-----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, WWpAE+mQyPITxpZPoaspEpw/pZpZ/+66YPmXDrX2zBaAcG3ZYu+/yFfp53Gy9hLx 7vQ9u7DLAqTDH4taAX2snA== 0000950144-99-005006.txt : 19990429 0000950144-99-005006.hdr.sgml : 19990429 ACCESSION NUMBER: 0000950144-99-005006 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990421 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990428 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COLTEC INDUSTRIES INC CENTRAL INDEX KEY: 0000201493 STANDARD INDUSTRIAL CLASSIFICATION: MISC INDUSTRIAL & COMMERCIAL MACHINERY & EQUIPMENT [3590] IRS NUMBER: 131846375 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-07568 FILM NUMBER: 99602985 BUSINESS ADDRESS: STREET 1: 3 COLISEUM CENTRE STREET 2: 2550 WEST TYVOLA ROAD CITY: CHARLOTTE STATE: NC ZIP: 28217 BUSINESS PHONE: 7044237000 MAIL ADDRESS: STREET 1: 3 COLISEUM CENTRE STREET 2: 2550 WEST TYVOLA ROAD CITY: CHARLOTTE STATE: NC ZIP: 28217 FORMER COMPANY: FORMER CONFORMED NAME: COLT INDUSTRIES INC DATE OF NAME CHANGE: 19900913 FORMER COMPANY: FORMER CONFORMED NAME: PENN TEXAS CORP DATE OF NAME CHANGE: 19680318 FORMER COMPANY: FORMER CONFORMED NAME: FAIRBANKS WHITNEY CORP DATE OF NAME CHANGE: 19680318 8-K 1 COLTEC INDUSTRIES INC FORM 8-K 4/21/1999 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): April 21, 1999 COLTEC INDUSTRIES INC (Exact Name of Registrant as Specified in Charter) Pennsylvania 1-7568 13-1846375 (State or Other (Commission (IRS Employer Jurisdiction of File Number) Identification No.) Incorporation) 3 Coliseum Centre 2550 West Tyvola Road Charlotte, North Carolina 28217 (Address of Principal Executive Offices)(Zip Code) Registrant's telephone number, including area code: (704) 423-7000 N/A (Former Name or Former Address, If Changed Since Last Report) 2 ITEM 5. OTHER EVENTS On April 21, 1999, Coltec Industries Inc issued a press release announcing its earnings for the first fiscal quarter of 1999. A copy of such press release is filed as Exhibit 99.1 hereto and incorporated by reference herein. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (a) Financial Statements None. The financial statements included in this report are not required to be filed as part of this report. (b) Pro Forma Financial Information None. (c) Exhibits Exhibit 99.1 Press Release dated April 21, 1999, titled "Coltec Industries reports record first quarter as earnings per share increase 11%; cash flow exceeds $27 million." 2 3 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 hereunto duly authorized. COLTEC INDUSTRIES INC (Registrant) Date: April 28, 1999 By: /s/ Robert J. Tubbs ------------------------------------ Robert J. Tubbs Executive Vice President, General Counsel and Secretary 3 EX-99.1 2 PRESS RELEASE DATED 4/21/1999 1 [COLTEC LETTERHEAD] For immediate release COLTEC INDUSTRIES REPORTS RECORD FIRST QUARTER AS EARNINGS PER SHARE INCREASE 11%; CASH FLOW EXCEEDS $27 MILLION CHARLOTTE, N.C., APRIL 21, 1999 -- For the first quarter, Coltec Industries Inc (NYSE:COT) reported $.42 in earnings per share, an increase of 11%, compared to $.38 in the year-ago quarter. Net income in the quarter was $27 million versus $25 million last year and free cash flow from operations exceeded $27 million. These results marked the eleventh consecutive quarter of double-digit earnings growth consistent with, or in excess of, analyst expectations. In commenting on the results, John W. Guffey, Jr., Coltec's chairman and chief executive officer, said, "We continued to achieve double-digit earnings growth, improve our superior operating margins, and surpass expectations for free cash flow. Our aerospace segment reported strong sales and profit growth and our industrial segment generated operating margins in excess of 19% despite one of the most challenging manufacturing environments in recent years. Our first-quarter performance gives us a good foundation to achieve over $100 million in free cash flow for 1999." In the Aerospace Segment, revenues increased 15% and operating income rose 17%. The results reflect increased shipments of landing gear systems for Boeing's Next-Generation 737 aircraft and higher profits at the landing gear overhaul and maintenance business. The crew seat business achieved significantly higher results due to after-market orders, while the engine component businesses achieved strong growth and improved margins reflecting increased demand for regional jets, higher productivity, and the positive impact of new programs and mix changes. Page 1 of 2 2 PR 99-012, COLTEC REPORTS RECORD FIRST QUARTER: EPS UP 11%; CASH FLOW EXCEEDS $27 MILLION In the Industrial Segment, sales increased slightly and operating income rose 5%, excluding Holley which was included in last year's first quarter results but divested shortly afterwards. Significantly less favorable economic conditions in key markets, including oil and gas, agriculture, steel, pulp and paper, and chemicals affected sales and profits in the industrial segment. Coltec Industries is a leading producer of landing gear, industrial sealing systems, and other highly engineered products for aerospace and industrial applications. The company, which has its headquarters in Charlotte, North Carolina, expects to complete its merger with The BFGoodrich Company in the second quarter. The new company will have revenues approaching $6 billion and leading positions in aerospace systems, performance materials, and industrial products. This press release contains various forward-looking statements. For a discussion of various factors that may cause Coltec's actual results to differ materially from those expressed in such forward-looking statements, see Coltec's 1998 Annual Report on Form 10-K as well as Coltec's 1999 filings with the Securities and Exchange Commission. ATTACHMENTS: Summary Consolidated Statements of Earnings Industry Segment Information Summary Consolidated Balance Sheets Cash Flow Statements ### Page 2 of 2 3 COLTEC INDUSTRIES AND SUBSIDIARIES SUMMARY CONSOLIDATED STATEMENTS OF EARNINGS (IN THOUSANDS, EXCEPT PER SHARE DATA)
THREE MONTHS ENDED ------------------------- APRIL 4 MARCH 29 1999 1998 ------------------------- Net sales $ 376,232 $ 374,441 Costs and expenses (320,287) (321,147) --------- --------- Operating income 55,945 53,294 Interest expense and other, net (12,380) (15,080) --------- --------- Earnings before income taxes, minority interest and extraordinary item 43,565 38,214 Income taxes (14,812) (12,993) Minority interest in net loss of subsidiaries (1,300) -- --------- --------- Net earnings $ 27,453 $ 25,221 --------- --------- Diluted earnings per share $ 0.42 $ 0.38 --------- --------- Diluted weighted average common and common stock equivalents 68,715 67,137 --------- ---------
4 COLTEC INDUSTRIES INC AND SUBSIDIARIES Industry Segment Information (in millions)
THREE MONTHS ENDED --------------------- APRIL 4 MARCH 29 1999 1998 --------------------- SALES: Aerospace $ 190.6 $ 166.1 Industrial 185.8 209.1 Intersegment elimination (0.2) (0.8) ------- ------- Total $ 376.2 $ 374.4 ------- ------- OPERATING INCOME: Aerospace $ 30.5 $ 26.1 Industrial 35.6 37.3 ------- ------- Total segments 66.1 63.4 Corporate unallocated (10.2) (10.1) ------- ------- Operating income $ 55.9 $ 53.3 ------- -------
5 COLTEC INDUSTRIES INC AND SUBSIDIARIES SUMMARY CONSOLIDATED BALANCE SHEETS (IN THOUSANDS)
APRIL 4 DECEMBER 31 Assets 1999 1998 ------ ----------- ----------- Current assets Cash and cash equivalents $ 31,031 $ 21,785 Accounts and notes receivable, net of allowance 173,290 148,185 Inventories 243,614 236,003 Deferred income taxes 24,721 20,464 Other current assets 13,078 15,612 ----------- ----------- Total current assets 485,734 442,049 Property, plant and equipment, net 303,980 306,642 Costs in excess of net assets, net 212,477 214,647 Other assets 105,313 92,310 ----------- ----------- $ 1,107,504 $ 1,055,648 ----------- ----------- LIABILITIES AND SHAREHOLDERS' EQUITY ------------------------------------ Current liabilities Current portion of long-term debt $ 5,831 $ 2,513 Accounts payable 104,161 91,595 Accrued expenses 191,053 171,084 Liabilities of discontinued operations 4,999 4,999 ----------- ----------- Total current liabilities 306,044 270,191 ----------- ----------- Long-term debt 558,584 580,092 Deferred income taxes 144,178 139,909 Other liabilities 90,103 85,490 Liabilities of discontinued operations 139,476 134,995 Company-obligated, mandatorily redeemable convertible preferred securities of subsidiary Coltec Capital Trust holding solely convertible junior subordinated debentures of the company 145,799 145,293 Shareholders' equity: Common stock 706 706 Capital surplus 644,850 643,615 Retained deficit (768,409) (795,356) Unearned compensation (3,051) (2,671) Accumulated other comprehensive income (22,848) (18,688) ----------- ----------- (148,752) (172,394) Less treasury shares (127,928) (127,928) ----------- ----------- (276,680) (300,322) ----------- ----------- $ 1,107,504 $ 1,055,648 ----------- -----------
6 COLTEC INDUSTRIES INC AND SUBSIDIARIES SUMMARY CONSOLIDATED STATEMENTS OF CASH FLOWS (IN THOUSANDS)
THREE MONTHS ENDED APRIL 4 MARCH 29 1999 1998 -------- --------- CASH FLOWS FROM OPERATING ACTIVITIES: Net earnings $ 27,453 $ 25,221 Adjustments to reconcile net earnings to cash provided by operating activities Depreciation and amortization 12,991 12,416 Deferred income taxes 12 6,016 Payment of liabilities of discontinued operations (1,199) (3,261) Foreign currency translation adjustment (4,160) (2,405) Other operating items (1,424) 880 Changes in assets and liabilities, net of effect from acquisitions and divestitures: Accounts and notes receivable (25,105) (18,969) Inventories (7,611) (9,184) Other current assets 2,534 3,748 Accounts payable 12,566 178 Accrued expenses and other 19,969 (4,535) -------- --------- Cash provided by operating activities 36,026 10,105 -------- --------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures (8,590) (15,005) Acquisition of businesses -- (81,312) -------- --------- Cash used in investing activities (8,590) (96,317) -------- --------- CASH FLOWS FROM FINANCING ACTIVITIES: Repayment of long-term debt (690) (14,035) Increase (decrease) in revolving facility, net (17,500) 110,500 Other -- (3,871) -------- --------- Cash provided by (used in) financing activities (18,190) 92,594 -------- --------- Increase in cash and cash equivalents 9,246 6,382 Cash and cash equivalents - beginning of period 21,785 14,693 -------- --------- Cash and cash equivalents - end of period $ 31,031 $ 21,075 -------- ---------
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