-----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, Qb7w/3gQs/CbpoesSDN7zxAhMp8sDBXAOY9RYD3NXD5dvOBYxfPPFA/1hdaxYC0t A7/m7LHzmBnUHyW4x2xdZA== 0000950138-04-000475.txt : 20040728 0000950138-04-000475.hdr.sgml : 20040728 20040728172939 ACCESSION NUMBER: 0000950138-04-000475 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20040728 ITEM INFORMATION: ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20040728 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GARDNER DENVER 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13215 FILM NUMBER: 04936823 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 FORMER COMPANY: FORMER CONFORMED NAME: GARDNER DENVER MACHINERY INC DATE OF NAME CHANGE: 19931221 8-K 1 form8k_072804.htm FORM 8K - JULY 28, 2004 Gardner Denver, Inc. Form 8K - July 28, 2004


UNITED STATES
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): July 28, 2004


GARDNER DENVER, INC.
(Exact name of Registrant as Specified in its Charter)


Delaware 1-13215 76-0419383
(State or Other Jurisdiction of (Commission (I.R.S. Employer
Incorporation or Organization) File Number) Identification No.)


1800 Gardner Expressway
Quincy, Illinois 62301
(Address of Principal Executive Office and Zip Code)

(217) 222-5400
(Registrant’s Telephone Number, Including Area Code)

Item 9.    Regulation FD Disclosure.

        On July 28, 2004, Gardner Denver, Inc. (the “Company”) issued a press release announcing the Company’s definitive agreement to acquire nash_elmo Holdings, LLC, a leading global manufacturer of industrial vacuum pumps. A copy of this press release is furnished with this report as Exhibit 99.1 to this Form 8-K and incorporated by reference herein.

         The information in this Item 9 and the exhibits attached hereto shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section, nor shall such information or exhibit be deemed incorporated by reference in any filing under the Securities Act of 1933 (the “Securities Act”) or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 12.    Results of Operations and Financial Condition.

        On July 28, 2004, the Company issued a press release announcing the Company’s earnings for the three and six months ended June 30, 2004, certain recent activities, and updated guidance as to results for 2004. A copy of this press release is furnished with this report as Exhibit 99.2 to this Form 8-K and incorporated by reference herein.

        The information in this Item 12 and the exhibits attached hereto shall not be deemed to be “filed” for the purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of such section, nor shall such information or exhibit be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.












–2–


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:   July 28, 2004 By:  /s/ Philip R. Roth
    Philip R. Roth
Vice President, Finance & CFO











–3–

EXHIBIT INDEX

Exhibit No.
Description

99.1 Gardner Denver, Inc. Press Release dated July 28, 2004 announcing the Company's definitive agreement to acquire nash_elmo Holdings, LLC.

99.2 Gardner Denver, Inc. Press Release dated July 28, 2004 announcing the Company's earnings for the three and six months ended June 30, 2004, certain recent activities, and updated guidance as to results for 2004.











–4–

EX-99.1 2 exh.htm PRESS RELEASE Gardner Denver Exhibit to Form 8K

EXHIBIT 99.1


PRESS RELEASE

FOR IMMEDIATE RELEASE


July 28, 2004 Contact: Philip R. Roth
Vice President, Finance and CFO
(217) 228-8205

GARDNER DENVER ANNOUNCES AGREEMENT TO ACQUIRE
NASH_ELMO HOLDINGS, LLC
Acquisition Complements Compressed Air Segment Product Offering and
Widens Global Presence

QUINCY, IL, (July 28, 2004) — Gardner Denver, Inc. (NYSE: GDI) announced today that it has signed a definitive agreement to acquire nash_elmo Holdings, LLC (“nash_elmo”), a leading global manufacturer of industrial vacuum pumps, for a purchase price of $223.5 million in cash. For the year ended December 31, 2003, nash_elmo’s revenues and earnings before tax were $212.4 million and $7.8 million, respectively. For the six months ended June 30, 2004, nash_elmo’s revenues and earnings before tax were $110.3 million and $5.6 million, respectively. For the trailing twelve months ended June 30, 2004, nash_elmo’s revenues and earnings before tax were $222.2 million and $9.7 million, respectively. Adjusted EBITDA (See Note 1 for definition and reconciliation) for the trailing twelve months ended June 30, 2004 was $27.0 million. Gardner Denver expects to finance the acquisition through a revised and expanded senior secured bank facility.

The company's primary manufacturing locations are located in Bad Neustadt and Nuremberg, Germany; Zibo, China; and Campinas, Brazil. nash_elmo also has other locations around the world to support sales, customer service, distribution, and the packaging of vacuum pump systems.

nash_elmo was formed through the 2002 combination of the operations of The Nash Engineering Company (based in Trumbull, CT) and elmo vacuum technology GmbH (based in Nuremberg, Germany). As a result of the 2002 combination, Boston-based Audax Private Equity has held the controlling ownership interest in nash_elmo. The Nash Engineering Company has retained a minority ownership interest in nash_elmo as a result of its contribution to the 2002 combination.

Ross Centanni, Chairman, President and Chief Executive Officer of Gardner Denver said, “We are very pleased at the prospect of adding the nash_elmo businesses to Gardner Denver. The Nash and elmo names are well-established in industrial vacuum applications, and the acquisition continues the global diversification of our revenue base. More than two-thirds of nash_elmo sales are to customers outside the United States. The liquid ring vacuum pump and side channel blower product lines, nash_elmo’s strengths, are complementary to the existing product portfolio of our Compressed Air Products segment. nash_elmo has a proven track record of successful international operations, with significant manufacturing operations on three continents. Consistent with our stated strategic goals, this acquisition would further expand the international scope of our business, permitting us to capitalize on greater opportunities to better serve customers on a global basis.”

The acquisition is expected to close during the third quarter of 2004. Closing is subject to customary closing conditions including the receipt of applicable regulatory approvals. There are certain non-recurring, non-cash adjustments required under accounting principles generally accepted in the U.S. (primarily the adjustment of inventory to fair value) that are expected to result in a mildly dilutive impact on Gardner Denver's net income in 2004, assuming a third quarter closing. This acquisition is expected to be accretive to earnings for years after 2004.

*****

Note 1

EBITDA consists of net income before provision for income taxes, interest expense and depreciation and amortization. EBITDA is not a measurement of financial performance or liquidity determined in accordance with accounting principles generally accepted in the United States and should not be considered as an alternative to net income, net cash provided by operating activities or other consolidated income or cash flow statement data prepared in accordance with generally accepted accounting principles. We present EBITDA because we believe it is frequently used by analysts, investors and other interested parties in the financial evaluation of companies in our industry, and we believe it provides useful information to investors. Our definition of EBITDA, however, may differ from the definition used by other companies. The adjusted EBITDA presented here also reflects the removal of items that are expected to be non-recurring. A reconciliation of nash_elmo's net income to adjusted EBITDA for the trailing twelve months ended June 30, 2004 is as follows (amounts in millions):

Net income   $     7 .2
Provision for income taxes  2 .5
Interest expense  4 .6
Depreciation and amortization  9 .1

   EBITDA  23 .4
Non-recurring restructuring charges  3 .3
Other non-recurring items (including management fees), net  0 .3

   Adjusted EBITDA  $    27 .0

*****

Gardner Denver, with 2003 revenues of $440 million ($578 million on a pro forma basis including Syltone), is a leading manufacturer of reciprocating, rotary and vane compressors and blowers for various industrial and transportation applications, pumps used in the petroleum and industrial markets and other fluid transfer equipment serving chemical, petroleum and food industries. Gardner Denver's news releases are available by visiting the Investor Relations page on the Company's website (www.gardnerdenver.com).

All of the statements in this release, 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 limitations, the expected effect on earnings from the acquisition. 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 complete the nash_elmo acquisition and identify, negotiate and complete possible future acquisitions; (2) the speed with which the Company is able to integrate acquisitions and realize the related financial benefits; (3) the ability to maintain and to enter into key purchasing, supply and outsourcing relationships; (4) the ability to effectively manage the transition of iron casting supply to alternate sources and the skill, commitment and availability of such alternate sources (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 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.

###

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MS>X4445)L%%%%`!1110`4444`%%%%`!1110`5D>)O"6D>,M.%AK5C'J%F'#^ M3+G&X=#P:UZ*:;3NB)PA5BX35T^C/.[?]GOX=6D\_DR)G\:]8HI*3CLS2I2IU;>TBG;NKG&?"[X M.>#O@OH/]C>#=$CT73BQ\/Z=XHTFZTS5;2.]L+J-H MIH9,X96&",CD<'J.:\8\)_L-?`_P1XE@U_1O`L5KJL$GFI,^HWNQYF4_ M0BO=Z*:E);,RGAZ-5WJ03?FD0265O-:-:R01O;,NPQ,H*E?3'I56Q\.:5ID_ BGV>FVMK-C&^&%4./J!6C12NS5PBVFUL%%%%(L****`/_V3\_ ` end EX-99.2 4 exh99-2.htm PRESS RELEASE Gardner Denver Exhibit to Form 8K

EXHIBIT 99.2


PRESS RELEASE

FOR IMMEDIATE RELEASE


July 28, 2004 Contact: Philip R. Roth
Vice President, Finance and CFO
(217) 228-8205

GARDNER DENVER, INC. REPORTS SECOND QUARTER EARNINGS PER SHARE OF $0.41:
Second Quarter Revenues Increase 47%, Net Income Increases 55% Compared to the Previous Year

QUINCY, IL, (July 28, 2004) – Gardner Denver, Inc. (NYSE:GDI) announced that revenues for the three months ended June 30, 2004 were $161.3 million, a 47% increase compared to the second quarter of the previous year. Net income for the three-month period of 2004 was $8.3 million, a 55% increase compared to the same period last year and a 26% increase compared to the three months ended March 31, 2004. Diluted earnings per share (DEPS) in the three-month period of 2004 were $0.41, up 24% from the same quarter a year ago.

CEO’s Comments Regarding Results

“I am very pleased with the second quarter results and the substantial increases in revenues and flow through earnings for our two segments both sequentially and compared to the prior year. In addition to the Syltone acquisition, a significant contributor to our success in the first half stems from increased demand for well stimulation pumps and related aftermarket parts and service in our fluid transfer segment. This increase in demand is directly correlated to rising U.S. land rig counts, which continue to increase,” stated Ross Centanni, Chairman, President and CEO.

“We also benefited from increased shipments of compressors and blowers due to improving demand in the U.S. and European industrial sectors combined with increased market penetration in South Africa and China, which continue to be primary targets for future sales growth. In addition to the top line growth, the Compressed Air Products segment also began to realize some benefits from the profitability programs initiated in the fourth quarter of 2003. These cost cutting and product rationalization measures helped improve this segment’s operating earnings as a percentage of revenues to 8.4%, despite a lower operating margin percentage from the portion of Syltone’s business included in the segment.”

“I am also pleased with the progress made to date on the integration of Syltone’s operations. During the second quarter, we began relocating production from the Syltone facility in Louisville, Kentucky to existing operations. Manufacturing of certain blower products were transferred from Louisville to our facility in Sedalia, Missouri and fluid transfer operations were moved to an existing Syltone facility in Houston, Texas. These actions reduced DEPS by approximately $0.01 in the second quarter and are expected to negatively impact DEPS by $0.01 to $0.02 in the second half of the year. We currently anticipate that this project will enhance DEPS on a recurring basis by $0.02 to $0.03 beginning in 2005.”

“Construction of the assembly and packaging facility in China is on schedule and will be operational by the end of the third quarter. We also recently invested significant capital and resources to integrate our businesses in Princeton, Illinois and Tampere, Finland on our common enterprise resource planning system. These projects and many others aimed at introducing new products, penetrating new markets and improving our operations, resulted in capital expenditures of nearly $9 million during the first half of 2004. We currently expect total capital expenditures for the year to be approximately $20 million.”

“I expect accelerated improvements to be achieved in the second half with our inventory reduction initiatives and cash flow generation. Managing our operating working capital will continue to be a primary challenge and focus for us if activity levels rise as we anticipate during the remainder of 2004.”

Outlook

Looking forward, Mr. Centanni stated, “I remain optimistic that the demand outlook for industrial products will continue to improve during the second half of 2004 as industrial production and capacity utilization in North America and Europe improve. We expect this to result in increased orders, revenues and profitability in our Compressed Air Products segment in the second half of the year. Current economic signs also point toward a sustained high level of oil and natural gas prices, which should allow us to maintain the current activity levels within our Fluid Transfer Products segment. We will continue to strategically position petroleum pump inventory to help secure orders requiring shorter lead times and increase our responsiveness to incremental demand. This approach proved beneficial in the first half of 2004 and will be critical to our success when demand for our drilling pumps trends upward.”

“Based on the current economic environment, our existing backlog and recent order trends, we expect DEPS to be approximately $0.38 to $0.42 for the third quarter of 2004 and $1.60 to $1.70 for the year. This guidance does not consider the potential mildly dilutive impact from the pending acquisition of nash_elmo Holdings, LLC, which was announced earlier today. We currently believe that Syltone will contribute approximately $0.13 to $0.18 to DEPS in 2004.”

Second Quarter Results

Revenues for the three-month period increased $51.9 million (47%) to $161.3 million compared to the same period of 2003. This increase is due to the acquisition of Syltone, ($37.5 million) as well as increased shipments of well stimulation pumps, pump parts, rotary screw compressors and positive displacement blowers. Compared to the same period of 2003, Compressed Air Products segment revenues increased $33.6 million (36%) to $126.0 million. This increase is due to the acquisition of Syltone ($25.8 million) combined with increased volumes of compressor and blower shipments in the U.S., Europe, South Africa and China. Changes in currency exchange rates also contributed to the increase. Fluid Transfer Products segment revenues for the three-month period increased $18.3 million (108%) to $35.3 million, compared to the same period of 2003, as a result of the acquisition of Syltone ($11.7 million) and increased sales of well stimulation pumps and pump parts.

Gross margin (defined as revenues less cost of sales) as a percentage of sales increased to 32.6% in the three-month period of 2004 from 30.4% in the prior year period. This increase was principally attributable to the increased revenues in both segments and the related positive impact of increased leverage of fixed and semi-fixed costs over a higher revenue base. The addition of Syltone also positively impacted gross margin percentage as Syltone’s gross margin percentage was higher than the Company’s previously existing businesses. Finally, favorable sales mix also contributed to the increase as the second quarter of 2004 included a higher percentage of aftermarket sales compared to the prior year.

Selling and administrative expenses increased $13.0 million (63%) in the three-month period of 2004 to $33.7 million from $20.7 million in the same period of 2003 primarily due to the acquisition of Syltone ($10.5 million). Changes in currency exchange rates and higher compensation and fringe benefit costs also contributed to this increase.

Operating earnings as a percentage of revenues for the Compressed Air Products segment were 8.4% for the three-month period of 2004, compared to 8.3% in the same period of 2003. This increase was primarily attributable to the positive impact of increased leverage of the segment’s fixed and semi-fixed costs over a higher revenue base. Cost savings and product rationalization efforts initiated in the fourth quarter of 2003 and favorable sales mix also contributed to this increase. These positive factors were partially offset by higher compensation and fringe benefit costs in 2004 and the incremental impact of Syltone, which had a lower operating margin percentage than the segment’s previously existing businesses. Fluid Transfer Products operating earnings as a percentage of revenues increased to 9.5% for the three-month period ended June 30, 2004, compared to 6.4% in the prior year period. This improvement in profitability 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 from businesses that existed prior to the Syltone acquisition increased $4.5 million in the second quarter of 2004 compared to the prior year period which represents 32% of the increase in revenues for these businesses.

Interest expense for the three-month period increased $0.3 million compared to the same period of 2003, due to higher average borrowings stemming from the Syltone acquisition and higher average rates.

Net income was $8.3 million ($0.41 DEPS) for the three-month period ended June 30, 2004, compared to $5.3 million ($0.33 DEPS) in the same period of 2003. This increase is primarily attributable to the same factors that resulted in higher operating earnings in each segment. These positive factors were partially offset by higher compensation and fringe benefit costs and a higher effective tax rate. The 2004 results reflect an effective tax rate of 34.0%, compared to 32.0% in the second quarter of 2003, primarily due to Syltone. The contribution of Syltone to net income during the second quarter of 2004 was not significant. Without the stock offering completed near the end of the first quarter of 2004, DEPS for the second quarter would have been $0.06 higher.

Six Months Results

Revenues for the first half of 2004 increased $104.8 million (50%) to $315.7 million compared to the same period of 2003. This increase is due to the acquisition of Syltone ($79.8 million) and increased shipments of well stimulation pumps, pump parts, rotary screw compressors and positive displacement blowers. Compressed Air Products segment revenues increased $69.4 million (39%) to $249.0 million, compared to the same period of 2003. This increase is primarily attributable to Syltone ($55.0 million) and increased shipments of compressors and blowers in the U.S., Europe, South Africa and China. Changes in currency exchange rates also contributed to this increase. Fluid Transfer Products segment revenues for the six-month period increased $35.5 million (113%) to $66.7 million compared to the prior year period. This increase is due to the acquisition of Syltone ($24.8 million) and increased volume of well stimulation pumps and pump parts shipments, partially offset by a decline in drilling pump shipments.

Net income was $14.8 million ($0.80 DEPS) for the six-month period ended June 30, 2004, compared to $8.9 million ($0.55 DEPS) in the same period of 2003. This increase is primarily attributable to higher revenues from each segment. Syltone and a foreign currency transaction gain recorded in the first quarter of 2004 also contributed approximately $1.0 million and $0.8 million, respectively. The foreign currency gain was 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. Changes in currency exchange rates also contributed approximately $0.4 million to net income during the first half of 2004. These positive factors were partially offset by higher compensation and fringe benefit costs and a higher effective tax rate. Without the stock offering completed near the end of the first quarter of 2004, DEPS for the first half would have been $0.06 higher.

During the first half of 2004, the Company generated cash from operations totaling $5.4 million, compared to $8.8 million in the prior year period. This change is primarily due to a less favorable change in operating working capital (excluding the impact of the Syltone acquisition) due to increased activity levels in both segments, partially offset by higher net income. Strategic positioning of certain petroleum pump inventory to minimize lead times and capture incremental demand also contributed to the increase in operating working capital.

Cautionary Statement Regarding Forward-Looking Statements

All of the statements in this release, 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, the statements made under the “CEO’s Comments Regarding Results” and “Outlook” sections. 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 complete the nash_elmo acquisition and identify, negotiate and complete possible future acquisitions; (2) the speed with which the Company is able to integrate acquisitions and realize the related financial benefits; (3) the ability to maintain and to enter into key purchasing, supply and outsourcing relationships; (4) the ability to effectively manage the transition of iron casting supply to alternate sources and the skill, commitment and availability of such alternate sources; (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 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.

Comparisons of the financial results for the three and six-month periods ended June 30, 2004 and 2003 follow.

Gardner Denver will broadcast, through a live webcast, its conference call to discuss second quarter earnings on Thursday, July 29, 2004 at 9:30 a.m. Eastern. This free webcast will be available in listen-only mode and can be accessed, for up to ninety days following the call, through the Investor Relations page on the Gardner Denver website (www.gardnerdenver.com) or on CCBN’s website (www.fulldisclosure.com).

Gardner Denver, with 2003 revenues of $440 million ($578 million on a pro forma basis including Syltone), is a leading manufacturer of reciprocating, rotary and vane compressors and blowers for various industrial and transportation applications, pumps used in the petroleum and industrial markets and other fluid transfer equipment serving chemical, petroleum and food industries. Gardner Denver’s news releases are available by visiting the Investor Relations page on the Company’s website (www.gardnerdenver.com).

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GARDNER DENVER, INC.
CONSOLIDATED STATEMENT OF OPERATIONS

(in thousands, except per share amounts and percentages)
(Unaudited)

  Three Months Ended
June 30,
    Six Months Ended
June 30,
   

   
   
  2004   2003   %
Change
  2004   2003   %
Change
 






Revenues   $ 161,297   $ 109,388   47   $ 315,725   $ 210,879   50  
Costs and Expenses: 
  Cost of sales  108,650   76,151   43   213,161   146,925   45  
  Depreciation and amortization  5,016   3,767   33   10,149   7,313   39  
  Selling and administrative  33,667   20,681   63   68,570   41,358   66  
  Interest expense  1,436   1,136   26   3,458   2,341   48  
  Other income, net  (12 ) (210 ) (94 ) (2,088 ) (97 ) N/M  




Income before income taxes  12,540   7,863   59   22,475   13,039   72  
Provision for income taxes  4,264   2,517   69   7,642   4,173   83  




Net income  $     8,276   $     5,346   55   $   14,833   $     8,866   67  




Basic earnings per share  $       0.42   $       0.33   27   $       0.82   $       0.55   49  




Diluted earnings per share  $       0.41   $       0.33   24   $       0.80   $       0.55   45  




Basic weighted average 
    number of shares outstanding  19,763   16,052       18,058   16,031  




Diluted weighted average
    number of shares outstanding
  20,141   16,260       18,447   16,214      




Shares outstanding as of 6/30  19,784   16,067              



GARDNER DENVER, INC.
BUSINESS SEGMENT RESULTS

(in thousands, except percentages)
(Unaudited)

  Three Months Ended
June 30,
    Six Months Ended
June 30,
   


  2004   2003   %
Change
  2004   2003   %
Change
 
 
 
 
 
 
 
 
Compressed Air Products 
   Revenues   $126,026   $92,443   36   $249,022   $179,629   39  
   Operating earnings  10,629   7,699   38   18,903   14,275   32  
   % of Revenues  8.4% 8.3%     7.6% 7.9%    
      Orders  129,617   81,726   59   269,290   174,861   54  
      Backlog  81,514   56,875   43   81,514   56,875   43  
  
Fluid Transfer Products 
   Revenues  35,271   16,945   108   66,703   31,250   113  
   Operating earnings  3,335   1,090   206   4,942   1,008   390  
   % of Revenues  9.5% 6.4%     7.4% 3.2%    
      Orders  41,438   13,713   202   77,802   34,442   126  
      Backlog  36,655   10,099   263   36,655   10,099   263  



CONDENSED BALANCE SHEET ITEMS
(in thousands, except percentages)
(Unaudited)

  6/30/04   3/31/04   %
Change
  12/31/03




Cash and equivalents  $  26,252   $  31,519   (17 ) $132,803
Receivables, net  119,471   111,977   7   81,345
Inventories, net  95,708   90,991   5   64,327
Current assets  252,560   245,481   3   287,809
                 
Total assets  677,007   669,600   1   589,733
                 
Short-term debt and cur. maturities  47,131   44,673   6   16,875
Current liabilities  171,873   168,420   2   100,956
Long-term debt, ex. cur. maturities  61,737   66,015   (6 ) 165,756
                 
Total liabilities  313,983   314,676     323,828
                 
Total stockholders' equity  363,024   354,924   2   265,905
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