-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, MwI7BvXK1ZP7pOWsLCFSFbZhamw1M0zMwZWTHNmn57tiuoE/fC5wx0Tr8rgyQwoV r6sqxPKmvk6hU9o39QL/ug== 0000108312-95-000002.txt : 19950515 0000108312-95-000002.hdr.sgml : 19950515 ACCESSION NUMBER: 0000108312-95-000002 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19941231 FILED AS OF DATE: 19950214 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: 95510245 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 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, 1994 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, 1995, 2,918,712 shares of common stock with a par value of 6.25 cents per share were outstanding. WOODWARD GOVERNOR COMPANY FORM 10-Q For the Quarter Ended December 31, 1994 INDEX Description Pages Part I. Financial Information Item 1. Financial Statements Statements of Consolidated Earnings for the Three Months Ended December 31, 1994 and 1993 Consolidated Balance Sheets as of December 31, 1994 and September 30, 1994 Statements of Consolidated Cash Flows for the Three Months Ended December 31, 1994 and 1993 Note 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, 1994 and 1993 (in thousands except per share) (Unaudited)
1994 1993 ---------- ---------- Net billings for products and services $90,429 $73,940 ---------- ---------- Costs and expenses: Cost of goods sold 64,524 54,536 Sales, service and administrative expenses 15,402 12,757 Restructuring expense $2,359 $0 Interest expense 858 738 Interest income (122) (182) Miscellaneous expense, net 1,947 5,042 1,203 1,759 --------- ---------- -------- ---------- Total costs and expenses 84,968 69,052 ---------- ---------- Earnings before income taxes 5,461 4,888 Income taxes 2,239 2,102 ---------- ---------- Net earnings $3,222 $2,786 ---------- ---------- Net earnings per share $1.10 $0.94 ---------- ---------- Average shares outstanding 2,923 2,970 ---------- ---------- Cash dividends per share $0.93 $0.93 ---------- ---------- See accompanying note to consolidated financial statements.
WOODWARD GOVERNOR COMPANY AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (in thousands)
December September 31, 1994 30, 1994 ------------- ------------- Assets (Unaudited) Current assets: Cash and cash equivalents $8,709 $10,272 Accounts receivable, less allowance for losses of $3,110 for December and $3,021 for September 69,848 69,778 Inventories 84,913 80,272 Deferred income taxes 20,957 20,957 ------------- ------------- Total current assets 184,427 181,279 ------------- ------------- Property, plant and equipment, at cost: Land 6,608 6,648 Buildings and improvements 120,636 120,503 Machinery and equipment 160,206 156,476 Construction in progress 1,834 2,475 ------------- ------------- 289,284 286,102 Less allowance for depreciation 168,864 163,191 ------------- ------------- Property, plant and equipment - net 120,420 122,911 Intangibles and other assets 4,722 4,757 Deferred income taxes 14,366 14,371 ------------- ------------- Total assets $323,935 $323,318 ------------- ------------- Liabilities and Shareholders' Equity Current liabilities: Short-term borrowings $15,732 $24,674 Current portion of long-term debt 4,252 4,252 Accounts payable and accrued expenses 47,513 37,972 Taxes on income 763 630 ------------- ------------- Total current liabilities 68,260 67,528 ------------- ------------- Long-term debt, less current portion 32,583 32,665 Other liabilities 29,279 29,279 Commitments and contingencies - - Shareholders' equity represented by: Preferred stock - - Common stock 190 190 Additional paid-in capital 13,892 13,891 Unearned stock plan compensation (19,648) (19,777) Currency translation adjustment 14,833 15,210 Retained earnings 194,691 194,088 ------------- ------------- 203,958 203,602 Less treasury stock, at cost 10,145 9,756 ------------- ------------- 193,813 193,846 ------------- ------------- Total liabilities and shareholders' equity $323,935 $323,318 ------------- ------------- See accompanying note to consolidated financial statements.
WOODWARD GOVERNOR COMPANY AND SUBSIDIARIES STATEMENTS OF CONSOLIDATED CASH FLOWS For the three months ended December 31, 1994 and 1993 (in thousands of dollars) (Unaudited)
1994 1993 ----------- ----------- Cash flows from operating activities: Net earnings (loss) $3,222 $2,786 ----------- ----------- Adjustments to reconcile net earnings to net cash provided (used) by operating activities: Depreciation 6,109 6,682 Deferred income taxes, noncurrent 5 24 Stock plan compensation expense 129 138 Changes in assets and liabilities: Accounts receivable (239) 5,837 Inventories (4,712) 65 Current liabilities, other than short-term borrowings and current portion of long-term debt 9,714 (7,511) Other, net 25 (701) ----------- ----------- Total adjustments 11,031 4,534 ----------- ----------- Net cash provided by operating activities 14,253 7,320 ----------- ----------- Cash flows from investing activities: Payments for purchase of property, plant and equipment (3,717) (4,935) Other (29) 25 ----------- ----------- Net cash (used) in investing activities (3,746) (4,910) ----------- ----------- Cash flows from financing activities: Cash dividends paid (2,720) (2,760) Purchase of treasury stock (389) (450) Payments of long-term debt (82) (46) Short-term borrowings, by original maturity: More than three months - proceeds - - More than three months - payments - - Three months or less, net (9,046) (5,900) Tax benefit applicable to ESOP dividend 100 103 ----------- ----------- Net cash (used) in financing activities (12,137) (9,053) ----------- ----------- Effect of exchange rate changes on cash 67 26 ----------- ----------- Net change in cash and cash equivalents (1,563) (6,617) Cash and cash equivalents, beginning of year 10,272 10,497 ----------- ----------- Cash and cash equivalents, end of quarter $8,709 $3,880 ----------- ----------- SUPPLEMENTAL CASH FLOW INFORMATION: Interest paid (net of amount capitalized) $322 $435 Income taxes paid $1,876 $2,560 See accompanying note to consolidated financial statements.
WOODWARD GOVERNOR COMPANY AND SUBSIDIARIES NOTE TO CONSOLIDATED FINANCIAL STATEMENTS The consolidated balance sheet as of December 31, 1994, and the statements of consolidated earnings and cash flows for the three month periods ended December 31, 1994 and 1993, have been prepared by the Company, without audit. The September 30, 1994 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, 1994, and the results of its operations for the three months ended December 31, 1994 and 1993, 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 1994 annual report on Form 10-K and should be read in conjunction with the Notes to Consolidated Financial Statements therein. The statements of consolidated earnings for the three month period ended December 31, 1994 is not necessarily indicative of the results to be expected for other interim periods or for the full year. PART I - ITEM 2 WOODWARD GOVERNOR COMPANY AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The first quarter of fiscal year 1995 has been a very active time for the company. Net billings for products and services delivered to customers increased $16,489,000 from $73,940,000 to $90,429,000, a 22% increase. Costs and expenses increased $15,916,000, or 23% from $69,052,000 in 1994 to $84,968,000 this year. Net earnings increased 16% from $2,786,000 in the first quarter of last year to $3,222,000 this year. Earnings per share are $1.10 for the first quarter this year compared to $0.94 last year. First quarter results this year include almost $5,000,000 of additional sales from companies acquired last year as well as the operating costs and expenses of these companies. Over $7,000,000 of net billings were recognized in the first quarter of this year for reimbursement of non-recurring engineering charges. Costs and expenses include $2,800,000 for an early retirement program offered at domestic plants and severance costs related to the move of the Hydraulic Turbine Controls business unit. As noted earlier, much has happened in the first quarter. The restructuring discussed in the annual report is proceeding as planned. The acquisitions from last year have been fully integrated within the company's operations. On November 23, the company announced its intent to move the Hydraulic Turbine Controls business unit from Stevens Point, Wisconsin, to the Colorado plants. When we initially announced our decision to close the Stevens Point plant, the Hydro operations were to remain in Stevens Point. After additional analysis and comparison of operating costs, the decision was made to relocate the business unit to utilize services and facilities already in place in the Turbomachinery Controls business unit in Colorado. The company anticipates it will incur costs of approximately $2,500,000 throughout this year for the Hydro move. This expense includes relocating members and moving equipment relating to the Hydro business to Colorado. In the annual report, we mentioned a claim that had been initiated with a major customer. This dispute was resolved in the first quarter. Shipments of the Aircraft Controls group were $44,065,000 in the first quarter of this year, compared to $31,924,000 last year. Shipments from the newly-acquired HSC Controls Inc. and the non-recurring engineering charges represented $10,000,000 of the increase. Without these items, aircraft control shipments increased over 6% from last year. Industrial Controls group shipments were up over 10% from last year, with total shipments of $46,364,000 compared to $42,016,000 last year. Half of this increase is due to the acquisitions in Germany. Domestic shipments of Industrial Controls are up over 2% from last year. Shipments from the overseas business units, other than the acquisitions, are up almost $1,500,000, or over 8% from last year. Cash and cash equivalents decreased to $8,709,000 at December 31, 1994 from $10,272,000 at September 30, 1994. Inventories increased from $80,272,000 at September 30, 1994 to $84,913,000 at December 31, 1994. Property, plant and equipment-net has decreased due to depreciation being greater than the capital expenditures. Short-term borrowings have been reduced from $24,674,000 at September 30, 1994 to $14,764,000 at December 31, 1994. Accounts payable and accrued expenses increased from $37,972,000 at September 30, 1994 to $47,513,000 due in part to accruals for the early retirement program and severance costs for the Hydro relocation. Currency translation adjustment decreased from September 30, 1994 as a result of fluctuations in exchange rates. On a sad note, Cal Covert, Chairman of the Board, passed away on December 1, 1994. Cal had been part of this company since 1942 and Chairman since 1976. Under Cal's leadership, the company expanded both domestically and internationally. Cal was active in local, state and national issues and was the only Chairman that many members had known. At a special meeting on January 10, 1995, the Board of Directors elected John Halbrook to the position of Chairman of the Board. The company's effective tax rate for the three months ended December 31, 1994 and 1993 was 41.0% and 43.0% respectively. The effective tax benefit for the fiscal year ended September 30, 1994 was 37.0%. PART II - OTHER INFORMATION Item 4(c) At the January 11, 1995 annual meeting of the shareholders, the only item submitted to a vote 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 Vern Cassens 2,648,220 77,586 None Carl J. Dargene 2,651,576 74,230 None Thomas W. Heenan 2,650,377 75,429 None In addition, broker non-votes totalled 128,034.
Item 6(b) No Form 8-K was filed for the quarter ended December 31, 1994. 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 13, 1995 /s/ John A. Halbrook John A. Halbrook, Chairman, Chief Executive Officer and President February 13, 1995 /s/ Vern H. Cassens Vern H. Cassens, Senior Vice President, Treasurer, and Chief Financial Officer EX-27 2
5 3-MOS SEP-30-1995 DEC-31-1994 4711 3998 72958 3110 84913 184427 289284 168864 323935 68260 32583 190 0 0 193623 323935 90429 90429 64524 82285 1825 0 858 5461 2239 3222 0 0 0 3222 1.10 1.10
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