-----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, TdKAGaN/Q1i8hOcBus3QoIBceVx9AE8kz5tosWH6YRLEW5efZvxwP5hKB1QV9XRs eQpNz7bmgrxo5oZQHtnlBw== 0000804151-96-000011.txt : 19960424 0000804151-96-000011.hdr.sgml : 19960424 ACCESSION NUMBER: 0000804151-96-000011 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960418 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19960423 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: IMO INDUSTRIES INC CENTRAL INDEX KEY: 0000804151 STANDARD INDUSTRIAL CLASSIFICATION: PUMPS & PUMPING EQUIPMENT [3561] IRS NUMBER: 210733751 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09294 FILM NUMBER: 96549815 BUSINESS ADDRESS: STREET 1: 1009 LENOX DR STREET 2: PO BOX 6550 CITY: LAWRENCEVILLE STATE: NJ ZIP: 08648-0550 BUSINESS PHONE: 6098967600 MAIL ADDRESS: STREET 1: 1009 LENOX DR STREET 2: PO BOX 6550 CITY: LAWRENCEVILLE STATE: NJ ZIP: 08648-0550 FORMER COMPANY: FORMER CONFORMED NAME: IMO DELAVAL INC DATE OF NAME CHANGE: 19890313 FORMER COMPANY: FORMER CONFORMED NAME: TRANSAMERICA DELAVAL INC /DE DATE OF NAME CHANGE: 19861207 8-K 1 FORM 8-K 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 18, 1996 Imo Industries Inc. (Exact name of registrant as specified in its charter) Delaware 1-9294 21-0733751 (State or other jurisdiction (Commission (I.R.S.Employer of incorporation) File Number) Identification No.) 1009 Lenox Drive, Building Four West Lawrenceville, New Jersey 08648 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code 609-896-7600 Not Applicable (Former name or address if changed since last report) IMO INDUSTRIES INC. Form 8-K Current Report Item 5. Other Events. In a press release dated April 18, 1996, the Registrant reported results of operations for the first quarter ended March 31, 1996. The information set forth in this Item 5 is qualified in its entirety by reference to the Registrant's press release announcing such information, which is filed herewith as an exhibit. Item 7. Exhibits. The following exhibit is being filed with this report: Exhibit No. Exhibit ____________ ___________________ 99 Press release dated April 18, 1996 by Imo Industries Inc. 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 hereto duly authorized. Imo Industries Inc. (Registrant) Date: April 22, 1996 By: /s/ WILLIAM M. BROWN William M. Brown Executive Vice President and Chief Financial Officer and Corporate Controller EX-99 2 PRESS RELEASE For additional information contact: R. A. Derr II Vice President & Treasurer Director, Investor Relations 609-896-7632 FOR IMMEDIATE RELEASE IMO INDUSTRIES REPORTS FIRST QUARTER RESULTS LAWRENCEVILLE, NJ, April 18, 1996 - Imo Industries Inc. (NYSE- IMD) today reported net income from continuing operations of $2.7 million or $.16 per share for the first quarter ended March 31, 1996, compared with $2.6 million or $.15 per share for the first quarter of 1995. Net income for the first quarter of 1996 was $2.7 million, or $.16 per share, compared with approximately $40 million or $2.29 per share reported for the first quarter of last year. Net income for the first quarter of 1995 included an estimated gain of $39.6 million from the sale of the Company's Turbomachinery business, $1 million in income from discontinued operations, and an extraordinary charge of $4.1 million. Segment operating income was $11.1 million, 8% higher than last year's first quarter. Sales in the first quarter totaled $99.4 million, up 4% from the first quarter of 1995. Bookings of $104 million in the first quarter were 3% ahead of last year. "The four core businesses that constitute the 'new Imo' -- Power Transmission, Pumps, Instrumentation and Morse Controls - -- all turned in strong performances for the quarter, with earnings showing significant improvement over fourth quarter 1995 results. Operating income was particularly strong at the Pumps and Instrumentation segments, compared to both last year's first and fourth quarters," said Donald K. Farrar, chairman and chief executive officer. "Previously announced plans to refinance the Company's domestic senior debt and all $220 million remaining subordinated debentures are currently proceeding on schedule, with completion expected before the end of the second quarter," Farrar reported. Citicorp Securities, Inc. and CS First Boston have been engaged to assist in this effort. A number of prospective buyers have been identified for the Roltra-Morse business, which the Company previously announced it intends to sell this year. Roltra-Morse, with headquarters in Turin, Italy, is a supplier of door, window and gearshift components to the European automotive industry, with annual sales of approximately $100 million. Also as previously announced, Imo continues to market the remaining portion of its Electro-Optical Systems business. Net proceeds from these sales will be used to further reduce debt. The Roltra-Morse and remaining Electro-Optical Systems businesses are accounted for as discontinued operations. "These actions represent the final steps in a program to focus the company on its core operations, strengthen its balance sheet and position the Company for profitable future growth," Farrar said. Power Transmission: Although the segments sales and operating income improved significantly from the 1995 fourth quarter, results were down as compared with the exceptionally strong first quarter of 1995. Sales of $23.7 million for the segment were down 9% compared to the first quarter of 1995. Operating income was $2.8 million, compared to $3.6 million in the first quarter of 1995. Pumps: Sales of $26.3 million were up 19% over last year's first quarter. Operating income of $3.5 million was 43% higher than last year. The segment is experiencing continued growth in its U.S. industrial markets and strong export demand, driven by projects in crude oil transfer, chemical processing, and power generation. The global marine market also has gained strength. Bookings for the quarter were 23% higher than last year's first quarter, increasing the backlog to $36 million, $5.6 million ahead of the comparable period of 1995. On March 31, 1996, Imo acquired the assets of its French licensee. The acquisition will increase pump sales in Europe by approximately $6 million annually. Instrumentation: Sales of $19.4 million were up 5% in the first quarter and operating income of $2.1 million was 25% ahead of last year, largely as a result of improvements at the segment's factory in Basingstoke, England. The turnaround continues to progress at the U.K. facility, which has now absorbed all the product lines previously manufactured at a German plant that was closed last year. First quarter 1996 bookings at the U.S. operation were 20% ahead of last year's first quarter, breaking records for both dollar volume and unit volume. Total bookings for the segment as a whole were $23.0 million, up 7% from last year's comparable quarter. Morse Controls: Sales of $30 million and operating income of $2.7 million were respectively 3% and 7% ahead of the same period last year. These increases resulted from the acquisition of RMH Controls, a Swedish manufacturer of specialized electronic controls, which was completed in December of 1995. Marine sales in the U.S. were slowed due to the late arrival of the spring pleasure boating season. "Looking ahead, we are confident that the four core businesses that form the 'new Imo' will continue to meet their operating objectives," said Farrar. "We are off to a strong start in 1996 as evidenced by the 10% increase in revenues and more than doubling of our segment operating income as compared with the last quarter of 1995." Imo Industries Inc. is a diversified manufacturer of pumps, fluid sensors, motion control products, and remote control systems, with operations worldwide. IMO INDUSTRIES INC. AND SUBSIDIARIES Condensed Consolidated Statements of Income (Amounts in thousands, except per share data) Three Months Ended March 31 (Unaudited) 1996 1995 (a) ________ _________ Net Sales (a) $ 99,412 $ 95,884 Gross Profit 31,882 30,894 Segment Operating Income (a) 11,110 10,300 Income From Continuing Operations Before Income Taxes and Extraordinary Item (a) 3,331 3,467 Income Taxes 627 881 Income From Continuing Operations Before Extraordinary Item 2,704 2,586 Discontinued Operations, Net of Taxes: (a)(b) Income from Operations --- 964 Estimated Gain on Disposal --- 39,613 --- 40,577 Extraordinary Item (c) --- (4,140) Net Income $ 2,704 $ 39,023 Earnings Per Share: Continuing Operations Before Extraordinary Item $ 0.16 $ 0.15 Discontinued Operations $ --- $ 2.38 Extraordinary Item $ --- $ (0.24) Net Income $ 0.16 $ 2.29 Average Shares Outstanding 17,085 17,015 Bookings: (a) Power Transmission $ 24,668 $ 26,559 Pumps 28,377 23,139 Instrumentation 22,968 21,517 Morse Controls 28,373 30,168 _________ _________ $ 104,386 $ 101,383 ========= ========= Backlog $ 87,414 $ 85,978 ========= ========= See attached notes. IMO INDUSTRIES INC. AND SUBSIDIARIES Segment Information and Financial Highlights Excludes Discontinued Operations (Dollars in thousands) Three Months Ended March 31 (Unaudited) 1996 1995 (a) --------- ---------- Net Sales: (a) Power Transmission $ 23,697 $ 26,115 Pumps 26,346 22,062 Instrumentation 19,350 18,479 Morse Controls 30,019 29,228 _________ _________ Total Net Sales 99,412 95,884 _________ _________ Segment Operating Income : (a) Power Transmission 2,766 3,608 Pumps 3,466 2,424 Instrumentation 2,145 1,718 Morse Controls 2,733 2,550 ________ ________ Total Segment Operating Income 11,110 10,300 Equity in Income of Unconsolidated Companies 25 25 Corporate Expense (1,231) (1,092) Net Interest Expense (b) (6,573) (5,766) _________ _________ Income From Continuing Operations Before Income Taxes and Extraordinary Item (a)(b) $ 3,331 $ 3,467 ========== =========== Memo: Income Before Interest, Taxes, Depreciation and Amortization (EBITDA): Income From Continuing Operations Before Income Taxes and Extraordinary Item $ 3,331 $ 3,467 Add Back: Interest Expense (b) 6,970 6,571 Depreciation and Amortization 3,517 3,731 ___________ __________ EBITDA $ 13,818 $ 13,769 =========== ========== See attached notes. IMO INDUSTRIES INC. AND SUBSIDIARIES (a) As shown on the Segment Information and Financial Highlights, the Company's Continuing Operations are comprised of the Power Transmission, Pumps, Instrumentation and Morse Controls business segments. The Company sold substantially all of its Electro-Optical Systems business segment and its Turbomachinery business segment in 1995. These business segments have been accounted for as discontinued operations and, accordingly, their operations are shown in the Condensed Consolidated Statements of Income as Discontinued Operations. On February 7, 1996, the Company announced a plan to sell its Roltra-Morse business. The sale of this business is expected to be completed in 1996. The sale of this business is being accounted for as a discontinued operation. Accordingly, its operations have been shown as Discontinued Operations. The 1995 amounts have been reclassified to conform to this presentation. (b) Total interest expense (before allocations to discontinued operations) of $8.7 million in the first quarter of 1996 decreased $1.5 million, or 15%, compared with the first quarter of 1995. Interest amounts included in income from continuing operations exclude interest allocated to the Discontinued Operations of $1.7 million and $3.7 million for the three months ended March 31, 1996 and 1995, respectively. The amounts allocated are included in income from operations of discontinued operations, net of taxes. Amounts indicated as net are net of interest income of $.4 million and $.8 million for the three months ended March 31, 1996 and 1995. (c) The three months ended March 31, 1995 include an extraordinary charge of $4.1 million after tax ($.24 per share), representing the non-cash write-off of previously deferred loan costs in connection with the early extinguishment of debt. ### -----END PRIVACY-ENHANCED MESSAGE-----