FORM 10-Q/A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1
(Mark One)
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 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.)
300 WillowBrook Office Park, Fairport, New York 14450
(Address of principal executive offices)
(Zip Code)
(716) 387-6600
(Registrant's telephone number, including area code)
240 Fall Street, Seneca Falls, New York 13148
(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 April 29, 1994, 21,173,613 shares of $1 par value common
stock were outstanding.
<F50>
GOULDS PUMPS, INCORPORATED
INDEX
PAGE
PART I - FINANCIAL INFORMATION
Item 1. Condensed Consolidated Balance Sheets -
March 31, 1994 and December 31, 1993.............. 3
Condensed Consolidated Statements of Earnings -
Three Months Ended March 31, 1994 and 1993........ 4
Condensed Consolidated Statements of Cash Flows -
Three Months Ended March 31, 1994 and 1993........ 5
Notes to Condensed Consolidated Financial
Statements....................................... 6-8
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations..... 9-14
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K................. 15-16
Signature........................................ 17
This amendment is required to adjust 1994 previously reported
quarterly results for accounting irregularities at the Company's
Mexican subsidiary which were discovered in late December 1994.
See Note 2 on Page 6 of this amendment for a more detailed
discussion of these irregularities.
<F50>
Condensed Consolidated Balance Sheets
Goulds Pumps, Incorporated March 31, December 31,
(In thousands) 1994 1993
(Unaudited) (Audited)
ASSETS
Current assets:
Cash and cash equivalents $ 11,097 $ 7,153
Receivables - net 115,193 109,637
Inventories 112,623 106,185
Deferred tax asset 13,598 13,557
Prepaid expenses and other current assets 12,754 11,115
Total current assets 265,265 247,647
Property, plant and equipment - net 144,958 148,973
Investments, including investments in
affiliates 18,625 18,848
Deferred tax asset 4,873 5,031
Other assets 18,915 18,003
$452,636 $438,502
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Notes payable $ 33,256 $ 41,571
Current portion of long-term debt 32,531 6,922
Trade payables 39,846 34,726
Compensation and commissions 13,822 16,519
Income taxes payable 2,091 21
Dividends payable 4,235 4,231
Deferred tax liability 469 1,257
Other 27,628 32,686
Total current liabilities 153,878 137,933
Long-term debt 38,843 38,859
Pension 16,850 16,905
Other postretirement benefit obligation 53,986 53,418
Deferred tax liability and other 4,226 4,186
SHAREHOLDERS' EQUITY:
Common stock - $1.00 par value; authorized
90,000,000; issued and outstanding
21,173,613 and 21,153,966 shares,
respectively 21,174 21,154
Additional paid-in capital 57,336 57,044
Retained earnings 119,997 120,415
Cumulative translation adjustments and other (13,654) (11,412)
Total shareholders' equity 184,853 187,201
$452,636 $438,502
See Accompanying Notes to Condensed Consolidated Financial Statements.
<F50>
Condensed Consolidated Statements of Earnings (Unaudited)
Goulds Pumps, Incorporated
(In thousands except per share data)
Three Months Ended March 31,
1994 1993(1)
Net sales $136,645 $124,402
Cost and expenses
Cost of sales 98,797 88,834
Selling, general and
administrative expenses 27,534 28,611
Research and development expenses 2,235 1,676
Earnings from investments and
affiliates (475) (659)
Interest expense 1,462 1,070
Interest income (424) (361)
Other (income) expense - net 1,039 (307)
Earnings before income taxes
and cumulative effect of accounting
change 6,477 5,538
Income taxes 2,660 2,132
Earnings before cumulative effect
of accounting change 3,817 3,406
Cumulative effect of accounting
change, net of income tax benefit -- (1,026)
Net earnings $ 3,817 $ 2,380
Net earnings per share
Earnings before cumulative
effect of accounting change $ .18 $ .16
Cumulative effect of accounting change -- (.05)
Net earnings per common share $ .18 $ .11
Dividends per common share $ .20 $ .20
Weighted average shares
outstanding (in thousands) 21,164 21,094
See Accompanying Notes to Condensed Consolidated Financial Statements.
(1) Restated for adoption of SFAS 112 as of January 1, 1993.
<F50>
Condensed Consolidated Statements of Cash Flows (Unaudited)
Goulds Pumps, Incorporated Three Months Ended March 31,
(In Thousands) 1994 1993 (1)
OPERATING ACTIVITIES:
Net earnings $ 3,817 $ 2,380
Adjustments to reconcile net earnings to net cash
applied to operations:
Depreciation 6,480 6,026
Amortization 277 248
Cumulative effect of change in accounting principle -- 1,579
Earnings from affiliates (475) (659)
Increase (decrease) in deferred tax liability (520) (800)
Decrease (increase) in deferred tax asset 44 (735)
Increase in receivables-net (6,739) (8,224)
Increase in inventories (7,728) (10,068)
Increase (decrease) in trade payables, accrued
expenses and other (1,808) 990
Other - net 1,529 128
Net cash applied to operating activities (5,123) (9,135)
INVESTING ACTIVITIES:
Capital additions (3,348) (5,987)
Purchases of other assets (1,680) (889)
Net cash applied to investing activities (5,028) (6,876)
FINANCING ACTIVITIES:
Proceeds from long-term debt 2,131 15,823
Payments on long-term debt (273) (564)
Increase in short-term borrowings 16,343 8,231
Proceeds from issuance of common stock 312 659
Dividends paid (4,231) (4,215)
Net cash provided by financing activities 14,282 19,934
Effect of exchange rate changes on cash (187) (709)
Increase in cash and cash equivalents 3,944 3,214
Cash and cash equivalents:
Beginning of period 7,153 13,681
End of period $11,097 $16,895
See Accompanying Notes to Condensed Consolidated Financial Statements.
(1) Restated for adoption of SFAS 112 as of January 1, 1993.
<F50>
Goulds Pumps, Incorporated Form 10-Q/A
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 March 31, 1994 and the results of operations and
cash flows for the three months ended March 31, 1994 and 1993.
All such adjustments are of a normal recurring nature with the
exception of Mexican accounting irregularities discussed in Note
2 below. The results of operations for the three month period
ended March 31, 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 financial statements in the 1993
Annual Report on Form 10-K which is incorporated by reference.
2. This amendment is required to adjust 1994 previously reported
quarterly results for accounting irregularities at the Company's
Mexican subsidiary. In late December 1994, the Company
uncovered $3.2 million (pre-tax) of accounting irregularities
at its Mexican subsidiary. The irregularities related to a
manipulation of accounting records by personnel at the location
but involved little, if any, misappropriation of funds. The
Company has discharged those persons responsible for the
irregularities and has taken the appropriate steps to help
ensure that existing internal controls and procedures are
consistently followed.
Correction of these irregularities on a pre-tax basis decreased
net sales by $2.2 million and increased cost of goods sold by
$1.0 million for the year ended December 31, 1994. An
immaterial portion of the irregularities occurred in 1993 and
prior years ($1.1 million after-tax) and has been recognized as
an adjustment to the first quarter 1994 reported results.
Quarterly results for 1994 on an after-tax basis have therefore
been restated to reflect the following adjustment: first
quarter - a $1.5 million decrease to net earnings (E.P.S. $.07);
second quarter - a $0.8 million decrease to net earnings (E.P.S.
$.04); third quarter - a $0.1 million decrease to net earnings
(E.P.S. $.01); fourth quarter - a $2.4 million increase to net
earnings (E.P.S. $.12), reflecting the reversal of the total
amount of the correction previously recorded as a fourth quarter
adjustment.
3. 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 pages 13 through 15 of the original first quarter report for
a detailed discussion of these suits. Based on the Company's
assessment of these lawsuits which are currently in very early
<F50>
Goulds Pumps, Incorporated Form 10-Q/A
Part I, Item 1
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
stages, no provision has been made for any losses in the
accompanying financial statements.
4. 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.
5. Supplemental Schedule of Cash Flow Information (in thousands):
For the three months ended,
March 31, 1994 March 31, 1993
Interest paid $1,829 $ 922
Income taxes paid 976 3,017
6. Net income 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 16 of 17.
7. Inventories were as follows (in thousands):
March 31, December 31,
1994 1993
(Unaudited) (Audited)
Raw Materials $ 33,479 $ 31,927
Work-in-Process 51,446 49,062
Finished Goods 58,578 55,863
Inventories Valued at FIFO 143,503 136,852
LIFO Allowance (30,880) (30,667)
Inventories Less LIFO Allowance $112,623 $106,185
<F50>
Goulds Pumps, Incorporated Form 10-Q/A
Part I, Item 1
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
8. Summarized unaudited financial information for Oil Dynamics,
Inc., a 50%-owned joint venture which has a fiscal year ended
October 31, and hence is recorded with a two-month reporting
lag, is as follows (in thousands):
For the three months ended,
January 29, January 30,
1994 1993
Net Sales $14,279 $12,888
Gross Profit 4,102 4,246
Net Earnings 935 1,292
<F50>
Goulds Pumps, Incorporated Form 10-Q/A
Part I, Item 2
Management's Discussion and Analysis of Financial Condition and
Results of Operations
Overview
The Company's first quarter 1994 results reflected record
first quarter shipments, an orders increase of 7.3% and a 12.1%
increase in net earnings compared to the first quarter of 1993
before an accounting change.
First quarter net sales were a record $136.6 million, up
9.8% from $124.4 million for the first quarter of 1993. This
increase was due to record first quarter shipment levels at the
Water Technologies Group (WTG) and the Engineered Products
Division (EPD), the Company's largest division. Earnings per
share for the quarter were $.18 compared to $.16 in 1993, before
the cumulative effect of a change in accounting principle. After
the cumulative effect of the change in accounting principle,
earnings per share were $.11 in the first quarter of 1993.
Total orders received for the first quarter were $135.8
million versus $126.5 million last year, an increase of 7.3%.
WTG reported an 18.1% increase in orders over the first quarter
of last year while EPD repair parts orders levels, traditionally
an indicator of positive trends in future business activity,
increased 14.6%. Backlog decreased to $96.0 million from $100.0
million at December 31, 1993, and also decreased compared to
backlog of $100.2 million at the end of the first quarter of
1993. This slight decrease in backlog is due to the record first
quarter shipments levels.
In late December 1994, the Company uncovered $3.2 million
(pre-tax) of accounting irregularities at its Mexican subsidiary.
The irregularities related to a manipulation of accounting
records by personnel at the location but involved little, if any,
misappropriation of funds. The Company has discharged those
persons responsible for the irregularities and has taken the
appropriate steps to help ensure that existing internal controls
and procedures are consistently followed.
Correction of these irregularities on a pre-tax basis
decreased net sales by $2.2 million and increased cost of goods
sold by $1.0 million for the year ended December 31, 1994. An
immaterial portion of the irregularities occurred in 1993 and
prior years ($1.1 million after-tax) and has been recognized as
an adjustment to the first quarter 1994 reported results.
Quarterly results for 1994 on an after-tax basis have therefore
been restated to reflect the following adjustment: first quarter
- - a $1.5 million decrease to net earnings (E.P.S. $.07); second
quarter - a $0.8 million decrease to net earnings (E.P.S. $.04);
third quarter - a $0.1 million decrease to net earnings (E.P.S.
$.01); fourth quarter - a $2.4 million increase to net earnings
<F50>
Goulds Pumps, Incorporated Form 10-Q/A
Part I, Item 2
Management's Discussion and Analysis of Financial Condition and
Results of Operations (continued)
(E.P.S. $.12), reflecting the reversal of the total amount of the
correction previously recorded as a fourth quarter adjustment.
In other areas of significance, 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 pages 13 through 15 of
the original first quarter report for a detailed discussion of
these suits. In addition to the referenced discussion, it is
still possible that second quarter sales revenues of submersible
pumps and the earnings of the division could be affected,
although the Company expects high demand for its new stainless
steel pumps which were introduced nationally during the first
week of May, one month earlier than previously scheduled.
The improving economy and capital spending trends have
increased quotation activity and create a positive outlook for
orders. These factors when combined with the Company's internal
initiatives --- such as the introduction of new products,
productivity gains from CATS II, and the cost reductions --- have
yielded increased sales and earnings in the first quarter of
1994. The Company expects that the operational initiatives noted
will continue throughout 1994. Additionally, order trends
continue to be strong in April and early May of 1994.
<F50>
Goulds Pumps, Incorporated Form 10-Q/A
Part I, Item 2
Management's Discussion and Analysis of Financial Condition and
Results of Operations (continued)
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 quarters ended March
31, 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 9.8%
72.3 71.4 Cost of sales 11.2
20.2 23.0 SG&A expenses (3.8)
1.6 1.3 R&D expenses 33.4
Earnings from investments
(.4) (.5) and affiliates (27.9)
1.1 .9 Interest expense 36.6
(.3) (.3) Interest income 17.5
.8 (.2) Other (income) expense - net N.M.
Earnings before income taxes
and cumulative effect of
4.7 4.4 accounting change 17.0
1.9 1.7 Income taxes 24.8
Earnings before cumulative
2.8 2.7 effect of accounting change 12.1
Cumulative effect of change
-- (.8) in accounting principle (100.0)
2.8% 1.9% Net earnings 60.4%
(N.M. = Not Meaningful)
(1) Restated for adoption of SFAS 112 as of January 1, 1993.
The increase in sales of $12.2 million in the first quarter
as compared to the prior year is composed of a $1.4 million or a
1.8% increase in Industrial Products Group sales and a $10.9
million or 21.7% increase in Water Technologies Group sales. The
Industrial Products Group (IPG) sales increase was the result of
record first quarter EPD shipments level as EPD was able to drive
down the delinquencies that resulted from the fourth quarter 1993
systems implementation, demonstrating that many of these issues
have been resolved. For Water Technologies Group, sales at
WTG-America (Water Systems Division) increased 34.3% while sales
at WTG-Europe (Lowara S.p.A.) reflected a 3.7% increase on a
<F50>
Goulds Pumps, Incorporated Form 10-Q/A
Part I, Item 2
Management's Discussion and Analysis of Financial Condition and
Results of Operations (continued)
translated basis when compared to first quarter 1993 results. On
a local currency basis, WTG - Europe's sales increased 23.3% over
1993 first quarter results. Increased WTG business activity
levels have resulted from the introduction of new products with
related market share gains; the weaker lire making Italian
products more price attractive in other European countries;
marketing initiatives and a stronger economy in the United
States.
Gross margin as a percentage of sales decreased to 27.7% for
the first quarter of 1994 compared to 28.6% for the first quarter
of 1993. The Industrial Products Group gross profit percentage
decreased to 27.3% in 1994 from 29.0% for the first quarter
1993. While the gross margin percentage at our largest division,
the Engineered Products Division, remained relatively stable,
decreases were noted at the Vertical Products Division in
California as the sales mix shifted to a lower proportion of
higher margin parts. Additionally, the correction of Mexican
irregularities as described above also contributed to the gross
margin percentage decline. These declines were somewhat offset
by margin improvements at the Slurry Pump Division, due to
favorable product mix and increased volume. The Water
Technologies Group's gross profit percentage increased slightly
from 28.0% for the first quarter of 1993 to 28.2% for the first
quarter of 1994. This increase is largely attributable to
improved performance by the Texas Turbine Division offsetting
declines in WTG-America's gross profit percentage due to
unfavorable product mix.
As a percentage to sales, SG&A expenses were 20.2% for the
first three months of 1994 compared to 23.0% 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. Also reducing reported SG&A in 1994 is
the favorability associated with the translation of WTG-Europe
expenses.
Research and development (R&D) expenses increased 33.4% when
compared to the first quarter of 1993. The higher level of R&D
expenses in the first quarter of 1994 relates primarily to the
acquisition of Environamics whose patented hermetically sealed
pump will be introduced later in 1994. In May 1994, the Company
introduced the Model GS stainless steel submersible pump,
produced by WTG, one month earlier than previously scheduled. In
1994, the Company expects to continue to invest in new product
development as well as in enhancements to existing products at a
higher level than last year in order to improve its competitive
position in the industry.
<F50>
Goulds Pumps, Incorporated Form 10-Q/A
Part I, Item 2
Management's Discussion and Analysis of Financial Condition and
Results of Operations (continued)
Interest expense increased $.4 million in the first three
months of 1994 as compared to the first quarter 1993. This
increase was anticipated and resulted from the drawdown of a
previously arranged long-term financing agreement at a higher
interest rate (see Liquidity and Capital Resources) and overall
higher debt levels. Interest income remained relatively constant
period over period.
Earnings from investments and affiliates decreased $.2
million for the first quarter of 1994 compared to the same period
in 1993. This decrease is primarily due to Goulds' share of the
1994 earnings of Oil Dynamics, Inc. (ODI), a 50%-owned joint
venture. ODI's financial results in the second quarter and the
remainder of the year will be significantly impacted by the lack
of Russian financing availability which occurred near the end of
the quarter and currently remains in that status.
Liquidity and Capital Resources
As reflected on the Condensed Consolidated Statements of
Cash Flows, $14.3 million of cash generated by net financing
activities combined with a $.2 million negative translation
effect was utilized to fund $5.0 million of net investing
activities and $5.1 million of net operating activities while
increasing cash and cash equivalents by $3.9 million.
Significant items impacting cash flow from operating
activities in 1994 include a $6.7 million increase in
receivables-net due to the high level of first quarter shipments
and extended payment terms on certain international shipments;
and a $7.7 million increase in inventories primarily at WTG
Divisions to support new product introductions such as the Model
GS series introduced in May 1994.
In the first three months of 1994, capital additions were
$3.3 million. Significant projects included 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.
The Company expects that debt levels by the end of 1994 will
be consistent with those at December 31, 1993. Based on a
financing agreement entered into in December 1992, the Company
borrowed $20.0 million on August 3, 1993 at a fixed interest rate
of 7.18% payable semi-annually. Principal payments are required
in equal annual installments at the end of the third through
seventh years. Proceeds from this loan were used to refinance a
<F50>
Goulds Pumps, Incorporated Form 10-Q/A
Part I, Item 2
Management's Discussion and Analysis of Financial Condition and
Results of Operations (continued)
$10.0 million Term Loan due in August 1993 and other short-term
debt. 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 March 31, 1994 were $13.7 million
compared to $11.4 million at December 31, 1993, reflecting the
continued weakening of the Italian lira and the Canadian dollar
against the U.S. dollar experienced since the fourth quarter of
1992.
Orders and Backlog
For the first quarter of 1994 orders were a record $135.8
million, a 7.3% increase when compared to orders for the first
quarter of 1993 of $126.5 million. This increase in orders is
composed of a $9.3 million or 18.1% increase in WTG orders while
IPG orders remained relatively constant year over year. EPD
orders for the first quarter 1994 increased 6.1%, with repairs
parts orders increasing 14.6% over first quarter 1993. Repair
parts orders have traditionally served as a barometer of future
business activity. The Water Technologies Group 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 a stronger U.S.
economy.
Backlog has decreased from $100.2 million at March 31, 1993
to $96.0 million at March 31, 1994. Industrial Products Group
backlog decreased $4.2 million to a total backlog of $90.9
million at the end of the first quarter while Water Technologies
Group backlog levels were consistent with last year. Backlog
decreased $4.0 million from the December 31, 1993 level of $100.0
million.
<F50>
Goulds Pumps, Incorporated Form 10-Q/A
Part II, Item 6
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 March 31, 1994.
<F50>
EXHIBIT XI
GOULDS PUMPS, INCORPORATED AND CONSOLIDATED SUBSIDIARIES
COMPUTATION OF EARNINGS PER SHARE
(IN THOUSANDS, EXCEPT PER SHARE DATA)
March 31, March 31,
1994 1993 (3)
a. Net earnings $ 3,817 $ 2,380
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) $ 3,817 $ 2,380
d. Actual weighted average number of shares outstanding 21,164 21,094
e. Primary earnings per share based on actual average
shares outstanding (c / d) (1) $ .18 $ .11
f. Shares exercisable under outstanding options 1,052 813
g. Proceeds assuming exercise of outstanding options $23,465 $16,825
Reinvestment of proceeds under "Treasury Stock Method":
h. Average market price per share during each quarter or
market price at quarter-end (whichever is higher) $ 25.04 $ 24.57
i. Shares to be acquired (g / h) 937 685
j. Net increase in outstanding shares relative to stock
options (f - i) 115 128
k. Adjusted weighted average shares outstanding (d + j) 21,279 21,222
l. Earnings per share assuming exercise of outstanding
options (c / k) $ .18 $ .11
m. Dilutive (Anti-dilutive) effect on earnings per
share (e - l) (2) $ -- $ --
(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
options.
(3) Restated for adoption of SFAS 112 as of January 1, 1993.
<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: March 7, 1995 /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.)
