<PAGE> 1
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
[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
Commission File Number 0-23654
GARDNER DENVER MACHINERY INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 76-0419383
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
1800 GARDNER EXPRESSWAY
QUINCY, ILLINOIS 62301
(Address of Principal Executive Offices and Zip Code)
(217) 222-5400
(Registrant's Telephone Number, Including Area Code)
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 requirement for the past 90 days.
Yes X No
----------- ----------
Number of shares outstanding of the issuer's Common Stock, par value
$.01 per share, as of May 7, 1997: 10,018,024 shares.
==============================================================================
<PAGE> 2
PART I
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
<TABLE>
GARDNER DENVER MACHINERY INC.
CONSOLIDATED STATEMENT OF OPERATIONS
(dollars in thousands, except per share amounts)
(Unaudited)
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
1997 1996
--------- ---------
<S> <C> <C>
Revenues $66,075 $48,569
Costs and expenses:
Cost of sales (excluding depreciation
and amortization) 44,453 33,556
Depreciation and amortization 2,260 1,887
Selling and administrative expenses 9,361 6,097
Interest expense 977 594
--------- ---------
Income before income taxes 9,024 6,435
Provision for income taxes 3,700 2,574
--------- ---------
Net income $5,324 $3,861
========= =========
Earnings per share $0.51 $0.39
========= =========
- ------------------
The accompanying notes are an integral part of this statement.
</TABLE>
2
<PAGE> 3
<TABLE>
GARDNER DENVER MACHINERY INC.
CONSOLIDATED BALANCE SHEET
(dollars in thousands, except per share amounts)
<CAPTION>
(Unaudited)
MARCH 31, DECEMBER 31,
1997 1996
---------- -------------
ASSETS
<S> <C> <C>
Current Assets:
Cash and equivalents $ 4,860 $ 8,610
Receivables, net 54,864 47,547
Inventories, net 47,785 47,882
Deferred income taxes 3,812 2,910
Other 1,514 2,186
---------- ----------
Total current assets 112,835 109,135
---------- ----------
Plant and equipment, net 32,872 33,710
Intangibles, net 69,767 70,304
Deferred income taxes 18,335 18,437
Other assets 4,107 4,170
---------- ----------
Total assets $237,916 $235,756
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current maturities of long-term debt $ 635 $ 932
Accounts payable and accrued liabilities 51,831 48,348
---------- ----------
Total current liabilities 52,466 49,280
---------- ----------
Long-term debt, less current maturities 48,998 55,069
Postretirement benefits other than pensions 55,837 56,662
Other long-term liabilities 680 627
---------- ----------
Total liabilities 157,981 161,638
---------- ----------
Stockholders' equity:
Common stock, $.01 par value; 50,000,000 shares
authorized; 9,951,689 shares issued and
outstanding at March 31, 1997 99 99
Capital in excess of par value 135,735 135,161
Retained deficit (55,759) (61,083)
Cumulative translation adjustment (140) (59)
---------- ----------
Total stockholders' equity 79,935 74,118
---------- ----------
Total liabilities and stockholders' equity $237,916 $235,756
========== ==========
The accompanying notes are an integral part of this statement.
</TABLE>
3
<PAGE> 4
<TABLE>
GARDNER DENVER MACHINERY INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
(dollars in thousands)
(Unaudited)
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
----------------------------
1997 1996
------ ------
<S> <C> <C>
Cash flows from operating activities:
Net income $5,324 $3,861
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation 1,497 1,343
Amortization 763 544
Stock issued for employee benefit plans 355 287
Deferred income taxes (800) (1,260)
Changes in assets and liabilities:
Receivables, net (7,317) 2,445
Inventories, net 97 2,623
Accounts payable and accrued liabilities 3,483 2,274
Other assets and liabilities, net 37 (86)
-------- --------
Net cash provided by operating activities 3,439 12,031
-------- --------
Cash flows from investing activities:
Capital expenditures (1,040) (533)
Investment in and advances to affiliates - (236)
-------- --------
Net cash used for investing activities (1,040) (769)
-------- --------
Cash flows from financing activities:
Principal payments on long-term debt (6,368) (5,358)
Proceeds from stock options 219 267
-------- --------
Net cash used for financing activities (6,149) (5,091)
-------- --------
(Decrease) increase in cash and equivalents (3,750) 6,171
-------- --------
Cash and equivalents, beginning of period 8,610 1,869
-------- --------
Cash and equivalents, end of period $4,860 $8,040
======== ========
The accompanying notes are an integral part of this statement.
</TABLE>
4
<PAGE> 5
NOTES TO FINANCIAL STATEMENTS
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES.
Basis of Presentation. The accompanying financial statements include the
accounts of Gardner Denver Machinery Inc. ("Gardner Denver" or the "Company")
and its wholly-owned subsidiaries. All significant intercompany transactions
and accounts have been eliminated. Investments in entities in which the
Company has twenty to fifty percent ownership are accounted for by the equity
method.
Certain prior year amounts have been reclassified to conform with the current
year presentation.
All shares of common stock and per share amounts have been adjusted to give
retroactive effect to a two-for-one stock split effected in the form of a
stock dividend distributed on January 15, 1997 to stockholders of record at
the close of business on December 27, 1996.
The financial information presented as of any date other than December 31 has
been prepared from the books and records without audit. The accompanying
consolidated financial statements have been prepared in accordance with the
instructions to Form 10-Q and do not include all of the information and the
footnotes required by generally accepted accounting principles for complete
statements. In the opinion of management, all adjustments, consisting only of
normal recurring adjustments, necessary for a fair presentation of such
financial statements, have been included.
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
These consolidated financial statements should be read in conjunction with the
consolidated financial statements and notes thereto for the year ended
December 31, 1996 contained in the Company's 1996 Annual Report to
Stockholders.
NOTE 2. INCOME TAXES.
In the first three months of 1997 and 1996, the Company paid $1.0 million and
$0.2 million, respectively to the various taxing authorities and recognized
$3.7 million and $2.6 million, respectively in income tax expense. In
addition, during the first quarter of 1996, the Company received $2.3 million
in tax refunds from an overpayment of federal income taxes in the fourth
quarter of 1995.
5
<PAGE> 6
<TABLE>
NOTE 3. INVENTORIES.
<CAPTION>
March 31, December 31,
1997 1996
----------- ------------
<S> <C> <C>
Raw materials $ 8,047 $ 7,787
Work-in-process 10,181 8,676
Finished goods, including parts
and subassemblies 47,997 49,408
Perishable tooling and supplies 2,644 2,644
----------- -----------
68,869 68,515
Excess of current standard costs
over LIFO costs (11,499) (11,543)
Allowance for obsolete and slow-
moving inventory (9,585) ( 9,090)
----------- -----------
Total inventories, net $ 47,785 $ 47,882
=========== ===========
</TABLE>
NOTE 4. LONG-TERM DEBT AND OTHER BORROWING ARRANGEMENTS.
Long-term debt at March 31, 1997 consisted of certain industrial revenue bonds
and other notes and credit facilities due between 1999 and 2006. In September
1996, the Company entered into an unsecured senior note agreement for $35
million. This debt has a ten-year final, seven-year average maturity with
principal payments beginning in 2000. In November 1995, the Company
refinanced its existing bank debt with an unsecured three-year revolving loan
with the option of two one-year extensions. On September 30, 1996, the
Company requested, and its lenders agreed to, the first such extension. The
total credit line available on the revolving loan is $65 million, of which $53
million remained available for additional borrowings or to issue as letters of
credit at March 31, 1997. The revolving loan will mature on November 30,
1999. Maturities of long-term debt for the five years subsequent to March 31,
1997 are $0.6 million for 1998; $0.7 million for 1999; $12.6 million for 2000;
$5.5 million for 2001; and $5.2 million for 2002.
Total interest expense during the first three months of 1997 and 1996 totaled
$1.0 and $0.6 million respectively. Interest paid for the first three months
of 1997 totaled $1.5 million, while the interest paid for the first three
months of 1996 was not materially different from the amount expensed.
NOTE 5. EARNINGS PER SHARE.
Earnings per share for the three-month period ended March 31, 1997 was
calculated based on 10,452,164 weighted average shares outstanding, while
earnings per share for the three-month period ended March 31, 1996 was
calculated based on 10,021,922 weighted average shares outstanding, in each
case adjusted for the stock split effected on January 15, 1997.
6
<PAGE> 7
NOTE 6. INTEREST RATE SWAP AGREEMENTS.
At March 31, 1997, the Company had two interest rate swap agreements with a
commercial bank (the "Counter Party") outstanding, having a cumulative
notional principal amount of $30 million. The swaps provide an average fixed
LIBOR rate of 6%. Both interest rate swaps terminate in November 1997 but the
Counter Party has an option to extend one agreement for an additional year.
The Company is exposed to credit loss in the event of nonperformance by the
Counter Party to the interest rate swap agreements. However, the Company does
not anticipate such nonperformance.
NOTE 7. ACQUISITIONS.
On August 9, 1996, the Company purchased 100% of the issued and outstanding
stock of NORAMPTCO, Inc. (which has been renamed Gardner Denver Holdings Inc.)
for $26.8 million. The purchase price was allocated to assets and liabilities
based on their respective fair values at the date of acquisition and resulted
in cost in excess of net assets acquired of $26.4 million, which is being
amortized over 40 years using the straight-line method.
The following presents the unaudited pro forma consolidated results of
operations as if this acquisition had occurred at January 1, 1996. The
results are not necessarily indicative of what would have occurred had this
transaction been consummated as of the beginning of the period presented or of
future operations of the consolidated companies. The Company's pro forma
results of operations for the three months ended March 31, 1996 were: revenues
of $58.4 million, income before income taxes of $7.1 million, net income of
$4.2 million and earnings per share of $0.42.
On August 14, 1996, the Company purchased 100% of the issued and outstanding
stock of TCM Investments, Inc. ("TCM") for $7.2 million. The purchase price
was allocated to assets and liabilities based on their respective fair values
at the date of acquisition and resulted in cost in excess of net assets
acquired of $4.1 million, which is being amortized over 40 years using the
straight-line method.
Both acquisitions have been accounted for by the purchase method, and
accordingly, the results of operations of NORAMPTCO and TCM are included in
the Company's Consolidated Statement of Operations from the dates of
acquisition. Certain estimates of fair market value of assets received and
liabilities assumed were made with adjustments to each separate company's
historical financial statements. These adjustments included estimates of
various expenditures planned by management totaling $6.2 million to fully
integrate the acquisitions into Gardner Denver's operations. These estimates
and adjustments have not yet been finalized.
NOTE 8. NEW ACCOUNTING STANDARDS.
The Financial Accounting Standards Board has issued SFAS No. 128, Earnings Per
Share, which becomes effective for periods ending after December 15, 1997.
The Standard requires certain changes in the method of calculation and
disclosures of earnings per share. For a discussion of the expected impact on
the Company's financial statements, see "New Accounting Standards" in Item 2,
7
<PAGE> 8
Management's Discussion and Analysis of Financial Condition and Results of
Operations in this Document.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.
RESULTS OF OPERATIONS.
Revenues
For the three months ended March 31, 1997, revenues increased $17.5 million
(36.0%) to $66.1 million, compared to $48.6 million in the same period of
1996. Approximately $14.5 million of this increase is attributable to the
acquisitions of NORAMPTCO and TCM, which the Company completed in August 1996.
Excluding acquisitions, revenues in the first quarter of 1997 increased
approximately $3.0 million (6.2%) over the same period in 1996.
Revenues for the Compressed Air Products segment increased to $52.4 million
(21.0%) in the first quarter of 1997 from $43.3 million in the same period of
1996, as a result of the NORAMPTCO acquisition. Excluding the acquisition,
compressor product revenues decreased $1.4 million (3.2%) due to the
historically irregular timing of specially-engineered reciprocating compressor
package shipments. Compared to the same period in 1996, revenues of other
compressor product lines increased slightly in the first quarter of 1997.
Petroleum Products segment revenues were $13.7 million for the three months
ended March 31, 1997, which included $4.0 million from the TCM acquisition.
Excluding the acquisition, petroleum products revenues increased approximately
83.0% to $9.7 million for 1997 from $5.3 million for the comparable period of
1996, as a result of the increase in drilling activity.
Compared to the fourth quarter of 1996, the Company's revenues increased $2.1
million in the three-month period ending March 31, 1997. Petroleum Products
segment revenues increased $3.9 million (39.8%) in the first quarter of 1997,
compared to the fourth quarter of 1996, due to continued growth in oil and gas
drilling activity. This increase was partially offset by lower Compressed Air
Products segment revenues, as a result of the timing of specially-engineered
reciprocating compressor package shipments. Excluding reciprocating
compressor package shipments, revenues of compressor products increased
approximately 5% in the first quarter of 1997, compared to the fourth quarter
of 1996.
Costs and Expenses
Gross margins (defined as revenues less cost of sales excluding depreciation
and amortization) for the three-month period of 1997 increased $6.6 million
(44.0%) to $21.6 million from $15.0 million in the same period of 1996. The
increase in gross margin was primarily attributable to increased volume, with
some improvement resulting from cost reduction efforts, such as manufacturing
process improvements, and price increases for petroleum products. Gross
margin as a percentage of revenues improved to 32.7% in the three month period
of 1997 from 30.9% in the same period of 1996. The NORAMPTCO acquisition
enhanced the gross margin percentage since its products are sold by
8
<PAGE> 9
commissioned sales representatives rather than through distributors who resell
to the end user, resulting in higher markups. These markups are offset by
higher sales commissions included in selling and administrative expenses.
Excluding the effect of the acquisitions, gross margin as a percentage of
revenues improved to 31.8%. This improvement in margin rate is due to the
cost reductions and price increases for petroleum products discussed
previously.
Depreciation and amortization increased 19.8% to $2.3 million in the three
months ending March 31, 1997, compared with $1.9 million for the same period
of 1996. The increase in depreciation and amortization expense was due to the
acquisitions, partially offset by reductions as assets become fully
depreciated. For the three-month periods, depreciation and amortization
expense as a percentage of revenues decreased to 3.4% in 1997 from 3.9% in
1996 as a result of the revenue increases.
Selling and administrative expenses increased in the first three months of
1997 by $3.3 million (54.1%) to $9.4 million from $6.1 million for the same
period of 1996. As a percentage of revenues, selling and administrative
expenses for the quarter increased to 14.2% in 1997 from 12.6% in 1996.
Approximately $2.1 million of the increase is attributable to the newly
acquired operations. The increases are also due to higher manpower levels,
since the Company operated with several employment openings in the previous
year, and increased travel, training and purchased services.
Interest expense increased $0.4 million (66.7%) to $1.0 million for the
three-month period of 1997 compared to the same period of 1996. The increase
was due to incremental debt incurred for the acquisitions and higher average
interest rates. The average interest rate for the three month period of 1997
was 7.4% compared to 6.7% for the same period in 1996. The higher interest
rate is primarily due to the $35 million senior note issued in September 1996
at a fixed rate of approximately 7.3% and the assumption of a fixed rate
industrial development bond as part of one of the acquisitions. See Note 4 of
the Notes to Financial Statements contained in this document for further
information on the Company's borrowing arrangements.
Income before income taxes improved $2.6 million (40.6%) for the three months
ended March 31, 1997, compared to the same period of 1996. Approximately $1.7
million of this increase is attributable to the acquisitions, net of interest
expense on debt incurred to complete the acquisitions. The remaining $0.9
million increase is primarily a result of incremental revenues, improved gross
margin and lower interest expense (excluding debt related to the acquisitions)
in 1997 compared to the previous year.
The provision for income taxes for the first quarter of 1997 was generally
proportionate to the increase in income before taxes. The Company's effective
tax rate increased to 41% in 1997 from 40% for the same period in 1996. The
increased tax rate is primarily due to nondeductible goodwill amortization
resulting from the acquisitions.
Net income was $5.3 million ($0.51 per share) for the three months ended March
31, 1997 a $1.4 million increase (35.9%) compared to net income of $3.9
million ($0.39 per share) for the same period in 1996, for the reasons
discussed previously. In 1997, net income included approximately
9
<PAGE> 10
$1.0 million after tax ($0.10 per share) from acquisitions. Compared to the
fourth quarter of 1996, net income declined $0.3 million from $5.6 million.
Net income in the fourth quarter of 1996 included $1.2 million from the
liquidation of LIFO inventory layers carried at lower costs prevailing in prior
years, which is not recognized until the inventory reduction is assured
(usually at year-end). Excluding the impact from the LIFO liquidation, net
income increased $0.9 million from the fourth quarter of 1996 due to the
increased revenues and gross margin discussed previously.
LIQUIDITY AND CAPITAL RESOURCES
Operating Working Capital
During the three months ended March 31, 1997, operating working capital
(defined as receivables plus inventories, less accounts payable and accrued
liabilities) increased $3.7 million to $50.8 million. Receivables increased
$7.3 million since the end of 1996, due to the higher revenues in the first
quarter of 1997 compared to the fourth quarter of 1996 and due to the timing
of the sales within the first quarter of 1997.
Inventories declined slightly to $47.8 million, with reductions in petroleum
inventory offset by temporary increases in compressor inventory. The
increased compressor inventory resulted from purchases for
specially-engineered reciprocating compressor packages due to ship later in
the year, and increased finished goods inventory to enhance responsiveness to
customer demand. The $3.5 million increase in accounts payable and accrued
liabilities resulted from increased capital expenditures, expenses and
compressor inventory.
Cash Flows
During the three months ended March 31, 1997, the Company generated cash flows
from operations totaling $3.4 million, a decrease of $8.6 million (71.7%) over
the comparable period in 1996. This decline was primarily the result of the
increase in the receivables compared to a decrease in the same period in the
previous year and the lower inventory reduction, partially offset by increased
net income and current liabilities discussed previously. The cash flows
enabled the Company to expend $1.0 million on capital expenditures and repay
$6.4 million of long-term debt, resulting in a decrease in the cash balance of
$3.8 million.
Capital Expenditures and Commitments
Capital projects to increase manufacturing efficiency and operating
flexibility, expand production capacity and improve management information
systems and product quality resulted in expenditures of $1.0 million in the
first three months of 1997, which was $0.5 million higher than the level of
capital expenditures in the comparable period in 1996. Most of the increase
was due to expenditures made for the implementation of a new integrated
management information system. Commitments for capital expenditures at March
31, 1997 totaled $6.4 million. Management expects additional capital
authorizations to be committed during the remainder of the year and that
capital expenditures for 1997 will approximate $10 to $12 million.
10
<PAGE> 11
NEW ACCOUNTING STANDARDS
The Financial Accounting Standards Board has issued SFAS No. 128, Earnings per
Share, which becomes effective for periods ending after December 15, 1997. SFAS
No. 128 establishes standards for computing and presenting earnings per share
("EPS"). The statement simplifies the standards for computing EPS previously
found in APB Opinion 15, and makes them comparable to international standards.
It replaces the presentation of primary EPS with a presentation of basic EPS.
It also requires dual presentation of basic and diluted EPS on the face of the
income statement, along with various disclosures regarding the computation of
the earnings and the weighted average number of shares outstanding. SFAS No.
128 requires restatement of all prior-period EPS data, but early application is
not permitted.
The following table reflects the impact on EPS, as if SFAS No. 128 had been
adopted for the periods presented:
<TABLE>
<CAPTION>
Historical Pro Forma
Primary EPS Basic EPS Diluted EPS
------------ --------- -----------
<S> <C> <C> <C>
EPS for the three month period ending
March 31, 1997 $ 0.51 $ 0.54 $ 0.51
EPS for the three month period ending
March 31, 1996 $ 0.39 $ 0.40 $ 0.39
</TABLE>
PENDING LITIGATION
The Company is a defendant in a lawsuit alleging misappropriation of trade
secrets and interference with contractual relations in connection with
research and development of single screw design technology and its related
manufacturing techniques. The suit requests $4.7 million in compensatory
damages and an unspecified amount in punitive damages. In 1995, the
plaintiffs' complaint regarding tortious interference with contractual
relations was dismissed as a result of the expiration of the applicable
statute of limitations. In 1996, the court found that attorneys' fees
incurred by the plaintiffs in prior litigation, and requested by the
plaintiffs as compensatory damages in this litigation, were not recoverable.
These attorneys' fees constituted a large portion of the damages requested in
the plaintiffs' complaint. Although the extent of the liability, if any,
remains unknown, management does not believe the ultimate resolution of this
legal action will have a materially adverse impact on the results of
operations or the financial condition of the Company.
11
<PAGE> 12
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) List of Exhibits:
11.0 Computation of earnings per share for the three months ended
March 31, 1997.
27.0 Financial Data Schedule.
(b) Reports on Form 8-K
There were no reports on Form 8-K filed during the quarter ended
March 31, 1997.
12
<PAGE> 13
SIGNATURES
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.
GARDNER DENVER MACHINERY INC.
Date: May 12, 1997 By: /s/Ross J. Centanni
-------------------------------------
Ross J. Centanni
President and Chief Executive Officer
Date: May 12, 1997 By: /s/Philip R. Roth
-------------------------------------
Philip R. Roth
Vice President, Finance and
Chief Financial Officer
13
<PAGE> 14
GARDNER DENVER MACHINERY INC.
EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
11.0 Computation of earnings per share for the three months ended
March 31, 1997.
27.0 Financial Data Schedule.
14
<PAGE> 1
<TABLE>
Exhibit 11.0
COMPUTATION OF EARNINGS PER COMMON SHARE
(in thousands, except per share amounts)
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
1997 1996
------- -------
<S> <C> <C>
Primary earnings
Net Income $ 5,324 $ 3,861
======= =======
Shares
Weighted average number of common
shares outstanding 9,896 9,656
Assuming conversion of options issued
and outstanding 556 366
------- -------
Weighted average number of common
shares outstanding as adjusted 10,452 10,022
======= =======
Primary earnings per common share $0.51 $0.39
======= =======
Fully diluted earnings<F*>
Net Income $ 5,324 $3,861
======= =======
Shares
Weighted average number of common
shares outstanding 9,896 9,656
Assuming conversion of options issued
and outstanding 574 432
------- -------
Weighted average number of common
shares outstanding as adjusted 10,470 10,088
======= =======
Fully diluted earnings per common share $0.51 $0.38
======= =======
<FN>
<F*>This calculation is submitted in accordance with Securities Exchange Act of
1934 Release No. 9083 although not required by footnote 2 to paragraph 14 of
APB Opinion No. 15 because it results in dilution of less than 3%.
</TABLE>
15
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED FINANCIAL STATEMENTS OF GARDNER DENVER MACHINERY INC. FOR THE
YEAR-TO-DATE PERIOD ENDED MARCH 31, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<CASH> $ 4,860
<SECURITIES> 0
<RECEIVABLES> 57,694
<ALLOWANCES> (2,830)
<INVENTORY> 47,785
<CURRENT-ASSETS> 112,835
<PP&E> 128,816
<DEPRECIATION> (95,944)
<TOTAL-ASSETS> 237,916
<CURRENT-LIABILITIES> 52,466
<BONDS> 49,633
<COMMON> 99
0
0
<OTHER-SE> 79,836
<TOTAL-LIABILITY-AND-EQUITY> 237,916
<SALES> 65,665
<TOTAL-REVENUES> 66,075
<CGS> 44,434
<TOTAL-COSTS> 44,453
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 9
<INTEREST-EXPENSE> 1,094
<INCOME-PRETAX> 9,024
<INCOME-TAX> 3,700
<INCOME-CONTINUING> 5,324
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 5,324
<EPS-PRIMARY> 0.51
<EPS-DILUTED> 0.51
</TABLE>
