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The Stanley Works Comments On Sales And Profit Outlooks; Also Announces Acquisition of Best Access Systems … Forms Access Controls Group

NEW BRITAIN, Connecticut, October 10, 2002 -- The Stanley Works (NYSE: SWK) announced today that third quarter earnings would be in the range of 61-63 cents per fully-diluted share versus the current First Call consensus of 72 cents. This reduction is attributable primarily to the sales and earnings impacts of issues in the company's Mechanics Tools business, aside from which the company was on track to meet consensus. Overall revenues were down approximately 1%, only slightly below expectations, net of cooperative advertising expenses as required by EITF 00-25.

Gross margin rates were down versus expectations primarily due to severe production problems in the Mechanics Tools business associated with the consolidation of two domestic manufacturing plants and other restructuring-related changes. The impact of these problems was partially offset by a non-recurring income tax benefit of approximately 6 cents per share. Strength in the company's retail sales channels partially offset the lost industrial sales, although this had a negative mix effect on gross margins.

Measures to restore Mechanics Tools operations to normal shipment and profit levels have been taken and, under the control of a new team, the production issues are gradually subsiding. However, the financial effect will carry over into the fourth quarter, albeit not as severely. Recovery of the gross margin rates to first-half 2002 levels will most likely be delayed until the first quarter of 2003.

In light of the above, the company tempered its outlook for the fourth quarter. It now expects both sales and earnings per fully-diluted share to approximate prior year fourth quarter levels. In setting this expectation, the company presumes a timely end to the current work stoppage on the west coast docks and no net sales or earnings impact in the quarter. Including earnings accretion expected as a result of the acquisition described below, management expressed confidence that 2003 earnings per fully diluted share would grow by a solid double-digit percentage over expected 2002 earnings.

John M. Trani, Chairman and Chief Executive Officer, commented: "The issues encountered with Mechanics Tools are unfortunate, but it is important to note that the remainder of our portfolio performed in line with expectations. The problems are well understood, and fixes are firmly in place. Our ability to manage costs and generate productivity remains intact, and there is further opportunity ahead."


The Stanley Works Announces Acquisition of Best Access Systems

The company also announced that it has entered into a definitive agreement to purchase Best Lock Corporation dba Best Access Systems, a global provider of security access control systems with $250 million in sales. Its products include mechanical access hardware and electronic access controls that are used in government offices, military facilities, entertainment venues, office buildings and educational facilities worldwide.

Mr. Trani commented: "The addition of Best Access Systems to the Stanley family is a significant step in building our service and technology infrastructures in the very large security and safety market. By combining our current automatic door systems and service with Best Access' mechanical and electronic locking systems, service and systems integration, we will have a $400 million platform in this market. Importantly, the Best Access sales and service network including its internal architectural specification group yields additional sales representation for Stanley commercial hardware. We expect to build upon this platform both organically and through acquisitions."

Closing is subject to certain governmental approvals, third-party consents and customary conditions, and is expected to occur late in the fourth quarter. Stanley, which will finance the $310 million cash purchase using term debt financing, expects the transaction to be solidly accretive to earnings in 2003.

Merrill Lynch & Co. advised the company on this transaction.

The company's regularly scheduled quarterly conference call with its financial analysts will be held at 2:00pm EDT on Wednesday, October 16. At that time management will discuss the matters detailed above in further detail.

 


Fact Sheet -Best Access
Map - Combined Operation
Overview - Security Market
Press Release from Best Access
BEST ACCESS Website

Stanley:
Gerard J. Gould
Vice President,
Investor Relations
T: 860-827-3833