-----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, WmSbzpiKew5ZIZMHa9/UiU845UE9IX38SDrnEnXiQnXRtg/h9bvR7PhTlZzU9u0/ B9Fcb0pjqqa3xHH+UlDjZw== 0000950114-96-000197.txt : 19960813 0000950114-96-000197.hdr.sgml : 19960813 ACCESSION NUMBER: 0000950114-96-000197 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19960630 FILED AS OF DATE: 19960812 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: GARDNER DENVER MACHINERY INC CENTRAL INDEX KEY: 0000916459 STANDARD INDUSTRIAL CLASSIFICATION: GENERAL INDUSTRIAL MACHINERY & EQUIPMENT [3560] IRS NUMBER: 760419383 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-23654 FILM NUMBER: 96608856 BUSINESS ADDRESS: STREET 1: 1800 GARDNER EXPRESSWAY STREET 2: P O BOX 528 CITY: QUINCY STATE: IL ZIP: 62301 BUSINESS PHONE: 2172225400 MAIL ADDRESS: STREET 1: 1800 GARDNER EXPRESSWAY STREET 2: P O BOX 528 CITY: QUINCY STATE: IL ZIP: 62301 10-Q 1 GARDNER DENVER MACHINERY INC. FORM 10-Q 1 FORM 10-Q SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 1996 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 0-23612 GARDNER DENVER MACHINERY INC. (Exact Name of Registrant as Specified in its Charter) DELAWARE 76-0419383 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 1800 GARDNER EXPRESSWAY QUINCY, ILLINOIS 62301 (Address of Principal Executive Offices and Zip Code) (217) 222-5400 (Registrant's Telephone Number, Including Area Code) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirement for the past 90 days. Yes X No ------- ------- Number of shares outstanding of the issuer's Common Stock, par value $.01 per share, as of August 9, 1996: 4,890,073 shares. =============================================================================== 2 PART I FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS. GARDNER DENVER MACHINERY INC. CONSOLIDATED STATEMENT OF OPERATIONS (dollars in thousands, except per share amounts) (Unaudited)
THREE MONTHS ENDED JUNE 30, 1996 1995 ------- ------- Revenues $48,914 $49,215 Costs and expenses: Cost of sales (exclusive of depreciation and amortization) 33,976 35,364 Depreciation and amortization 1,911 2,153 Selling and administrative expenses 6,278 5,852 Interest expense 500 1,351 Loss on investment in and advances to affiliate 98 - ------- ------- Income before income taxes 6,151 4,495 Provision for income taxes 2,460 2,023 ------- ------- Net income $3,691 $2,472 ======= ======= Earnings per share $0.73 $0.51 ======= ======= - ------------------ The accompanying notes are an integral part of this statement.
2 3 GARDNER DENVER MACHINERY INC. CONSOLIDATED STATEMENT OF OPERATIONS (dollars in thousands, except per share amounts) (Unaudited)
SIX MONTHS ENDED JUNE 30, 1996 1995 ------- ------- Revenues $97,483 $99,189 Costs and expenses: Cost of sales (exclusive of depreciation and amortization) 67,532 70,421 Depreciation and amortization 3,798 4,321 Selling and administrative expenses 12,375 12,102 Interest expense 1,094 2,757 Loss on investment in and advances to affiliate 98 - ------- ------- Income before income taxes 12,586 9,588 Provision for income taxes 5,034 4,315 ------- ------- Net income $7,552 $5,273 ======= ======= Earnings per share $1.50 $1.09 ======= ======= - ------------------ The accompanying notes are an integral part of this statement.
3 4 GARDNER DENVER MACHINERY INC. CONSOLIDATED BALANCE SHEET (dollars in thousands, except per share amounts)
(Unaudited) JUNE 30, DECEMBER 31, 1996 1995 ----------- -------- ASSETS Current Assets: Cash and cash equivalents $ 7,511 $ 1,869 Receivables, net 35,537 39,933 Inventories, net 40,726 46,318 Deferred income taxes 191 - Other 1,174 2,217 -------- -------- Total current assets 85,139 90,337 -------- -------- Plant and equipment, net 30,436 32,184 Intangibles, net 41,973 43,050 Deferred income taxes 17,838 17,808 Investment in and advances to affiliate 722 - Other assets 757 872 -------- -------- Total assets $176,865 $184,251 ======== ======== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Current maturities of long-term debt $ 1,147 $ 1,441 Accounts payable and accrued liabilities 29,335 29,675 Deferred income taxes - 486 -------- -------- Total current liabilities 30,482 31,602 -------- -------- Long-term debt, less current maturities 24,237 36,661 Postretirement benefits other than pensions 57,913 60,108 Other long-term liabilities 499 646 -------- -------- Total liabilities 113,131 129,017 -------- -------- Stockholders' equity: Common stock, $.01 par value; 50,000,000 shares authorized; 4,877,804 shares issued and outstanding at June 30, 1996 49 48 Capital in excess of par value 134,145 133,175 Retained deficit (70,437) (77,989) Cumulative translation adjustment (23) - -------- -------- Total stockholders' equity 63,734 55,234 -------- -------- Total liabilities and stockholders' equity $176,865 $184,251 ======== ======== The accompanying notes are an integral part of this statement.
4 5 GARDNER DENVER MACHINERY INC. CONSOLIDATED STATEMENT OF CASH FLOWS (dollars in thousands) (Unaudited)
SIX MONTHS ENDED JUNE 30, 1996 1995 -------- ------- Cash flows from operating activities: Net income $ 7,552 $ 5,273 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 2,652 3,283 Amortization 1,146 1,038 Loss on investment in and advances to affiliate 98 Stock issued for employee benefit plans 614 621 Deferred income taxes (707) (579) Changes in assets and liabilities: Receivables, net 4,396 (4,213) Inventories, net 5,592 2,991 Accounts payable and accrued liabilities (340) 2,012 Other assets and liabilities, net (1,253) (2,265) -------- ------- Net cash provided by operating activities 19,750 8,161 -------- ------- Cash flows from investing activities: Capital expenditures (1,042) (1,072) Disposals of plant and equipment 138 36 Investment in and advances to affiliate (843) - -------- ------- Net cash used for investing activities (1,747) (1,036) -------- ------- Cash flows from financing activities: Principal payments on long-term debt (12,718) (8,720) Proceeds from stock options 357 15 -------- ------- Net cash used for financing activities (12,361) (8,705) -------- ------- Increase (decrease) in cash and cash equivalents 5,642 (1,580) -------- ------- Cash and cash equivalents, beginning of period 1,869 3,330 -------- ------- Cash and cash equivalents, end of period $ 7,511 $ 1,750 ======== ======= The accompanying notes are an integral part of this statement.
5 6 NOTES TO FINANCIAL STATEMENTS NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES. Basis of Presentation. The accompanying financial statements include the accounts of Gardner Denver Machinery Inc. ("Gardner Denver" or the "Company") and its majority-owned subsidiaries. All transactions between Gardner Denver Machinery Inc. and its majority-owned subsidiaries 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 consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and do not include all of the information and the footnotes required by generally accepted accounting principles for complete statements. In the opinion of management, all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of such financial statements, have been included. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. These consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto for the year ended December 31, 1995 contained in the Company's 1995 Annual Report to Stockholders. Interest Rate Swap Agreements. The interest differential to be paid or received under these agreements is accrued as the interest rates change, and is recognized over the life of the agreements. See Note 6 in this document for additional information on these agreements. Investment in and Advances to Affiliate. The Company uses the equity method of accounting for its 25% interest in GVM Gesellschaft fur Schraubenverdichter und Schraubenmotorentechnologie mbH ("GVM"). Due to losses incurred to date by GVM, consolidated retained earnings of the Company do not include any undistributed earnings from GVM accounted for by the equity method at June 30, 1996. There were no equity investments in GVM at December 31, 1995. For additional information regarding the investment in and advances to GVM, see Note 7. NOTE 2. INCOME TAXES. In the first six months of 1996 and 1995, the Company paid $5.4 million and $1.0 million, respectively to the various taxing authorities and recognized $5.0 million and $4.3 million, respectively in tax expense. In addition, during the first quarter of 1996, the Company received $2.3 million in tax refunds from an overpayment of federal income taxes in the fourth quarter of 1995. 6 7 NOTE 3. INVENTORIES.
June 30 December 31, 1996 1995 -------- -------- Raw Materials $ 7,434 $ 7,398 Work-in-process 7,187 6,702 Finished goods, including parts and subassemblies 44,753 47,334 Perishable tooling and supplies 3,096 3,096 -------- -------- 62,470 64,530 Excess of current standard costs over LIFO costs (13,541) (10,606) Excess and slow-moving inventory (8,203) ( 7,606) -------- -------- Total net inventories $ 40,726 $ 46,318 ======== ========
NOTE 4. LONG-TERM DEBT AND OTHER BORROWING ARRANGEMENTS. Long-term debt at June 30, 1996 consisted of certain industrial revenue bonds and other notes due between 1997 and 2001, as well as $23 million from a $65 million credit facility entered into on November 30, 1995. Proceeds from this three-year, unsecured, revolving loan were used to repay a secured term loan and revolving line of credit, and to provide for general corporate purposes. At June 30, 1996, $42 million remained available for additional borrowings. The revolving loan will mature on November 30, 1998. Maturities of long-term debt for the five years subsequent to June 30, 1996 are $1.1 million for 1997; $0.3 million for 1998; $23.3 million for 1999; $0.3 million for 2000; and $0.3 million for 2001. Total interest expense during the first six months of 1996 and 1995 totaled $1.1 and $2.8 million respectively. Interest paid for each period was not materially different from the amount expensed. NOTE 5. EARNINGS PER SHARE. Earnings per share were calculated for the three month and six month periods ended June 30, 1996 based on 5,084,382 and 5,047,671 weighted average shares outstanding for each period respectively, while earnings per share for the three and six month periods ended June 30, 1995 were calculated based on 4,877,416 and 4,826,844 weighted average shares outstanding respectively. NOTE 6. INTEREST RATE SWAP AGREEMENTS. At June 30, 1996, the Company had two interest rate swap agreements with a commercial bank (the "Counter Party") outstanding, having a cumulative notional principal amount of $30 million. The swaps provide an average fixed LIBOR rate of 6%. One interest rate swap terminates in November 1996 and the second in November 1997. The Counter Party has an option to extend either, or both agreements for one additional year each. The Company is exposed to credit loss in the event of 7 8 nonperformance by the Counter Party to the interest rate swap agreements. However, the Company does not anticipate such nonperformance. NOTE 7. INVESTMENT IN AND ADVANCES TO AFFILIATE. On February 13, 1996 the Company exercised an option to purchase 25% of the common stock in GVM, a privately held German company. The investment is accounted for using the equity method. As part of the agreement, the Company has committed to loan GVM a total of $0.9 million over the remainder of 1996. As of June 30, 1996, the Company has loaned its affiliate $0.6 million of this commitment. The agreement specifies the payment of market interest rates and the re-payment of the loan at the end of five years. The loan is included in Investment in and Advances to Affiliate. The Company has an option to acquire an additional 24% of GVM's aggregate authorized capital by converting part of its claim to any payments of principal and accrued interest under the loan into such capital interest. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. RESULTS OF OPERATIONS. Revenues For both the three and six month periods ended June 30, 1996, revenues for compressor products have remained consistent with the comparable periods of 1995, adjusted to exclude nonrecurring revenues. Revenues for petroleum products have increased significantly in the three and six month periods of 1996, compared to the comparable periods of 1995, due to incremental demand resulting from the impact of higher prices of oil and natural gas on drilling activity. For the six months ended June 30, 1996, revenues were $97.5 million compared to $99.2 million in the same period of 1995. Revenues in the first half of 1995 included approximately $3.9 million from sales of castings and drilling components which did not recur in 1996 since the Company's foundry and drilling components product line were sold in the fourth quarter of 1995. Excluding sales of castings and drilling components, revenues increased approximately $2.2 million (2%) for the six month period of 1996 compared to the same period of 1995. Revenues in the Compressed Air Products segment, excluding sales of castings, increased approximately 1% from $84.9 million for the six month period of 1995 to $85.6 million for the comparable period of 1996. Excluding drilling components, Petroleum Products segment revenues increased approximately 14% from $10.4 million for the six month period of 1995 to $11.9 million for the comparable period of 1996. Revenues in the second quarter of 1996 were $48.9 million compared to $49.2 million in the same quarter of 1995. Revenues in the second quarter of 1995 included approximately $2.0 million from sales of castings and drilling components which did not recur in 1996. Excluding 1995 casting and drilling components sales, revenues in the second quarter of 1996 increased approximately $1.7 8 9 million (4%) from the same period in 1995. Excluding castings, revenues for the Compressed Air Products segment rose approximately 1% from $42.1 million in the second quarter of 1995 to $42.3 million in the same period of 1996. Petroleum Products segment revenues, excluding drilling components, increased approximately 29% from $5.1 million in the second quarter of 1995 to $6.6 million in the comparable quarter of 1996. Sequentially, revenues in the second quarter of 1996 increased $0.3 million, or 1% from the first quarter of 1996. The Compressed Air Products segment revenue decreased $1.0 million (2%) in the second quarter compared to the first quarter of 1996 due to decreased production levels in various industrial markets, as evidenced by the decreased capacity utilization rates in manufacturing, and lower levels of aftermarket sales. The Petroleum Products segment revenue increased $1.3 million (25%) in the second quarter compared to the first quarter of 1996, due to an increase in drilling activity related to higher prices for natural gas. Costs and Expenses Gross margins (defined as sales less cost of sales exclusive of depreciation and amortization) for the six month period of 1996 increased $1.2 million (4%) to $30.0 million from $28.8 million in the same period of 1995, despite the reduction in revenues. Gross margin as a percentage of sales improved to 30.7% in the six month period of 1996 from 29.0% in the same period of 1995. If adjusted to exclude castings and drilling components sales, which generate below average margins, the gross margin percentage for the six month period of 1995 would have been 29.7%. For the second quarter of 1996 the gross margin percentage improved to 30.5% from 28.1% in the second quarter of 1995 (28.6% adjusted to exclude casting and drilling components sales). The improvement for both the six month period and the quarter is indicative of the combined effect of previously completed cost reduction efforts and manufacturing process improvements. The results for the first quarter of 1996 also included increased revenues from aftermarket sales which generated higher incremental gross margin than unit sales. Gross margin for the second quarter of 1996 decreased slightly from that of the first quarter of 1996, primarily as a result of the relative decrease in revenues from aftermarket sales in the second quarter in comparison to the first. Depreciation and amortization decreased 12% to $3.8 million in the first six months of 1996, compared with $4.3 million for the same period of 1995. For the second quarter, depreciation and amortization decreased 11% to $1.9 million in 1996, compared to $2.1 million in 1995. The decrease in each period was primarily a result of the disposal of the foundry assets upon the completion of the sale in 1995. An expense reduction also results from existing assets becoming fully depreciated. For both the six and three month periods, depreciation and amortization expense as a percentage of revenues decreased from approximately 4.4% in 1995 to 3.9% in 1996 due to the effect of lower depreciation expense discussed above. Selling and administrative expenses increased in the first six months of 1996 by 2% to $12.4 million from $12.1 million in the same period of 1995. As a percentage of revenues, selling and 9 10 administrative expenses for the six months increased to 12.7% in 1996 from 12.2% in 1995. For the second quarter, selling and administrative expenses increased 7% to $6.3 million in 1996 from $5.9 million for the same period of 1995. As a percentage of revenues, selling and administrative expenses for the second quarter increased to 12.8% in 1996 from 11.9% in 1995. The increases in selling and administrative expenses for the three and six month periods are partially due to higher manpower levels and related travel and training expenses since the Company operated with several employment openings in the previous year. Additionally, increased professional fees resulted during the analysis and negotiations associated with the pending acquisitions of TCM Investments, Inc. and NORAMPTCO, Inc.. During the second quarter of 1996, the Company recognized its proportionate share ($0.1 million) of the losses incurred by GVM as a loss on investment in and advances to affiliate. For additional information on this investment, refer to Notes 1 and 4 of the Notes to Financial Statements contained in this document. Interest expense decreased $1.7 million (60%) to $1.1 million for the six month period of 1996 compared to the same period of 1995, due to a significantly lower debt level and reduced interest rates in effect during 1996 compared to 1995. During the second quarter of 1996, interest expense decreased $0.9 million (63%) compared to the same period in 1995, for the same reasons. In November 1995, the Company executed a new credit facility which reduced its effective interest rate by approximately 200 basis points. See Note 4 of the Notes to Financial Statements contained in this document for further information on the Company's borrowing arrangements. Compared to the same period of 1995, income before taxes increased $3.0 million (31%) in the first six months of 1996 to $12.6 million, primarily due to increased gross margin and depreciation and interest expense reductions. For the second quarter of 1996, income before taxes increased $1.7 million (37%) from the same period of 1995 to $6.2 million for the same reasons. Compared to 1995, provision for income taxes increased by $0.7 million to $5.0 million for the first six months of 1996, and by $0.4 million to $2.5 million for the second quarter of 1996, as a result of the increase in income before taxes. The Company's effective tax rate declined to 40% in 1996 from 45% in 1995, which reduced income taxes for the quarter by $0.3 million ($0.06 per share) compared to the previous year. For the six month period, the lower effective tax rate in 1996 decreased income taxes by $0.6 million ($0.12 per share) compared to 1995. The reduction in the tax rate is due to benefits generated through the Company's Foreign Sales Corporation (FSC) and other tax strategies. Net income for the six months ended June 30, 1996 increased $2.3 million (43%) to $7.6 million from $5.3 million for the same period in 1995 and increased $1.2 million (49%) to $3.7 million for the second quarter compared to 1995, for the reasons previously discussed. During the second quarter of 1996, net income declined $0.2 million (4%) compared to the first quarter of the year due to the increase in selling and administrative expenses and the loss on investment in and advances to affiliate. 10 11 LIQUIDITY AND CAPITAL RESOURCES Operating Working Capital During the six months ended June 30, 1996, operating working capital (defined as receivables plus inventories, less accounts payable and accrued liabilities) decreased $9.6 million to $46.9 million. Receivables decreased $4.4 million since the end of 1995, substantially due to the receipt of a federal income tax refund in the first quarter of 1996 and higher collections through increased use of progress payments. The refund resulted from an overpayment of taxes related to the timing of the sale of the drilling components product line and the associated inventory liquidation. Taxes were paid assuming that the inventory liquidation would not be consummated in 1995, but this sale was completed in late December. The $5.6 million decrease in inventories was a result of continued focus on improving inventory turnover and the shipment of several large orders in 1996 which had been manufactured in 1995 and held at the customer's request. Inventories also declined $2.1 million due to increased sales of petroleum products which are substantially from stock. Cash Flows During the six months ended June 30, 1996, the Company generated cash flows from operations totaling $19.8 million, an increase of $11.6 million (142%) over the comparable period in 1995. This substantial increase was primarily the result of the increased net income ($2.3 million) and the decreased operating working capital ($8.9 million) discussed previously. The cash flows enabled the Company to expend $1.0 million on capital expenditures, invest in a joint venture ($0.8 million), and repay $12.7 million of long-term debt principal, resulting in an increase in the cash balance of $5.6 million. Capital Expenditures and Commitments Capital projects to reduce product costs, improve product quality, increase manufacturing efficiency and operating flexibility or expand production capacity resulted in expenditures of $1.0 million in the first six months of 1996, which was not materially different than the level of capital expenditures in the comparable period in 1995. Commitments for capital expenditures at June 30, 1996 totaled $6.0 million, although management expects additional capital authorizations to be committed during the remainder of the year. SUBSEQUENT EVENTS During the second quarter, the Company announced the pending acquisitions of NORAMPTCO, Inc., a manufacturer of centrifugal blowers and exhausters with revenues of $41.3 million for the year ended January 31, 1996, and TCM Investments, Inc., ("TCM") a manufacturer and packager of well stimulation pumps and compressed natural gas compressors with revenues of $10.6 million for the year ended April 30, 1996. On August 9, 1996, the Company's purchase of NORAMPTCO, Inc. was completed. The Company anticipates the completion of the acquisition of TCM by August 31, 1996. 11 12 PENDING LITIGATION The Company is a defendant (together with Cooper) in a lawsuit alleging misappropriation of trade secrets and interference with contractual relations in connection with research and development of single screw design technology and its related manufacturing techniques. The suit requests $4.66 million in compensatory damages and an unspecified amount in punitive damages. As part of the spin-off of the Company from Cooper, the Company agreed to indemnify Cooper for losses incurred in this type of lawsuit. Although the extent of the liability, if any, remains unknown, management does not believe the ultimate resolution of this legal action will have a materially adverse impact on the results of operations or the financial condition of the Company. PART II - OTHER INFORMATION ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS The Company's Annual Meeting of Stockholders (the "Annual Meeting") was held pursuant to notice on May 7, 1996. At the Annual Meeting Donald G. Barger, Jr. and Michael J. Sebastian were elected to serve as directors for a three-year term expiring in 1999. There were 4,056,226 affirmative votes cast and 72,872 votes withheld concerning Mr. Barger's election as a director, and 4,055,628 affirmative votes cast and 73,470 votes withheld concerning Mr. Sebastian's election as a director. Two amendments to the Company's Long-Term Incentive Plan (the "Incentive Plan") were also approved at the Annual Meeting. There were 2,947,773 affirmative votes cast for the amendments, 611,201 votes against the amendments, 22,403 abstaining votes and 547,721 broker non-votes. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) List of Exhibits: 11.1 Computation of earnings per share for the three months ended June 30, 1996. 11.2 Computation of earnings per share for the six months ended June 30, 1996. 27.0 Financial Data Schedule (b) Reports on Form 8-K There were no reports on Form 8-K filed during the quarter ended June 30, 1996. 12 13 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. GARDNER DENVER MACHINERY INC. Date: August 9, 1996 By: /s/Ross J. Centanni -------------------------------- Ross J. Centanni President and Chief Executive Officer Date: August 9, 1996 By: /s/Philip R. Roth -------------------------------- Philip R. Roth Vice President, Finance and Chief Financial Officer 13 14 GARDNER DENVER MACHINERY INC. EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION 11.1 Computation of earnings per share for the three months ended June 30, 1996. 11.2 Computation of earnings per share for the six months ended June 30, 1996. 27.0 Financial Data Schedule.
14 EX-11.1 2 COMPUTATION OF EARNINGS PER COMMON SHARE 1 Exhibit 11.1 COMPUTATION OF EARNINGS PER COMMON SHARE (in thousands, except per share amounts)
THREE MONTHS ENDED JUNE 30, 1996 1995 ------ ------ Primary earnings Net Income $3,691 $2,472 ====== ====== Shares Weighted average number of common shares outstanding 4,866 4,747 Assuming conversion of options issued and outstanding 218 130 ------ ------ Weighted average number of common shares outstanding as adjusted 5,084 4,877 ====== ====== Primary earnings per common share $0.73 $0.51 ====== ====== Fully diluted earnings Net Income $3,691 $2,472 ====== ====== Shares Weighted average number of common shares outstanding 4,866 4,747 Assuming conversion of options issued and outstanding 225 183 ------ ------ Weighted average number of common shares outstanding as adjusted 5,091 4,930 ====== ====== Fully diluted earnings per common share $0.73 $0.50 ====== ====== This calculation is submitted in accordance with Securities Exchange Act of 1934 Release No. 9083 although not required by footnote 2 to paragraph 14 of APB Opinion No. 15 because it results in dilution of less than 3%.
15 EX-11.2 3 COMPUTATION OF EARNINGS PER COMMON SHARE 1 Exhibit 11.2 COMPUTATION OF EARNINGS PER COMMON SHARE (in thousands, except per share amounts)
SIX MONTHS ENDED JUNE 30, 1996 1995 ------ ------ Primary earnings Net Income $7,552 $5,273 ====== ====== Shares Weighted average number of common shares outstanding 4,847 4,734 Assuming conversion of options issued and outstanding 201 93 ------ ------ Weighted average number of common shares outstanding as adjusted 5,048 4,827 ====== ====== Primary earnings per common share $1.50 $1.09 ====== ====== Fully diluted earnings Net Income $7,552 $5,273 ====== ====== Shares Weighted average number of common shares outstanding 4,847 4,734 Assuming conversion of options issued and outstanding 221 119 ------ ------ Weighted average number of common shares outstanding as adjusted 5,068 4,853 ====== ====== Fully diluted earnings per common share $1.49 $1.09 ====== ====== This calculation is submitted in accordance with Securities Exchange Act of 1934 Release No. 9083 although not required by footnote 2 to paragraph 14 of APB Opinion No. 15 because it results in dilution of less than 3%.
16 EX-27.0 4 FINANCIAL DATA SCHEDULE
5 The schedule contains summary financial information extracted from the Consolidated Financial Statements of Gardner Denver Machinery Inc. for the year-to-date period ended June 30, 1996 and is qualified in its entirety by reference to such financial statements. 1,000 6-MOS DEC-31-1996 JAN-01-1996 JUN-30-1996 7,511 0 37,979 (2,442) 40,726 85,139 124,486 (94,050) 176,865 30,482 25,384 0 0 49 63,685 176,865 96,547 97,483 67,507 67,532 0 37 1,094 12,684 5,034 7,552 0 0 0 7,552 1.50 1.49
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