-----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, S3cyephO74TuzaQT0j7ebwAy/Zk/5LvrXXfi3f2a31eraNsQySDLfmJQ1+PTyQ8f CnPMMj7R7PPYoyFCpj6gUg== 0000950137-07-006015.txt : 20070425 0000950137-07-006015.hdr.sgml : 20070425 20070425164601 ACCESSION NUMBER: 0000950137-07-006015 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20070425 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070425 DATE AS OF CHANGE: 20070425 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: 07788085 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 c14501e8vk.htm CURRENT REPORT e8vk
 

 
 
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 25, 2007
Gardner Denver, Inc.
(Exact Name of Registrant as Specified in Its Charter)
         
Delaware   1-13215   76-0419383
         
(State or Other
Jurisdiction of
Incorporation)
  (Commission
File Number)
  (IRS Employer
Identification No.)
         
1800 Gardner Expressway
Quincy, Illinois
      62305
         
(Address of Principal Executive Offices)       (Zip Code)
(217) 222-5400
(Registrant’s Telephone Number, Including Area Code)
     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
     o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
     o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
     o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
     o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 


 

Item 2.02 Results of Operations and Financial Condition
     On April 25, 2007, Gardner Denver, Inc. (the “Company”) issued a press release announcing the Company’s results for the first quarter ended March 31, 2007 and guidance for diluted earnings per share for the second quarter and total year 2007 (the “Press Release”). A copy of the Press Release is furnished with this report as Exhibit 99.1 to this Form 8-K and incorporated by reference herein.
Item 7.01 Regulation FD Disclosure
     Effective January 1, 2007, the Company’s presentation of certain expenses within its consolidated statements of operations has been changed. Depreciation expense recorded in connection with the manufacture of the Company’s products sold during each reporting period is included in the caption “Cost of sales.” Depreciation and amortization expense not associated with the manufacture of the Company’s products is included in the caption “Selling and administrative expenses.” Depreciation and amortization expense was previously combined and reported in the caption “Depreciation and amortization.” The Company believes that this change in classification provides a more meaningful measure of its respective cost of sales and selling and administrative expenses. These reclassifications had no effect on reported consolidated income before income taxes, net income, per share amounts or reportable segment operating earnings. Unaudited reclassified consolidated statements of operations and the amounts reclassified for the four quarterly periods of the year ended December 31, 2006, and the years ended December 31, 2006, 2005 and 2004, are furnished as Exhibit 99.2 to this Current Report on Form 8-K and incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
             
 
           
 
    99.1     Gardner Denver, Inc. Press Release dated April 25, 2007
 
           
 
    99.2     Unaudited Reclassified Consolidated Statements of Operations and the amounts reclassified for the four quarterly periods of the year ended December 31, 2006, and the years ended December 31, 2006, 2005 and 2004

-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: April 25, 2007  By:   /s/ Tracy D. Pagliara    
    Tracy D. Pagliara   
    Vice President, Administration,
General Counsel and Secretary 
 

-3-


 

         
EXHIBIT INDEX
     
Exhibit No.   Description
 
   
99.1
  Gardner Denver, Inc. Press Release dated April 25, 2007
 
   
99.2
  Unaudited Reclassified Consolidated Statements of Operations and the amounts reclassified for the four quarterly periods of the year ended December 31, 2006, and the years ended December 31, 2006, 2005 and 2004

-4-

EX-99.1 2 c14501exv99w1.htm PRESS RELEASE exv99w1
 

(GARDNER DENVER LOGO)   Exhibit 99.1
PRESS RELEASE
FOR IMMEDIATE RELEASE
         
April 25, 2007
      Contact: Christian E. Rothe
 
                Director, Strategic Planning and Development
 
       
 
                (217) 228-8224
GARDNER DENVER, INC. REPORTS RECORD REVENUES AND EARNINGS FOR THE
FIRST QUARTER OF 2007:
Organic Growth and Cost Reductions Drive Increased Profitability and Cash Flow from Operating Activities
    Company Raises Full-Year DEPS Outlook Range by $0.25 to $3.00 to $3.10
 
    Compared to the First Quarter of 2006:
 
      - Revenues increased 11 percent
 
      - Net income and diluted earnings per share increased 40 percent
 
      - Total segment operating earnings (1) increased 25 percent
 
      - Cash flow from operating activities increased to $36.7 million
QUINCY, IL (April 25, 2007) — Gardner Denver, Inc. (NYSE: GDI) announced that revenues and net income for the three months ended March 31, 2007 were $441.4 million and $42.8 million, respectively, exceeding the previous records achieved in the three-month period ended December 31, 2006. Diluted earnings per share (“DEPS”) for the three months ended March 31, 2007 were $0.80, 40 percent higher than the comparable period of 2006. The improved financial performance for the first quarter of 2007 is primarily attributable to the incremental flow-through profitability of organic revenue growth, operational improvements, including the benefits from acquisition integration, and a lower effective tax rate. The Company’s profitability in the first three months of 2007 also contributed to the generation of approximately $36.7 million of cash flow from operating activities, the highest ever posted in the first quarter by the Company. Current and prior year DEPS and all share amounts presented in this press release reflect the effect of the two-for-one stock split (in the form of a 100 percent stock dividend) that was completed on June 1, 2006.
CEO’s Comments Regarding Results

“I am pleased to report new records for the Company in terms of quarterly revenues and net income. While Gardner Denver has experienced significant growth during the last three years from strategic acquisitions, we believe ongoing operational improvements, including lean manufacturing initiatives, continue to drive the Company’s profitability. This is reflected in our total segment operating earnings(1) as a percentage of revenues
 
(1)   Segment operating earnings (defined as revenues less cost of sales and selling and administrative expenses), and segment operating margin (defined as segment operating earnings divided by segment revenues) are indicative of short-term operational performance and ongoing profitability. For a reconciliation of segment operating earnings to consolidated income before income taxes, see “Business Segment Results.”

1


 

(segment operating margin(1)), which improved from 13.6 percent in the first quarter of 2006 to 15.4 percent in the same period of 2007,” said Ross J. Centanni, Chairman, President and CEO.
“We have demonstrated an ability to leverage flow-through profitability of organic revenue growth by containing operating and administrative costs,” said Mr. Centanni. “In the first quarter of 2007, this resulted in net income growing 40 percent compared with the same period of the prior year; more than three times faster than the Company’s revenue growth rate over the same timeframe. The Company also reported record first quarter cash flows from operating activities, despite lower inventory turnover compared with the fourth quarter of 2006. The decline in inventory turnover, which is expected to be temporary, resulted from production and supply chain inefficiencies related to manufacturing relocations.”
Mr. Centanni continued, “I believe the general tone of business was better than our Compressor and Vacuum Products segment order rate indicates. First quarter demand in the segment remained strong across nearly all end market segments in Europe and Asia. As expected, North America’s rate of growth slowed during the quarter, led by declines in blowers used on Class 8 trucks. We believe manufacturing plant relocations negatively impacted orders and production efficiency during the quarter. Management expects this effect to be temporary and, as lead times decline, order growth to accelerate. Furthermore, the first quarter of 2006 included OEM orders with delivery times beyond 90 days, which have been excluded from orders in 2007 as a result of implementing our internal policy at the acquired Thomas Industries locations. This reporting change negatively impacted the year-over-year comparison in Compressor and Vacuum Products segment orders.
“Year-over-year revenues in the Fluid Transfer Products segment grew 27 percent in the first quarter,” said Mr. Centanni. “As expected, however, the segment experienced decreased demand for drilling pumps in the first quarter of 2007, which was partially offset by continued growth in demand for well servicing pumps. The net result of this demand shift was a 15 percent decrease in segment orders compared to the same period of 2006.”
Commenting on profitability initiatives, Mr. Centanni stated, “Our integration projects remain substantially on schedule. Attrition resulted in manpower reductions ahead of schedule, which generated savings earlier than planned, but also led to some production inefficiencies. We are working to improve labor productivity and supply chain efficiencies to realize the full benefit of the actions completed to date. Our operations in China and Brazil are gaining operating efficiencies with the product lines that were transferred from Nuremberg, Germany and we continue to expect to achieve the full benefit of this initiative by the end of the second quarter of 2007, realizing annualized savings of approximately $3 million.

2


 

“The manufacturing integration of a former Thomas Industries German location also continues as planned,” said Mr. Centanni. “Manufacturing and other process improvements in the Thomas Industries non-U.S. locations are expected to generate cost savings of approximately $6.4 million annually by the fourth quarter of 2007, when the integration projects are expected to be completed.
“As a result of our continued improvement in profitability and asset management, our annualized return on equity (defined as net income divided by average equity) increased to 19.5 percent in the first quarter of 2007, compared to 17.6 percent for the full-year 2006. We believe that the value of previously completed acquisitions is being realized as planned. We are generating cash, repaying debt and proactively seeking acquisitions.”
Outlook
“Manufacturing capacity utilization rates in the U.S. have remained above 80% for each of the first three months of 2007, which has historically indicated a favorable demand environment for industrial equipment such as compressors and blowers. We expect the industrial production rate of growth to slow in the U.S. throughout 2007, offset somewhat by increasing demand in the U.S. for environmental applications,” said Mr. Centanni. “The Asian markets are expected to remain strong and we continue to see growing industrial demand in Europe. As a result of these growth expectations, my outlook is positive for the Compressor and Vacuum Products segment in the second and third quarters of 2007 and cautiously optimistic for the fourth quarter of the year.
“As a result of the decline in backlog within the Fluid Transfer Products segment, we have less visibility of the demand for our petroleum pumps than at this time last year. While demand for well servicing pumps and aftermarket parts is expected to grow throughout 2007, I expect drilling pump demand to continue to decelerate through the remainder of the year, resulting in declining backlog and lower second half segment revenues compared to the first half. Quotations for drilling pumps for international rigs have recently increased, but the time associated with securing these orders, compared with North American activity, is significantly longer. As segment revenues decline in the second half of 2007, we expect lower segment operating margins(1) to result from an unfavorable mix of drilling pump shipments and less volume leverage. The deterioration in margins will be somewhat mitigated, however, by ongoing demand for well servicing pumps and aftermarket parts and our ability to bring previously outsourced manufacturing in-house,” said Mr. Centanni.
“Given our current economic outlook, existing backlog, and expected operational improvements from integration projects, we are raising our full-year 2007 DEPS outlook range by $0.25 to $3.00 to $3.10. Second quarter DEPS is expected to be $0.80 to $0.85. Our outlook for the second quarter is based on increased revenue expectations in both reportable segments, compared to the first quarter of 2007. Net income in the second half of 2007 is currently expected to be less than that of the first half of 2007 due to fewer production days and lower drilling pump shipments. The midpoint of the DEPS range for the second quarter of 2007 ($0.83) represents a 34 percent increase

3


 

over the same period of 2006. The midpoint of the new DEPS range for the full-year 2007 ($3.05) represents a 22 percent increase over 2006 results. Based on current expectations, the effective tax rate assumed in the DEPS guidance for the second through fourth quarters of 2007 is 32.3 percent.”
Revised Presentation of Operating Results for the Reporting of Depreciation and Amortization Expense
The Company’s presentation of its operating results now reflects the inclusion of depreciation and amortization expense in cost of sales and selling and administrative expenses. Depreciation and amortization was previously reported as a separate caption in the consolidated statements of operations. The 2006 consolidated statement of operations included in this press release has been reclassified to conform to the current presentation. Depreciation and amortization expense included in cost of sales and selling and administrative expense for the three months ended March 31, 2006 was approximately $7.4 million and $4.6 million, respectively. This reclassification had no effect on reported consolidated income before income taxes, net income, per share amounts, reportable segment operating earnings(1) or cash used in operating activities. The Company intends to furnish reclassified statements of operations for each quarter of the year ended December 31, 2006 and for the years ended December 31, 2006, 2005 and 2004 in a Securities and Exchange Commission Current Report on Form 8-K on or about April 25, 2007.
First Quarter Results
Revenues increased $42.1 million (11 percent) to $441.4 million for the three months ended March 31, 2007, compared to the same period of 2006. Compressor and Vacuum Products segment revenues increased 6 percent for the three-month period of 2007, compared to the previous year, driven by favorable changes in currency exchange rates and organic growth in most product lines except mobile blowers. Fluid Transfer Products segment revenues increased 27 percent for the three months ended March 31, 2007, compared to the same period of 2006. Revenue growth was primarily related to increased volume in drilling and well servicing pumps resulting from incremental production output, supply chain improvements and price increases (See Selected Financial Data Schedule).
Compressor and Vacuum Products orders of $367.5 million for the three-month period ended March 31, 2007 were $33.8 million (10 percent) higher than the same period of the previous year due to organic growth and favorable changes in exchange rates. Backlog in this reportable segment was 22 percent higher than on March 31, 2006 and 9 percent higher than on December 31, 2006.
Orders for Fluid Transfer Products of $74.6 million for the three months ended March 31, 2007 were $13.5 million (15 percent) lower than the same period of the previous year, primarily due to reduced demand for drilling pumps, partially offset by increased orders for well servicing pumps. Backlog for Fluid Transfer Products decreased 8 percent to $158.8 million compared to March 31, 2006 and 15 percent from December 31, 2006.

4


 

Cost of sales as a percentage of revenues improved slightly to 66.3 percent in the three-month period ended March 31, 2007, from 66.8 percent in the same period of 2006. This improvement was attributable to cost reduction initiatives and leveraging fixed and semi-fixed costs over additional production volume. Favorable sales mix also contributed to the improvement as the first quarter of 2007 included a higher percentage of drilling and well servicing pump shipments than the previous year and these products have cost of sales percentages below the Company’s average.
As a percentage of revenues, selling and administrative expenses improved to 18.3 percent for the three-month period ended March 31, 2007, compared to 19.6 percent for the same period of 2006 as a result of cost control initiatives and leveraging revenue growth. Selling and administrative expenses increased $2.6 million in the three-month period ended March 31, 2007 to $80.8 million, as compared to the same period of 2006, primarily due to unfavorable changes in foreign currency exchange rates. Compensation and benefit expense increases were more than offset by cost reductions realized through completed integration initiatives. Stock-based compensation expense was $2.9 million in the three-month period ended March 31, 2007, compared to $2.8 million recognized in the same period of 2006. A disproportionate amount of stock-based compensation expense is recognized in the first quarter of each year due to the number of options and restricted stock awards granted to employees eligible for retirement, the total value of which is recognized at the time the award is granted. Stock-based compensation expense in each of the remaining quarters of 2007 is expected to be lower than in the first quarter and comparable to that recorded in each of the last three quarters of 2006.
Segment operating earnings(1) as a percentage of revenues (segment operating margin(1)) for the Compressor and Vacuum Products segment were 11.5 percent in the three months ended March 31, 2007, compared with 11.2 percent in the same period of 2006. The Fluid Transfer Products segment generated segment operating margin(1) of 28.4 percent in the three months ended March 31, 2007, an improvement from 23.0 percent in the first quarter of 2006 and a new record level for this reportable segment. The improved results for each reportable segment reflect significant leveraging of fixed and semi-fixed costs over higher revenues and the cost reductions realized to date through acquisition integration initiatives. Price increases and favorable product mix resulting from the increased sales of drilling and well servicing pumps also contributed to the improved operating margin for the Fluid Transfer Products segment.
Interest expense decreased $3.5 million (34 percent) to $6.7 million for the three months ended March 31, 2007, compared to the same period of 2006, due to significantly lower borrowing levels.
Net income for the three months ended March 31, 2007 increased $12.3 million (40 percent) to $42.8 million, compared to $30.5 million in same period of 2006. DEPS for the three-month period of 2007 were $0.80, 40 percent higher than the comparable period of the previous year as a result of the increased net income. These

5


 

results reflect an effective tax rate of 30.8% for the three-month period of 2007, compared to 32.0% for the three-month period of 2006. The reduction in the effective tax rate is the result of the favorable resolution of previously open tax matters.
Cash provided by operating activities was approximately $36.7 million in the three-month period of 2007, compared to cash used in operating activities of approximately $8.8 million in the same period of 2006. This improvement reflects the Company’s increased earnings and working capital management. Nevertheless, production and supply chain inefficiencies negatively impacted inventory turnover, which declined to 4.8 times from 5.2 times in the fourth quarter of 2006, but still showed improvements compared to 4.7 times in the first quarter of 2006. Days sales outstanding for the first quarter of 2007 increased to 57 days, compared to 55 days in the fourth quarter of 2006, but also compares favorably to the first quarter of 2006 (59 days). The change in DSO primarily reflects changes to product mix and timing of shipments within the quarter.
The Company invested approximately $8.3 million in capital expenditures in the first three months of 2007, compared to $6.5 million in the same period of 2006. As expected, capital spending for the first quarter of 2007 was higher than the same period of 2006 due primarily to spending on integration activities that carried over into 2007. For the full-year 2007, capital spending is expected to be approximately $45 million to $50 million. For the three-month period of 2007, depreciation and amortization was approximately $14.2 million, compared to $12.0 million in the three-month period of 2006.
Total debt as of March 31, 2007 was $390.6 million, $16.6 million less than total debt as of December 31, 2006. As of March 31, 2007, debt to total capital was 30.1 percent, compared to 32.3 percent on December 31, 2006 and 45.3 percent on March 31, 2006.
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,” “Outlook” and “First Quarter Results” sections. As a general matter, forward-looking statements are those focused upon anticipated events or trends, 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 Company’s exposure to

6


 

economic downturns and market cycles, particularly the level of oil and natural gas prices and oil and gas drilling production, which affect demand for Company’s petroleum products, and industrial production and manufacturing capacity utilization rates, which affect demand for the Company’s compressor and vacuum products; (2) the risks of large or rapid increases in raw material costs or substantial decreases in their availability, and the Company’s dependence on particular suppliers, particularly iron casting and other metal suppliers; (3) the risks associated with intense competition in the Company’s markets, particularly the pricing of the Company’s products; (4) the ability to effectively integrate acquisitions, including product and manufacturing rationalization initiatives, and realize anticipated cost savings, synergies and revenue enhancements; (5) the ability to attract and retain quality executive management and other key personnel; (6) the ability to continue to identify and complete other strategic acquisitions and effectively integrate such acquisitions to achieve desired financial benefits; (7) economic, political and other risks associated with the Company’s international sales and operations, including changes in currency exchange rates (primarily between the U.S. dollar, the Euro, the British pound and the Chinese yuan); (8) the risks associated with potential product liability and warranty claims due to the nature of the Company’s products; (9) the risks associated with environmental compliance costs and liabilities; (10) the risks associated with pending asbestos and silicosis personal injury lawsuits; (11) risks associated with the Company’s indebtedness and changes in the availability or costs of new financing to support the Company’s operations and future investments; (12) the risks associated with enforcing the Company’s intellectual property rights and defending against potential intellectual property claims; (13) the ability to avoid employee work stoppages and other labor difficulties; (14) changes in discount rates used for actuarial assumptions in pension and other postretirement obligation and expense calculations and market performance of pension plan assets; and (15) the risk of possible future charges if the Company determines that the value of goodwill and other intangible assets, representing a significant portion of its total assets, is impaired. The Company does not undertake, and hereby disclaims, any duty to update these forward-looking statements, although its situation and circumstances may change in the future.
Comparisons of the financial results for the three-month periods ended March 31, 2007 and 2006 follow.
Gardner Denver will broadcast a conference call to discuss first quarter earnings on Thursday, April 26, 2007 at 9:30 a.m. Eastern time through a live webcast. 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 through Thomson StreetEvents at www.earnings.com.
Gardner Denver, Inc., with 2006 revenues of $1.7 billion, is a leading worldwide manufacturer of reciprocating, rotary and vane compressors, liquid ring pumps 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).

7


 

GARDNER DENVER, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share amounts and percentages)
(Unaudited)
                         
    Three Months Ended        
    March 31,        
                    %  
    2007     2006     Change  
Revenues
  $ 441,418     $ 399,294       11  
 
                       
Costs and expenses:
                       
Cost of sales (1)
    292,491       266,610       10  
Selling and administrative expenses (1)
    80,829       78,268       3  
Interest expense
    6,737       10,232       (34 )
Other income, net
    (553 )     (687 )     (20 )
 
                   
Total costs and expenses
    379,504       354,423       7  
 
                   
 
                       
Income before income taxes
    61,914       44,871       38  
Provision for income taxes
    19,098       14,359       33  
 
                   
 
                       
Net income
  $ 42,816     $ 30,512       40  
 
                   
 
                       
Basic earnings per share (2)
  $ 0.81     $ 0.59       37  
 
                   
Diluted earnings per share (2)
  $ 0.80     $ 0.57       40  
 
                   
 
                       
Basic weighted average
                       
number of shares outstanding (2)
    52,754       52,109          
 
                   
Diluted weighted average
                       
number of shares outstanding (2)
    53,755       53,255          
 
                   
 
                       
Shares outstanding as of March 31 (2)
    52,871       52,318          
 
                   
 
(1)   Current and prior year results reflect the inclusion of depreciation and amortization expense in cost of sales and selling and administrative expenses.
 
(2)   Current and prior year amounts reflect the effect of a two-for-one stock split (in the form of a 100% stock dividend) completed on June 1, 2006.

8


 

GARDNER DENVER, INC.
CONDENSED BALANCE SHEET ITEMS

(in thousands, except percentages)
(Unaudited)
                         
                    %
    3/31/2007   12/31/2006   Change
Cash and equivalents
  $ 75,916     $ 62,331       22  
Accounts receivable, net
    281,862       261,115       8  
Inventories, net
    245,176       225,067       9  
Total current assets
    636,664       579,718       10  
 
                       
Total assets
    1,801,824       1,750,231       3  
 
                       
Short-term borrowings and current
                       
maturities of long-term debt
    27,595       23,789       16  
Accounts payable and accrued liabilities (1)
    310,683       292,988       6  
Total current liabilities (1)
    338,278       316,777       7  
Long-term debt, less current maturities
    363,006       383,459       (5 )
 
                       
Total liabilities
    896,558       897,701        
 
                       
Total stockholders’ equity
  $ 905,266     $ 852,530       6  
 
(1)   In connection with the adoption of FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes — an interpretation of FASB Statement No. 109” effective January 1, 2007, the Company reassessed its unrecognized income tax benefits and classified the related liability at March 31, 2007 established for matters not expected to be resolved within the next twelve months as a non-current liability. The balance sheet at December 31, 2006 was reclassified to conform to the March 31, 2007 presentation. Accordingly, a liability of approximately $10 million associated with unrecognized income tax benefits at December 31, 2006 was reclassified from current liabilities to non-current liabilities.

9


 

GARDNER DENVER, INC.
BUSINESS SEGMENT RESULTS

(in thousands, except percentages)
(Unaudited)
                         
    Three Months Ended        
    March 31,        
                    %  
    2007     2006     Change  
Compressor and Vacuum Products
                       
 
                       
Revenues
  $ 338,857     $ 318,433       6  
Operating earnings
    38,962       35,808       9  
% of revenues
    11.5 %     11.2 %        
Orders
    367,478       333,697       10  
Backlog
    385,476       314,873       22  
 
                       
Fluid Transfer Products
                       
 
                       
Revenues
    102,561       80,861       27  
Operating earnings
    29,136       18,608       57  
% of revenues
    28.4 %     23.0 %        
Orders
    74,582       88,094       (15 )
Backlog
    158,843       172,179       (8 )
 
                       
Reconciliation of Segment Results to Consolidated Results
                       
 
                       
Compressor and Vacuum Products operating earnings
  $ 38,962     $ 35,808          
Fluid Transfer Products operating earnings
    29,136       18,608          
 
                   
Total segment operating earnings
    68,098       54,416          
% of revenues
    15.4 %     13.6 %        
Interest expense
    6,737       10,232          
Other income, net
    (553 )     (687 )        
 
                   
Income before income taxes
  $ 61,914     $ 44,871          
 
                   
% of revenues
    14.0 %     11.2 %        
 
                   
The Company has determined its reportable segments in accordance with Statement of Financial Accounting Standards No. 131, “Disclosures about Segments of an Enterprise and Related Information.” The Company evaluates the performance of its reportable segments based on income before interest expense, other income, net, and income taxes. Reportable segment operating earnings (defined as revenues less cost of sales and selling and administrative expenses) and segment operating margin (defined as segment operating earnings divided by revenues) are indicative of short-term operating performance and ongoing profitability. Management closely monitors the operating earnings of its reportable segments to evaluate past performance, management performance and compensation, and actions required to improve profitability.

10


 

GARDNER DENVER, INC.
SELECTED FINANCIAL DATA SCHEDULE

(in millions, except percentages)
(Unaudited)
                 
    Three Months Ended  
    March 31,  
            %  
    $ Millions     Change  
Compressor and Vacuum Products
               
2006 Revenues
    318.4          
Effect of currency exchange rates
    16.1       5  
Organic growth
    4.4       1  
 
           
2007 Revenues
    338.9       6  
 
               
2006 Orders
    333.7          
Effect of currency exchange rates
    18.0       5  
Organic growth
    15.8       5  
 
           
2007 Orders
    367.5       10  
 
               
Backlog as of 03/31/06
    314.9          
Effect of currency exchange rates
    20.0       6  
Organic growth
    50.6       16  
 
           
Backlog as of 03/31/07
    385.5       22  
 
               
Fluid Transfer Products
               
2006 Revenues
    80.9          
Effect of currency exchange rates
    1.9       2  
Organic growth
    19.8       25  
 
           
2007 Revenues
    102.6       27  
 
               
2006 Orders
    88.1          
Effect of currency exchange rates
    2.3       3  
Organic growth
    (15.8 )     (18 )
 
           
2007 Orders
    74.6       (15 )
 
               
Backlog as of 03/31/06
    172.2          
Effect of currency exchange rates
    2.4       1  
Organic growth
    (15.8 )     (9 )
 
           
Backlog as of 03/31/07
    158.8       (8 )
 
               
Consolidated Revenues
               
2006
    399.3          
Effect of currency exchange rates
    18.0       5  
Organic growth
    24.2       6  
 
           
2007
    441.5       11  

11

EX-99.2 3 c14501exv99w2.htm UNAUDITED RECLASSIFIED CONSOLIDATED STATEMENTS OF OPERATIONS exv99w2
 

Exhibit 99.2
GARDNER DENVER, INC.
RECLASSIFIED CONSOLIDATED STATEMENTS OF OPERATIONS

(Dollars in thousands, except per share amounts)
(Unaudited)
                                                         
    Year Ended December 31, 2006        
    First     Second     Third     Fourth     Total     Years Ended December 31,  
    Quarter     Quarter     Quarter     Quarter     Year     2005     2004  
Revenues
  $ 399,294     $ 416,312     $ 414,028     $ 439,542     $ 1,669,176     $ 1,214,552     $ 739,539  
 
                                                       
Costs and expenses:
                                                       
Cost of sales
    266,610       281,989       280,429       290,832       1,119,860       836,237       513,927  
Selling and administrative expenses
    78,268       75,297       77,903       82,775       314,243       257,680       163,862  
Interest expense
    10,232       9,580       8,762       8,805       37,379       30,433       10,102  
Other income, net
    (687 )     (453 )     (1,015 )     (766 )     (2,921 )     (5,442 )     (638 )
 
                                         
Total costs and expenses
    354,423       366,413       366,079       381,646       1,468,561       1,118,908       687,253  
 
                                         
 
                                                       
Income before income taxes
    44,871       49,899       47,949       57,896       200,615       95,644       52,286  
Provision for income taxes
    14,359       16,915       15,832       20,601       67,707       28,693       15,163  
 
                                                       
 
                                         
Net income
  $ 30,512     $ 32,984     $ 32,117     $ 37,295     $ 132,908     $ 66,951     $ 37,123  
 
                                         
 
                                                       
Basic earnings per share
  $ 0.59     $ 0.63     $ 0.61     $ 0.71     $ 2.54     $ 1.40     $ 0.98  
 
                                         
Diluted earnings per share
  $ 0.57     $ 0.62     $ 0.60     $ 0.70     $ 2.49     $ 1.37     $ 0.96  
 
                                         
 
                                                       
Amounts Reclassified
                                                       
Cost of sales
  $ 7,435     $ 12,275     $ 8,880     $ 7,213     $ 35,803     $ 23,010     $ 15,492  
Selling and administrative expenses
    4,563       2,254       4,120       5,469       16,406       15,312       6,409  
Depreciation and amortization
    (11,998 )     (14,529 )     (13,000 )     (12,682 )     (52,209 )     (38,322 )     (21,901 )
 
                                         
Total costs and expenses
  $     $     $     $     $     $     $  
 
                                         

GRAPHIC 4 c14501c1450100.gif GRAPHIC begin 644 c14501c1450100.gif M1TE&.#EA>0`B`.8``"4E)9F9F8^/C\[.SN[N[J.CHUQ<7`0$!"$A(49&1C(R M,JJJJGEY>?GYZBHJ*ZNKL+"PHB(B.SL[`T-#9*2DBDI*1$1 M$34U-71T=$)"0I:6EH&!@555569F9LK*RGU]?;:VMDQ,3"PL+)"0D#HZ.EA8 M6$Y.3FQL;#@X.&AH:&%A8::FIH2$A!P<'&1D9%965CT]/2\O+UI:6JRLK']_ M?]_?WX*"@C\_/_CX^.7EY?KZ^M34U.'AX?W]_8J*BO#P\/O[^]C8V*&AH;^_ MO_;V]N#@X/S\_./CX\3$Q.GIZ?[^_H:&AO3T]//S\[Z^OO7U]??W]^OKZ[R\ MO/'Q\6]O;]/3T["PL+.SL]?7U[&QL8.#@XN+B^CHZ-75U>+BXO+R\N3DY*VM MK;V]O:"@H-;6UOGY^<7%Q>KJZG=W=[*RLF)B8A`0$````/___R'Y!``````` M+`````!Y`"(```?_@'^"?TH#)BU&1BP68H..CY"1D6=4E6M6DIF:FYR=F6)@ M-P`E!Z4E`$!5GJN"(RBO`$NLL[2U?U(+/WZ[O+P(6K::,;P/6<''R(Y<'`^] M#P@HO0`4R8_#N\614IE<3%R<7$_5FP0IO3<65Q8VO7J#3!8=B$8!=DR"2U55 M$W],*.3\90,S8963&RET(:!![ MP8L'@V8Z9VRIR09!SA(\9$'1F8/!2AQY4$K2TTN#HR=EQLB14T8*E6A^_PX` M4`#5#XTO.G0".(KB:$YL$'B5R)`S@Y$P&DKLDI#DQ,H#"3QLQ:;83P678B$Y MZ&5"$),Z(]HP>`&AC9,8$E``J$!&C9&C&1JP^^O,P1"_#P+SDI#`AE\A9"I+ M6/`!P]!=;4;\/5!A3&9(LW=M$/3E1$X4`_Z((4%@R9LJ+F!OB.X'!0ZKNS*D MT;X9<*\%?ZP((69]EY`+6K0HWZ4`2*\,,R"Q`";/.7)#+R-0IY0S$S"A!0\T M(/``8;QD,!XO**01A6Y^I("%("PA?NDL`75G"XPO\@'8C(809."-(%BAD`8.65 M5M8U#8V1O%%7!FU4? M=);W8@H3>.#!!"(4:H$*O"BP)Y>.B`&$7WVLP(,#??2"P@T49E"`%V-`(!Z< M2CR11J5QX5"`'F:.F-Z>?0(0XBXE%""''3$D8"L4)_*W**.#J)$$BL[$4!<" M$.#P7Y&6*?''&$$`ZX>J0+'*"P!7X'#4`3_4U4<$D_FA**^/<.'!#96U2`,1 MA/D(1)!^E)#``Z5HFD(IS!%X!0U^96```J5(\`*]?<#1"KT`Y!&%&?#^!P`8 M6`A`KPW&@/N($EH@4<'_$"GP$(`;5Q!D0AEE[&&&"P;X`(828!2A,@QTJ%Q$ M`^+@PT$.+D@T!ADJ;S"`RQL0.(7+$2C+A!H%S-,&&`0(XH'*54<@L",$K(!"'X07;OCAB">N^.*,-^[XXY`C_H`93POBQHO.9J[Y MYIQW[OGGN^#@A2-,=/`"'ZBGKOKJK+?N.NLNU$5;"16\;OOMN.<.`1DS0IV) M$RLX>X`#4_EN_#A'_/K?7T(<\0\4B`ZVCI*"$$S`!T?Y01S_(P&_'*``P=L%%/[@@04=@`SS MV04$)F`!/,7E!@.@31K72$0C#F()"4"1"9:PA",$TO\/0%``+X9P!BO4H1=L MJ,%1;,"$-!QE!G40T0`X.0"HE$``[#K!#310/.A5\HT#&`**$*"`8E)Q14T1 M1Q9T090F2&`Q34!47&J`$)W0H)CXXD4"_`(`"XS!@4-LHR6C%H!R%28#Z$PG M.OT"`4%LH3Y^,,(?*I">+@CS61,P0B]*\(!^^O,!V!OD&@=!Q`?T8`E."(#L M1L&+-I3QH66T`#S;^8=W\D*>:*"07RKP!P$0HPE>"&D9"$"`*#3@/0,E:!L/ M(`$`((!=`!"!L78Q@S=\X0@\$((-A%"%1/J!HA8ERA^RD)=>_/$/#7AF7&*0 M!Q*L(0DZT$$0(N`7^*24C<*D.\$%L"`"9OKA!PE0HA^&L$=%NA.>\GR"$=A% M`P]HQPBDDLL0L*B"2/+"JBDEHE$?,(0=6&`;=T"#$-CUK!E<0(J\R('EQ!H# M05S@10?(P=,^`(5LMN@$+9C58-")AJO^@0!40()H1\N&.D3@#=MP1!9,9X#6 MJD`&;K@%!T9[`4&$H0.B[8(0P["`T=9`#8[`PAE8\(+6OL`$#?I#&4+@LA<* $(A``.S\_ ` end
-----END PRIVACY-ENHANCED MESSAGE-----