1 FORM 10-Q SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------------------------- QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 ---------------------------------- For Quarter Ended June 30, 1999 Commission File Number 1-13179 FLOWSERVE CORPORATION (Exact name of Registrant as specified in its charter) NEW YORK (State or other jurisdiction of incorporation or organization) 31-0267900 (I.R.S. Employer Identification Number) 222 W. LAS COLINAS BLVD., SUITE 1500, IRVING, TEXAS 75039 (Address of principal executive offices) (Zip Code) (Registrant's telephone number, including area code) (972) 443-6500 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 requirements for the past 90 days. YES X NO --- --- SHARES OF COMMON STOCK, $1.25 PAR VALUE, OUTSTANDING AS OF JUNE 30, 1999 37,418,743
2 FLOWSERVE CORPORATION INDEX <TABLE> <CAPTION> Page No. ---- <S> <C> <C> PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS Consolidated Statements of Income and Comprehensive Income - Three Months Ended June 30, 1999 and 1998 (unaudited) 3 Consolidated Statements of Income and Comprehensive Income - Six Months Ended June 30, 1999 and 1998 (unaudited) 4 Consolidated Balance Sheets - June 30, 1999 (unaudited) and December 31, 1998 5 Consolidated Statements of Cash Flows - Six Months Ended June 30, 1999 and 1998 (unaudited) 6 Notes to Consolidated Financial Statements 7 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 11 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE OF MARKET RISKS 18 PART II. OTHER INFORMATION ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS 18 ITEM 4. SUBMISSION OF MATTERS FOR A VOTE OF SECURITY HOLDERS 18 ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 18 SIGNATURE 19 </TABLE> 2
3 PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS FLOWSERVE CORPORATION (UNAUDITED) CONSOLIDATED STATEMENTS OF INCOME (Amounts in thousands, except per share data) <TABLE> <CAPTION> Three Months Ended June 30, --------------------------- 1999 1998 --------- --------- <S> <C> <C> Sales $ 275,196 $ 280,728 Cost of sales 181,307 174,736 --------- --------- Gross profit 93,889 105,992 Selling and administrative expense 66,204 67,345 Research, engineering and development expense 6,327 5,074 Merger integration expense 4,406 11,906 --------- --------- Operating income 16,952 21,667 Interest expense 4,120 3,577 Other expense (income), net 1 (1,063) --------- --------- Earnings before income taxes 12,831 19,153 Provision for income taxes 4,362 6,704 --------- --------- Net earnings $ 8,469 $ 12,449 ========= ========= Net earnings per share (diluted and basic) $ 0.22 $ 0.31 --------- --------- Average shares outstanding 37,771 40,781 </TABLE> CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Amounts in thousands) <TABLE> <CAPTION> Three Months Ended June 30, --------------------------- 1999 1998 ------- -------- <S> <C> <C> Net earnings $ 8,469 $ 12,449 Foreign currency translation adjustments 3,099 3,107 ------- -------- Comprehensive income $ 5,370 $ 9,342 ======= ======== </TABLE> See accompanying notes to consolidated financial statements. 3
4 FLOWSERVE CORPORATION (UNAUDITED) CONSOLIDATED STATEMENTS OF INCOME (Amounts in thousands, except per share data) <TABLE> <CAPTION> Six Months Ended June 30, ------------------------- 1999 1998 -------- --------- <S> <C> <C> Sales $544,583 $ 539,044 Cost of sales 353,903 331,855 -------- --------- Gross profit 190,680 207,189 Selling and administrative expense 133,314 131,546 Research, engineering and development expense 13,199 12,439 Merger integration expense 7,838 19,551 -------- --------- Operating income 36,329 43,653 Interest expense 7,203 6,702 Other expense (income), net 525 (2,372) -------- --------- Earnings before income taxes 28,601 39,323 Provision for income taxes 9,724 13,763 -------- --------- Net earnings $ 18,877 $ 25,560 ======== ========= Net earnings per share (diluted and basic) $ 0.50 $ 0.63 ======== ========= Average shares outstanding 37,771 40,781 </TABLE> CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Amounts in thousands) <TABLE> <CAPTION> Six Months Ended June 30, ------------------------- 1999 1998 -------- -------- <S> <C> <C> Net earnings $ 18,877 $ 25,560 Foreign currency translation adjustments 3,878 5,893 -------- -------- Comprehensive income $ 14,999 $ 19,667 ======== ======== </TABLE> See accompanying notes to consolidated financial statements. 4
5 FLOWSERVE CORPORATION CONSOLIDATED BALANCE SHEETS (Amounts in thousands, except per share data) <TABLE> <CAPTION> JUNE 30, December 31, 1999 1998 --------- ------------ (UNAUDITED) <S> <C> <C> ASSETS Current assets: Cash and cash equivalents $ 14,696 $ 24,928 Accounts receivable, net 232,705 234,191 Inventories 184,060 199,286 Prepaids and other current assets 27,025 28,885 --------- --------- Total current assets 458,486 487,290 Property, plant and equipment, net 212,177 209,032 Intangible assets, net 89,357 91,384 Other assets 84,988 82,491 --------- --------- Total assets $ 845,008 $ 870,197 ========= ========= LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable $ 71,056 $ 76,745 Notes payable 3,799 3,488 Income taxes 9,291 17,472 Accrued liabilities 95,843 107,028 Long-term debt due within one year 10,862 14,393 --------- --------- Total current liabilities 190,851 219,126 Long-term debt due after one year 192,869 186,292 Postretirement benefits and deferred items 115,980 120,015 Commitments and contingencies Shareholders' equity: Serial preferred stock, $1.00 par value Shares authorized - 1,000 Shares issued and outstanding - None Common stock, $1.25 par value Shares authorized - 120,000 Shares issued and outstanding - 41,484 51,856 51,856 Capital in excess of par value 70,764 70,698 Retained earnings 361,552 353,249 --------- --------- 484,172 475,803 Treasury stock at cost - 4,066 and 3,817 shares (94,351) (90,404) Accumulated other comprehensive expense (44,513) (40,635) --------- --------- Total shareholders' equity 345,308 344,764 --------- --------- Total liabilities and shareholders' equity $ 845,008 $ 870,197 ========= ========= </TABLE> See accompanying notes to consolidated financial statements. 5
6 FLOWSERVE CORPORATION (Unaudited) CONSOLIDATED STATEMENTS OF CASH FLOWS (Amounts in thousands) <TABLE> <CAPTION> Six months ended June 30, ------------------------- 1999 1998 -------- -------- <S> <C> <C> CASH FLOWS - OPERATING ACTIVITIES: Net earnings $ 18,877 $ 25,560 Adjustments to reconcile net earnings to net cash provided by operating activities: Depreciation 19,187 18,674 Amortization 2,008 1,947 Loss on the sale of fixed assets 55 45 Change in assets and liabilities, net of effects of acquisitions: Accounts receivable 757 11,199 Inventories 12,570 (14,487) Prepaid expenses 925 2,113 Other assets (1,148) (8,915) Accounts payable (7,485) (4,521) Accrued liabilities (12,140) (31,020) Income taxes (7,794) (1,248) Postretirement benefits and deferred items (3,636) (3,811) Net deferred taxes (31) 1,214 -------- -------- Net cash flows provided (used) by operating activities 22,145 (3,250) CASH FLOWS - INVESTING ACTIVITIES: Capital expenditures, net of disposals (20,201) (17,511) -------- -------- Net cash flows used by investing activities (20,201) (17,511) CASH FLOWS - FINANCING ACTIVITIES: Net (repayments) borrowings under lines of credit 729 3,929 Payments on long-term debt (9,256) -- Proceeds from long-term debt 11,890 23,131 Treasury share purchases (3,333) (36,590) Other stock activity (679) 4,726 Dividends paid (10,575) (11,404) -------- -------- Net cash flows used by financing activities (11,224) (16,208) Effect of exchange rate changes (952) (784) -------- -------- Net change in cash and cash equivalents (10,232) (37,753) Cash and cash equivalents at beginning of year 24,928 58,602 -------- -------- Cash and cash equivalents at end of period $ 14,696 $ 20,849 ======== ======== Taxes paid $ 17,905 $ 14,814 Interest paid $ 8,276 $ 6,098 </TABLE> See accompanying notes to consolidated financial statements. 6
7 FLOWSERVE CORPORATION (UNAUDITED) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollar amounts in thousands, except per share data) 1. ACCOUNTING POLICIES - BASIS OF PRESENTATION The accompanying consolidated balance sheet as of June 30, 1999, the related consolidated statements of income and comprehensive income for the three months and six months ended June 30, 1999 and 1998, and the statements of cash flows for the six months ended June 30, 1999 and 1998, are unaudited. In management's opinion, all adjustments comprising normal recurring adjustments necessary for a fair presentation of such financial statements have been made. The accompanying consolidated financial statements and notes in this Form 10-Q are presented as permitted by Regulation S-X and do not contain certain information included in the Company's annual financial statements and notes to the financial statements. Accordingly, the accompanying consolidated financial information should be read in conjunction with the Company's 1998 Annual Report. Interim results are not necessarily indicative of results to be expected for a full year. 2. INVENTORIES Inventories are stated at lower of cost or market. Cost is determined for certain inventories by the last-in, first-out (LIFO) method and for other inventories by the first-in, first-out (FIFO) method. Inventories and the method of determining costs were: <TABLE> <CAPTION> JUNE 30, December 31, 1999 1998 --------- ------------ <S> <C> <C> Raw materials $ 26,490 $ 26,088 Work in process and finished goods 206,739 226,843 Less: Progress billings (10,010) (15,024) --------- --------- 223,219 237,907 LIFO reserve (39,159) (38,621) --------- --------- Net inventory $ 184,060 $ 199,286 ========= ========= Percent of inventory accounted for by LIFO 68% 61% Percent of inventory accounted for by FIFO 32% 39% </TABLE> 3. EARNINGS PER SHARE The Company's potentially dilutive common stock equivalents have been immaterial for all periods presented. Accordingly, basic earnings per share is equal to diluted earnings per share and is presented on the same line for income statement presentation. 4. IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS In 1998, the Financial Accounting Standards Board issued Statement of Position (SOP) No. 98-1, "Accounting for the Costs of Software 7
8 Developed or Obtained for Internal Use." SOP 98-1 is effective for fiscal periods beginning after December 15, 1998, and establishes guidelines to determine whether software - related costs should be capitalized or expensed. The Company is currently accounting for software costs in accordance with these guidelines. In 1998, the Financial Accounting Standards Board also issued Statement of Financial Accounting Standard (SFAS) No. 133, "Accounting for Derivative Instruments and Hedging Activities." This standard was to be effective for fiscal years beginning after June 15, 1999; however, the SFAS has recently issued an exposure draft that would delay the effective date by one year. It establishes accounting and reporting standards for derivative instruments and hedging activities and is not expected to materially impact Flowserve's reported financial position, results of operations or cash flows. 5. MERGER On July 22, 1997, shareholders of Durco International Inc. (Durco) and BW/IP, Inc. (BW/IP) voted to approve a merger of the companies in a stock-for-stock merger of equals that was accounted for as a pooling of interests transaction (the merger). As part of the merger agreement, the Company changed its name from Durco to Flowserve Corporation. The Company issued approximately 16,914,000 shares of common stock in connection with the merger. BW/IP shareholders received 0.6968 shares of the Company's common stock for each previously owned share of BW/IP stock. In 1997, the Company developed a merger integration program that included facility rationalizations in North America and Europe, organizational realignments at the corporate and divisional levels, procurement initiatives, investments in training and support for service operations. In the fourth quarter of 1997, the Company recognized a one-time restructuring charge of $32,600 related to this program. In the second quarter ended June 30, 1999, remaining severance costs of $2,300 were paid and charged against the restructuring reserve. The Company paid severance to approximately 331 employees. As of June 30, 1999, the restructuring portion of the merger integration is complete. Since the inception of the merger intergration program, the Company has incurred costs related to the program of $53,146. Of this amount, $4,406 was incurred during the second quarter of 1999, compared with $11,906 during the second quarter of 1998. Effective January 1, 1999, merger integration costs relate solely to the Company's business process improvement program, "Flowserver." 8
9 Expenditures charged to the restructuring reserve were: <TABLE> <CAPTION> Other Exit Severance Costs Total --------- ----- ----- <S> <C> <C> <C> Balance at October 27, 1997 $ 22,400 $ 10,200 $ 32,600 Cash expenditures (3,400) (500) (3,900) Noncash expenditures -- (1,200) (1,200) -------- -------- -------- Balance at December 31, 1997 19,000 8,500 27,500 Cash expenditures (16,300) (3,100) (19,400) Noncash expenditures -- (5,400) (5,400) -------- -------- -------- Balance at December 31, 1998 2,700 -- 2,700 Cash expenditures (400) -- (400) Noncash expenditures -- -- -- -------- -------- -------- Balance at March 31, 1999 2,300 -- 2,300 CASH EXPENDITURES (2,300) -- 2,300 -------- -------- -------- BALANCE AT JUNE 30, 1999 $ -- $ -- $ -- ======== ======== ======== </TABLE> The Company's Board of Directors approved a $120 million investment in Flowserver. This business process improvement program has costs and benefits incremental to the initial merger integration program. Flowserver includes the standardization of the Company's processes and the implementation of a global information system to facilitate common best practices. The investment in Flowserver is expected to occur over a five-year period. Less than one-third of the costs associated with this program are expected to be capitalized, with the balance expensed. During the first six months of 1999, the Company incurred costs associated with this project of $7,838 recorded as merger integration expense. During 1999, it is estimated that expense associated with this program will be approximately $18 million. In addition, about $12 million of related capital is expected to be incurred in 1999. Since the inception of the Flowserver initiative, the Company has capitalized costs totaling $4,926 relating to this program. 6. SEGMENT INFORMATION The Company has three divisions, each of which constitutes a business segment. Each division manufactures different products and is defined by the type of products and services provided. Each division has a President, who reports directly to the Chief Executive Officer of the Company, and a Division Controller. For decision-making purposes, the Chief Executive Officer, Chief Operating Officer, Chief Financial Officer and other members of upper management use financial information generated and reported at the division level. The Company also has a corporate headquarters that does not constitute a separate division or business segment. Amounts classified as All Other include minor entities that are not considered separate segments. The Company evaluates segment performance and allocates resources based on operating income or loss before special items and taxes. Intersegment sales and transfers are recorded at cost plus a profit margin. Minor reclassifications have been made to certain previously reported information to conform to the current business configuration. 9
10 <TABLE> <CAPTION> ROTATING FLOW FLOW CONSOLIDATED SIX MONTHS ENDED JUNE 30, 1999 EQUIPMENT CONTROL SOLUTIONS ALL OTHER TOTAL - ---------------------------------------------- -------------- -------------- -------------- ------------- --------------- <S> <C> <C> <C> <C> <C> SALES TO EXTERNAL CUSTOMERS $ 187,077 $ 143,694 $ 210,341 $ 3,471 $ 544,583 INTERSEGMENT SALES 2,632 7,998 7,573 (18,203) --- SEGMENT OPERATING INCOME (BEFORE 11,548 15,094 29,621 (12,096) 44,167 SPECIAL ITEMS) IDENTIFIABLE ASSETS $ 248,850 $ 212,684 $ 271,506 $ 111,968 $ 845,008 </TABLE> <TABLE> <CAPTION> Rotating Flow Flow Consolidated Six months ended June 30, 1998 Equipment Control Solutions All Other Total - ---------------------------------------------- -------------- -------------- -------------- ------------- --------------- <S> <C> <C> <C> <C> <C> Sales to external customers $ 183,172 $ 145,991 $ 206,447 $ 3,434 $ 539,044 Intersegment sales 3,478 6,991 8,347 (18,816) --- Segment operating income (before 18,656 22,701 33,040 (11,193) 63,204 special items) Identifiable assets $ 311,251 $ 215,564 $ 246,609 $ 69,076 $ 842,500 </TABLE> Reconciliation of the total segment operating income before special items (merger-related expenses) to consolidated earnings before income taxes follows: <TABLE> <CAPTION> Six Months Ended June 30, 1999 1998 -------- -------- <S> <C> <C> Total segment operating income (before special items and corporate expenses) $ 56,263 $ 74,397 Corporate expenses and other 12,096 11,193 Merger integration expense 7,838 19,551 Interest expense 7,203 6,702 Other expense (income) 525 (2,372) -------- -------- Earnings before income taxes $ 28,601 $ 39,323 ======== ======== </TABLE> 7. SHARE REPURCHASE PROGRAM During the second quarter of 1998, the Company initiated a $100 million share repurchase program. In 1998, the Company spent approximately $64.5 million to repurchase approximately 2.8 million, or 7.1% of its outstanding shares. During the six months ended June 30, 1999, the Company spent $3.3 million to repurchase an additional 206,700 shares. All of the shares were repurchased during the first quarter. The Company generally used credit facilities to fund the purchases. 10
11 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS - THREE MONTHS ENDED JUNE 30, 1999 In general, results for the second quarter of 1999 were lower than the corresponding period in the previous year due to weaker market conditions and an increasingly competitive environment. Sales decreased 2.0% to $275.2 million for the three months ended June 30, 1999, compared with $280.7 million for the same period in 1998. The change in sales is discussed further in the following section on business segments. Net sales to international customers, including export sales from the U.S., were approximately 55% during the second quarter of 1999, compared with 50% during the second quarter of 1998. Bookings (incoming orders for which there are purchase commitments) were $251.6 million, 14.3% lower than the second quarter of 1998 when bookings were $293.6 million. BUSINESS SEGMENTS Flowserve manages its operations through three business segments: Rotating Equipment Division (RED) for American Petroleum Institute (API), American National Standards Institute (ANSI), International Standards Organization (ISO), nuclear and chemical process centrifugal pumps; Flow Control Division (FCD) for automated and manual quarter-turn control and nuclear valves, and valve actuators; and Flow Solutions Division (FSD) for precision mechanical seals and flow management services. Each business segment has been negatively impacted, to a greater or lesser degree, by unfavorable market conditions for the Company's chemical and petroleum customers. The unfavorable market conditions have resulted in a highly competitive environment in which flow control companies pursue a more limited amount of business. This has lowered selling prices that have reduced margins. Margins are also lower year-over-year due to unfavorable business mix and reduced volumes in certain operations. Sales and operating income before special items (merger-related expenses) for each of the three business segments are: <TABLE> <CAPTION> ROTATING EQUIPMENT DIVISION ------------------------- Three Months Ended June 30, ------------------------- (In millions of dollars) 1999 1998 - --------------------------- ------------- ----------- <S> <C> <C> Sales $ 98.2 $ 97.9 Operating income 5.0 10.3 </TABLE> The sales increase in 1999 was generally due to reduced backlog. Operating income before special items, as a percentage of sales, declined to approximately 5.1% in 1999 from about 10.5% in the prior-year period. The segment's results were negatively affected by lower selling prices, unfavorable mix and lower volumes. The product mix between chemical-process and engineered pumps continues to be unfavorable, and parts sales were lower than the comparable prior-year period. <TABLE> <CAPTION> FLOW CONTROL DIVISION ------------------------ Three Months Ended June 30, ------------------------ (In millions of dollars) 1999 1998 -------------------------- ----------- ------------ <S> <C> <C> Sales $ 76.1 $ 82.4 Operating income 7.2 13.0 </TABLE> The decrease in sales was due to lower book-to-build volume during the quarter. Operating income before special items, as a percentage of sales, was 9.4% in the second 11
12 quarter of 1999, compared with 15.7% in 1998. The decline in 1999 was generally due to lower selling prices and an unfavorable mix between control and manual valves and lower parts and replacement sales. A slight increase in selling and administrative expense, primarily due to the Valtek Engineering acquisition, also contributed to the decline. <TABLE> <CAPTION> FLOW SOLUTIONS DIVISION ------------------------- Three Months Ended June 30, ------------------------- (In millions of dollars) 1999 1998 - -------------------------- ------------ ------------ <S> <C> <C> Sales $ 109.2 $ 109.9 Operating Income 14.5 16.8 </TABLE> Sales were comparable to the prior-year period as increases due to 1998 acquisitions were offset by unfavorable market conditions in the current period. Operating income before special items, as a percentage of sales, decreased to 13.3% from 15.3% in 1998. The lower margins were generally due to reduced selling prices, unfavorable mix and higher selling and administrative expenses, the result of an investment in additional personnel to support the growth of service operations and acquisition of new service centers. CONSOLIDATED RESULTS The gross profit margin was 34.1% for the three months ended June 30, 1999, compared with 37.8% for the same period in 1998. The decrease was due to lower selling prices and unfavorable product and market mix, as well as reduced business in volume-sensitive operations. Selling and administrative expense as a percentage of net sales was 24.1% for the three-month period ended June 30, 1999, compared with 24.0% for the corresponding 1998 period. On a dollar basis, selling and administrative expense was $66.2 million, compared with $67.3 million in the second quarter of 1998. The decrease primarily resulted from workforce reductions and merger integration savings. Research, engineering and development expense was $6.3 million for the second quarter of 1999, compared with $5.1 million during the same period last year. The higher level of spending was generally the result of an increased emphasis in this area. Interest expense during the second quarter of 1999 was $4.1 million, up slightly from the same period in 1998 due to a higher average borrowing level during the period. Tax savings initiatives that were part of the merger integration tax planning project reduced the effective tax rate to 34.0% during the second quarter of 1999, compared with 35.0% during the same period in 1998. Earnings before special items for the second quarter of 1999 were $11.4 million, or $0.30 per share. This was 43.6% below earnings before special items of $20.2 million, or $0.50 per share, for the same period in 1998. The reduction was generally due to a lower gross margin. Net earnings after special items were $8.5 million, or $0.22 per share, for the three months ended June 30, 1999, compared with $12.5 million, or $0.31 per share, for the same period in 1998. Special items were lower due to the completion of the initial phase of the merger integration program with current spending limited to Flowserver. RESULTS OF OPERATIONS - SIX MONTHS ENDED JUNE 30, 1999 In general, results for the first half of 1999 were lower than the corresponding period in the previous year due to weaker market conditions and an increasingly competitive environment. Sales increased 1.0% to $544.6 million for the six 12
13 months ended June 30, 1999, compared with $539.0 million for the same period in 1998. The change in sales is discussed further in the following section on business segments. Net sales to international customers, including export sales from the U.S., were approximately 55% during the first half of 1999, compared with 50% during the first half of 1998. Bookings (incoming orders for which there are purchase commitments) were $504.2 million, 10.4% lower than the first half of 1998 when bookings were $562.7 million. BUSINESS SEGMENTS Each business segment has been negatively impacted, to a greater or lesser degree, by unfavorable market conditions for the Company's chemical and petroleum customers. This has resulted in a highly competitive environment in which flow control companies pursue a more limited amount of business. This has lowered selling prices which have reduced margins. Margins are also lower year-over-year due to unfavorable product mix and reduced volumes in certain operations. Sales and operating income before special items (merger-related expenses) for each of the three business segments are: <TABLE> <CAPTION> ROTATING EQUIPMENT DIVISION ------------------------ Six Months Ended June 30, ------------------------ (In millions of dollars) 1999 1998 - --------------------------- ------------ ----------- <S> <C> <C> Sales $ 189.7 $ 186.7 Operating income 11.5 18.7 </TABLE> Sales in 1999 were comparable to the prior year period. Weakness in the markets for chemical-process pumps and parts business was more than offset by reduced backlog. Operating income before special items, as a percentage of sales, declined to approximately 6.1% in 1999 from about 10.0% in the prior-year period. The decline was due to lower sales and lower margins resulting from lower selling prices and an unfavorable product and market mix. <TABLE> <CAPTION> FLOW CONTROL DIVISION ------------------------ Six Months Ended June 30, ------------------------ (In millions of dollars) 1999 1998 -------------------------- ------------ ----------- <S> <C> <C> Sales $ 151.7 $ 153.0 Operating income 15.1 22.7 </TABLE> The decrease in sales was due to lower selling prices and lower sales volumes. Operating income before special items, as a percentage of sales, was 10.0% in the first half of 1999, compared with 14.8% in 1998. The decline in 1999 was generally due to lower selling prices on manual and control-valve products, an unfavorable product mix, including a decline in replacement-parts business, and a slight increase in selling and administrative expense primarily due to the Valtek Engineering acquisition. <TABLE> <CAPTION> FLOW SOLUTIONS DIVISION ---------------------- Six Months Ended June 30, ---------------------- (In millions of dollars) 1999 1998 - -------------------------- ----------- --------- <S> <C> <C> Sales $ 217.9 $ 214.8 Operating Income 29.6 33.0 </TABLE> Sales increased generally due to 1998 acquisitions. Operating income before special items, as a percentage of sales, decreased to 13.6% from 15.4% in 1998. The lower margins were generally due an unfavorable mix, lower selling prices and higher selling and administrative expenses, the result of an investment in additional personnel to support the growth of service operations and acquisition of new service centers. 13
14 CONSOLIDATED RESULTS The gross profit margin was 35.0% for the six months ended June 30, 1999, compared with 38.4% for the same period in 1998. The decrease was due to lower selling prices and an unfavorable product and market mix, as well as the Company's continued investment in service-related operations. Selling and administrative expense as a percentage of net sales was 24.5% for the six-month period ended June 30, 1999, compared with 24.4% for the corresponding 1998 period. The slight increase in selling and administrative expenses percentage was primarily due to 1998 acquisitions, increased expenses associated with some organizational changes and additional investments in personnel to support the growth of service operations. These factors were mitigated somewhat by cost-containment measures and merger benefits that reduced selling and administrative expense year-over-year by about $2.1 million. Research, engineering and development expense was $13.2 million for the six months of 1999, compared with $12.4 million during the same period last year. The higher level of spending was the result of an increased emphasis in this area. Interest expense during the first half of 1999 was $7.2 million, an increase of $0.5 million over the prior-year period primarily due to increased borrowing. Tax savings initiatives that were part of the merger integration tax planning project reduced the effective tax rate to 34.0% during the first half of 1999, compared with 35.0% during the same period in 1998. Earnings before special items for the first six months of 1999 were $24.1 million, or $0.64 per share. This was 37.2% below earnings before special items of $38.3 million, or $0.94 per share, for the same period in 1998. The reduction was generally due to the lower gross margin. Net earnings after special items were $18.9 million, or $0.50 per share, for the six months ended June 30, 1999, compared with $25.6 million, or $0.63 per share, for the same period in 1998. Special items were lower due to the completion of the initial phase of the merger integration program with current spending limited to Flowserver. MERGER INTEGRATION PROGRAM In 1997, the Company developed a program designed to achieve the synergies planned for the merger of BW/IP and Durco. The program included facility rationalizations in North America and Europe, organizational realignments at the corporate and divisional levels, procurement initiatives, investments in training and support for service operations. In the fourth quarter of 1997, the Company recognized a one-time restructuring charge of $32,600 related to this program. As of June 30, 1999, the restructuring portion of the merger integration is complete. Since the inception of the program, the Company has incurred costs related to the program of $53,146. Of this amount, $4,406 was incurred during the second quarter of 1999, compared with $11,906 during the second quarter of 1998. Effective January 1, 1999, merger integration costs relate solely to the Company's business process improvement program "Flowserver." The Company's Board of Directors approved a $120 million investment in Flowserver. This business process improvement program has costs and benefits incremental to the initial merger integration program. Flowserver includes the standardization of the Company's processes and the implementation of a global information system to facilitate common best practices. The investment in Flowserver is expected to occur 14
15 over a five-year period. Less than one-third of the costs associated with this program are expected to be capitalized, with the balance expensed. During 1999, it is estimated that expense associated with this program will be approximately $18 million. LIQUIDITY AND CAPITAL RESOURCES Cash flows from operating activities for the first six months of 1999 of $22.1 million were significantly above the negative $3.3 million during the same period in 1998. The increase in cash flows in 1999 was primarily due to a lower level of incentive payouts and reduced merger related payments. Capital expenditures, net of disposals, were $20.2 million during the first six months of 1999, compared with $17.5 million in the first six months of 1998. Capital expenditures were funded primarily by operating cash flows. Capital expenditures in 1999 included about $3.4 million related to Flowserver. During the second quarter of 1998, the Company initiated a $100 million share repurchase program. In 1998, the Company spent approximately $64.5 million to repurchase approximately 2.8 million, or 7.1% of its outstanding shares. The Company generally used credit facilities to fund the purchases. The timing of future repurchases depends on market conditions, the market price of Flowserve's common stock and management's assessment of the Company's liquidity and cash flow needs. During the first six months of 1999, the Company spent $3.3 million to repurchase an additional 206,700 shares. All of the shares were repurchased during the first quarter. At June 30, 1999, total debt was 37.5% of the Company's capital structure, compared with 37.2% at December 31, 1998. The interest coverage ratio of the Company's indebtedness was 5.0 times interest at June 30, 1999, compared with 6.6 times interest at December 31, 1998. The Company believes that internally generated funds, together with access to external capital resources, will be sufficient to satisfy existing commitments and plans and will provide adequate financial flexibility to take advantage of potential strategic business opportunities should they arise. YEAR 2000 COSTS The Company has assessed how it might be impacted by the Year 2000 issue and has formulated and substantially completed implementation of a comprehensive plan to address all known concerns. The plan has not changed significantly since the end of the most recent fiscal year. The Year 2000 issue is briefly described below and is more fully described in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1998. The Year 2000 issue is the result of computer programs being written using two digits rather than four to define the applicable year. Any of the Company's computer systems that have time-sensitive software may recognize a date using "00" as the year 1900 rather than the year 2000. This could result in a system failure or miscalculations causing disruptions of operations, including, among other things, a temporary inability to process transactions, send invoices or engage in normal business activities. With regard to information systems, production, and other equipment and products, the Company is 100% complete with the assessment and plan development phase. Planned remediation efforts, testing and implementation are more than 95% complete and the Company is not currently aware of any current material system issues that remain unresolved. The Company will continue its diligent efforts to identify and remedy potential Year 2000 issues through the end of the year. 15
16 The Company is also working with its vendors and customers to ensure Year 2000 compliance throughout its supply chain. The Company developed a questionnaire that is used to survey vendors regarding compliance. In addition, the Company has prepared a standard letter outlining the importance of and commitment to resolving the Year 2000 issue in a timely manner, and this letter is used to respond to inquiries from customers. Although the review is continuing, the Company is not currently aware of any vendor or customer circumstances that may have a material adverse impact on the Company. The Company can provide no assurance that Year 2000 compliance plans will be successfully completed by suppliers and customers in a timely manner. The Company believes it has no significant exposure to contingencies related to the Year 2000 issue for the products it has sold. The Company's current estimate of the total cost for Year 2000 compliance is approximately $7.0 million, of which approximately $6.1 million had been incurred through June 30, 1999. Costs are being funded through operating cash flows. Virtually all of the amounts spent to date relate to the cost to repair or replace software and associated hardware. The Company's cost estimates include the amount specifically related to addressing Year 2000 issues, as well as costs for improved systems that are Year 2000 compliant. These systems would have been acquired in the ordinary course of business, but their acquisition was accelerated to ensure compliance by the Year 2000. Incremental spending in addition to the $7.0 million has not been, and is not expected to be, material because most Year 2000 compliance costs include items that are part of the standard procurement and maintenance of the Company's information systems and production and facilities equipment. Other non-Year 2000 efforts have not been materially delayed or impacted by the Company's Year 2000 initiatives. The Company continues to investigate and analyze potential operational problems and related costs that would likely result from the failure by the Company and certain third parties to complete efforts necessary to achieve Year 2000 compliance on a timely basis. In addition, the Company continues to monitor particular risks including nondelivery of goods and services from suppliers and vendors and the potential unavailability of utilities in international locations where the Company manufactures products. The Company believes that its most reasonably likely worst case scenario would relate to problems with the systems of third parties, rather than with the Company's internal operating systems. To mitigate potential non-compliance by vendors or customers, the Company is poised to seek alternative suppliers and purchase additional inventory prior to the end of the current year where circumstances warrant. If the lack of utilities or other adverse operational issues occur at any facility, the Company is prepared to transfer the manufacturing of its products to a functioning facility. The Company currently believes that the Year 2000 issue will not pose significant operational problems for the Company but will continue to evaluate the situation closely. There can be no assurance that the Year 2000 issues of other entities will not have a material adverse impact on the Company's systems or results of operations. As the Year 2000 approaches, the Company will continue to monitor the situation closely internally and externally and take the necessary course of action to insure minimal disruption to its operations. 16
17 FORWARDING-LOOKING INFORMATION IS SUBJECT TO RISK AND UNCERTAINTY This Report on Form 10-Q and other written reports and oral statements made from time to time by the Company contain various forward-looking statements and includes assumptions about Flowserve's future market conditions, operations and results. These statements are based on current expectations and are subject to significant risks and uncertainties. They are made pursuant to safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Among the many factors that could cause actual results to differ materially from the forward-looking statements are: further changes in the already competitive environment for the Company's products or competitors' responses to Flowserve's strategies; political risks or trade embargoes affecting important country markets; the health of the petroleum, chemical and power industries; economic turmoil in areas outside the United States; continued economic growth within the United States; unanticipated difficulties or costs or reduction in benefits associated with the implementation of the Company's "Flowserver" business process improvement initiative, including software; the impact of the "Year 2000" computer issue; and unforeseen impediments and costs to realign the combined Company's facilities and other capabilities with its strategic and business conditions. The Company undertakes no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise. 17
18 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE OF MARKET RISK There have been no material changes in reported market risk since the end of 1998. PART II OTHER INFORMATION ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS (c) During the second quarter of 1999, the Company issued 13,229 shares of restricted common stock pursuant to an exemption from registration under Section 4(2) of the Securities Act of 1933. Shares were issued for the benefit of directors and certain employees. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS (a) The Annual Meeting of Shareholders of the Company was held on April 22, 1999. (b) A proposal to approve the re-election of three Directors to the Board of Directors, in each case for a term of three years, was approved as follows with respect to each nominee for office: <TABLE> <CAPTION> Votes For Votes Withheld ------------------------ --------------------- <S> <C> <C> Michael F. Johnston 33,012,020 373,503 Charles M. Rampacek 33,093,037 292,486 Kevin E. Sheehan 33,066,357 319,166 </TABLE> The other Directors whose term continued after the meeting were Hugh K. Coble, Diane C. Harris, George T. Haymaker, Bernard G. Rethore, James O. Rollans and William C. Rusnack. (c) A proposal to approve a restructuring of the Company's stock-based incentive plans by reducing the authorized shares under the Flowserve Corporation Restricted Stock Plan and adopting the Flowserve Corporation 1999 Stock Option Plan was approved by shareholders with 25,899,274 votes cast for the proposal, 3,944,386 votes cast against the proposal and an aggregate of 3,541,863 abstentions and broker nonvotes. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibit - 10.1 Amendment No. 2 to Flowserve Corporation 1998 Restricted Stock Plan. (b) Exhibit 10.2 Employment agreement between Flowserve Corporation and C. Scott Greer. (c) Exhibit - 27. Financial Data Schedule (d) There were no reports on Form 8-K filed during the quarter ended June 30, 1999. ------------------------------------------------- 18
19 SIGNATURE Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. FLOWSERVE CORPORATION (Registrant) /s/ Renee J. Hornbaker -------------------------------------------- Renee J. Hornbaker Vice President and Chief Financial Officer Date: August 13, 1999 - ------------------------- 19
20 INDEX TO EXHIBITS <TABLE> <CAPTION> EXHIBIT NUMBER DESCRIPTION - ------- ----------- <S> <C> 10.1 Amendment No. 2 to Flowserve Corporation 1998 Restricted Stock Plan. 10.2 Employment agreement between Flowserve Corporation and C. Scott Greer. 27. Financial Data Schedule </TABLE>