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, 1997
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, 1997, 21,391,414 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, 1997 and December 31, 1996.............. 3
Condensed Consolidated Statements of Earnings -
Three Months Ended March 31, 1997 and 1996........ 4
Condensed Consolidated Statements of Cash Flows -
Three Months Ended March 31, 1997 and 1996........ 5
Notes to Condensed Consolidated Financial
Statements........................................ 6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations.... 7
PART II - OTHER INFORMATION
Item 1. Legal Proceedings................................12
Item 2. Changes in the Rights of the Company's Security
Holders.......................................... 12
Item 4. Submission of Matters to a Vote of Security -
Holders.......................................... 12
Item 6. Exhibits and Reports on Form 8-K................13
Signature......................................... 15
This Amendment replaces in its entirety the Quarterly Report on Form 10-Q
filed by the Company on May 14, 1997, which, due to a clerical error, included
the text of the Quarterly Report on Form 10-Q for the first quarter of 1996.
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PART I - FINANCIAL INFORMATION
Item 1. - Financial Statements
Condensed Consolidated Balance Sheets
Goulds Pumps, Incorporated March 31, December 31,
(In thousands) 1997 1996
(Unaudited) (Audited)
ASSETS
Current Assets:
Cash and cash equivalents $ 9,266 $ 5,227
Receivables - net 153,412 156,018
Inventories - net 126,756 125,507
Deferred tax asset 6,921 6,867
Prepaid expenses and other current assets 15,585 16,358
Total current assets 311,940 309,977
Property, plant and equipment - net 175,587 183,457
Deferred tax asset 10,677 10,607
Goodwill - net 23,703 25,880
Other assets 24,169 24,950
$546,076 $554,871
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Short-term borrowings $ 43,803 $ 51,108
Current portion of long-term debt 17,263 14,631
Trade payables 73,049 68,951
Compensation and commissions 20,028 26,925
Other current liabilities 42,769 41,517
Total current liabilities 196,912 203,132
Long-term debt 58,344 57,965
Pension 27,188 28,258
Other postretirement benefits obligation 51,038 51,220
Deferred tax liability and other 3,031 3,190
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:
21,381,593 and 21,376,093 shares,
respectively 21,382 21,376
Additional paid-in capital 61,543 61,351
Retained earnings 144,155 140,388
Cumulative translation adjustments and other (17,517) (12,009)
Total stockholders' equity 209,563 211,106
$546,076 $554,871
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,
1997 1996
Net sales $178,699 $183,581
Costs and expenses
Cost of sales 128,384 130,154
Selling, general and
administrative expenses 34,271 38,602
Research and development expenses 2,027 2,328
Interest expense 2,359 2,787
Interest income (521) (325)
Other income - net (488) (1,227)
Earnings before income taxes 12,667 11,262
Income taxes 4,624 4,025
Net earnings $ 8,043 $7,237
Net earnings per common share $ .38 $ .34
Dividends per common share $ .20 $ .20
Weighted average shares
outstanding (in thousands) 21,377 21,292
See Accompanying Notes to Condensed Consolidated Financial
Statements.
<F50>
Condensed Consolidated Statements of Cash Flows (Unaudited)
Goulds Pumps, Incorporated
(In thousands)
Three Months Ended March 31,
1997 1996
OPERATING ACTIVITIES:
Net earnings $ 8,043 $ 7,237
Adjustments to reconcile net earnings to net cash
provided by (applied to) operating activities:
Depreciation and amortization 7,697 6,847
Gain on sale of certain product lines - (1,174)
Net changes in assets and liabilities, net of
effects from acquisition (4,643) (24,520)
Net cash provided by (applied to)
operating activities 11,097 (11,610)
INVESTING ACTIVITIES:
Purchases of property, plant and equipment (3,010) (4,279)
Proceeds from sale of certain product lines - 2,723
Other - net (559) (327)
Net cash applied to investing activities (3,569) (1,883)
FINANCING ACTIVITIES:
Proceeds from long-term debt 38,565 30,173
Payments on long-term debt (22,079) (21,370)
Increase (decrease) in short-term borrowings (16,017) 8,463
Proceeds from stock options exercised 116 201
Dividends paid (4,275) (4,258)
Net cash (applied to) provided by financing
activities (3,690) 13,209
Effect of exchange rate changes on cash 201 (65)
Increase (decrease) in cash and cash equivalents 4,039 (349)
Cash and cash equivalents:
Beginning of period 5,227 6,383
End of period $ 9,266 $ 6,034
See Accompanying Notes to Condensed Consolidated Financial
Statements.
<F50>
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, 1997 and the results of
operations and cash flows for the three months ended March
31, 1997 and 1996. The results of operations for the three
month period ended March 31, 1997 are not necessarily
indicative of the results to be expected for the entire year
of 1997.
The accounting policies followed by the Company are set forth
in Note 1 to the Company's financial statements in the 1996
Goulds Pumps, Incorporated Annual Report on Form 10-K,
which is incorporated by reference.
In March 1997 the Financial Accounting Standards Board
issued Statement of Financial Accounting Standards No. 128
"Earnings Per Share". This new standard requires dual presentation
of basic and diluted earnings per share (EPS) on the face of the
earnings statement and requires a reconciliation of the numerators
and denominators of basic and diluted EPS calculations. The
statement will be effective for the Company's 1997 fiscal
year. Early adoption of the statement is not permitted. The
Company has applied this statement to the 1996 first quarter
and annual results and to the 1997 first quarter results and
determined that the adoption of this statement would not have
had a material impact on the earnings per share calculations
for those periods.
2. Net earnings per share of common stock are 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 11 on page 14.
3. Inventories were as follows (in thousands):
March 31, December 31,
1997 1996
(Unaudited) (Audited)
Raw materials $ 43,548 $ 43,358
Work-in-process 53,375 53,143
Finished goods 61,339 61,072
Inventories valued at FIFO/
average cost 158,262 157,573
LIFO allowance (31,506) (32,066)
Inventories - net $126,756 $125,507
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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, 1997 and
1996, and its financial condition at March 31, 1997. 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 well-rounded view of the
Company's current condition and future opportunities, this Form
10-Q includes statements by the Company's management about future
performance and results. Because they are forward-looking, such
statements involve uncertainties. They include risks of
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 prohibitions, 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
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
On April 21, 1997, the Company announced that the Board of
Directors had approved a definitive agreement under which ITT
Industries, Inc. will acquire Goulds Pumps, Incorporated. A cash
tender offer to acquire all of the outstanding common shares of
Goulds for $37 per share has been commenced, and is subject to
the valid tender of a majority of the voting power of Goulds
stockholders, the expiration or termination of all applicable
waiting periods under the Hart-Scott-Rodino Anti-Trust
Improvements Act of 1976, applicable foreign filings and other
customary closing conditions. These procedures are further
outlined in the documents and information prepared by the Company
and ITT Industries, Inc., filed with the Securities and Exchange
Commission and submitted to stockholders of the Company.
The Company's first quarter 1997 results represents first
quarter records for earnings per share and orders, with increases
of 11.8% and 1.0%, respectively, over first quarter 1996 results.
This was the third consecutive year of significant first quarter
earnings improvement.
Net sales for the three months ended March 31, 1997 declined
2.7% when compared to the same period in 1996, to $178.7 million
from last year's $183.6 million. This decline in sales can be
attributed to the unusually high backlog last year, as well as a
first quarter 1997 softening in the North American residential
water market. Backlog fell 8.5% from the first quarter of 1996
after adjusting for the disposal of certain Municipal Business
Unit product lines.
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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.
The Company believes the record first quarter 1997 results
reflect increased focus on profitability, regionalization, and
operating expense controls. These factors are expected to
continue to impact results in a positive manner, while continued
emphasis on manufacturing improvements through implementation of
focused factories and other strategies should strengthen gross
margins.
In March 1997, the Financial Accounting Standards Board
issued Statement of Financial Accounting Standards (SFAS) No.
128, "Earnings per Share," which will be effective during the
fourth quarter of 1997. SFAS No. 128 will require the Company in
its fourth quarter and in its annual report to restate all
previously reported earnings per share information to conform
with the new pronouncement's requirements.
Results of Operations
The sales decline of $4.9 million in the first quarter of
1997 compared to the first quarter of 1996 results from a decline
of $5.7 million, or 5.8%, in the Industrial Products (IP) sector,
offset by an increase of $0.8 million, or 1.0%, in the Water
Technologies (WT) sector. Compared to 1996, IP sales in 1997
were negatively impacted by the 1996 sale of certain Municipal
Business Unit product lines, and the working off of an abnormally
high beginning backlog in 1996. WT's first quarter 1997 sales
constituted another first quarter record.
Gross margin for the three months ended March 31, 1997 was
28.2% compared to 29.1% in the same period last year. IP's gross
margin decreased to 28.9% from 30.6%, while WT's gross margin of
27.3% was almost identical to the 27.4% reported in the first
quarter of 1996. Higher sales in 1996 as a result of working off
the unusually high backlog and the resulting favorable overhead
absorption, as well as a sizable low margin shipment to the Asia
Pacific region, were the primary factors in the decline at IP.
Gross margin at WT was impacted by start-up inefficiencies at the
new Auburn, New York manufacturing facility.
Selling, general and administrative expenses as a percentage
of net sales were 19.2% for the first three months of 1997 versus
21.0% a year ago. This reduction is partially a result of the
impact of the 1996 charge associated with the European management
change (approximately $1.2 million), without which SG&A expenses
for the first quarter of 1996 would have been 20.4%. The
remainder of the decrease largely results from Company-wide
actions to control operating costs.
<F50>
Research and development expenditures declined by $0.3
million compared to 1996, and represented 1.1% of net sales for
the quarter ended March 31, 1997 as compared to 1.3% for the
quarter ended March 31, 1996. The reduction is due to
consolidation of certain research facilities in Europe at the end
of 1996.
Interest expense declined $0.4 million from $2.8 million in
the first quarter of 1996 to $2.4 million in the three months
ended March 31, 1997. The decrease is the result of a reduction
in debt levels brought about by strong cash flows, favorable
average effective borrowing rates, and the impact of the
strengthening U.S. dollar.
Other income was $0.7 million lower than the first quarter
of 1996, primarily related to the 1996 gain on sale of certain
product lines of the Municipal Business Unit and 1996 translation
gains.
The provision for income taxes was 36.5% and 35.7% of
earnings before income taxes in the first quarter of 1997 and
1996, respectively. Both rates are within the typical range
expected by the Company.
Liquidity and Capital Resources
Cash generated by operations in the first three months of
1997 of $11.1 million was used to fund $3.6 million of net
investing activities and applied to $3.7 million of net financing
activities. Cash and cash equivalents increased by $4.0 million.
Of the significant items impacting cash from operations, an
increase in inventories, excluding the impact of exchange rate
changes of $5.5 million, was due chiefly to a shift in the
current mix towards longer lead time business. Additionally, a
federal tax refund of approximately $2.8 million which had been
accrued in 1996 was received in the first quarter of 1997.
Capital additions for the first quarter were $3.0 million,
related mostly to buildings and equipment in North America and
Europe. The Company expects to spend approximately $35 to $40
million in capital expenditures in 1997 which will be financed
with a combination of internally generated cash from operations
and external financing.
The March 31, 1997 Condensed Consolidated Balance Sheet
reflects a $5.5 million increase in the cumulative translation
adjustments and other over December 31, 1996. This is the result
of the strength of the U. S. dollar against the Italian lira and
Austrian schilling during the first quarter of 1997.
Restructuring Charges
In December 1996, the Company recorded a net pre-tax
restructuring credit of $0.1 million. This net credit resulted
from two offsetting items. First, the Company recorded a $1.5
million restructuring charge as a result of the decision to
<F50>
consolidate European facilities. This European restructuring
plan is expected to result in pre-tax savings, mainly
compensation related, of approximately $1.5 million annually.
Through March 31, 1997 the Company has incurred $1.2 million in
termination costs. At March 31, 1997 the reserve was $0.3
million. More than offsetting this charge was a $1.6 million
credit for the reversal of certain termination and exit costs
related to the 1995 restructuring reserve.
In December 1995, the Company recorded a pre-tax
restructuring charge of $19.7 million, offset in part by a $1.2
million reversal of a prior year restructuring charge. This
charge resulted from the Company's decision to wind down its
manufacturing operation in Venezuela, impacting the Company's
investment in this subsidiary, and to transfer its ownership
interest in Environamics Corporation to that company's
management. In 1996, $1.6 million of the charge was reversed, as
discussed in the previous paragraph. Net of the reversal, the
total $18.1 million restructuring charge for Environamics
Corporation and Venezuela consisted of $1.7 million of
termination benefits and $16.4 million of other exit costs
(including the write-off of previous investments). Through March
31, 1997 the Company has incurred $1.5 million in termination
costs and $15.7 million in exit costs. The balance for this
restructuring reserve at March 31, 1997 was $0.9 million.
Orders and Backlog
Orders of $178.9 million were a first quarter record, and
showed an increase of 1.0% over the first three months of 1996.
The IP sector's record orders of $93.1 million were up 2.3% over
1996, reflecting continued strength in the chemical market and an
increase in pulp and paper orders, although the pulp and paper
market remains weak. The Company's more selective approach to
bidding on large engineered projects continues. WT orders of
$85.8 million were consistent with orders for the first quarter
of 1996.
Backlog of $124.3 million at March 31, 1997 was 8.5% lower
than March 31, 1996 backlog of $135.8 million, after restatement
to exclude backlog of the disposed Municipal Business Unit
product lines. This decrease is attributable to the
discontinuance of manufacturing at the Venezuelan facility in
1996, combined with reduced project work at Vogel.
Environmental Matters
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, 1997, the
remaining reserve was $0.5 million. The remediation plan was
approved by the New York State Department of Environmental
Conservation in 1995 and is expected to be completed in the third
quarter of 1997. The Company believes that the current reserve
associated with this site is sufficient to absorb any future
costs.
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Apart from issues discussed above, the Company is not
currently aware of other environmental matters which would be
reasonably likely to have any material impact on recurring costs
or capital expenditures.
<F50>
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, 1996, which is incorporated herein by reference.
No material developments have occurred since that report was
filed on March 27, 1997.
Item 2. Changes in the Rights of the Company's Security Holders
On April 21, 1997 the Board of Directors of Goulds Pumps
Incorporated adopted a Stockholder Protection Rights Agreement
(the "Rights Agreement") and declared a dividend of one Right, as
defined in the Rights Agreement, for each outstanding share of
Company Common Stock. The Rights can be terminated by the Board
of Directors prior to the time any person or group becomes the
beneficial owner of 20% or more of the shares of Company Common
Stock (an "Acquiring Person"). In that regard, the Company has
agreed to terminate the Rights immediately prior to ITT
Industries' purchase of shares of Company Common Stock at $37.00
per share pursuant to the previously announced transaction. The
dividend was paid on April 21, 1997 to stockholders of record on
April 21, 1997.
Pursuant to the terms of the Rights Agreement, until it is
announced that a person has become an Acquiring Person or
commences a tender offer that will result in such person owning
20% or more of Goulds Common Stock, the Rights are evidenced by
the Common Stock certificate, automatically trade with the Common
Stock and are not exercisable. Upon announcement that any person
or group has become an Acquiring Person, each Right (other than
Rights beneficially owned by an Acquiring Person or transferees
thereof, which Rights become void) entitles its holder to
purchase, for the exercise price, a number of shares of Company
Common Stock having a market value of twice the exercise price.
The Rights Agreement was filed as an exhibit to Form 8-K on
April 21, l997.
Item 4. Submission of Matters to a Vote of Security Holders
The Annual Meeting of Stockholders was held on May 7, 1997.
Stockholders elected eight Directors nominated in the March 24,
1997 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 1997.
Results of stockholder voting were as follows:
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1. Election of Directors Votes For Votes Withheld
Jerry H. Ballengee 18,915,269 536,504
William W. Goessel 18,921,580 530,193
David P. Gruber 18,921,688 530,085
Melvin Howard 18,925,452 526,321
Barbara B. Lucas 18,943,156 508,617
Thomas C. McDermott 18,913,481 538,292
James C. Miller III 18,929,053 522,720
Peter Oddleifson 18,845,501 606,272
2. Proposal to Ratify the Appointment of Deloitte & Touche LLP
as Independent Auditors for 1997:
Votes Votes Votes
For Against Abstaining
19,362,149 44,350 45,274
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibit 2
Agreement and Plan of Merger, dated April 20, 1997,
by and among ITT Industries, Inc., George
Acquisition Corp. and the Company (filed as Exhibit
2 on page 4 of Form 8-K filed April 24, 1997.)
Exhibit 4
Stockholder Protection Rights Agreement dated as
of April 21, 1997 between Goulds Pumps, Inc. and The
Bank of New York as Rights Agent (filed as Exhibit 1
on page 6 of Form 8-K filed April 21, 1997).
Exhibit 10
(a) Form of Revised Change of Control Agreements.
(b) Form of Senior Executive Change of Control Agreements.
(c) Amendment to Supplemental Executive Pension Plan,
dated as of April 16, 1997.
(d) Amendment to Executive Incentive Plan, dated as of
April 4, 1997.
(e) Amendment to Severance Plan for U.S. Salaried
Employees, dated as of April 4, 1997.
(filed as Item 9, Exhibits 4 - 8, on page 19 of Schedule
14D-9, filed April 25, 1997.)
Exhibit 11
Earnings Per Share Computation
(b) Exhibit 27
Financial Data Schedule - filed electronically only.
(c) No reports on Form 8-K were filed for the three months ended
March 31, 1997.
<F50>
EXHIBIT 11
GOULDS PUMPS, INCORPORATED AND CONSOLIDATED SUBSIDIARIES
COMPUTATION OF EARNINGS PER SHARE
(IN THOUSANDS, EXCEPT PER SHARE DATA)
March 31, March 31,
1997 1996
a. Net earnings $ 8,043 $ 7,237
b. Actual weighted average number of shares outstanding 21,377 21,292
c. Primary earnings per share based on actual average
shares outstanding (a / b) (1) $ .38 $ .34
d. Shares exercisable under all common stock equivalents 924 663
e. Proceeds assuming exercise of outstanding options $19,618 $12,859
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) $ 23.63 $ 22.60
g. Shares to be acquired (e / f) 830 569
h. Net increase in all common stock equivalents
(d - g) 94 94
i. Adjusted weighted average shares outstanding
(b + h) 21,471 21,386
j. Fully diluted earnings per share (a / i) $ .37 $ .34
k. Dilutive effect on earnings per share (c - j) (2) $ .01 $ --
(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 16, 1997 /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>
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<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> MAR-31-1997
<CASH> 9,266
<SECURITIES> 0
<RECEIVABLES> 156,196
<ALLOWANCES> 2,784
<INVENTORY> 126,756
<CURRENT-ASSETS> 311,940
<PP&E> 464,351
<DEPRECIATION> 288,764
<TOTAL-ASSETS> 546,076
<CURRENT-LIABILITIES> 196,912
<BONDS> 0
0
0
<COMMON> 21,382
<OTHER-SE> 188,181
<TOTAL-LIABILITY-AND-EQUITY> 546,076
<SALES> 178,699
<TOTAL-REVENUES> 178,699
<CGS> 128,384
<TOTAL-COSTS> 128,384
<OTHER-EXPENSES> 35,810
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<INTEREST-EXPENSE> 2,359
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