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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2004
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number 1-13215
GARDNER DENVER, 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
-------------- -----------------
Indicate by check mark whether the registrant is an accelerated
filer (as defined in Rule 12b-2 of the Exchange Act).
Yes X No
-------------- -----------------
Number of shares outstanding of the issuer's Common Stock, par
value $.01 per share, as of April 30, 2004: 19,753,950 shares.
============================================================================
PART I
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
GARDNER DENVER, INC.
CONSOLIDATED STATEMENT OF OPERATIONS
(in thousands, except per share amounts)
(Unaudited)
THREE MONTHS ENDED
MARCH 31,
------------------------
2004 2003
-------- --------
Revenues $154,428 $101,491
Costs and Expenses:
Cost of sales (excluding depreciation
and amortization) 104,511 70,774
Depreciation and amortization 5,133 3,546
Selling and administrative expenses 34,903 20,677
Interest expense 2,022 1,205
Other (income) expense, net (2,076) 113
-------- --------
Income before income taxes 9,935 5,176
Provision for income taxes 3,378 1,656
-------- --------
Net income $ 6,557 $ 3,520
======== ========
Basic earnings per share $ 0.40 $ 0.22
======== ========
Diluted earnings per share $ 0.39 $ 0.22
======== ========
The accompanying notes are an integral part of this statement.
- 2 -
GARDNER DENVER, INC.
CONSOLIDATED BALANCE SHEET
(in thousands, except per share amounts)
(UNAUDITED)
MARCH 31, DECEMBER 31,
2004 2003
----------- ------------
ASSETS
Current assets:
Cash and equivalents $ 31,519 $132,803
Receivables, net 111,977 81,345
Inventories, net 90,991 64,327
Deferred income taxes 5,412 3,652
Other 5,582 5,682
-------- --------
Total current assets 245,481 287,809
-------- --------
Property, plant and equipment, net 107,675 75,428
Goodwill 264,619 205,488
Other intangibles, net 44,685 10,341
Deferred income taxes 2,265 5,374
Other assets 4,875 5,293
-------- --------
Total assets $669,600 $589,733
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Short-term borrowings and current maturities
of long-term debt $ 44,673 $ 16,875
Accounts payable and accrued liabilities 123,747 84,081
-------- --------
Total current liabilities 168,420 100,956
-------- --------
Long-term debt, less current maturities 66,015 165,756
Postretirement benefits other than pensions 31,833 32,110
Other long-term liabilities 48,408 25,006
-------- --------
Total liabilities 314,676 323,828
-------- --------
Stockholders' equity:
Common stock, $0.01 par value; 50,000 shares
authorized; 19,739 shares issued and
outstanding at March 31, 2004 215 178
Capital in excess of par value 256,945 174,474
Treasury stock at cost, 1,729 shares at
March 31, 2004 (26,144) (25,947)
Retained earnings 108,864 102,307
Accumulated other comprehensive income 15,044 14,893
-------- --------
Total stockholders' equity 354,924 265,905
-------- --------
Total liabilities and stockholders' equity $669,600 $589,733
======== ========
The accompanying notes are an integral part of this statement.
- 3 -
GARDNER DENVER, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
(in thousands)
(Unaudited)
THREE MONTHS ENDED
MARCH 31,
-------------------------------
2004 2003
--------- --------
Cash flows from operating activities:
Net income $ 6,557 $ 3,520
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 5,133 3,546
Unrealized foreign currency transaction gain (1,282) --
Net (gain) loss on asset dispositions (53) 3
Stock issued for employee benefit plans 659 889
Deferred income taxes (984) 1,339
Changes in assets and liabilities:
Receivables (774) 5,982
Inventories (3,831) (3,433)
Accounts payable and accrued liabilities (3,007) (7,100)
Other assets and liabilities, net 1,105 606
--------- --------
Net cash provided by operating activities 3,523 5,352
--------- --------
Cash flows from investing activities:
Business acquisitions, net of cash acquired (81,322) --
Capital expenditures (3,849) (2,765)
Disposals of plant and equipment 202 23
--------- --------
Net cash used in investing activities (84,969) (2,742)
--------- --------
Cash flows from financing activities:
Principal payments on long-term debt (124,056) (12,633)
Proceeds from long-term debt 21,331 4,000
Proceeds from issuance of common stock 79,557 --
Proceeds from stock options 2,292 828
Purchase of treasury stock (197) (14)
Other -- (3)
--------- --------
Net cash used in financing activities (21,073) (7,822)
--------- --------
Effect of exchange rate changes on cash and
equivalents 1,235 610
--------- --------
Decrease in cash and equivalents (101,284) (4,602)
--------- --------
Cash and equivalents, beginning of period 132,803 25,667
--------- --------
Cash and equivalents, end of period $ 31,519 $ 21,065
========== ========
The accompanying notes are an integral part of this statement.
- 4 -
NOTES TO CONDENSED FINANCIAL STATEMENTS
(in thousands, except per share amounts)
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
The accompanying condensed consolidated financial statements include the
accounts of Gardner Denver, Inc. ("Gardner Denver" or the "Company") and its
subsidiaries. All significant intercompany transactions and accounts have
been eliminated.
The financial information presented as of any date other than December 31
has been prepared from the books and records without audit. The accompanying
condensed consolidated financial statements have been prepared in accordance
with the instructions to Form 10-Q and do not include all of the information
and 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.
These condensed consolidated financial statements should be read in
conjunction with the consolidated financial statements and notes thereto
incorporated by reference in Gardner Denver's Annual Report on Form 10-K for
the year ended December 31, 2003.
The results of operations for the three months ended March 31, 2004 are not
necessarily indicative of the results to be expected for the full year.
STOCK-BASED COMPENSATION PLANS
As allowed under Statement of Financial Accounting Standards ("SFAS") No.
123, "Accounting for Stock-Based Compensation," the Company measures its
compensation cost of equity instruments issued under employee compensation
plans using the intrinsic value method in accordance with Accounting
Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees,"
and related interpretations. Stock options granted during the three months
ended March 31, 2004 and 2003 were exercisable at prices equal to the fair
market value of the Company's common stock on the dates the options were
granted; and accordingly, no compensation expense has been recognized. If
the Company had accounted for stock-based compensation using the fair value
recognition provisions of SFAS No. 123 and related amendments, net income
and basic and diluted earnings per share would have been as follows:
- 5 -
THREE MONTHS ENDED
MARCH 31,
------------------------
2004 2003
------ ------
Net income, as reported $6,557 $3,520
Less: Total stock-based employee compensation
expense determined under fair value method, net of
related tax effects 305 328
------ ------
Pro forma net income $6,252 $3,192
====== ======
Basic earnings per share, as reported $ 0.40 $ 0.22
====== ======
Basic earnings per share, pro forma $ 0.38 $ 0.20
====== ======
Diluted earnings per share, as reported $ 0.39 $ 0.22
====== ======
Diluted earnings per share, pro forma $ 0.37 $ 0.20
====== ======
Compensation costs charged against income (net of tax) for restricted stock
issued under the Company's Incentive Plan totaled $0.2 million in the three
months ended March 31, 2003. There was no restricted stock issued in the
current year period.
NOTE 2. ACQUISITIONS
On January 2, 2004, the Company effectively acquired the outstanding shares
of Syltone plc ("Syltone"), previously a publicly traded company listed on
the London Stock Exchange. Syltone, headquartered in Bradford, United
Kingdom ("U.K."), is one of the world's largest manufacturers of equipment
used for loading and unloading liquid and dry bulk products on commercial
transportation vehicles. This equipment includes compressors, blowers and
other ancillary products that are complementary to the Company's product
line. Syltone is also one of the world's largest manufacturers of fluid
transfer equipment (including loading arms, swivel joints, couplers and
valves) used to load and unload ships, tank trucks and rail cars. The
purchase price of (pounds)61.1 million including assumed bank debt (net of
cash acquired) was paid in the form of cash ((pounds)44.4 million), new loan
notes ((pounds)5.2 million) and the assumption of Syltone's existing bank
debt, net of cash ((pounds)11.5 million). There are no additional contingent
payments or commitments related to this acquisition.
This acquisition has been accounted for by the purchase method and
accordingly, its results are included in the Company's consolidated
financial statements from the date of acquisition. Net of cash acquired,
$81.3 million in cash was used to fund the Syltone acquisition (and related
direct acquisition costs) during the first quarter. The aggregate purchase
price (including direct acquisition costs) has been allocated primarily to
receivables ($30,410); inventory ($22,413); property, plant and equipment
($33,297); intangible assets ($92,316); accounts payable and accrued
liabilities ($41,586); bank debt, net ($20,570); net deferred income tax
liabilities ($2,308) and other long-term liabilities ($21,993), based on
their estimated fair values at the date of acquisition. This allocation
reflects the Company's preliminary estimates of the purchase price
allocation and is subject to change upon completion of appraisals in 2004.
Further, other assets and liabilities may be identified to which a portion
of the purchase price could be allocated.
- 6 -
The following table summarizes the preliminary fair values of the intangible
assets acquired in the Syltone acquisition:
Amortized intangible assets:
Customer lists and relationships $19,646
Other 5,394
Unamortized intangible assets:
Goodwill 58,346
Trademarks 8,930
-------
Total intangible assets $92,316
=======
The preliminary weighted average amortization period for customer lists and
relationships and other amortized intangible assets is 20 years and 5 years,
respectively.
The total amount of goodwill that is expected to be deductible for tax
purposes is not anticipated to be significant given the stock nature of the
acquisition. The assignment of goodwill has been allocated to the Compressed
Air Products segment ($40,842) and the Fluid Transfer Products segment
($17,504). This allocation is preliminary and subject to change upon
completion of appraisals in 2004. See Note 12 for additional segment
information.
The following table summarizes supplemental pro forma information as if the
Syltone acquisition had been completed on January 1, 2003:
THREE MONTHS ENDED
MARCH 31,
------------------
2003
------------------
Revenues $134,021
Net income 3,505
Diluted earnings per share $ 0.22
The pro forma net income above reflects the negative impact of a one-time
adjustment on cost of sales of approximately $1.1 million stemming from
recording Syltone's inventory at fair value.
NOTE 3. INVENTORIES
MARCH 31, DECEMBER 31,
2004 2003
--------- ------------
Raw materials, including parts and
subassemblies $ 42,147 $ 33,850
Work-in-process 13,203 7,850
Finished goods 38,061 24,731
Perishable tooling and supplies 2,294 2,429
-------- --------
95,705 68,860
Excess of FIFO costs over LIFO costs (4,714) (4,533)
-------- --------
Inventories, net $ 90,991 $ 64,327
======== ========
- 7 -
NOTE 4. GOODWILL AND OTHER INTANGIBLE ASSETS
The changes in the carrying amount of goodwill attributable to each business
segment for the three months ended March 31, 2004, are as follows:
COMPRESSED AIR FLUID TRANSFER
PRODUCTS PRODUCTS
-------------- --------------
Balance as of December 31, 2003 $179,854 $25,634
Goodwill acquired during the period 40,842 17,504
Foreign currency translation 395 390
-------- -------
Balance as of March 31, 2004 $221,091 $43,528
======== =======
Other intangible assets at March 31, 2004 consisted of the following:
ACCUMULATED
COST AMORTIZATION
------- ------------
Amortized intangible assets:
Acquired technology $20,798 $(11,377)
Customer lists and relationships 22,292 (1,273)
Other 3,820 (1,761)
Unamortized intangible assets:
Trademarks 12,186 --
------- --------
Total other intangible assets $59,096 $(14,411)
======= ========
Amortization of intangible assets for the three months ended March 31, 2004,
was $1.0 million. Amortization of intangible assets is anticipated to be
approximately $3.5 to $4.0 million per year for 2004 through 2008.
NOTE 5. ACCRUED PRODUCT WARRANTY
The following is a rollforward of the Company's warranty accrual for the
three months ended March 31, 2004 and 2003.
THREE MONTHS ENDED
MARCH 31,
--------------------------
2004 2003
------- -------
Balance at beginning of period $ 6,635 $ 7,060
Product warranty accruals 1,853 892
Settlements (1,802) (1,113)
Other (acquisitions and foreign currency translation) 1,398 44
------- -------
Balance at end of period $ 8,084 $ 6,883
======= =======
- 8 -
NOTE 6. PENSION AND OTHER POSTRETIREMENT BENEFITS
The following table provides the components of net periodic benefit expense
(income) for the Company's defined benefit pension plans and other
postretirement benefit plans for the three months ended March 31, 2004 and
2003:
Pension Benefits
------------------------------------------ Other
U.S. Plans Non-U.S. Plans Postretirement Benefits
---------------- ----------------- -----------------------
2004 2003 2004 2003 2004 2003
---- ---- ---- ---- ---- ----
Service cost $ 574 600 $ 791 385 $ -- --
Interest cost 853 908 1,310 362 425 500
Expected return on plan assets (950) (855) (1,286) (369) -- --
Amortization of transition liability -- -- -- -- -- --
Amortization of prior-service cost (24) (25) 5 -- (25) (125)
Amortization of net loss (gain) 53 130 59 58 (65) (150)
----- ---- ------- ---- ---- ----
Net periodic benefit expense (income) $ 506 758 $ 879 436 $335 225
===== ==== ======= ==== ==== ====
NOTE 7. STOCKHOLDERS' EQUITY
Pursuant to its previously filed shelf registration with the Securities and
Exchange Commission, the Company completed an offering of 3,450,000 shares
of its common stock for net proceeds of approximately $79.6 million during
March of 2004. These proceeds were used to repay borrowings under its
Revolving Line of Credit Agreement (the "Credit Line").
NOTE 8. EARNINGS PER SHARE
The following table details the calculation of basic and diluted earnings
per share:
THREE MONTHS ENDED
MARCH 31,
--------------------------
2004 2003
---------- ---------
Basic EPS:
Net income $ 6,557 $ 3,520
========== =========
Shares
Weighted average number of common
shares outstanding 16,352 16,010
========== =========
Basic earnings per common share $ 0.40 $ 0.22
========== =========
Diluted EPS:
Net income $ 6,557 $ 3,520
========== =========
Shares
Weighted average number of common
shares outstanding 16,352 16,010
Assuming conversion of dilutive stock
options issued and outstanding 401 161
---------- ---------
Weighted average number of common
shares outstanding, as adjusted 16,753 16,171
========== =========
Diluted earnings per common share $ 0.39 $ 0.22
========== =========
- 9 -
NOTE 9. COMPREHENSIVE INCOME
For the three months ended March 31, 2004 and 2003, comprehensive income was
$6.7 million and $5.2 million, respectively. Items impacting the Company's
comprehensive income, but not included in net income, consist of foreign
currency translation adjustments.
NOTE 10. CASH FLOW INFORMATION
In the first three months of 2004 and 2003, the Company paid $0.7 million
and $0.8 million, respectively, to the various taxing authorities for income
taxes. Interest paid for the first three months of 2004 and 2003, was $2.0
million and $1.5 million, respectively.
NOTE 11. CONTINGENCIES
The Company is a party to various legal proceedings, lawsuits and
administrative actions, which are of an ordinary or routine nature. Due to
the bankruptcies of several asbestos manufacturers and other primary
defendants, the Company has been named as a defendant in an increasing
number of asbestos personal injury lawsuits. The Company has also been named
as a defendant in an increasing number of silicosis personal injury
lawsuits. The plaintiffs in these suits allege exposure to asbestos or
silica from multiple sources, and typically the Company is one of
approximately 25 or more named defendants. In the Company's experience, the
substantial majority of the plaintiffs are not impaired with a disease
attributable to the alleged exposure.
Predecessors to the Company manufactured, distributed and sold the products
allegedly at issue in the pending asbestos and silicosis litigation
lawsuits. The Company has potential responsibility for certain contingent
liabilities with respect to these products, namely: (a) air compressors
which used asbestos containing components manufactured and supplied by third
parties; and (b) portable air compressors used in sandblasting operations as
a component of sandblasting equipment manufactured and sold by others. The
sandblasting equipment is alleged to have caused the silicosis disease
plaintiff's claim in these cases.
Neither the Company nor its predecessors ever mined, manufactured, mixed,
produced or distributed asbestos fiber. The asbestos-containing components
used in the products at issue were completely encapsulated in a protective
non-asbestos binder and enclosed within the subject products. Furthermore,
the Company has never manufactured or distributed portable air compressors.
The Company has entered into a series of cost sharing agreements with
multiple insurance companies to secure coverage for asbestos and silicosis
lawsuits. The Company also believes some of the potential liabilities
regarding these lawsuits are covered by indemnity agreements with other
parties. The Company's uninsured settlement payments for past asbestos and
silicosis lawsuits have been immaterial.
The Company believes that the pending and future asbestos and silicosis
lawsuits will not, in the aggregate, have a material adverse effect on its
consolidated financial position, results of operations or liquidity, based
on: the Company's anticipated insurance and indemnification rights to
address the risks of such matters; the limited potential asbestos exposure
from the components described above; the Company's experience that the
substantial majority of plaintiffs are not impaired with a disease
attributable to alleged exposure to asbestos or silica; various potential
- 10 -
defenses available to the Company with respect to such matters; and the
Company's prior disposition of comparable matters. However, due to inherent
uncertainties of litigation and because future developments could cause a
different outcome, there can be no assurance that the resolution of pending
or future lawsuits, whether by judgment, settlement or dismissal, will not
have a material adverse effect on its consolidated financial position,
results of operations or liquidity.
The Company has also been identified as a potentially responsible party with
respect to several sites designated for environmental cleanup under various
state and federal laws. The Company does not own any of these sites. The
Company does not believe that the future potential costs related to these
sites will have a material adverse effect on its consolidated financial
position, results of operations or liquidity.
NOTE 12. SEGMENT INFORMATION
Subsequent to the acquisition of Syltone, the Company continues to be
organized based upon the products and services it offers but now has four
operating divisions: Compressor, Blower, Pump and Fluid Transfer. These
divisions comprise two reportable segments, Compressed Air Products and
Fluid Transfer Products. The Compressor and Blower (which now includes the
Syltone transportation-related activities) divisions are aggregated into one
reportable segment (Compressed Air Products) since the long-term financial
performance of these businesses are affected by similar economic conditions,
coupled with the similar nature of their products, manufacturing processes
and other business characteristics. The Pump and Fluid Transfer (which
consists of the Syltone fluid transfer-related activities) divisions are
aggregated into one reportable segment (Fluid Transfer Products) primarily
due to the same factors as noted above.
THREE MONTHS ENDED
MARCH 31,
-------------------------------
2004 2003
-------------- -------------
Revenues:
Compressed Air Products $ 122,996 $ 87,186
Fluid Transfer Products 31,432 14,305
------------- -------------
Total $ 154,428 $ 101,491
============= =============
Operating earnings (loss):
Compressed Air Products $ 8,274 $ 6,576
Fluid Transfer Products 1,607 (82)
------------- -------------
Total 9,881 6,494
Interest expense 2,022 1,205
Other (income) expense, net (2,076) 113
------------- -------------
Income before income taxes $ 9,935 $ 5,176
============= =============
- 11 -
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
RECENT DEVELOPMENTS.
On January 2, 2004, the Company effectively acquired the outstanding shares
of Syltone plc ("Syltone"), previously a publicly traded company listed on
the London Stock Exchange. Syltone, headquartered in Bradford, United
Kingdom ("U.K."), is one of the world's largest manufacturers of equipment
used for loading and unloading liquid and dry bulk products on commercial
transportation vehicles. This equipment includes compressors, blowers and
other ancillary products that are complementary to the Company's product
line. Syltone is also one of the world's largest manufacturers of fluid
transfer equipment (including loading arms, swivel joints, couplers and
valves) used to load and unload ships, tank trucks and rail cars. The
purchase price of (pounds)61.1 million including assumed bank debt (net of
cash acquired) was paid in the form of cash ((pounds)44.4 million), new loan
notes ((pounds)5.2 million) and the assumption of Syltone's existing bank
debt, net of cash ((pounds)11.5 million). There are no additional contingent
payments or commitments related to this acquisition.
Syltone generated revenues and operating profit (in accordance with
accounting principles generally accepted in the U.K.) of (pounds)84.4
million and (pounds)6.3 million, respectively (approximately $151.1 million
and $11.3 million, respectively as calculated using the December 31, 2003
exchange rate of $1.79/(pounds)) for the twelve months ended September 30,
2003. Syltone's largest markets are Europe and North America, which
represent approximately 67% and 20% of its revenues, respectively.
Approximately 70% of Syltone's revenues are generated through
transportation-related activities while the remaining 30% are derived from
fluid transfer-related activities.
Subsequent to the acquisition of Syltone, the Company continues to be
organized based upon the products and services it offers but now has four
operating divisions: Compressor, Blower, Pump and Fluid Transfer. These
divisions comprise two reportable segments, Compressed Air Products and
Fluid Transfer Products. The Compressor and Blower (which now includes the
Syltone transportation-related activities) divisions are aggregated into one
reportable segment (Compressed Air Products) since the long-term financial
performance of these businesses are affected by similar economic conditions,
coupled with the similar nature of their products, manufacturing processes
and other business characteristics. The Pump and Fluid Transfer (which
consists of the Syltone fluid transfer-related activities) divisions are
aggregated into one reportable segment (Fluid Transfer Products) primarily
due to the same factors as noted above.
RESULTS OF OPERATIONS.
PERFORMANCE IN THE QUARTER ENDED MARCH 31, 2004 COMPARED WITH
THE QUARTER ENDED MARCH 31, 2003
Revenues
Revenues increased $52.9 million (52%) to $154.4 million for the three
months ended March 31, 2004, compared to $101.5 million in the same period
of 2003. This increase is primarily due to the acquisition of Syltone, which
contributed $42.3 million in revenues. Increased volume of well stimulation
pumps and pump parts shipments, changes in currency exchange rates and price
increases also contributed to this increase.
- 12 -
For the three months ended March 31, 2004, revenues for the Compressed Air
Products segment increased $35.8 million (41%) to $123.0 million, compared
to the same period of 2003. This increase is primarily due to the
acquisition of Syltone ($29.2 million), changes in currency exchange rates
($4.3 million) and price increases (approximately $0.8 million). Fluid
Transfer Products segment revenues increased $17.1 million (120%) to $31.4
million for the three months ended March 31, 2004 compared to the same
period of 2003. This increase is primarily due to the acquisition of Syltone
($13.1 million), increased volume of well stimulation pumps and pump parts
shipments ($4.5 million) and price increases ($0.4 million) partially offset
by a decrease in volume of drilling pump shipments.
Costs and Expenses
Gross margin (defined as revenues less cost of sales) for the three months
ended March 31, 2004 increased $19.2 million (63%) to $49.9 million compared
to the same period of 2003. Gross margin as a percentage of revenues (gross
margin percentage) increased to 32.3% in the three-month period of 2004 from
30.3% in the same period of 2003. This increase in the gross margin
percentage was principally attributable to Syltone, which has higher gross
margins than the Company's previously existing business. Syltone's gross
margin percentage was 34.4% during the first quarter and included a
non-recurring negative impact of approximately $1.2 million stemming from
recording their inventory at fair value on the acquisition date. Gross
margin percentage was also favorably impacted by the increased volume of
well stimulation pumps and pump parts shipments and the related positive
impact of increased leverage of the Fluid Transfer segment's fixed and
semi-fixed costs over a higher revenue base. Finally, due to the closure of
a significant casting supplier in the second half of 2002, the first quarter
of 2003 included costs of approximately $0.6 million to expedite castings
from new suppliers which did not recur in 2004. These positive factors were
partially offset by higher warranty expense in 2004.
Depreciation and amortization for the three months ended March 31, 2004
increased $1.6 million to $5.1 million compared to $3.5 million in the same
period of 2003 primarily due to the Syltone acquisition.
Selling and administrative expenses increased in the three-month period of
2004 by 69% to $34.9 million from $20.7 million in the same period of 2003
primarily due to the acquisition of Syltone ($10.1 million). Higher
compensation and fringe benefit costs and changes in currency exchange rates
also contributed to this increase.
Other income, net was $2.1 million for the three months ended March 31, 2004
compared to other expense, net in the comparable prior year period of $0.1
million. This change was primarily due to foreign currency transaction gains
recorded in 2004. These gains included $1.2 million specifically related to
a portion of the proceeds from U.S. dollar borrowings, which were converted
to British pounds and appreciated in U.S. dollars in 2004 prior to being
used to consummate the Syltone acquisition in January 2004.
The Compressed Air Products segment generated operating earnings (defined as
revenues, less cost of sales, depreciation and amortization, and selling and
administrative expenses) as a percentage of revenues of 6.7% for the
three-month period ended March 31, 2004, a decrease from 7.5% for the same
period of 2003. This decrease was primarily attributable to higher
compensation, fringe benefit and warranty expense. These negative factors
were partially offset by non-recurring costs to expedite castings from new
suppliers incurred in 2003. Operating
- 13 -
earnings as a percentage of revenues for the portion of Syltone's business
included in this segment were 7.6%.
The Fluid Transfer Products segment generated operating earnings as a
percentage of revenues of 5.1% for the three-month period ended March 31,
2004, compared to an operating loss of 0.6% for the same period in 2003.
This improvement was primarily attributable to the positive impact of
increased leverage of the segment's fixed and semi-fixed costs over a higher
revenue base and operational improvements. Operating earnings as a
percentage of revenues for the portion of Syltone's business included in
this segment were 4.7%.
Interest expense increased $0.8 million (68%) to $2.0 million for the three
months ended March 31, 2004, compared to $1.2 million for the same period of
2003 due to higher average borrowings and rates stemming from the Syltone
acquisition. The average interest rate for the three-month period ended
March 31, 2004 was 4.4% compared to 4.1% in the comparable prior year
period.
Income before income taxes increased $4.8 million (92%) to $9.9 million for
the three months ended March 31, 2004, compared to the same period of 2003.
This increase is primarily due to Syltone, foreign currency gains and the
increased volume of well stimulation pumps and pump parts shipments, as
discussed above. These positive factors were partially offset by higher
compensation, fringe benefit and warranty expense in 2004.
The provision for income taxes increased by $1.7 million to $3.4 million for
the three-month period of 2004, compared to $1.7 million for the same period
in 2003, as a result of the higher income before taxes and a higher overall
effective tax rate. The Company's effective tax rate for the three months
ended March 31, 2004 increased to 34.0% compared to 32.0% in the prior year
period, principally due to the acquisition of Syltone.
Net income for the three months ended March 31, 2004 increased $3.1 million
(86%) to $6.6 million ($0.39 diluted earnings per share), compared to $3.5
million ($0.22 diluted earnings per share) for the same period of 2003. This
increase in net income is primarily attributable to the same factors that
resulted in increased income before taxes noted above partially offset by a
higher effective tax rate in 2004. Syltone contributed approximately $0.07
to diluted earnings per share during the first quarter of 2004.
Outlook
In general, demand for compressed air products correlates to the rate of
manufacturing capacity utilization and the rate of change of industrial
production because compressed air is often used as a fourth utility in the
manufacturing process. Over longer time periods, demand also follows the
economic growth patterns indicated by the rates of change in the Gross
Domestic Product. In the first quarter of 2004, orders for compressed air
products were $139.7 million, compared to $93.1 million in the same period
of 2003. Backlog for the Compressed Air Products segment was $77.9 million
as of March 31, 2004, compared to $65.4 million as of March 31, 2003. The
increase in orders and backlog compared to the prior year is primarily due
to the addition of Syltone's transportation-related activities, which
contributed $31.5 million and $15.0 million to orders and backlog,
respectively. Favorable changes in foreign currency exchange rates also
added approximately $5.3 million and $3.3 million to orders and backlog,
respectively. Excluding these favorable items, the growth in orders for this
segment stems primarily from an improvement in the U.S. industrial economy
and increased demand for European compressors.
- 14 -
Demand for fluid transfer products, the majority of which are petroleum
related, has historically corresponded to market conditions and expectations
for oil and natural gas prices. Orders for fluid transfer products were
$36.4 million in the first quarter of 2004 compared to $20.7 million in the
same period of 2003. Backlog for this business segment was $30.5 million as
of March 31, 2004, compared to $13.1 million as of March 31, 2003. The
increase in orders and backlog compared to the prior year is primarily due
to the addition of Syltone's fluid transfer-related, which contributed $9.3
million and $12.0 million to orders and backlog, respectively. Excluding the
impact of Syltone, the increase in orders for this segment stems primarily
from increased demand for well stimulation pumps and petroleum pump parts
due to continued high prices for oil and natural gas. Future increases in
demand for these products will likely be dependent upon oil and natural gas
prices and rig counts, which the Company cannot predict.
On April 28, 2004, the Company announced the closure of a facility located
in Louisville, Kentucky, which was purchased in the Syltone acquisition.
Manufacturing of blower products at this operation will be relocated to an
existing facility in Sedalia, Missouri. Fluid transfer operations performed
in Louisville will be transferred to another Syltone facility in Houston,
Texas. This action is expected to be completed by year-end and anticipated
to reduce diluted earnings per share by as much as $0.03 in 2004, the
majority of which will occur in the second quarter.
LIQUIDITY AND CAPITAL RESOURCES
Operating Working Capital
During the three months ended March 31, 2004, operating working capital
(defined as receivables plus inventories, less accounts payable and accrued
liabilities) increased $17.6 million primarily due to Syltone ($7.5 million)
and higher inventory and receivable balances stemming from increased
activity levels.
Cash Flows
During the first three months of 2004, the Company generated cash from
operations totaling $3.5 million, compared to $5.4 million in the prior year
period. This change is primarily due to the unfavorable change in operating
working capital (excluding the impact of the Syltone acquisition) due to
increased activity levels, partially offset by higher net income. Net of
cash acquired, $81.3 million in cash was used to fund the Syltone
acquisition (and related direct acquisition costs) during the first quarter.
This use of cash was partially offset by net proceeds from the sale of
3,450,000 shares of common stock in March 2004, which totaled $79.6 million.
These proceeds along with other cash reserves were used to reduce debt by
approximately $102.7 million. The cash flows provided by operating
activities and used in financing and investing activities, combined with the
effect of exchange rate changes, resulted in a net cash decrease of $101.3
million during the first quarter of 2004.
Capital Expenditures and Commitments
Capital projects designed to increase operating efficiency and flexibility,
expand production capacity and bring new products to market resulted in
expenditures of $3.8 million in the first three months of 2004. This was
$1.1 million higher than the level of capital expenditures in the comparable
period in 2003, primarily due to the timing of capital projects. Commitments
for
- 15 -
capital expenditures at March 31, 2004 were approximately $10 million.
Capital expenditures related to environmental projects have not been
significant in the past and are not expected to be significant in the
foreseeable future.
In October 1998, Gardner Denver's Board of Directors authorized the
repurchase of up to 1,600,000 shares of the Company's common stock to be
used for general corporate purposes. Approximately 200,000 shares remain
available for repurchase under this program. The Company has also
established a Stock Repurchase Program for its executive officers to provide
a means for them to sell Gardner Denver common stock and obtain sufficient
funds to meet income tax obligations which arise from the exercise or
vesting of incentive stock options, restricted stock or performance shares.
The Gardner Denver Board has authorized up to 400,000 shares for repurchase
under this program and, of this amount, approximately 200,000 shares remain
available for repurchase. As of March 31, 2004, a total of 1,572,542 shares
have been repurchased at a cost of $22.8 million under both repurchase
programs.
Liquidity
Pursuant to its previously filed shelf registration with the Securities and
Exchange Commission, the Company completed an offering of 3,450,000 shares
of its common stock for net proceeds of approximately $79.6 million during
March of 2004. These proceeds were used to repay borrowings under its
Revolving Line of Credit Agreement (the "Credit Line").
The Credit Line has a borrowing capacity of $150.0 million and the total
debt balance is due upon final maturity on March 6, 2005. Subject to
approval by lenders holding more than 75% of the debt, the Company may
request up to two, one-year extensions. On March 31, 2004, the Credit Line
had an outstanding principal balance of $11.0 million, leaving $139.0
million available for future use or for letters of credit, subject to the
terms of the Credit Line.
The Company also has a five-year $50.0 million Term Loan with a final
maturity of March 6, 2007. The Term Loan requires principal payments of $2.5
million in years one and two, and $15.0 million in years three through five.
On March 31, 2004, the Term Loan had an outstanding principal balance of
$45.0 million.
The Company's borrowing arrangements are generally unsecured and permit
certain investments and dividend payments. There are no material
restrictions on the Company as a result of its credit agreements, other than
customary covenants regarding certain earnings, liquidity and capital
ratios.
Management currently expects the Company's future cash flows to be
sufficient to fund its scheduled debt service and provide required resources
for working capital and capital investments for at least the next twelve
months.
CONTINGENCIES
The Company is a party to various legal proceedings, lawsuits and
administrative actions, which are of an ordinary or routine nature. Due to
the bankruptcies of several asbestos manufacturers and other primary
defendants, the Company has been named as a defendant in an increasing
number of asbestos personal injury lawsuits. The Company has also been named
as a defendant in an increasing number of silicosis personal injury
lawsuits. The plaintiffs in these suits allege exposure to asbestos or
silica from multiple sources, and typically the Company is one of
approximately 25 or more named defendants. In the Company's experience, the
substantial
- 16 -
majority of the plaintiffs are not physically impaired with a disease
attributable to the alleged exposure.
Predecessors to the Company manufactured, distributed and sold the products
allegedly at issue in the pending asbestos and silicosis litigation
lawsuits. The Company has potential responsibility for certain contingent
liabilities with respect to these products, namely: (a) air compressors
which used asbestos containing components manufactured and supplied by third
parties; and (b) portable air compressors used in sandblasting operations as
a component of sandblasting equipment manufactured and sold by others. The
sandblasting equipment is alleged to have caused the silicosis disease
plaintiff's claim in these cases.
Neither the Company nor its predecessors ever mined, manufactured, mixed,
produced or distributed asbestos fiber. The asbestos-containing components
used in the products at issue were completely encapsulated in a protective
non-asbestos binder and enclosed within the subject products. Furthermore,
the Company has never manufactured or distributed portable air compressors.
The Company has entered into a series of cost sharing agreements with
multiple insurance companies to secure coverage for asbestos and silicosis
lawsuits. The Company also believes some of the potential liabilities
regarding these lawsuits are covered by indemnity agreements with other
parties. The Company's uninsured settlement payments for past asbestos and
silicosis lawsuits have been immaterial.
The Company believes that the pending and future asbestos and silicosis
lawsuits will not, in the aggregate, have a material adverse effect on its
consolidated financial position, results of operations or liquidity, based
on: the Company's anticipated insurance and indemnification rights to
address the risks of such matters; the limited potential asbestos exposure
from the components described above; the Company's experience that the
substantial majority of plaintiffs are not impaired with a disease
attributable to alleged exposure to asbestos or silica; various potential
defenses available to the Company with respect to such matters; and the
Company's prior disposition of comparable matters. However, due to the
inherent uncertainties of litigation and because future developments could
cause a different outcome, there can be no assurance that the resolution of
pending or future lawsuits, whether by judgment, settlement or dismissal,
will not have a material adverse effect on its consolidated financial
position, results of operations or liquidity.
The Company has also been identified as a potentially responsible party with
respect to several sites designated for environmental cleanup under various
state and federal laws. The Company does not own any of these sites. The
Company does not believe that the future potential costs related to these
sites will have a material adverse effect on its consolidated financial
position, results of operations or liquidity.
NEW ACCOUNTING STANDARDS
In January 2003, the FASB issued Interpretation No. 46, "Consolidation of
Variable Interest Entities," an interpretation of Accounting Research
Bulletin No. 51, which addresses consolidation by business enterprises of
variable interest entities. This interpretation requires existing
unconsolidated variable interest entities to be consolidated by their
primary beneficiaries if the interest entities do not effectively disperse
risks among the parties involved. This interpretation applies to variable
interest entities created after January 31, 2003. It applies in the
- 17 -
first fiscal year or interim period beginning after June 15, 2003, to
variable interest entities in which an enterprise holds a variable interest
that it acquired before February 1, 2003. The Company has no variable
interest entities and has adopted this interpretation which did not have a
material impact on its financial statements.
In December 2003, the FASB issued SFAS No. 132 (revised), "Employers'
Disclosures about Pensions and Other Postretirement Benefits." This
statement requires additional disclosures about plan assets, benefit
obligations, cash flows, benefit costs and other relevant information. In
addition to expanded annual disclosures, the statement also requires
disclosures of various elements of pension and other postretirement benefit
costs on an interim basis. The Company has adopted SFAS No.132 (revised) and
included the required disclosures in Note 6 to the Condensed Financial
Statements.
CRITICAL ACCOUNTING POLICIES
Management has evaluated the accounting policies used in the preparation of
the Company's financial statements and related notes and believes those
policies to be reasonable and appropriate. Certain of these accounting
policies require the application of significant judgment by management in
selecting appropriate assumptions for calculating financial estimates. By
their nature, these judgments are subject to an inherent degree of
uncertainty. These judgments are based on historical experience, trends in
the industry, information provided by customers and information available
from other outside sources, as appropriate. The most significant areas
involving management judgments and estimates may be found in our 2003 Annual
Report on Form 10-K, filed on March 10, 2004, in the Critical Accounting
Policies Section of Management's Discussion and Analysis and in Note 1 to
the Consolidated Financial Statements contained in our 2003 Annual Report to
Stockholders filed as Exhibit 13.0 thereto.
CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING STATEMENTS
All of the statements in this Management's Discussion and Analysis, other
than historical facts, are forward-looking statements made in reliance upon
the safe harbor of the Private Securities Litigation Reform Act of 1995,
including, without limitation, statements made under the caption "Outlook."
As a general matter, forward-looking statements are those focused upon
anticipated events or trends and expectations and beliefs relating to
matters that are not historical in nature. Such forward-looking statements
are subject to uncertainties and factors relating to the Company's
operations and business environment, all of which are difficult to predict
and many of which are beyond the control of the Company. These uncertainties
and factors could cause actual results to differ materially from those
matters expressed in or implied by such forward-looking statements.
The following uncertainties and factors, among others, could affect future
performance and cause actual results to differ materially from those
expressed in or implied by forward-looking statements: (1) the ability to
maintain and to enter into key purchasing, supply and outsourcing
relationships; (2) the ability to effectively manage the transition of iron
casting supply to alternate sources and the skill, commitment and
availability of such alternate sources; (3) the ability to identify,
negotiate and complete future acquisitions; (4) the speed with which the
Company is able to integrate acquisitions and realize the related financial
benefits; (5) the successful implementation of other strategic initiatives,
including, without limitation, restructuring plans, inventory reduction
programs and other cost reduction efforts; (6) the domestic and/or worldwide
level of oil and natural gas prices and oil and gas drilling and production,
which affect demand for the Company's petroleum products; (7) changes in
domestic and/or worldwide industrial
- 18 -
production and industrial capacity utilization rates, which affect demand
for the Company's compressed air products; (8) pricing of the Company's
products; (9) the degree to which the Company is able to penetrate niche and
international markets; (10) changes in currency exchange rates (primarily
between the U.S. dollar, the euro and the British pound); (11) changes in
interest rates; (12) the ability to attract and retain quality management
personnel; (13) market performance of pension plan assets and changes in
discount rates used for actuarial assumptions in pension and other
postretirement obligation and expense calculations; (14) the continued
ability to effectively manage and defend litigation matters pending, or
asserted in the future, against the Company; (15) the development and
acceptance of the Company's new product offerings; and (16) the continued
successful implementation and utilization of the Company's electronic
services.
The Company does not undertake, and hereby disclaims, any duty to update
these forward-looking statements, even though its situation and
circumstances may change in the future.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There were no material changes in the Company's exposure to market risk
between December 31, 2003 and March 31, 2004.
ITEM 4. CONTROLS AND PROCEDURES
As required by Rule 13a-15 of the Exchange Act, the Company has carried out
an evaluation of the effectiveness of the design and operation of the
Company's disclosure controls and procedures as of the end of the period
covered by this report. This evaluation was carried out under the
supervision and with the participation of the Company's management,
including the Chairman, President and Chief Executive Officer and the Vice
President, Finance and Chief Financial Officer. Based upon that evaluation,
the Chairman, President and Chief Executive Officer and Vice President,
Finance and Chief Financial Officer concluded that the Company's controls
and procedures were effective to provide reasonable assurance that
information required to be disclosed in the Company's periodic SEC reports
is recorded, processed, summarized, and reported as and when required. In
addition, they concluded that there were no changes in the Company's
internal control over financial reporting that occurred during the period
covered by this report that have materially affected, or that are reasonably
likely to materially affect the Company's internal control over financial
reporting.
In designing and evaluating the disclosure controls and procedures, the
Company's management recognized that any controls and procedures, no matter
how well designed, can provide only reasonable assurances of achieving the
desired control objectives and management necessarily was required to apply
its judgment in evaluating the cost-benefit relationship of possible
controls and procedures.
- 19 -
PART II - OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES, USE OF PROCEEDS AND ISSUER PURCHASES OF EQUITY
SECURITIES
- ----------------------------------------------------------------------------------------------------------------------
TOTAL NUMBER OF
SHARES PURCHASED AS MAXIMUM NUMBER OF
PART OF PUBLICLY SHARES THAT MAY YET
TOTAL NUMBER OF AVERAGE PRICE PAID ANNOUNCED PLANS OR BE PURCHASED UNDER
PERIOD SHARES PURCHASED PER SHARE PROGRAMS (1) THE PLANS OR PROGRAMS
- ----------------------------------------------------------------------------------------------------------------------
January 1, 2004 -
January 31, 2004 -- -- -- 210,300
- ----------------------------------------------------------------------------------------------------------------------
February 1, 2004 -
February 29, 2004 -- -- -- 210,300
- ----------------------------------------------------------------------------------------------------------------------
March 1, 2004 -
March 31, 2004 -- -- -- 210,300
-- --
- ----------------------------------------------------------------------------------------------------------------------
Total -- -- -- 210,300
== ==
- --------------------------- -------------------- ----------------------- ---------------------- ----------------------
(1) In October 1998, Gardner Denver's Board of Directors authorized the
repurchase of up to 1,600,000 shares of the Company's common stock to
be used for general corporate purposes.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) List of Exhibits:
10.1 Gardner Denver, Inc. Long-Term Incentive Plan, as amended
May 4, 2004.
10.17 Gardner Denver, Inc. Employee Stock Purchase Plan, as
amended May 4, 2004.
12 Calculation of Ratio of Earnings to Fixed Charges.
31.1 Certification of Principal Executive Officer Pursuant to
Rule 13a-15(e) or 15d-15(e) of the Exchange Act, as Adopted
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2 Certification of Principal Financial Officer Pursuant to
Rule 13a-15(e) or 15d-15(e) of the Exchange Act, as Adopted
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1 Certification of Chief Executive Officer Pursuant to 18
U.S.C. Section 1350, as Adopted Pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002.
32.2 Certification of Chief Financial Officer Pursuant to 18
U.S.C. Section 1350, as Adopted Pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002.
- 20 -
(b) Reports on Form 8-K
The Company filed a Current Report on Form 8-K, dated January 13,
2004, relating to a press release issued on January 5, 2004 which
announced that the cash offer by its wholly-owned subsidiary GD
First (UK) plc for the outstanding ordinary shares of Syltone plc
had become unconditional in all respects and would remain open for
acceptance until further notice.
The Company filed a Current Report on Form 8-K, dated February 3,
2004, relating to a press release issued on that date announcing
the Company's earnings for the fourth quarter and fiscal year ended
December 31, 2003, certain recent activities, and guidance as to
results for 2004.
The Company filed a Current Report on Form 8-K, dated March 11,
2004, relating to a press release issued on March 10, 2004
announcing its intention to offer, subject to market and other
conditions, 3,000,000 shares of its common stock (pursuant to its
existing shelf registration) and to grant the underwriters an
option to purchase an additional 450,000 shares of its common stock
to cover over-allotments, if any. The prospectus supplement and
related financial statements and pro forma financial information
were filed as exhibits to this Form 8-K.
The Company filed a Current Report on Form 8-K, dated March 24,
2004, relating to a press release issued on March 23, 2004
announcing the pricing of its offering of 3,000,000 shares of its
common stock and its related registration statement on Form S-3.
The Company filed a Current Report on Form 8-K, dated March 29,
2004, relating to a press release issued on that date announcing
the closing of its offering of 3,450,000 shares of its common
stock, which includes 450,000 shares sold at the underwriters'
option.
- 21 -
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, INC.
Date: May 10, 2004 By: /s/Ross J. Centanni
----------------------------------------
Ross J. Centanni
Chairman, President & CEO
Date: May 10, 2004 By: /s/Philip R. Roth
----------------------------------------
Philip R. Roth
Vice President, Finance & CFO
Date: May 10, 2004 By: /s/Daniel C. Rizzo, Jr.
----------------------------------------
Daniel C. Rizzo, Jr.
Vice President and Corporate
Controller (Chief Accounting Officer)
- 22 -
GARDNER DENVER, INC.
EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
10.1 Gardner Denver, Inc. Long-Term Incentive Plan, as amended May 4,
2004.
10.17 Gardner Denver, Inc. Employee Stock Purchase Plan, as amended
May 4, 2004.
12 Calculation of Ratio of Earnings to Fixed Charges.
31.1 Certification of Principal Executive Officer Pursuant to Rule
13a-15(e) or 15d-15(e) of the Exchange Act, as Adopted Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
31.2 Certification of Principal Financial Officer Pursuant to Rule
13a-15(e) or 15d-15(e) of the Exchange Act, as Adopted Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
32.1 Certification of Chief Executive Officer Pursuant to 18 U.S.C.
Section 1350, as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
32.2 Certification of Chief Financial Officer Pursuant to 18 U.S.C.
Section 1350, as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
- 23 -