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, 1996
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 30, 1996, 21,292,612 shares of $1 par value common
stock were outstanding.
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GOULDS PUMPS, INCORPORATED
INDEX
PAGE
PART I - FINANCIAL INFORMATION
Item 1. Condensed Consolidated Balance Sheets -
March 31, 1996 and December 31, 1995.............. 3
Condensed Consolidated Statements of Earnings -
Three Months Ended March 31, 1996 and 1995........ 4
Condensed Consolidated Statements of Cash Flows -
Three Months Ended March 31, 1996 and 1995........ 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 4. Submission of Matters to a Vote of Security -
Holders........................................ 14
Item 6. Exhibits and Reports on Form 8-K................14-15
Signature......................................... 16
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Condensed Consolidated Balance Sheets
Goulds Pumps, Incorporated March 31, December 31,
(In thousands) 1996 1995
(Unaudited) (Audited)
ASSETS
Current Assets:
Cash and cash equivalents $ 6,034 $ 6,383
Receivables - net 152,185 143,819
Inventories 137,922 131,693
Deferred tax asset 19,676 18,972
Prepaid expenses and other current assets 12,751 16,598
Total current assets 328,568 317,465
Property, plant and equipment - net 170,422 173,304
Deferred tax asset 9,109 8,834
Goodwill - net 27,308 29,858
Other assets 25,508 24,525
$560,915 $553,986
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Short-term borrowings $ 45,820 $ 37,904
Current portion of long-term debt 17,761 21,716
Trade payables 67,972 71,406
Compensation and commissions 20,895 24,265
Other current liabilities 51,146 55,245
Total current liabilities 203,594 210,536
Long-term debt 84,755 73,454
Pension 26,136 26,302
Other postretirement benefit obligation 50,961 50,903
Deferred tax liability and other 2,867 2,477
Stockholders' Equity:
Preferred stock - $20.00 par value: shares -
authorized: 750,000; issued and outstanding:
none - -
Common stock - $1.00 par value; shares-authorized:
90,000,000; issued and outstanding:
21,292,612 and 21,283,496 shares,
respectively 21,293 21,283
Additional paid-in capital 59,604 59,175
Retained earnings 125,720 122,741
Cumulative translation adjustments and other (14,015) (12,885)
Total stockholders' equity 192,602 190,314
$560,915 $553,986
See Accompanying Notes to Condensed Consolidated Financial Statements.
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Condensed Consolidated Statements of Earnings (Unaudited)
Goulds Pumps, Incorporated
(In thousands except per share data)
Three Months Ended March 31,
1996 1995
Net sales $183,581 $160,052
Costs and expenses
Cost of sales 130,154 114,561
Selling, general and
administrative expenses 38,602 33,154
Research and development expenses 2,328 2,030
Interest expense 2,787 2,118
Interest income (325) (646)
Other (income) expense - net (1,227) 196
Earnings before income taxes 11,262 8,639
Income taxes 4,025 3,205
Net earnings $ 7,237 $ 5,434
Net earnings per common share $ .34 $ .26
Dividends per common share $ .20 $ .20
Weighted average shares
outstanding (in thousands) 21,292 21,205
<F50>
See Accompanying Notes to Condensed Consolidated Financial Statements.
Condensed Consolidated Statements of Cash Flows (Unaudited)
Goulds Pumps, Incorporated Three Months Ended March 31,
(In Thousands) 1996 1995
OPERATING ACTIVITIES:
Net earnings $ 7,237 $ 5,434
Adjustments to reconcile net earnings to net cash
provided by (applied to) operations:
Depreciation and amortization 6,847 6,794
Gain on sale of product lines (1,174) --
Net changes in assets and liabilities, net of
effects from acquisition (24,520) (7,505)
Net cash (applied to) provided by
operating activities (11,610) 4,723
INVESTING ACTIVITIES:
Capital additions (4,279) (7,220)
Purchases of other assets (710) (1,515)
Proceeds from sale of product lines 2,723 --
Investment in subsidiary - net of cash acquired 231 --
Other - net 152 87
Net cash applied to investing activities (1,883) (8,648)
FINANCING ACTIVITIES:
Proceeds from long-term debt 30,173 14,752
Payments on long-term debt (21,370) (1,525)
Increase (decrease) in short-term borrowings 8,463 (3,796)
Proceeds from issuance of common stock 201 411
Dividends paid (4,258) (4,238)
Net cash provided by financing activities 13,209 5,604
Effect of exchange rate changes on cash (65) (1,624)
(Decrease) increase in cash and cash equivalents (349) 55
Cash and cash equivalents:
Beginning of period 6,383 7,374
End of period $ 6,034 $ 7,429
See Accompanying Notes to Condensed Consolidated Financial Statements.
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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 present fairly the Company's financial
position as of March 31, 1996 and the results of operations and
cash flows for the three months ended March 31, 1996 and 1995.
All such adjustments are of a normal recurring nature. The
results of operations for the three month period ended March 31,
1996 are not necessarily indicative of the results to be
expected for the entire year of 1996.
In October 1995, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards (SFAS) No. 123,
Accounting for Stock-Based Compensation, which will be
effective for the Company beginning January 1, 1996. SFAS No.
123 requires expanded disclosures of stock-based compensation
arrangements with employees and encourages (but does not
require) compensation cost to be measured based on the fair
value of the equity instrument awarded. Companies are
permitted, however, to continue to apply APB Opinion No. 25,
which recognizes compensation cost based on the intrinsic value
of the equity instrument awarded. The Company will continue to
apply APB Opinion No. 25 to its stock based compensation awards
to employees and will disclose the required pro forma effect on
net income and earnings per share in its Annual Report on Form
10-K for the year ending December 31, 1996.
The accounting policies followed by the Company are set forth
in Note 1 to the Company's financial statements in the 1995
Annual Report on Form 10-K which is incorporated by reference.
2. Supplemental Schedule of Cash Flow Information (in thousands):
For the three months ended,
March 31, 1996 March 31, 1995
Interest paid $2,931 $1,494
Income taxes (refunded) paid (1,857) 2,099
3. 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 15.
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4. Inventories were as follows (in thousands):
March 31, December 31,
1996 1995
(Unaudited) (Audited)
Raw materials $ 40,555 $ 38,962
Work-in-process 60,472 58,097
Finished goods 69,335 66,613
Inventories valued at FIFO/
average cost 170,362 163,672
LIFO allowance (32,440) (31,979)
Inventories less LIFO allowance $137,922 $131,693
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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
Management's discussion and analysis reviews the Company's
operating results for the three months ended March 31, 1996 and
1995, and its financial condition at March 31, 1996. The focus of
this review is on the underlying business reasons for significant
changes and trends affecting our sales, net earnings, and financial
condition. This review should be read in conjunction with the
accompanying condensed consolidated financial statements.
In an effort to give investors a more complete view of the
Company's current condition and future opportunities, this Form 10-
Q includes forward looking statements by the Company's management
about future performance and results. Because they are forward-
looking, these statements about future performance are exposed to
certain significant risks such as potential increases in
manufacturing costs; market acceptance of or preference for the
Company's products; competitive forces; the impact of, and changes
in, government regulations, such as trade restrictions or
prohibition, import and other charges or taxes; changes in global
demand for pumps and pump-related products; availability of the
Company's products; cyclicality of industries to which the Company
markets certain of its products; general and economic factors in
markets where the Company's products are sold, manufactured or
marketed; technological factors; and other factors discussed in the
Company's filings with the Securities and Exchange Commission.
Overview
The Company's first quarter 1996 results reflected the highest
first quarter level of sales, orders and earnings in its history
with increases of 14.7%, 7.8% and 33.2%, respectively, over the
first quarter of 1995. Earnings per share increased 30.8% over
first quarter 1995 results.
Net sales for the three months ended March 31, 1996 were
$183.6 million, compared with $160.1 million for the first quarter
of 1995. First quarter orders in 1996 were $177.7 million compared
with 1995 first quarter orders of $164.9 million. Backlog at March
31, 1996 was $140.5 million compared with $146.8 million at March
31, 1995.
The first quarter 1996 results included a pre-tax charge of
approximately $1.2 million for a European management change.
However, this charge was fully offset by a gain of approximately
$1.2 million on the sale of certain Municipal Business Unit product
lines.
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In January 1996, the Company purchased a controlling interest
in Nanjing Goulds Pumps Limited Co., by investing an additional
$1.4 million. This investment increased the Company's ownership
from 45% to 62%. As such, the financial results for this affiliate
have been consolidated within, and are considered to be immaterial
to, the accompanying condensed consolidated financial statements as
of March 31, 1996.
In early March 1996, the Company established a global
strategic alliance with John Crane International, a division of TI
Group plc, a company headquartered in the United Kingdom. The
Company believes that this alliance with John Crane, the world's
leading mechanical seal company, will leverage the strengths of
both companies to foster product innovation and supply chain
integration. As a result of this alliance, the two companies
intend to jointly develop pump and seal combinations to enhance
plant performance and optimize life cycle costs.
In March 1996, the Company announced its plans to invest
approximately $9 million to expand its Auburn, New York facility
to accommodate the manufacturing of Water Systems products
currently produced in the Seneca Falls, New York location. The
Auburn facility will be expanded by adding 48,500 square feet of
manufacturing space and renovating existing office space. This
project is anticipated to be completed by mid-1997. The expanded
Auburn facility will utilize focused factory cellular manufacturing
systems that are expected to provide manufacturing and productivity
enhancements to help meet the increasing demand for products and to
further improve the Company's competitive position. As of March
31, 1996, no significant costs had been incurred by the Company
with respect to this project.
The Company believes that its record first quarter 1996
results reflect continued economic strength in most of its core
markets and a strong focus on its strategic imperatives. The
Company anticipates that these factors will continue to have a
positive impact on profitability for 1996 through manufacturing
efficiencies resulting from the continued implementation of its
focused factories in North America and strong sales growth in the
Asia Pacific and Latin American regions.
Results of Operations
The increase in sales of $23.5 million in the first quarter
of 1996 compared with the first quarter of 1995 combines increases
of $16.1 million, or 19.5%, in the Industrial Products (IP) sector
sales and $7.4 million, or 9.6%, in the Water Technologies (WT)
sector sales. The increase in the Industrial Products sales is
reflective of the Company's sizable backlog at the beginning of the
period and continued strength in such core markets as chemical
process and general industry. This increase included strong
shipments to the Asia Pacific, Latin America and Middle East
markets. The increase in sales achieved in Water Technologies is
primarily attributable to increased sales in Europe and sales of
the Company's turbine products in North America.
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Gross margin as a percentage of sales improved to 29.1% for
the first quarter of 1996 compared to 28.4% for the first quarter
of 1995. The Industrial Products sector's gross profit percentage
increased to 30.6% for the first quarter of 1996 compared to 28.7%
for the first quarter 1995. Gross margin percentage increases
reflect improved efficiencies on increased manufacturing throughput
as a result of the continued implementation of the Company's
focused factory strategy and due to a more favorable sales mix
resulting from a more selective approach to the pricing of large
engineered products. The Water Technologies sector's gross profit
percentage for the first quarter of 1996 declined to 27.4% from
28.8% in the first quarter of 1995. Gross margin percentage
increases at WT-North America, due to improved manufacturing
performance and slight sales price increases, were offset by lower
margins at WT-Europe (WT-E), as a result of higher raw material
costs and weaker economic conditions in a number of European
economies, particularly Germany. This has limited opportunities
for implementing additional pricing strategies.
At WT-E, raw material costs have declined since the end of the
first quarter of 1996 and it is anticipated that second quarter
1996 gross margin performance will improve for this region in
comparison to the first quarter of 1996.
As a percentage of sales, SG&A expenses were 21.0% for the
first three months of 1996 compared with 20.7% for the same period
last year, reflecting the approximately $1.2 million charge
associated with the European management change in 1996. Without
this charge, SG&A expenses for the first quarter of 1996 would have
been 20.4% of sales.
Interest expense increased $.7 million in the first three
months of 1996 compared with the first quarter of 1995. This
increase resulted from higher debt levels in the first quarter of
1996 required to fund a portion of the 1995 restructuring of the
Environamics and Venezuelan business units and increased working
capital requirements particularly related to the Company's European
operations. Interest income for the first quarter of 1996
decreased $.3 million as compared to the same period last year
due, in part, to reduced interest income from investments in Italy
and to a decline in interest rates worldwide, as compared to the
first quarter of 1995.
Other income increased $1.4 million in the first quarter of
1996 as compared to the first quarter 1995, and is primarily
attributable to a gain on the sale of certain product lines of the
Company's Municipal Business Unit, in Baldwinsville, New York.
The provision for income taxes represents 35.7% and 37.1% of
earnings before income taxes in the first quarter of 1996 and 1995,
respectively. The lower 1996 effective tax rate, which management
expects to be the rate applicable to the full year, is reflective
of domestic state tax reduction strategies and a reduction in the
effective tax rate due to relatively higher profitability levels in
lower tax jurisdictions.
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Liquidity and Capital Resources
As reflected in the Condensed Consolidated Statements of Cash
Flows, $13.2 million of cash generated by net financing activities
was utilized to fund $11.6 million of net operating activities and
$1.9 million of net investing activities while decreasing cash and
cash equivalents by $.3 million.
Significant items impacting cash flow from operating
activities in 1996 included a $9.2 million increase in receivables
due mainly to the high level of first quarter shipments, a $7.5
million increase in inventories due in part to the seasonal build-
up of inventory to meet the requirements of the Water Technologies
sector and a $10.1 million decrease in trade payables and accrued
expenses resulting primarily from certain payments made in
connection with the Environamics and Venezuelan restructuring and
first quarter funding requirements of the Company's pension plans.
Capital additions for the first three months of 1996 were $4.3
million. Significant projects included equipment and building
additions, primarily in North America and Europe. The Company
expects to spend approximately $35 to $40 million in capital
expenditures for the year.
Cumulative translation adjustments on the accompanying
Condensed Consolidated Balance Sheet at March 31, 1996 were $14.0
million compared to $12.9 million at December 31, 1995, reflecting
the weakening of the Italian lira and the Mexican peso against the
U.S. dollar in the first quarter of 1996. In addition, a
devaluation of the Venezuelan bolivar occurred in April 1996. The
Company anticipates that any losses resulting from this devaluation
will have an insignificant effect on the consolidated results of
the Company for the year ending December 31, 1996.
Restructuring Charges
In December 1995, the Company recorded a pre-tax restructuring
charge of $19.7 million. This charge resulted from the Company's
decision to transfer its ownership interest in Environamics
Corporation to that company's management and to wind down its
manufacturing activities in Venezuela. The charge provided for
$1.4 million of termination costs and $18.3 million of other exit
costs (including the write-off of previous investments). The
following charges against this restructuring reserve were recorded
in the first quarter of 1996 relating to the following components:
costs to exit owned and leased facilities were $14.0 million; costs
of termination benefits were $.2 million.
In the fourth quarter of 1994, the Company recorded an initial
pre-tax restructuring charge of $3.5 million and a related
liability for such costs. The restructuring plan included the
downsizing of the Company's operations in California, the
Netherlands, and Mexico, and the consolidation of sales offices,
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PRO Service Centers, and other Company facilities. In December
1995, the Company reversed $1.2 million of the 1994 restructuring
charge due to lower than expected outsourcing in California and the
transfer of certain Netherlands employees to other Goulds Pumps
European operations. At March 31, 1996, the remaining reserve
related to the 1994 restructuring was $.4 million compared to $.7
million at December 31, 1995, reflecting $.3 million in charges
against the reserve in the first quarter of 1996 related to costs
of termination benefits.
The Company believes its restructuring reserves are adequate
to complete the restructuring plans, outlined above, by December
31, 1996.
Orders and Backlog
For the three months ended March 31, 1996 orders were a first
quarter record of $177.7 million, a 7.8% increase compared with
orders for the first quarter of 1995 of $164.9 million. Orders for
the IP sector of $92.5 million were up 3.6% over the first quarter
of 1995 while orders for the WT sector of $85.2 million increased
12.6% in the first quarter of 1996 as compared to the first quarter
of 1995. The IP sector's orders strength continued in the chemical
process and general industrial markets and geographically in the
Asia Pacific and Latin American regions. Orders were below last
year's record high in the pulp and paper market as paper companies
deferred or postponed many larger capital projects, but remained
stronger than 1994. Orders volume in the IP sector was also
impacted by the Company's more selective approach to the pricing of
large engineered projects. Within the WT sector, the increase in
the orders activity for the first quarter of 1996 was evenly split
between the North American and European regions.
Backlog decreased from $146.8 million at March 31, 1995 to
$140.5 million at March 31, 1996. Industrial Products backlog
decreased $4.6 million to a total backlog of $120.3 million while
Water Technologies backlog decreased $1.7 million from the March
31, 1995 level to a total backlog of $20.2 million.
Environmental Matters
In 1995, a legal action was filed against the Company and 21
other defendants in the United States District Court for the
Western District of New York (Rochester) by two plaintiffs seeking
damages for environmental contamination at or near an inactive
landfill site in Seneca Falls, New York. The Company s
investigation into the allegations in these actions is in its
preliminary phases. The Company believes that under applicable
laws it should not bear any liability to one of the claimants, the
current landfill owner, who purchased the property with full
knowledge of its prior use and continued to operate it thereafter.
In addition, the Company believes that there is little reasonable
likelihood of material liability to the other claimant at this
stage of investigation, based upon considerations of the damages
claimed, nature of contamination and the existence of other
financially viable co-defendants, and after reviewing the
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applicable legal principles. The Company has answered the
complaint by denying the material allegations and asserting various
affirmative defenses, cross-claims and counter-claims. The Company
intends to vigorously defend this litigation, but no assurance can
be given as to the ultimate outcome of such litigation or its
impact on the Company.
The Company recorded a $2.0 million provision in 1991 for
estimated costs to monitor and remediate an inactive Company
landfill site in Seneca Falls, New York. At March 31, 1996, the
remaining reserve was $1.7 million. The remediation plan has been
approved by the New York State Department of Environmental
Conservation and is expected to be completed by the end of 1996.
The Company currently believes that the reserve associated with
this site is sufficient to absorb any future costs.
Apart from issues discussed above, the Company is not
currently aware of any other environmental matters which would be
reasonably likely to have any material impact on recurring costs,
capital expenditures, or mandated expenditures.
<F50>
Goulds Pumps, Incorporated Form 10-Q
Part II
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, 1995, which is incorporated herein by reference.
No material developments have occurred since that report was
filed on March 29, 1996.
Item 4. Submission of Matters to a Vote of Security Holders
The Annual Meeting of Stockholders was held on May 1, 1996.
Stockholders elected eight Directors nominated in the March 31,
1996 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 auditors for the 1996. Results of
stockholder voting are as follows:
1. Election of Directors Votes For Votes Withheld
William W. Goessel 18,966,685 325,533
David P. Gruber 18,971,634 320,584
Melvin Howard 18,971,722 320,496
Barbara B. Lucas 18,959,229 332,989
Thomas C. McDermott 18,898,532 393,686
James C. Miller III 18,971,534 320,684
Peter Oddleifson 18,852,878 439,340
Arthur M. Richardson 18,940,844 351,374
2. Proposal to Ratify the Appointment of Deloitte & Touche LLP as
Independent Certified Public Accountants for 1996:
Votes Votes Votes Broker
For Against Abstaining Non-votes
19,171,378 78,369 42,471 --
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, 1996.
<F50>
EXHIBIT XI
GOULDS PUMPS, INCORPORATED AND CONSOLIDATED SUBSIDIARIES
COMPUTATION OF EARNINGS PER SHARE
(IN THOUSANDS, EXCEPT PER SHARE DATA)
March 31, March 31,
1996 1995
a. Net earnings $ 7,237 $ 5,434
b. Actual weighted average number of shares outstanding 21,292 21,205
c. Primary earnings per share based on actual average
shares outstanding (a / b) (1) $ .34 $ .26
d. Shares exercisable under outstanding options 621 684
e. Proceeds assuming exercise of outstanding options $12,859 $13,631
Reinvestment of proceeds under "Treasury Stock Method":
f. Average market price per share during each quarter or
market price at quarter-end (whichever is higher) $ 22.60 $ 23.50
g. Shares to be acquired (e / f) 569 580
h. Net increase in outstanding shares relative to stock
options (d - g) 52 104
i. Other Common Stock Equivalents 42 --
J. Net increase in common stock equivalents 94 104
k. Adjusted weighted average shares outstanding (b + j) 21,386 21,309
l. Fully Diluted Earnings Per Share (a / k) $ .34 $ .26
m. Dilutive (Anti-dilutive) effect on earnings per
share (c - 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 13, 1996 /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.)
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