same period of Fiscal 2010. The $14.2 million increase in operating profit was attributable to increases of $11.9 million in sales volume, $3.5 million in higher average gross profit margins and $0.2 million in other income. These improvements were partially offset by an increase in selling and administrative expenses of $1.4 million primarily related to higher salaries and wages due to the restoration of previous pay cuts in August 2010, a company-wide pay increase effective at the start of Fiscal 2011 of approximately 4.0%, increased headcount and new product development expenses.

 

Our manufacturing backlog as of July 30, 2011 was $279.7 million, as compared to $234.1 million as of July 31, 2010, an increase of 19.5%. Backlog of $279.7 million as of July 30, 2011 included a $30.5 million equipment order received in Fiscal 2009 from an affiliate of our shareholder. Revenue recognition from this order will be deferred until title to the product passes to a third party and all other revenue recognition criteria have been met. Cash payments received pursuant to this order are recorded as customer deposits in the consolidated balance sheet and amounted to $30.5 million as of July 30, 2011. Included in inventories, net is $24.2 million of costs related to this order.

 

Distribution

 

Operating profit generated by the distribution segment increased to $13.5 million during the three months ended July 30, 2011 from $10.5 million during the same period in Fiscal 2010, representing a decrease in operating profit percentage from 8.5% to 7.7%. The $3.0 million increase in operating profit was attributable to increases of $8.9 million in sales volume, partially offset by decreases of $1.6 million in average gross profit margins and increases of $4.0 million in selling and administrative expenses and $0.3 million in other expense. The increase in selling and administrative expenses was due to higher salaries and wages due to the restoration of previous pay cuts in August 2010, a company-wide pay increase effective at the start of Fiscal 2011 of approximately 4.0%, increased headcount and increases relating to the inclusion of the operations of EMDSI, including depreciation and amortization.

 

Our distribution backlog as of July 30, 2011 was $140.0 million, as compared to $64.6 million on July 31, 2010, an increase of 116.7%.

 

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Corporate and shared services

 

Corporate and shared services expenses increased to $15.3 million during the three months ended July 30, 2011 compared to $8.7 million during the same period of Fiscal 2010, primarily as a result of higher salaries and wages due to the restoration of previous pay cuts in August 2010, a company-wide pay increase effective at the start of Fiscal 2011 of approximately 4.0%, increased headcount, expensing of costs relating to our proposed initial public offering ($2.5 million), share-based compensation expense ($1.8 million) and travel during the three months ended July 30, 2011. Corporate and shared services expenses increased from 4.2% to 4.9% as a percentage of sales.

 

Comparison of Results of Operations—Six Months Ended July 30, 2011 and July 31, 2010

 

Sales - For the six months ended July 30, 2011, our sales were $584.8 million, an increase of $216.7 million, or 58.9%, compared to the same period of Fiscal 2010 sales of $368.1 million.  The increase in sales impacted both operating segments and was primarily attributable to an overall increase in equipment sales from the oil and gas industry, primarily for our well stimulation equipment. Parts and service sales increased in both segments. Increases in transmissions, prime movers, power generation and engine sales were primarily responsible for the increase in equipment sales in the distribution segment. Sales for the Fiscal 2011 period included the impact of the EMDSI acquisition, reported in our distribution segment, from March 23, 2011 through July 30, 2011 and amounted to approximately $4.8 million.

 

A breakdown of sales for the periods is as follows:

 

		For the Six Months Ended						Change
		July 30, 2011			July 31, 2010			$			%
(Dollars in thousands)
Manufacturing segment
Equipment		$	238,480		$	132,153		$	106,327		80.5%
Parts and service		10,748			9,405			1,343			14.3%
Total manufacturing sales		$	249,228		$	141,558		$	107,670		76.1%
Distribution segment
Equipment		$	152,196		$	85,158		$	67,038		78.7%
Parts and service		168,733			131,270			37,463			28.5%
Rentals		14,655			10,082			4,573			45.4%
Total distribution sales		$	335,584		$	226,510		$	109,074		48.2%
Total sales		$	584,812		$	368,068		$	216,744		58.9%
Operating profit (loss)
Manufacturing		$	45,071		$	16,546		28,525			172.4%
Distribution		23,799			14,050			9,749			69.4%
Corporate and shared services		(26,547)			(17,017)			(9,530)			-56.0%
Total operating profit		$	42,323		$	13,579		$	28,744		211.7%
Operating profit percentage
Manufacturing		18.1%			11.7%
Distribution		7.1%			6.2%
Consolidated		7.2%			3.7%

 

Manufacturing segment sales increased by 76.1%, or $107.7 million, for the six months ended July 30, 2011 compared to the same period in Fiscal 2010, of which $106.3 million was related to equipment sales and $1.4 million was related to an increase in parts and service sales. The increase in equipment sales was primarily attributable to higher sales volumes for well stimulation equipment, rigs, seismic products and electric products, which was partially offset by lower sales volumes of power generation equipment (associated with deepwater drilling rig build cycles) as follows:

 

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		For the Six Months Ended						Change
		July 30, 2011			July 31, 2010			$			%
(Dollars in thousands)
Manufacturing equipment sales
Well stimulation		$	201,970		$	101,445		$	100,525		99.1%
Rigs		17,601			10,058			7,543			75.0%
Seismic products		8,899			372			8,527
Electric products		5,824			2,667			3,157			118.4%
Power generation		4,156			16,862			(12,706)			-75.4%
Other		30			749			(719)			-96.0%
Total equipment sales		$	238,480		$	132,153		$	106,327		80.5%

 

 

Distribution segment sales increased by $109.1 million to $335.6 million for the six months ended July 30, 2011, compared to $226.5 million during the same period of Fiscal 2010. The increase in distribution segment sales was due to increased equipment sales of $67.0 million, parts and service sales of $37.5 million and rental sales of $4.6 million. The increase in transmissions, prime movers and engine sales was primarily due to higher sales volumes for oilfield equipment. Power generation equipment sales increased in large part due to sales for back-up power to data centers. Equipment sales of our distribution segment increased due to the following changes in our distribution segment products:

 

		For the Six Months Ended						Change
		July 30, 2011			July 31, 2010			$			%
(Dollars in thousands)
Distribution equipment sales
Transmissions		$	36,467		$	17,411		$	19,056		109.4%
Prime movers		34,237			12,642			21,595			170.8%
Power generation		27,680			19,185			8,495			44.3%
Engines		23,468			14,597			8,871			60.8%
Material handling		16,950			11,594			5,356			46.2%
Rail car movers		8,420			4,861			3,559			73.2%
Other		4,974			4,868			106			2.2%
Total equipment sales		$	152,196		$	85,158		$	67,038		78.7%

 

 

Gross profit – Our gross profit was $110.4 million for the six months ended July 30, 2011 compared to $62.7 million for the same period in Fiscal 2010, reflecting an increase in gross profit margin from 17.0% to 18.9%.  Our gross profit margin increased by 1.9 points due to higher sales volumes and product mix. The manufacturing segment gross profit margin increased from 17.4% to 22.3%, an increase of 4.9 points. This increase was due in large part to higher sales volumes and product mix, with a significant portion of this increase attributable to well stimulation equipment sales. The distribution segment gross profit margin decreased from 16.8% to 16.3%, a decrease of 0.5 points due to changes in our product mix.

 

Selling and administrative expenses – Selling and administrative expenses increased by $18.3 million to $67.8 million for the six months ended July 30, 2011, primarily as a result of increases in salaries and wages due to the restoration of previous pay cuts in August 2010, a company-wide pay increase effective at the start of Fiscal 2011 of approximately 4.0%, increased headcount, a one-time bonus to our new Chief Executive Officer, expensing of costs relating to our proposed initial public offering ($2.5 million), share-based compensation expense ($1.8 million), new product development expenses, travel and as a result of the operations of EMDSI, all of which amounted to approximately $16.0 million. The remaining increase is attributable to and reflective of the overall increase in our business activity. As a percentage of sales, selling and administrative expenses decreased to 11.6% from 13.4% for the six months ended July 30, 2011, as compared to the same period in Fiscal 2010.

 

Other (income) expense, net – Other expense increased by $0.6 million to other expense of $0.3 million from other income of $0.3 million for the six months ended July 30, 2011 compared to the same period in Fiscal 2010, primarily as the result of foreign currency transaction losses related to our foreign subsidiaries.

 

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Operating profit – Our operating profit increased to $42.3 million, or 7.2% of sales, during the six months ended July 30, 2011 from $13.6 million, or 3.7% of sales, in the same period of Fiscal 2010, primarily as the result of higher sales volumes and higher overall gross profit margins.

 

Interest expense, net - Interest expense, net for the six months ended July 30, 2011 decreased by $0.2 million over the same period in Fiscal 2010 mainly as a result of lower borrowings outstanding on and interest rates for our revolving credit facility.

 

Segment Results Comparison – Six Months Ended July 30, 2011 and July 31, 2010

 

Manufacturing

 

Operating profit generated by our manufacturing segment increased to $45.1 million, or 18.1% of sales, for the six months ended July 30, 2011, from $16.5 million, or 11.7% of sales, for the same period of Fiscal 2010. The $28.6 million increase in operating profit was attributable to increases of $24.0 million in sales volume and $7.0 million in increases due to higher average gross profit margins, and a decrease of $0.4 million in other expense. These improvements were partially offset by an increase in selling and administrative expenses of $2.8 million primarily related to higher salaries and wages due to the restoration of previous pay cuts in August 2010, a company-wide pay increase effective at the start of Fiscal 2011 of approximately 4.0%, increased headcount and new product development expenses.

 

Our manufacturing backlog as of July 30, 2011 was $279.7 million, as compared to $234.1 million as of July 31, 2010, an increase of 19.5%. Backlog of $279.7 million as of July 30, 2011 included a $30.5 million equipment order received in Fiscal 2009 from an affiliate of our shareholder. Revenue recognition from this order will be deferred until title to the product passes to a third party and all other revenue recognition criteria have been met. Cash payments received pursuant to this order are recorded as customer deposits in the consolidated balance sheet and amounted to $30.5 million as of July 30, 2011. Included in inventories, net is $24.2 million of costs related to this order.

 

Distribution

 

Operating profit generated by the distribution segment increased to $23.8 million during the six months ended July 30, 2011 from $14.1 million during the same period in Fiscal 2010, representing an increase in operating profit percentage from 6.2% to 7.1%. The $9.7 million increase in operating profit was attributable to increases of $17.8 million in sales volume, partially offset by a decrease of $1.2 million in average gross profit margins and increases of $6.4 million in selling and administrative expenses and $0.5 million in other expense. The increase in selling and administrative expenses was due to higher salaries and wages due to the restoration of previous pay cuts in August 2010, a company-wide pay increase effective at the start of Fiscal 2011 of approximately 4.0%, increased headcount and increases relating to the inclusion of the operations of EMDSI, including depreciation and amortization.

 

Our distribution backlog as of July 30, 2011 was $140.0 million, as compared to $64.6 million on July 31, 2010, an increase of 116.7%.

 

Corporate and shared services

 

Corporate and shared services expenses increased to $26.5 million during the six months ended July 30, 2011 compared to $17.0 million during the same period of Fiscal 2010, primarily as a result of higher salaries and wages due to the restoration of previous pay cuts in August 2010, a company-wide pay increase effective at the start of Fiscal 2011 of approximately 4.0%, increased headcount, a one-time bonus to our new Chief Executive Officer, expensing of costs relating to our proposed initial public offering ($2.5 million), share-based compensation expense ($1.8 million) and travel during the six months ended July 30, 2011. Corporate and shared services expenses as a percentage of sales decreased to 4.5% from 4.6%.

 

Liquidity and Capital Resources

 

Our principal source of liquidity is cash generated by operations. We also have a $250 million asset-based revolving credit facility, which we draw upon when necessary to satisfy our working capital needs and generally pay down with available cash. Our liquidity needs are primarily driven by changes in working capital associated with execution of large manufacturing projects. While many of our contracts include advance customer deposits and progress billings, some international contracts provide for substantial portions of funding under confirmed letters of credit upon delivery of the products.

 

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We have funded, and expect to continue to fund, operations through cash flows generated by operating activities and borrowings under our revolving credit facility. We also expect that ongoing requirements for debt service and capital expenditures will be funded from these sources.

 

Our future liquidity requirements will be for working capital, capital expenditures, debt service and general corporate purposes. Our borrowing capacity under the revolving credit facility is impacted by, among other factors, the amount of working capital and qualifying assets therein. Based on our current level of operations, we believe that cash flow from operations and available cash, together with available borrowings under our revolving credit facility, will be adequate to meet our liquidity needs for the next twelve months. However, our ability to meet our working capital and debt service requirements is subject to future economic conditions and to financial, business and other factors, many of which are beyond our control. If we are not able to meet such requirements, we may be required to seek additional sources of capital.

 

Cash flows

 

		For the Six Months Ended
		July 30, 2011				July 31, 2010
(Dollars in thousands)
Net cash provided by operating activities		$	56,123			$	36,600
Net cash used in investing activities		(48,328		)		(9,680		)
Net cash used in financing activities		(7,609		)		(16,029		)

 

As of July 30, 2011, our cash and cash equivalent balance was $9.6 million. The level of cash and cash equivalents is impacted by the timing of cash receipts, disbursements and borrowings and payments under our revolving credit facility.

 

Net cash flow provided by operating activities for the six months ended July 30, 2011 increased by $19.5 million compared to the same period in Fiscal 2010. This increase in the Fiscal 2011period was largely attributable to greater earnings. This source of increased cash flow, along with customer deposits and accounts payable, in large part funded the build-up in inventory during the six months ended July 30, 2011, which is reflective of the overall increase in business activity for our company.

 

Net cash used in investing activities increased by $38.6 million for the six months ended July 30, 2011 compared to the same period in Fiscal 2010. This increase was due to increases in capital expenditures and additions to rental equipment as well as the acquisition on March 23, 2011 of EMDSI. See “Note 11— Acquisition .”

 

Net cash used in financing activities decreased by $8.4 million for six months ended July 30, 2011 compared to the same period in Fiscal 2010 and primarily relates to lower payments in Fiscal 2011 under our revolving credit facility due to lower outstanding balances, increased payments for our short-term notes payable and increased distributions to our unit holders for tax obligations due to increases in net earnings for Fiscal 2011.

 

Current Resources

 

We have an asset-based revolving credit facility in the amount of $250.0 million with a $25.0 million sub-facility to be used by our Canadian subsidiary. The $250.0 million revolving credit facility, which matures in February 2012, is secured by substantially all accounts receivable, inventory and property, plant and equipment and provides for borrowings at LIBOR, plus a margin ranging from 1.25% to 2.00% per annum, based on our leverage ratios, as specified in the credit agreement. Based on the outstanding borrowings, letters of credit issued and the terms of the asset-based revolving credit facility, our available borrowing capacity was approximately $169.1 million at July 30, 2011.

 

Our revolving credit facility matures in February 2012 and, therefore, is presented as current portion of long-term debt in our consolidated balance sheet as of July 30, 2011. We are in the process of negotiating a long-term extension of our revolving credit facility and, while we expect to be able to complete this extension, there is no assurance that we will be able to do so, or, if we are able to extend our revolving credit facility, whether it will be on substantially similar terms and conditions as are currently in effect.

 

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Borrowings under our revolving credit facility and our senior notes were as follows:

 

		As of
		July 30, 2011				January 31, 2011
(In thousands)
Revolving credit facility		$	32,598			$	35,181
Unsecured senior notes		150,000				150,000
Total		$	182,598			$	185,181

 

The revolving credit facility and the senior notes contain financial and operating covenants with which we must comply during the terms of the agreements.  These covenants include the maintenance of certain financial ratios, restrictions related to the incurrence of certain indebtedness and investments, and prohibition of the creation of certain liens.  We were in compliance with all covenants as of July 30, 2011.  The financial covenant for the revolving credit facility requires that we maintain a fixed charge coverage ratio, as defined in the agreement, of at least 1.1 to 1.0; however, this covenant does not take effect until our available borrowing capacity is $30.0 million or less.  The financial covenant for the senior notes indenture requires that, were we to incur additional indebtedness (subject to various exceptions set forth in the indenture), after giving effect to the incurrence of such additional indebtedness, we have a consolidated coverage ratio, as defined in the indenture, of at least 2.5 to 1.0.

 

Our future liquidity requirements will be for working capital, capital expenditures, debt service and general corporate purposes.   Our borrowing capacity under the revolving credit facility is impacted by, among other factors, the amount of working capital and qualifying assets therein.  Based on our current level of operations, we believe that cash flow from operations and available cash, together with available borrowings under our revolving credit facility, will be adequate to meet our liquidity needs for the next twelve months.  However, our ability to meet our working capital and debt service requirements is subject to future economic conditions and to financial, business and other factors, many of which are beyond our control. If we are not able to meet such requirements, we may be required to seek additional sources of capital.

 

We currently believe that our total estimated capital expenditures for Fiscal 2011 will be approximately $36.0 million, with up to $25.0 million to be used for additions to our rental fleet.

 

Item 3.   Quantitative and Qualitative Disclosures Regarding Market Risk

 

Foreign Exchange Risk

 

Our international subsidiaries in Colombia and Venezuela transact most of their business in their respective local currencies, while our Canadian subsidiary conducts its business in both Canadian and U.S. dollars. Revenues generated by our Canadian, Colombian and Venezuelan subsidiaries comprised 5.5%, 3.6% and 0.2%, respectively, of our total revenue during the six months ended July 30, 2011. Our results of operations were not significantly impacted by changes in currency exchange rates.

 

A 10% depreciation of the Canadian dollar with respect to the U.S. dollar would have caused our Canadian subsidiary’s assets and sales as of and for the six months ended July 30, 2011 to decrease in U.S. dollar terms by approximately $3.0 million and $3.1 million, respectively. A 10% depreciation of the Colombian peso with respect to the U.S. dollar would have caused our Colombian subsidiary’s assets and sales as of and for the six months ended July 30, 2011 to decrease in U.S. dollar terms by approximately $2.4 million and $1.9 million, respectively.

 

On January 10, 2010, the Venezuelan government devalued its currency from 2.15 Bolivars per U.S. dollar to 4.30 Bolivars per U.S. dollar (‘‘the official rate’’) and the Venezuelan economy has since been designated as hyperinflationary. We have historically utilized the official rate for our Venezuelan operations. Beginning February 1, 2010, we utilized the U.S. dollar as the functional currency for our Venezuelan subsidiary and remeasured its financial statements into U.S. dollars at the official rate. Accordingly, using ‘‘hyperinflationary accounting,’’ we recognized the related losses or gains from such remeasurement of its balance sheet in the consolidated statements of its operations.

 

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At January 31, 2011, we evaluated the rate at which we remeasure our Venezuelan subsidiary and concluded that based on the continued slow-down of the Venezuelan economy and resultant constraints presently impacting the banking environment and associated limitations therein, that the SITME rate of 5.30 Bolivars per U.S. dollar was a more appropriate remeasurement rate. The result of this change in remeasurement rate did not have a material impact to our financial statements. During the six months ended July 30, 2011 and July 31, 2010, the SITME rate and official rate did not fluctuate significantly. As a result, the effect of remeasuring our Venezuelan subsidiary was insignificant.

 

Interest Rate Risk

 

We use variable-rate debt under our revolving credit facility to finance certain of our operations and capital expenditures.  Assuming the entire $250.0 million revolving credit facility was drawn, each quarter point change in interest rates would result in a $0.6 million change in annual interest expense.

 

Effects of inflation

 

We do not believe that inflation has had a material adverse effect on our financial condition or results of operations in recent years. However, to the extent that the cost of components and other supplies that we purchase rise and we are unable to pass those price increases on to our customers, our financial condition and results of operations would be adversely affected. In instances in which we enter into contracts, such as for the manufacture of certain equipment that requires lead time between the placing of the order and delivery, the majority of those contracts are at a fixed price. Any increase in component and other supply costs over the term of these contracts would reduce our profit margin on those products.

 

Item 4.   Controls and Procedures

 

Effectiveness of Disclosure Controls and Procedures

 

We maintain a set of disclosure controls and procedures designed to ensure that information we are required to disclose in reports that we file with or submit to the SEC is recorded, processed, summarized and reported within the time periods specified by the SEC. An evaluation was carried out under the supervision and with the participation of the Company’s management, including the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, the CEO and CFO have concluded that the Company’s disclosure controls and procedures are effective to provide reasonable assurance that information required to be disclosed by us in reports we file with the SEC is recorded, processed, summarized and reported within the time periods required by the SEC, and is accumulated and communicated to management including our CEO and CFO, as appropriate, to allow timely decisions regarding disclosure.

 

Changes in Internal Control over Financial Reporting

 

Management, including our CEO and CFO, evaluated the changes in our internal control over financial reporting during the quarter ended July 30, 2011. We determined that there were no changes in our internal control over financial reporting during the quarter ended July 30, 2011 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

PART II. OTHER INFORMATION

 

Item 1.  Legal Proceedings

 

During Fiscal 2009, the State of Texas began conducting a sales and use tax audit for Fiscal 2006, 2007 and 2008. The audit period has been expanded to include Fiscal 2009. In the second quarter of Fiscal 2009, we completed a preliminary analysis and recorded our then best estimate of probable loss as a charge to selling and administrative expenses and other current liabilities in our consolidated financial statements. As the audit process and periods have evolved, we have continued to evaluate this analysis and have recorded adjustments to the accrual reflecting our best estimate of probable loss. The audit remains in process and, accordingly, our ultimate loss could be greater, or less, than the amounts we have recorded.

 

In August 2011, a $10.8 million judgment against the Company was entered in the 80th Judicial District Court of Harris County, Texas in the matter of Brady Foret v. Stewart & Stevenson, et al . Our insurer has defended, and is continuing to defend, the Company in this case and has indicated that the judgment will be appealed.  Our self-insurance retention for this matter is $1.0 million, which amount has been accrued in a prior year.  Any costs associated with the appeal and any payment required by an eventual final judgment will be covered by our insurance policies.   This matter is not expected to have a material adverse effect to our consolidated balance sheets, results of operations or cash flows.

 

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We are also a defendant in a number of lawsuits relating to matters normally incident to our business. No individual case, or group of cases presenting substantially similar issues of law or fact, is expected to have a material effect on the manner in which we conduct our business or on our consolidated results of operations, financial position or liquidity. We maintain certain insurance policies that provide coverage for product liability and personal injury cases. These insurance policies are subject to a self-insured retention for which we are responsible, which is generally $500,000 for newer cases and $1.0 million for cases initiated before Fiscal 2009. We have established reserves that we believe to be adequate based on current evaluations and our experience in these types of claim situations. Nevertheless, an unexpected outcome or adverse development in any such case could have a material adverse impact on our consolidated results of operations in the period in which it occurs.

 

Item 1A.  Risk Factors

 

For a discussion of potential risks and uncertainties relating to our business and an investment in our senior notes, see the factors described under “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended January 31, 2011, which is accessible on the Securities and Exchange Commission’s website at www.sec.gov.  There have been no material changes to the risk factors disclosed in the Fiscal 2010 Form 10-K.

 

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

 

On May 31, 2011, our board authorized the grant to our Chief Executive Officer of 154,062 common units, which vested immediately, and 448,179 options to purchase common units, which vest subject to the attainment of both service and performance measures. The issuance of these securities is exempt from registration under the Securities Act pursuant to Rule 701 thereunder.

 

Item 3.  Defaults Upon Senior Securities

 

Not applicable.

 

Item 4.  [Removed and Reserved ]

 

Item 5.  Other Information

 

Not applicable.

 

Item 6.  Exhibits

 

 

31.1	Rule 13a-14(a)/15d-14(a) certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Rule 13a-14(a)/15d-14(a) certification of the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Section 1350 certification of the Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Section 1350 certification of the Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
*101	The following materials from the Registrant’s Quarterly Report on Form 10-Q for the quarter ended July 30, 2011, formatted in Extensible Business Reporting Language (XBRL), include: (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Income, (iii) the Condensed Consolidated Statements of Cash Flows, and (iv) related notes (furnished herewith).

 

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*XBRL information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934 and otherwise is not subject to liability under these sections.

 

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SIGNATURES

 

The Company has duly caused this Quarterly Report to be signed on its behalf by the undersigned thereto duly authorized.

 

	STEWART & STEVENSON LLC
By:	/S/ STEVE FULGHAM
	Steve Fulgham
	Chief Executive Officer
By:	/S/ JOHN B. SIMMONS
	John B. Simmons
	Chief Financial Officer

 

 

 

 

September 12, 2011

 

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