FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1994
OR
[ ] 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 0-684
GOULDS PUMPS, INCORPORATED
(Exact name of registrant as specified in its charter)
Delaware 15-0321120
(State or other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
240 Fall Street, Seneca Falls, New York 13148
(Address of principal executive offices)
(Zip Code)
(315) 568-2811
(Registrant's telephone number, including area code)
(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
for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements
for the past 90 days. Yes X No
Indicate the number of shares outstanding of each of the
issuer's classes of common stock, as of the latest practicable
date.
As of July 29, 1994, 21,174,363 shares of $1 par value common
stock were outstanding.
Page 1 of 16
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GOULDS PUMPS, INCORPORATED
INDEX
PAGE
PART I - FINANCIAL INFORMATION
Item 1. Condensed Consolidated Balance Sheets -
June 30, 1994 and December 31, 1993............... 3
Condensed Consolidated Statements of Earnings -
Three Months Ended June 30, 1994 and 1993
Six Months Ended June 30, 1994 and 1993........... 4
Condensed Consolidated Statements of Cash Flows -
Six Months ended June 30, 1994 and 1993........... 5
Notes to Condensed Consolidated Financial
Statements........................................ 6-7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations..... 8-13
PART II - OTHER INFORMATION
Item 1. Legal Proceedings................................. 14
Item 5. Other Information................................. 14
Item 6. Exhibits and Reports on Form 8-K..................14-15
Signature......................................... 16
Page 2 of 16
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Condensed Consolidated Balance Sheets
Goulds Pumps, Incorporated
June 30, December 31,
1994 1993
(In thousands) (Unaudited) (Audited)
ASSETS
Current assets:
Cash and cash equivalents $ 11,719 $ 7,153
Receivables - net 129,761 109,637
Inventories 121,182 106,185
Deferred tax asset 13,955 13,557
Prepaid expenses and other current assets 13,863 11,115
Total current assets 290,480 247,647
Property, plant and equipment - net 145,905 148,973
Investments, including investments in
affiliates 19,358 18,848
Deferred tax asset 4,381 5,031
Other assets 17,607 18,003
$477,731 $438,502
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Notes payable $ 35,428 $ 41,571
Current portion of long-term debt 32,823 6,922
Trade payables 50,248 34,726
Compensation and commissions 16,763 16,519
Income taxes payable 2,401 21
Dividends payable 4,235 4,231
Deferred tax liability 1,230 1,257
Other 28,532 32,686
Total current liabilities 171,660 137,933
Long-term debt 37,539 38,859
Pension 17,809 16,905
Other postretirement benefit obligation 54,527 53,418
Deferred tax liability and other 4,052 4,186
SHAREHOLDERS' EQUITY:
Common stock - $1.00 par value; authorized
90,000,000; issued and outstanding
21,174,363 and 21,153,966 shares,
respectively 21,174 21,154
Additional paid-in capital 57,347 57,044
Retained earnings 123,592 120,415
Cumulative translation adjustments and other (9,969) (11,412)
Total shareholders' equity 192,144 187,201
$477,731 $438,502
See Accompanying Notes to Condensed Consolidated Financial Statements.
Page 3 of 16
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Condensed Consolidated Statements of Earnings (Unaudited)
Goulds Pumps, Incorporated
(In Thousands Except Per Share Data)
Three Months Ended Six Months Ended
June 30, June 30,(1)
1994 1993 1994 1993
Net sales $150,191 $152,424 $289,396 $276,826
Cost and expenses:
Cost of sales 105,085 107,900 204,316 196,734
Selling, general and
administrative expenses 30,925 29,692 58,391 58,303
Research and development
expenses 2,822 1,707 5,057 3,383
Earnings from investments
and affiliates (227) (1,530) (702) (2,189)
Interest expense 1,667 1,560 3,129 2,630
Interest income (349) (703) (773) (1,064)
Other expense 117 452 1,156 145
Earnings before income taxes
and cumulative effect of
accounting change 10,151 13,346 18,822 18,884
Income taxes 3,837 5,138 7,175 7,270
Earnings before cumulative
effect of accounting change 6,314 8,208 11,647 11,614
Cumulative effect of accounting
change, net of income tax
benefit -- -- -- (1,026)
Net earnings $ 6,314 $ 8,208 $ 11,647 $ 10,588
Net earnings per common share:
Earnings before cumulative
effect of accounting change $ .30 $ .39 $ .55 $ .55
Cumulative effect of
accounting change -- -- -- (.05)
Net earnings per
common share $ .30 $ .39 $ .55 $ .50
Dividends per
common share $ .20 $ .20 $ .40 $ .40
Weighted average shares
outstanding (in thousands) 21,174 21,120 21,169 21,107
See Accompanying Notes to Condensed Consolidated Financial Statements.
(1) Restated for adoption of SFAS 112 as of January 1, 1993.
Page 4 of 16
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Condensed Consolidated Statements of Cash Flows (Unaudited)
Goulds Pumps, Incorporated
Six Months Ended June 30,
(In Thousands) 1994 1993(1)
OPERATING ACTIVITIES:
Net earnings $11,647 $10,588
Adjustments to reconcile net earnings to net
cash provided by (applied to) operations:
Depreciation 12,648 12,409
Amortization 616 518
Cumulative effect of change in accounting principle -- 1,579
Earnings from affiliates (702) (2,189)
Dividends received from affiliates -- 1,000
Decrease in deferred tax liability (65) (936)
(Increase) decrease in deferred tax asset 276 (1,508)
Increase in receivables-net (18,737) (29,296)
Increase in inventories (13,647) (7,992)
Increase in trade payables, accrued
expenses and other 5,199 3,648
Other - net 4,613 1,605
Net cash provided by (applied to)
operating activities 1,848 (10,574)
INVESTING ACTIVITIES:
Capital additions (9,066) (11,768)
Purchases of other assets (2,873) (3,830)
Other - net 5 24
Net cash applied to investing activities (11,934) (15,574)
FINANCING ACTIVITIES:
Proceeds from long-term debt 2,213 12,661
Payments on long-term debt (465) (851)
Increase in short-term borrowings 21,083 22,395
Proceeds from issuance of common stock 323 948
Dividends paid (8,466) (8,652)
Net cash provided by financing activities 14,688 26,501
Effect of exchange rate changes on cash (36) (1,032)
Increase (decrease) in cash and cash equivalents 4,566 (679)
Cash and cash equivalents:
Beginning of period 7,153 13,681
End of period $11,719 $13,002
See Accompanying Notes to Condensed Consolidated Financial Statements.
(1) Restated for adoption of SFAS 112 as of January 1, 1993.
Page 5 of 16
<F50>
Goulds Pumps, Incorporated Form 10-Q
Part I, Item 1
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. In the opinion of management, the accompanying unaudited
condensed consolidated financial statements contain all
adjustments necessary to fairly present the Company's
financial position as of June 30, 1994 and the results of
operations for the three and six month periods ended June 30,
1994 and 1993 and cash flows for the six month periods ended
June 30, 1994 and 1993. All such adjustments are of a normal
recurring nature. The results of operations for the six month
period ended June 30, 1994 are not necessarily indicative of
the results to be expected for the entire year of 1994.
The accounting policies followed by the Company are set forth
in Note 1 to the Company's consolidated financial statements
in the 1993 Goulds Pumps, Incorporated Annual Report on Form
10-K, which is incorporated by reference.
2. Four lawsuits were filed against the Company in April and May
of 1994 arising from the sales of submersible pumps with brass
or bronze components (see Part II, Item 1. "Legal Proceedings"
on page 14 of this report). Based on the Company's assessment
of these lawsuits which are currently in early stages, no
provision has been made for any losses in the accompanying
consolidated financial statements.
3. The consolidated financial statements for the first three
quarters of 1993 have been restated to reflect the adoption as
of January 1, 1993, of Statement of Financial Accounting
Standards (SFAS) 112, Employers' Accounting for Postemployment
Benefits.
SFAS 112 requires employers to recognize the cost of certain
postemployment benefits using the accrual method of
accounting. The cumulative effect of this accounting change
decreased 1993 earnings after taxes by $1.0 million or $.05
per share. The annual incremental cost of adopting SFAS 112
is immaterial on an ongoing basis.
4. Supplemental Schedule of Cash Flow Information:
(in thousands)
For the six months ended
June 30, 1994 June 30, 1993
Interest paid $2,976 $2,244
Income taxes paid $3,988 $7,465
Page 6 of 16
<F50>
Goulds Pumps, Incorporated Form 10-Q
Part I, Item 1
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
5. Net earnings per share of common stock is based upon the
weighted average number of shares of common stock outstanding
during the period. No effect has been given to options
outstanding under the Company's Stock Option Plans as no
significant dilutive effect would result from the exercise of
these options. See Exhibit XI on page 15 of 16.
6. Inventories were as follows (in thousands):
June 30, December 31,
1994 1993
(Unaudited) (Audited)
Raw Materials $ 35,527 $ 31,927
Work-in-Process 54,594 49,062
Finished Goods 62,161 55,863
Inventories Valued at FIFO 152,282 136,852
LIFO Allowance (31,100) (30,667)
Inventories Less LIFO Allowance $121,182 $106,185
7. Summarized unaudited financial information for Oil Dynamics,
Inc., a 50%-owned joint venture which has a 52 - 53 week fiscal
year ended October 31, and hence is recorded with a two-month
reporting lag, is as follows (in thousands):
For the six months ended,
April 30, May 1,
1994 1993
Net Sales $23,825 $35,788
Gross Profit 6,591 12,249
Net Earnings 1,339 4,593
Page 7 of 16
<F50>
Goulds Pumps, Incorporated Form 10-Q
Part I, Item 2
Management's Discussion and Analysis of Financial Condition and
Results of Operations
Overview
While orders increases and gross margin improvements were
noted by both operating groups, the Company's second quarter 1994
results were adversely affected by the weak performance of its 50%-
owned joint venture, Oil Dynamics, Inc. (ODI) and by non-recurring
charges for management restructuring, the devaluation of the
Venezuelan bolivar, and expenses associated with the accelerated
introduction of the very successful stainless steel submersible
pump (GS).
Second quarter 1994 sales of $150.2 million decreased 1.4%
compared to 1993 second quarter sales of $152.4 million. Net
earnings decreased 23.2% to $6.3 million from $8.2 million for the
same quarter last year before an accounting change. Earnings per
share for the quarter were $.30 compared to $.39 for the second
quarter of 1993.
Net sales for the six months ended June 30, 1994 were $289.4
million, up from $276.8 million a year ago. Net earnings were
comparable with the same period last year at $11.6 million or $.55
per share (before restatement of 1993 results for the cumulative
effect of the change of accounting principle associated with the
adoption of SFAS 112 as of January 1, 1993).
Orders received were a second quarter record of $145.9
million, up 4.6% from $139.5 million in the second quarter of 1993.
Orders for the Industrial Products Group (IPG) increased 2.0% while
orders at the Water Technologies Group (WTG) increased 7.7%
compared to the same quarter a year ago. Total backlog, which is
primarily composed of Industrial Products Group orders, increased
to $90.9 million from $87.0 million at June 30, 1993.
In other areas of significance, on June 23, 1994, Stephen V.
Ardia, President and Chief Executive Officer resigned. On June 27,
1994, the Board of Directors announced the election of Thomas C.
McDermott as President and Chief Executive Officer, succeeding Mr.
Ardia. McDermott, 58, has been a Director of the Company since
1988. He was previously employed by Bausch & Lomb Incorporated,
Rochester, New York, where he was a Director and served as
President and Chief Operating Officer from 1986 to 1993.
On July 13, 1994, the Company announced the signing of a
letter of intent to acquire the outstanding shares of Pumpenfabrik
Ernst Vogel G.m.b.H. (Vogel), a leading pump manufacturer in
Austria. Vogel had sales of approximately $60 million in 1993.
Established in 1909, Vogel has manufacturing facilities in Austria
with sales branches throughout Austria and in Germany, Poland, and
Page 8 of 16
<F50>
Goulds Pumps, Incorporated Form 10-Q
Part I, Item 2
Management's Discussion and Analysis of Financial Condition and
Results of Operations (continued)
Hungary. Strategically, this acquisition will provide the Company
with market leadership in Austria, established access into Eastern
Europe and other growth opportunities for both business segments.
The Company anticipates that the slow economic recovery of the
industrial products markets and the substantial year over year
downturn at ODI will continue for the balance of 1994. As a
result, the Company expects that the third quarter of 1994 will
approximate 1994 second quarter earnings, but that the fourth
quarter of 1994 will exceed 1993's fourth quarter. Overall
earnings for 1994 are therefore anticipated to be in the range of
1993 earnings before the accounting change.
Results of Operations
The following table indicates the percentage relationships of
earnings and expense items included in the Condensed Consolidated
Statements of Earnings for the six months ended June 30, 1994 and
1993 and the related percentage change in those items.
As a Percentage of Total Net Sales Percentage Change
1994 1993(1) 1994 vs. 1993(1)
100.0% 100.0% Net sales 4.5%
70.6 71.1 Cost of goods sold 3.9
20.2 21.0 SG&A expenses .2
1.7 1.2 R&D expenses 49.5
Earnings from investments
(.2) (.8) and affiliates (67.9)
1.1 1.0 Interest expense 19.0
(.3) (.4) Interest income (27.3)
.4 .1 Other expense-net 697.2
Earnings before income taxes
and cumulative effect of
6.5 6.8 accounting change (.3)
2.5 2.6 Income taxes (1.3)
4.0 4.2 Earnings before cumulative .3
effect of accounting change
Cumulative effect of change
-- (.4) in accounting principle (100.0)
4.0% 3.8% Net earnings 10.0%
(1) Restated for adoption of SFAS 112 as of January 1, 1993.
The increase in total sales of $12.6 million in the first six
months of 1994 compared to the same period last year is primarily
composed of a $13.2 million or 11.6% increase in Water Technologies
Page 9 of 16
<F50>
Goulds Pumps, Incorporated Form 10-Q
Part I, Item 2
Management's Discussion and Analysis of Financial Condition and
Results of Operations (continued)
Group sales while Industrial Products Group sales remained
relatively constant. Second quarter 1994 net sales of $150.2
million decreased 1.4% compared to second quarter 1993 net sales of
$152.4 million. Industrial Products Group sales decreased 5.2% to
$84.1 million for the second quarter of 1994, compared to second
quarter 1993 sales of $88.7 million. The decline in sales largely
occurred at the Municipal Business Unit (MBU) which had record
shipments in the second quarter of 1993. The Water Technologies
Group's second quarter sales increased by 3.7% to $66.1 million, up
from $63.7 million a year ago. Specifically, WTG-America sales
increased 3.6%, while at the Texas Turbine Division, sales jumped
21.8% versus the second quarter of 1993. WTG-Europe's (Lowara)
sales increased 11.0% for the quarter on a translated basis. On a
local currency basis, sales increased 17.2% for the same period.
WTG's second quarter shipments complement a strong first quarter,
resulting in the year-to-date sales increase of 11.6%. This sales
increase reflects the success of strong product development
efforts, sales and marketing initiatives, and favorable weather
conditions for the residential water systems business.
Gross margin as a percentage of sales was 29.4% for the first
six months of 1994 as compared to 28.9% for the first six months of
1993. The Industrial Products Group gross profit percentage
increased slightly for the first six months of 1994 to 29.2% from
28.9% a year ago. The Water Technologies Group gross profit
percentage increased to 29.7% in 1994 compared to 29.0% for the
first six months of 1993. Margin increases at WTG would have been
even greater had it not been for additional costs incurred in
connection with the accelerated introduction of the stainless steel
GS pump.
Selling, general and administrative (SG&A) expenses increased
$1.2 million for the second quarter of 1994 compared to the same
quarter a year ago primarily due to the management restructuring
charge of $1.5 million recorded in June 1994 relating to the
previously discussed management changes. Excluding management
restructuring charges, SG&A expenses as a percentage to sales were
19.7% for the first six months of 1994 compared to 21.0% for the
same period a year ago, reflecting the Company's efforts to contain
costs through workforce reductions and the restructuring program
implemented during 1993. The reduction in the total reported SG&A
dollar amount in 1994 compared to 1993 is largely due to the
favorability associated with the translation of WTG-Europe
expenses.
Research and development (R&D) expenses increased 49.5%
compared to the first six months of 1993. The higher level of R&D
expenses in the first half of 1994 relates primarily to the
acquisition of Environamics whose patented hermetically sealed pump
Page 10 of 16
<F50>
Goulds Pumps, Incorporated Form 10-Q
Part I, Item 2
Management's Discussion and Analysis of Financial Condition and
Results of Operations (continued)
will be shipped late in 1994. Thus far, distributor orders in
excess of $2.0 million have been received and shipments are
scheduled to begin late in the fourth quarter of 1994. In May
1994, the Company introduced the Model GS stainless steel
submersible pump, produced by WTG, one month earlier than
previously scheduled. The GS pump has received strong market
acceptance and sales to date have been at expected levels. The
Company anticipates that it will continue to invest in new product
development as well as in enhancements to existing products at a
higher level than last year to improve its competitive position in
the industry.
Interest income decreased $.3 million in the first six months
of 1994 compared to the first six months of 1993. This decrease is
primarily a result of the interest earned on the U.S. income tax
refunds received during the first half of 1993. Interest expense
increased $.5 million in the first six months of 1994 compared to
the first half of 1993. This increase was anticipated and resulted
from the drawdown of a previously arranged long-term financing
agreement at a higher interest rate, higher short-term interest
rates, and overall higher debt levels.
Earnings from investments and affiliates decreased $1.5
million for the first six months of 1994 compared to the same
period in 1993. This decrease is primarily due to Goulds' share of
the 1994 earnings of ODI. ODI's financial results in the second
quarter and for the remainder of the year have been significantly
impacted by the lack of Russian financing availability which
occurred near the end of the first quarter and currently remains in
that status. A substantial year over year downturn at ODI will
therefore continue for the balance of 1994.
Other expense for the first six months of 1994 increased $1.0
million compared to the first six months of 1993 due to net
transaction losses which resulted from a significant devaluation of
the Venezuelan bolivar in May of 1994.
Liquidity and Capital Resources
As reflected on the Condensed Consolidated Statements of Cash
Flows, $14.7 million of cash generated by net financing activities
combined with $1.8 million of cash provided by net operating
activities was utilized to fund $11.9 million of net investing
activities while increasing cash and cash equivalents by $4.6
million.
Page 11 of 16
<F50>
Goulds Pumps, Incorporated Form 10-Q
Part I, Item 2
Management's Discussion and Analysis of Financial Condition and
Results of Operations (continued)
Significant items impacting cash flow from operating
activities in 1994 include an $18.7 million increase in trade
receivables due to record second quarter shipments at WTG which
generally operates at higher activity levels in the second and
third quarters of the year combined with an increase in days sales
outstanding at WTG-America; and a $13.6 million increase in
inventories primarily at WTG divisions again due to seasonal
business fluctuations and to support new product introductions such
as the GS.
In the first six months of 1994, capital additions were $9.1
million. Significant 1994 projects include equipment additions and
upgrades at domestic and international locations. The Company
expects to spend approximately $25 - $30 million in total capital
expenditures for the year.
Assuming consummation of the Vogel acquisition later this
year, the Company expects that debt levels by the end of 1994 will
be significantly higher than at December 31, 1993. Additionally,
the Company intends to replace its $30.0 million Revolving Credit
Agreement, which will expire on October 31, 1994. The Company
believes cash from operations and available credit facilities are
sufficient to meet its liquidity needs during 1994.
Cumulative translation adjustments on the accompanying
consolidated balance sheet at June 30, 1994, increased $1.4 million
from December 31, 1993 reflecting a slight strengthening of the
Italian lira against the U.S. dollar during the second quarter of
1994.
Orders and Backlog
For the first six months of 1994, orders were $281.7 million,
an increase of 5.9% compared to orders for the first half of 1993
of $266.0 million. This increase in orders of $15.7 million is
composed of a $1.5 million or 1.0% increase in Industrial Products
Group orders and a $14.2 million or 12.3% decrease in Water
Technologies Group orders.
Total orders received for the second quarter were $145.9
million, an increase of $6.4 million or 4.6% over orders of $139.5
million a year ago. Orders at WTG increased 7.7% while orders at
IPG increased 2.0% compared to the second quarter of 1993. Orders
at IPG for the second quarter of 1994 increased 3.0% over the first
quarter of 1994, reflecting the slow recovery of the Company's core
markets. Repair parts orders for the first six months of the year
are slightly better than the same period last year. However,
repair orders in the second quarter were negatively affected by a
decline in international repair business at the Vertical Products
Division.
Page 12 of 16
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Goulds Pumps, Incorporated Form 10-Q
Part I, Item 2
Management's Discussion and Analysis of Financial Condition and
Results of Operations (continued)
WTG orders level increases have resulted from the introduction
of new products with related market share gains, improvements at
the Texas Turbine Division and WTG-Asia/Pacific, and favorable
weather conditions impacting the residential water systems
business.
Total backlog has increased from $87.0 million at June 30,
1993 to $90.9 million at June 30, 1994. Industrial Products Group
backlog increased $1.3 million to a total backlog of $83.6 million
at June 30, 1994. Water Technologies Group backlog increased $2.6
million to $7.3 million at the end of the second quarter due to
increased orders activity. Consolidated backlog decreased $9.1
million from the December 31, 1993 level of $100.0 million.
Page 13 of 16
<F50>
Goulds Pumps, Incorporated Form 10-Q
Part II, Item 1, 5 and 6
PART II. Other Information
Item 1. Legal Proceedings
Disclosures regarding legal proceedings are set forth in Part
II, Item 1 of the Company's Form 10-Q for the quarterly period
ended March 31, 1994, which is incorporated herein by reference.
No significant developments have occurred since the aforementioned
Form 10-Q was filed on May 16, 1994.
Item 5. Other Information
During the second quarter of 1994, the Company successfully
negotiated an early settlement of a new contract with the 300-
member United Steelworkers Union located at the Slurry Pump
Division (SPD) in Ashland, Pennsylvania. The new contract includes
average pay increases of 3.5% - 3.75% per year over the three-year
term of the agreement. In July 1994, the Company also successfully
negotiated a new three-year contract with approximately 60 union
employees at the Vertical Products Division, located in City of
Industry, California.
As disclosed in previous SEC filings, the Company recorded a
$2.0 million provision in the fourth quarter of 1991 for estimated
environmental costs. This charge reflects anticipated costs to
monitor and remediate an inactive Company landfill site in Seneca
Falls, New York. At June 30, 1994, the remaining reserve was $1.6
million. The remediation is expected to occur through late 1995 or
early 1996 and the Company does not currently expect any additional
material expenses in future years associated with this site.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibit XI (Earnings Per Share Computation)
(b) No reports on Form 8-K were filed for the three months
ended June 30, 1994.
Page 14 of 16
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<TABLE>
EXHIBIT XI
GOULDS PUMPS, INCORPORATED AND CONSOLIDATED SUBSIDIARIES
COMPUTATION OF EARNINGS PER SHARE
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
1994 1993 1994 1993(3)
<S> <C> <S> <C> <C> <C> <C>
a. Net earnings - as reported $ 6,314 $ 8,208 $11,647 $10,588
b. Decrease in interest expense (net of tax
benefit) based upon issuance of all shares
of common stock under Deferred Common
Stock Agreement $ -- $ -- $ -- $ --
c. Restated net earnings (a + b) $ 6,314 $ 8,208 $11,647 $10,588
d. Actual weighted average number of shares
outstanding 21,174 21,120 21,169 21,107
e. Primary earnings per share based on actual
average shares outstanding (c / d) (1) $ .30 $ .39 $ .55 $ .50
f. Shares exercisable under outstanding options 419 525 563 525
g. Proceeds assuming exercise of outstanding
options $ 7,827 $10,244 $11,164 $10,244
Reinvestment of proceeds under "Treasury Stock Method":
h. Average market price per share during each
period or market price at period-end
(whichever is higher) $ 21.75 $ 24.63 $ 23.41 $ 24.63
i. Shares to be acquired (g / h) 360 416 477 416
j. Net increase in outstanding shares relative
to stock options (f - i) 59 109 86 109
k. Adjusted weighted average shares outstanding
(d + j) 21,233 21,229 21,255 21,216
l. Earnings per share assuming conversion of
all Convertible Subordinated Debentures
into common stock and exercise of
outstanding options (c / k) $ .30 $ .39 $ .55 $ .50
m. Dilutive (Anti-dilutive) effect on earnings
per share (e - l)(2) $ -- $ -- $ -- $ --
<F54>
(1) Earnings per share information is based on weighted average number of shares of common
stock outstanding during each period. No effect has been given to options outstanding
under the Company's Stock Option Plans as no material dilutive effect would result from
the exercise of these options.
(2) This calculation is submitted in accordance with Securities Exchange Act of 1934
Release No. 9038 although not required by APB Opinion No. 15 since no material dilutive
effect would result from the exercise of these items.
(3) Restated for adoption of SFAS 112 as of January 1, 1993.
</TABLE>
Page 15 of 16
<F50>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
GOULDS PUMPS, INCORPORATED
(Registrant)
Date: August 10, 1994 /S/ John P. Murphy
John P. Murphy
Vice President - Finance
(Mr. Murphy is the Chief
Financial Officer and has
been duly authorized to sign
on behalf of the registrant.)
Page 16 of 16
