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 March 31, 1995
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)
(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 28, 1995, 21,221,384 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, 1995 and December 31, 1994.............. 3
Condensed Consolidated Statements of Earnings -
Three Months Ended March 31, 1995 and 1994........ 4
Condensed Consolidated Statements of Cash Flows -
Three Months Ended March 31, 1995 and 1994........ 5
Notes to Condensed Consolidated Financial
Statements........................................ 6-8
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations..... 9-13
PART II - OTHER INFORMATION
Item 1. Legal Proceedings................................ 14
Item 4. Submission of Matters to a Vote of Security
Holders........................................ 14
Item 6. Exhibits and Reports on Form 8-K................. 15-16
Signature......................................... 17
<F50>
Condensed Consolidated Balance Sheets
Goulds Pumps, Incorporated March 31, December 31,
(In thousands) 1995 1994
(Unaudited) (Audited)
ASSETS
Current assets:
Cash and cash equivalents $ 7,429 $ 7,374
Receivables - net 134,166 113,777
Inventories 129,848 111,508
Deferred tax asset 12,981 12,494
Prepaid expenses and other current assets 14,662 10,898
Total current assets 299,086 256,051
Property, plant and equipment - net 168,286 152,789
Investment in Vogel -- 17,800
Investments in affiliates 1,158 1,178
Other investments 6,176 6,498
Deferred tax asset 8,668 8,125
Goodwill - net 27,152 1,634
Other assets 15,958 13,166
$526,484 $457,241
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Short-term borrowings $ 15,125 $ 10,418
Current portion of long-term debt 37,281 24,886
Trade payables 61,267 47,382
Compensation and commissions 18,122 17,552
Income taxes payable 2,023 266
Pension 2,789 2,228
Progress payments 10,359 3,170
Warranty reserves 4,416 3,937
Dividends payable 4,244 4,239
Deferred tax liability 294 391
Restructuring accrual 2,444 3,224
Other 21,021 21,510
Total current liabilities 179,385 139,203
Long-term debt 80,729 53,756
Pension 20,657 16,992
Other postretirement benefit obligation 52,169 51,681
Deferred tax liability and other 4,585 4,322
Shareholders' Equity:
Common stock - $1.00 par value; authorized
90,000,000; issued and outstanding
21,217,796 and 21,193,054 shares,
respectively 21,218 21,193
Additional paid-in capital 58,008 57,622
Retained earnings 122,862 121,671
Cumulative translation adjustments and other (13,129) (9,199)
Total shareholders' equity 188,959 191,287
$526,484 $457,241
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,
1995 1994
Net sales $160,052 $136,645
Cost and expenses
Cost of sales 114,561 98,797
Selling, general and
administrative expenses 33,154 27,534
Research and development expenses 2,030 2,235
Earnings from affiliates (2) (475)
Interest expense 2,118 1,462
Interest income (646) (424)
Other expense - net 198 1,039
Earnings before income taxes 8,639 6,477
Income taxes 3,205 2,660
Net earnings $ 5,434 $ 3,817
Net earnings per common share $ .26 $ .18
Dividends per common share $ .20 $ .20
Weighted average shares
outstanding (in thousands) 21,205 21,164
See Accompanying Notes to Condensed Consolidated Financial
Statements.
<F50>
Condensed Consolidated Statements of Cash Flows (Unaudited)
Goulds Pumps, Incorporated Three Months Ended March 31,
(In Thousands) 1995 1994
OPERATING ACTIVITIES:
Net earnings $ 5,434 $ 3,817
Adjustments to reconcile net earnings to net cash
provided by (applied to) operations:
Depreciation 6,441 6,480
Amortization 353 277
Earnings from affiliates (2) (475)
Changes in assets and liabilities, net of
effects from acquisition:
Decrease in deferred tax liability (220) (520)
Decrease (increase) in deferred tax asset (344) 44
Increase in receivables-net (11,774) (6,739)
Increase in inventories (1,132) (7,728)
Increase (decrease) in trade payables, accrued
expenses and other 2,056 (1,808)
Other - net 3,911 1,529
Net cash provided by (applied to)
operating activities 4,723 (5,123)
INVESTING ACTIVITIES:
Capital additions (7,220) (3,348)
Purchases of other assets (1,515) (1,680)
Other - net 87 --
Net cash applied to investing activities (8,648) (5,028)
FINANCING ACTIVITIES:
Proceeds from long-term debt 14,752 2,131
Payments on long-term debt (1,525) (273)
Increase (decrease) in short-term borrowings (3,796) 16,343
Proceeds from issuance of common stock 411 312
Dividends paid (4,238) (4,231)
Net cash provided by financing activities 5,604 14,282
Effect of exchange rate changes on cash (1,624) (187)
Increase in cash and cash equivalents 55 3,944
Cash and cash equivalents:
Beginning of period 7,374 7,153
End of period $ 7,429 $11,097
See Accompanying Notes to Condensed Consolidated Financial Statements.
<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 March 31, 1995 and the results of operations and
cash flows for the three months ended March 31, 1995 and 1994.
All such adjustments are of a normal recurring nature. The
results of operations for the three month period ended March 31,
1995 are not necessarily indicative of the results to be
expected for the entire year of 1995.
The accounting policies followed by the Company are set forth
in Note 1 to the Company's financial statements in the 1994
Annual Report on Form 10-K which is incorporated by reference.
2. During December 1994, which was subsequent to the 1994 year-end
of the Company's subsidiary Goulds Pumps Europe, B.V. (GPE), all
of the outstanding common stock of Pumpenfabrik Ernst Vogel AG
(Vogel) was acquired for $17.8 million. Although this
acquisition occurred subsequent to GPE's year-end, the
investment in Vogel was recorded as a line item on the
consolidated balance sheet at December 31, 1994 since the
borrowing for the acquisition had been completed, together with
the corresponding advance to the Company's subsidiary. At March
31, 1995, the detailed balance sheet of Vogel is consolidated
in the financial statements under the purchase accounting
method. For reporting purposes, Vogel has an October 31 year-
end, like that of its direct parent, GPE.
The excess of the allocated purchase price over the fair value
of net tangible assets acquired was recorded as goodwill in the
amount of $16.9 million and is being amortized over a 30-year
period. Additionally, Vogel had $8.8 million of goodwill on
their balance sheet prior to acquisition by Goulds. In the
accompanying consolidated financial statements, the allocation
of the purchase price to the acquired assets and liabilities of
Vogel is preliminary and may change as various studies,
evaluations, and appraisals are completed.
The Company's pro forma unaudited results of operations for the
quarter ended March 31, 1994, assuming acquisition of Vogel had
occurred as of the beginning of the year, would have increased
net sales by approximately $16.6 million and decreased net
earnings per share by approximately $.08. Adjustments made in
arriving at preliminary pro forma unaudited results of
operations included additional interest expense of $.2 million
related to the $17.8 million of acquisition debt at 4.5% for the
quarter, related income tax adjustments and amortization of
goodwill of $.1 million. The unaudited pro forma results of
operations are not necessarily indicative of results that would
<F50>
Goulds Pumps, Incorporated Form 10-Q
Part I, Item 1
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
have been attained had the Vogel business been acquired at the
beginning of 1994, nor are they consistent with management's
expectation of future performance.
3. In the fourth quarter of 1994, the Company executed a
restructuring plan to align its continuing global operations
with management's long-term objectives. As a result, a
restructuring charge of $3.5 million pre-tax and a related
liability for such costs were recorded in the Company's
consolidated financial statements in the fourth quarter. The
restructuring plan included the downsizing of the Company's
California, Netherlands, and Mexican based operations, and the
consolidation of sales offices, PRO Service Centers, and other
Company facilities. As a result, the related cost to exit owned
and leased facilities was $1.1 million. The restructuring
included the termination of 149 employees from manufacturing,
selling, and general and administrative departments. The
related termination benefits included in the restructuring
charge were $2.4 million.
The balance in restructuring reserve at March 31, 1995 is $2.4
million. The following charges against the restructuring
reserve were recorded in the first quarter of 1995 relating to
the following components: costs to exit owned and leased
facilities were $.6 million; costs of termination benefits were
$.2 million. The Company believes the reserve is adequate to
complete the restructuring plan by the end of 1995. The
restructuring plan is anticipated to result in savings in the
range of $2.2 million pre-tax in 1995 with annual savings
estimated to be $3.3 million pre-tax in 1996 and beyond.
4. Supplemental Schedule of Cash Flow Information (in thousands):
For the three months ended,
March 31, 1995 March 31, 1994
Interest paid $1,494 $1,829
Income taxes paid 2,099 976
5. 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.
<F50>
Goulds Pumps, Incorporated Form 10-Q
Part I, Item 1
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
6. Inventories were as follows (in thousands):
March 31, December 31,
1995 1994
(Unaudited) (Audited)
Raw Materials $ 41,905 $ 40,608
Work-in-Process 52,497 39,895
Finished Goods 66,532 61,895
Inventories Valued at FIFO 160,934 142,398
LIFO Allowance (31,086) (30,890)
Inventories Less LIFO Allowance $129,848 $111,508
<F50>
Goulds Pumps, Incorporated Form 10-Q
Part I, Item 2
Management's Discussion and Analysis of Financial Condition and
Results of Operations
Overview
The Company's first quarter 1995 results reflected the highest
quarterly orders and sales levels in its history with increases of
21.4% and 17.1% respectively over the first quarter of 1994.
Earnings per share jumped 44.4% over first quarter 1994 results.
First quarter 1995 net sales were a record $160.1 million,
compared with $136.6 million for the first quarter of 1994.
Without the two-month effect of the Company's latest acquisition,
Vogel, Austria's leading pump manufacturer, sales would have
increased 8.8% and net earnings would have increased 47.5% for the
same period. First quarter orders in 1995 were $164.9 million
compared with 1994 first quarter orders of $135.8 million. Without
the two months of Vogel's orders included in the first quarter of
1995, orders would have increased 13.0% compared to the first three
months of 1994. Backlog at March 31, 1995 was a record $118.0
million, 22.9% higher than backlog of $96.0 million at March 31,
1994.
In other areas of significance, the Board of Directors of the
Company elected Thomas C. McDermott as Chairman of the Board on May
3, 1995, effective immediately. McDermott, 58, who is also
President and Chief Executive Officer of the Company, succeeds
Robert L. Tarnow who is retiring as Chairman.
The Company is currently considering the possibility of
relocating its production in Seneca Falls, New York, to achieve
lower manufacturing costs. The Company anticipates making a
decision regarding this matter by the end of 1995.
The Company believes its first quarter 1995 improvements
reflect strong economic climate in its core markets as well as a
dedicated focus on its strategic imperatives. The Company
anticipates that net earnings in each of the remaining quarters of
1995 will be stronger than that of the year before.
Results of Operations
The increase in sales of $23.4 million in the first quarter
1995 compared with the first quarter of 1994 is composed of a $6.9
million or a 9.1% increase in Industrial Products sector sales and
a $16.5 million or 27.1% increase in Water Technologies sector
sales. Without Vogel sales, the Industrial Products sales increase
would have been 3.6% over 1994. This increase included the strong
shipments performance of Goulds Pumps Canada reflecting the
resurgence of the Canadian economy and growth in the pulp and paper
core market. If Vogel's results were excluded, the Water
<F50>
Goulds Pumps, Incorporated Form 10-Q
Part I, Item 2
Management's Discussion and Analysis of Financial Condition and
Results of Operations (continued)
Technologies sales increase would have been 15.1% compared with
1994's first quarter. WTG-Europe (WTG-E) achieved sales growth of
12.3% in lira and 17.0% on a translated basis due to the stronger
lira during this timeframe.
Gross margin as a percentage of sales improved to 28.4% for
the first quarter of 1995 compared to 27.7% for the first quarter
of 1994. The Industrial Products sector gross profit percentage
increased to 28.7% in 1995 from 27.3% for the first quarter of
1994. Without Vogel, the Industrial Products sector gross profit
percentage would have been 29.0% for the first quarter of 1995.
Gross margin percentage increases were achieved at the Engineered
Products Division (EPD) and the Vertical Products Division (VPD).
For the first quarter of 1995, excluding Vogel, the Water
Technologies sector's gross profit percentage improved to 28.8%
from 28.2% in the first quarter of 1994. Gross margin percentage
increases at WTG-America (WTG-A), due to a price increase and lower
manufacturing costs, and improvements at WTG-E were offset, in
part, by lower margin levels at Texas Turbine.
At WTG-E, recent raw material price increases, particularly in
stainless steel, as well as the recent decline in the value of the
Italian lira against other European currencies, most notably the
German mark, are expected to negatively impact reported gross
margins levels for the remainder of 1995. Sales price increases
are being implemented where possible and appropriate to offset the
increased cost.
As a percentage to sales, SG&A expenses were 20.7% for the
first three months of 1995 compared with 20.2% for the same period
a year ago, reflecting increases at WTG-E due to an expanded
European sales presence, expenses associated with new Corporate
headquarters, and the impact of Vogel's SG&A expenses, which are
higher on a percentage of sales basis and not included in 1994
results.
Research and development (R&D) expenses decreased 9.2%
compared with the first quarter of 1994. The higher level of R&D
expenses in the first quarter of 1994 relates primarily to
Environamics which began shipping product in late 1994. In 1995,
the Company anticipates that it will continue to invest in new
product development, as well as in enhancements to existing
products, but at a slightly lower percentage of sales than in 1994
due to the impact of Environamics.
Earnings from affiliates decreased $.5 million for the first
quarter of 1995 compared to the same period in 1994. This decrease
is primarily due to the shift in control of Oil Dynamics, Inc.
(ODI), a formerly 50%-owned joint venture, to Franklin Electric Co.
<F50>
Goulds Pumps, Incorporated Form 10-Q
Part I, Item 2
Management's Discussion and Analysis of Financial Condition and
Results of Operations (continued)
in late 1994. In 1995, the Company's investment in ODI, currently
at 3%, is recorded under the "cost method" of accounting and
therefore ODI's results are not reflected in the Company's
financial statements.
Interest expense increased $.7 million in the first three
months of 1995 compared with the first quarter 1994. This increase
was accounted for by the bank and capital lease debt of Vogel
assumed in connection with the acquisition. Interest income
increased $.2 million period over the same period due to Vogel's
impact on reported results.
Other expense decreased $.8 million compared with the first
quarter of 1994. This decrease is due to several factors which
include a reduction in losses on exchange transactions and on
disposal of fixed assets.
The provision for income taxes represents 37.1% and 41.1% of
earnings before income taxes in the first quarter of 1995 and 1994,
respectively. The higher tax rate in 1994 was largely due to the
negative tax impact associated with adjustments for Mexican
accounting irregularities recorded in the first quarter of 1994.
Liquidity and Capital Resources
As reflected on the Condensed Consolidated Statements of Cash
Flows, $5.6 million of cash generated by net financing activities
and $4.7 millon of cash generated from operating activities
combined with a $1.6 million negative translation effect were
utilized to fund $8.6 million of net investing activities while
increasing cash and cash equivalents by $.1 million.
Significant items impacting cash flow from operating
activities (net of the effects of Vogel's opening balance sheet) in
1995 include an $11.8 million increase in receivables-net due to
the high level of first quarter shipments, and a $1.1 million
increase in inventories primarily at WTG-E to support its expanded
European sales presence.
In the first three months of 1995, capital additions were $7.2
million. Significant projects included equipment and building
additions, primarily at WTG-E. The Company expects to spend
approximately $30 - $35 million in total capital expenditures for
the year.
The Company expects that debt levels by the end of 1995 will
be higher than those at December 31, 1994, due to the bank and
capital lease debt assumed in connection with the acquisition of
<F50>
Goulds Pumps, Incorporated Form 10-Q
Part I, Item 2
Management's Discussion and Analysis of Financial Condition and
Results of Operations (continued)
Vogel. The Company believes cash from operations and available
credit facilities are sufficient to meet its liquidity needs during
1995.
Cumulative translation adjustments on the accompanying
consolidated balance sheet at March 31, 1995 were $13.1 million
compared to $9.2 million at December 31, 1994, reflecting the
weakening of the Italian lira and the Mexican peso against the U.S.
dollar experienced since the fourth quarter of 1994. Future
currency devaluations could occur at some of the Company's
international locations, including Venezuela. The Company is
currently evaluating methods to minimize the impact of devaluations
on operations and reported operating results.
Restructuring Charges
In the fourth quarter of 1994, the Company executed a
restructuring plan to align its continuing global operations with
management's long-term objectives. As a result, a restructuring
charge of $3.5 million pre-tax and a related liability for such
costs were recorded in the Company's consolidated financial
statements in the fourth quarter. The restructuring plan included
the downsizing of the Company's California, Netherlands, and
Mexican based operations, and the consolidation of sales offices,
PRO Service centers, and other Company facilities. As a result,
the related cost to exit owned and leased facilities was $1.1
million. The restructuring included the termination of 149
employees from manufacturing, selling, and general and
administrative departments. The related termination benefits
included in the restructuring charge were $2.4 million.
The balance in the restructuring reserve at March 31, 1995 is
$2.4 million. The following charges against the restructuring
reserve were recorded in the first quarter of 1995 relating to the
following components: costs to exit owned and leased facilities
were $.6 million; costs of termination benefits were $.2 million.
The Company believes the reserve is adequate to complete the
restructuring plan by the end of 1995. The restructuring plan is
anticipated to result in savings in the range of $2.2 million pre-
tax in 1995 with annual savings estimated to be $3.3 million pre-
tax in 1996 and beyond.
Environmental Matters
In 1994, a charge of $3.5 million pre-tax was recorded for
legal and other fees related to the Company's vigorous defense of
the lawsuits commenced in 1994 arising from the sales of
submersible pumps with brass or bronze components. (See "Legal
<F50>
Goulds Pumps, Incorporated Form 10-Q
Part I, Item 2
Management's Discussion and Analysis of Financial Condition and
Results of Operations (continued)
Proceedings", below.) This charge includes the establishment of a
$2.2 million reserve to cover revised estimates of future legal
costs to pursue that defense. At March 31, 1995, the remaining
reserve was $1.7 million. Although the Company believes the
reserve is adequate based on current estimates, it is possible that
the range of such costs and related expenses could exceed the
reserve by as much as $1.0 million. There has not been, nor does
the Company currently anticipate, any material impact on sales or
inventories resulting from these lawsuits.
As disclosed in previous SEC filings, the Company recorded a
$2.0 million provision in the fourth quarter of 1991 for estimated
environmental costs to monitor and remediate an inactive Company
landfill site in Seneca Falls, New York. At March 31, 1995, the
remaining reserve was $1.8 million. The remediation plan has been
approved by the New York State DEC and is expected to be completed
in 1995 or early 1996. The Company does not currently expect any
additional material expenses in future years associated with this
site.
Apart from issues discussed above for which reserves have been
established in respect of environmental matters, the Company is not
currently aware of other environmental matters which would have any
material impact on recurring costs, capital expenditures, or
mandated expenditures.
Orders and Backlog
For the first quarter of 1995, orders were a record $164.9
million, a 21.4% increase compared with orders for the first
quarter of 1994 of $135.8 million. Without Vogel, total first
quarter 1995 orders were $153.4 million or a 13.0% increase over
first quarter 1994 orders levels. The increase in orders,
excluding Vogel, is composed of a $7.9 million or 13.0% increase
in Water Technologies orders while Industrial Products orders
increased $9.8 million or 13.1% year over year. Industrial repair
orders for the first quarter of 1995 reflected a 12.8% increase
over first quarter 1994 levels. For the first quarter of 1995, all
major Industrial sector divisions and Goulds Pumps Canada reported
strong orders increases reflecting expansion and growth in core
markets. The Water Technologies sector orders level increases have
resulted from the introduction of new products with related market
share gains and WTG-E European sales expansion.
Backlog increased from $96.0 million at March 31, 1994 to a
record $118.0 million at March 31, 1995. Industrial Products
backlog increased $14.9 million to a total backlog of $105.8
million at the end of the first quarter while the Water
Technologies backlog increased $7.1 million from the March 31, 1994
level to a total backlog of $12.2 million.
<F50>
Goulds Pumps, Incorporated Form 10-Q
Part II, Item 1 and 4
PART II. Other Information
Item 1. Legal Proceedings
Disclosures regarding legal proceedings are set forth in Part
I, Item 3 of the Company's Form 10-K for the year ended December
31, 1994, which is incorporated herein by reference.
No significant developments have occurred since that report
was filed on March 28, 1995.
Item 4. Submission of Matters to a Vote of Security Holders
The Annual Meeting of Stockholders was held on May 3, 1995.
Stockholders elected seven Directors nominated in the March 31,
1995 Proxy Statement, incorporated herein by reference, to hold
office until the next Annual Meeting of stockholders.
Additionally, stockholders ratified the appointment of Deloitte &
Touche LLP as the Company's independent certified public
accountants for the next year, and rejected a stockholder proposal
to authorize and request that the Board of Directors reduce the
number of authorized shares of Common Stock ($1 par value) from 90
million to 25 million. Results of stockholder voting are as
follows:
1. Election of Directors Votes For Votes Withheld
William W. Goessel 18,292,308 145,508
Melvin Howard 18,297,408 140,408
Barbara B. Lucas 18,297,308 140,508
Thomas C. McDermott 18,197,363 240,453
James C. Miller III 18,297,208 140,608
Peter Oddleifson 18,297,408 140,408
Arthur M. Richardson 18,272,308 165,508
2. Proposal to Ratify the Appointment of Deloitte & Touche as
Independent Certified Public Accountants for 1995:
Votes Votes Votes Broker
For Against Abstaining Non-votes
18,377,735 45,021 15,060 --
3. Shareholder proposal to reduce the number of authorized shares
of Common Stock from 90 million to 25 million:
Votes Votes Votes Broker
For Against Abstaining Non-votes
2,464,671 14,333,417 311,089 1,328,639
<F50>
Goulds Pumps, Incorporated Form 10-Q
Part II, Item 6
PART II. Other Information
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibit XI. (Earnings Per Share Computation)
(b) Exhibit XXVII (Financial Data Schedule) filed
electronically only.
(c) No reports on Form 8-K were filed for the three months
ended March 31, 1995.
<F50>
EXHIBIT XI
GOULDS PUMPS, INCORPORATED AND CONSOLIDATED SUBSIDIARIES
COMPUTATION OF EARNINGS PER SHARE
(IN THOUSANDS, EXCEPT PER SHARE DATA)
March 31, March 31,
1995 1994
a. Net earnings $ 5,434 $ 3,817
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) $ 5,434 $ 3,817
d. Actual weighted average number of shares outstanding 21,205 21,164
e. Primary earnings per share based on actual average
shares outstanding (c / d) (1) $ .26 $ .18
f. Shares exercisable under outstanding options 684 1,052
g. Proceeds assuming exercise of outstanding options $13,631 $23,465
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) $ 23.50 $ 25.04
i. Shares to be acquired (g / h) 580 937
j. Net increase in outstanding shares relative to stock
options (f - i) 104 115
k. Adjusted weighted average shares outstanding (d + j) 21,309 21,279
l. Earnings per share assuming exercise of outstanding
options (c / k) $ .26 $ .18
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.
<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: May 12, 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.)
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-END> MAR-31-1995
<CASH> 7,429
<SECURITIES> 0
<RECEIVABLES> 136,871
<ALLOWANCES> (2,705)
<INVENTORY> 129,848
<CURRENT-ASSETS> 299,086
<PP&E> 417,125
<DEPRECIATION> (248,839)
<TOTAL-ASSETS> 526,484
<CURRENT-LIABILITIES> 179,385
<BONDS> 0
<COMMON> 21,218
0
0
<OTHER-SE> 167,741
<TOTAL-LIABILITY-AND-EQUITY> 526,484
<SALES> 160,052
<TOTAL-REVENUES> 160,052
<CGS> 114,561
<TOTAL-COSTS> 114,561
<OTHER-EXPENSES> 35,184
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,472
<INCOME-PRETAX> 8,639
<INCOME-TAX> 3,205
<INCOME-CONTINUING> 5,434
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 5,434
<EPS-PRIMARY> .26
<EPS-DILUTED> .26
</TABLE>
