-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Q0uwjRVnYZiMuWUtrRdVrVTe/9MyWvNBJGkihT1o6H1ZxIZ0U4kjszUouUTlLXB9 4Zl8KCybvoGb1IFdbGLCMg== 0000108312-97-000002.txt : 19970222 0000108312-97-000002.hdr.sgml : 19970222 ACCESSION NUMBER: 0000108312-97-000002 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19961230 FILED AS OF DATE: 19970214 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: WOODWARD GOVERNOR CO CENTRAL INDEX KEY: 0000108312 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRICAL INDUSTRIAL APPARATUS [3620] IRS NUMBER: 361984010 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-08408 FILM NUMBER: 97535240 BUSINESS ADDRESS: STREET 1: 5001 N SECOND ST STREET 2: P O BOX 7001 CITY: ROCKFORD STATE: IL ZIP: 61125-7001 BUSINESS PHONE: 8158777441 10-Q 1 10Q FILING SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q { X } QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended December 31, 1996 Commission File #0-8408 OR { } TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 WOODWARD GOVERNOR COMPANY (Exact name of registrant as specified in its charter) Delaware 36-1984010 (State or other jurisdiction of I.R.S. Employer identification No.) incorporation or organization) 5001 North Second Street, Rockford, Illinois 61125-7001 (Address of principal executive offices) Registrant's telephone number - (815) 877-7441 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 As of January 31, 1997 after giving effect to the four for one stock split, 11,499,056 shares of common stock with a par value of 1.5625 cents per share were outstanding. WOODWARD GOVERNOR COMPANY FORM 10-Q For the Quarter Ended December 31, 1996 INDEX Description Part I. Financial Information Item 1. Financial Statements Statements of Consolidated Earnings for the three months ended December 31, 1996 and 1995 Consolidated Balance Sheets as of December 31, 1996 and September 30, 1996 Statements of Consolidated Cash Flows for the three months ended December 31, 1996 and 1995 Notes to Consolidated Financial Statements Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Part II. Other Information Signatures WOODWARD GOVERNOR COMPANY AND SUBSIDIARIES STATEMENTS OF CONSOLIDATED EARNINGS For the three months ended December 31, 1996 and 1995 (in thousands except per share amounts) (Unaudited)
1996 1995 Net billings for products and services $99,029 $88,142 Costs and expenses: Cost of goods sold 71,257 64,757 Sales, service and administrative expenses 16,643 15,025 Interest expense $569 $929 Interest (income) (96) (135) Miscellaneous expense, net 1,160 1,633 607 1,401 Total costs and expenses 89,533 81,183 Earnings before income taxes and equity in loss of unconsolidated affiliate 9,496 6,959 Income taxes 3,703 2,784 Earnings before equity in loss of unconsolidated affiliate 5,793 4,175 Equity in loss of unconsolidated affiliate, net of income taxes (655) - Net earnings $5,138 $4,175 Net earnings per share $0.44 $0.36 Average shares outstanding 11,548 11,612 Cash dividends per share $0.2325 $0.2325 See accompanying notes to consolidated financial statements.
WOODWARD GOVERNOR COMPANY AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (in thousands of dollars)
DECEMBER SEPTEMBER 31, 1996 30, 1996 (Unaudited) Assets Current assets: Cash and cash equivalents $9,110 $13,070 Accounts receivable, less allowance for losses of $3,116 for December and $2,755 for September 71,345 80,902 Inventories 96,491 92,135 Deferred income taxes 19,991 19,991 Total current assets 196,937 206,098 Property, plant and equipment, at cost: Land 6,094 6,218 Buildings and improvements 120,319 120,283 Machinery and equipment 186,959 182,680 Construction in progress 7,000 6,971 320,372 316,152 Less allowance for depreciation 207,090 201,939 Property, plant and equipment - net 113,282 114,213 Intangibles and other assets 12,246 9,919 Deferred income taxes 18,556 18,568 Total assets $341,021 $348,798 Liabilities and Shareholders' Equity Current liabilities: Short-term borrowings $14,118 $15,310 Current portion of long-term debt 4,862 4,862 Accounts payable and accrued expenses 49,777 61,597 Taxes on income 5,345 3,226 Total current liabilities 74,102 84,995 Long-term debt, less current portion 22,678 22,696 Other liabilities 33,112 33,112 Commitments and contingencies - - Shareholders' equity represented by: Preferred stock - - Common stock 190 190 Additional paid-in capital 13,173 13,165 Unearned stock plan compensation (14,656) (14,665) Currency translation adjustment 14,466 13,620 Retained earnings 209,776 207,392 222,949 219,702 Less treasury stock, at cost 11,820 11,707 211,129 207,995 Total liabilities and shareholders' equity $341,021 $348,798 See accompanying notes to consolidated financial statements.
WOODWARD GOVERNOR COMPANY AND SUBSIDIARIES STATEMENTS OF CONSOLIDATED CASH FLOWS for the three months ended December 31, 1996 and 1995 (in thousands of dollars) (Unaudited)
1996 1995 Cash flows from operating activities: Net earnings $5,138 $4,175 Adjustments to reconcile net earnings to net cash provided (used) by operating activities: Depreciation and amortization 6,033 5,729 Deferred income taxes 12 8 Stock plan compensation expense 9 42 Changes in assets and liabilities: Accounts receivable 9,949 13,352 Inventories (4,155) (2,785) Current liabilities, other than short-term borrowings and current portion of long-term debt (8,745) (10,289) Equity in loss of unconsolidated affiliate 1,074 - Other, net (1,214) (845) Total adjustments 2,963 5,212 Net cash provided by operating activities 8,101 9,387 Cash flows from investing activities: Payments for purchase of property, plant and equipment (4,890) (3,706) Other (137) 290 Investment in unconsolidated affiliate (2,500) - Net cash (used) in investing activities (7,527) (3,416) Cash flows from financing activities: Cash dividends paid (2,685) (2,673) Proceeds from sale of treasury stock - 435 Purchase of treasury stock (136) - Payments of long-term debt (18) (69) Short-term borrowings (payments) (1,204) (1,258) Tax benefit applicable to ESOP dividend 91 92 Net cash (used) in financing activities (3,952) (3,473) Effect of exchange rate changes on cash (582) (2,803) Net change in cash and cash equivalents (3,960) (305) Cash and cash equivalents, beginning of year 13,070 12,451 Cash and cash equivalents, end of quarter $9,110 $12,146 SUPPLEMENTAL CASH FLOW INFORMATION: Interest paid $ 388 $ 602 Income taxes paid $ 834 $ 5,183 See accompanying notes to consolidated financial statements.
WOODWARD GOVERNOR COMPANY AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The consolidated balance sheet as of December 31, 1996, and the statements of consolidated earnings and cash flows for the three month period ended December 31, 1996 and 1995, have been prepared by the Company, without audit. The September 30, 1996 consolidated balance sheet was derived from audited financial statements, but does not include all disclosures required by generally accepted accounting principles. Information furnished in this 10-Q report is based in part on approximations and is subject to year-end adjustment and audit. The figures do reflect all adjustments necessary, in the opinion of management, to present fairly the Company's financial position as of December 31, 1996, and the results of its operations for the three months ended December 31, 1996 and 1995, and cash flows for the three months then ended. All such adjustments are of a normal and recurring nature. The statements have been prepared in accordance with accounting policies set forth in the Company's 1996 annual report on Form 10-K and should be read in conjunction with the Notes to Consolidated Financial Statements therein. The statement of consolidated earnings for the three month period ended December 31, 1996 is not necessarily indicative of the results to be expected for other interim periods or for the full year. Stock Split Net earnings per share, average shares outstanding and cash dividends per share have been restated to reflect the four for one stock split effective January 23, 1997. PART I - ITEM 2 WOODWARD GOVERNOR COMPANY AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Net billings for products and services delivered to customers in the first quarter ended December 31, 1996 increased over 12% from last year to total $99,029,000 compared to $88,142,000 in the prior year. During the same time period, costs and expenses increased less than shipments from $81,183,000 last year to $89,533,000 in fiscal 1997. The equity in loss of unconsolidated affiliate represents the company's interest in the loss of the GENXON Power Systems joint venture. As a result, net earnings increased over 23% from $4,175,000 in fiscal 1996 to $5,138,000 this year. Earnings per share were $.44 for the first quarter this year compared to $.36 last year. Operational Results Industrial Controls' shipments were up over 15% from the first quarter of last year and totaled $58,776,000 this year compared to $50,865,000 in fiscal 1996. The first quarter last year was prior to the Deltec acquisition, but even without the effect of this addition, shipments were up over 13%. This year the domestic locations had a strong first quarter and the international business units continue to see their shipment volume increase from the prior year. Aircraft Controls' shipments were up almost 8% from the prior year and totaled $40,253,000, compared to $37,277,000 last year. If first quarter 1996 shipments by Bauer Aerospace, which was divested in July 1996, were excluded, shipments of aircraft controls were up over 14% from last year. The increase in costs and expenses is due principally to the increase in shipment volume. The number of worker members has increased from 3,118 last year to 3,246 this year, or over 4%. The efforts to control costs and leverage current resources continue and were reflected in the positive first quarter results. Balance Sheet Cash and cash equivalents decreased to $9,110,000 at December 31, 1996 from $13,070,000 at September 30, 1996. Accounts receivable decreased from $80,902,000 at September 30, 1996 to $71,345,000 at December 31, 1996, due to the high shipment level in the last two months of the fiscal year. Inventories increased from $92,135,000 at September 30, 1996 to $96,491,000 at December 31, 1996. Property, plant and equipment-net has decreased due to depreciation being greater than capital expenditures. Intangibles and other assets increased from $9,919,000 at September 30, 1996 to $12,246,000 due to the investment in the GENXON Power Systems joint venture recorded during the first quarter of fiscal 1997. Short-term borrowings have been reduced from $15,310,000 at September 30, 1996 to $14,118,000 at December 31, 1996. Accounts payable and accrued expenses decreased from $61,597,000 at September 30, 1996 to $49,777,000 due in part to reductions in accounts payable and member benefit accounts. Currency translation adjustment increased from September 30, 1996 as a result of fluctuations in exchange rates. The Company's effective tax rate for the three months ended December 31, 1996 and 1995 was 39.0% and 40.0% respectively. The effective tax rate for the fiscal year ended September 30, 1996 was 37.0%. This quarterly report may contain forward looking statements reflecting Woodward's current expectations. These statements involve risk and uncertainty. Actual future results may differ materially from expectations. PART II - OTHER INFORMATION Item 4 At the January 8, 1997 annual meeting of the shareholders, two items were submitted to a vote. (1) was the re-election of three directors whose terms expired this year. The results of the voting were as follows: Number of Number of Shares Number of Director Shares For Against/Withheld Abstentions J. Grant Beadle 2,652,231 38,807 None Lawrence E. Gloyd 2,651,856 39,182 None J. Peter Jeffrey 2,649,981 41,057 None (2) Amendment to Certificate of Incorporation to increase the number of authorized shares of Common Stock from 7,000,000 to 50,000,000, to increase the number of authorized shares of Preferred Stock from 3,000,000 to 10,000,000 and to effect a four for one stock split of the Common Stock. The results of the voting on this item were as follows: For Against Abstain 2,316,903 87,556 26,652 In addition, broker non-votes totaled 263,987. 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. WOODWARD GOVERNOR COMPANY /s/ John A. Halbrook John A. Halbrook, Chairman and Chief Executive Officer /s/ Stephen P. Carter Stephen P. Carter, Vice President, Chief Financial Officer and Treasurer 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. WOODWARD GOVERNOR COMPANY February 7, 1997 John A. Halbrook, Chairman and Chief Executive Officer February 7, 1997 Stephen P. Carter, Vice President, Chief Financial Officer and Treasurer EX-27 2 1296 FDS SCHEDULES
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