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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549


FORM 10-Q


ý

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTER ENDED JUNE 30, 2003

OR

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM                               TO                              .

Commission file number 1-13179


FLOWSERVE CORPORATION
(Exact name of registrant as specified in its charter)

New York
(State or other jurisdiction of organization)
  31-0267900
(I.R.S. Employer Incorporation or
Identification No.)

222 W. Las Colinas Boulevard
Suite 1500, Irving

(Address of principal executive offices)

 


75039
(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 ý    No o

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12B-2 of the Exchange Act). Yes ý    No o

Shares of Common Stock, $1.25 par value,
outstanding as of August 8, 2003
  55,245,218




FLOWSERVE CORPORATION
INDEX

 
 
  Page
No.

Part I.    FINANCIAL INFORMATION    

     Item 1.

Financial Statements

 

 

 

Consolidated Statements of Income—
Three Months Ended June 30, 2003 and 2002 (unaudited)

 

3

 

Consolidated Statements of Comprehensive Income—
Three Months Ended June 30, 2003 and 2002 (unaudited)

 

3

 

Consolidated Statements of Income—
Six Months Ended June 30, 2003 and 2002 (unaudited)

 

4

 

Consolidated Statements of Comprehensive Income—
Six Months Ended June 30, 2003 and 2002 (unaudited)

 

4

 

Consolidated Balance Sheets—
June 30, 2003 (unaudited) and December 31, 2002

 

5

 

Consolidated Statements of Cash Flows—
Six Months Ended June 30, 2003 and 2002 (unaudited)

 

6

 

Notes to Consolidated Financial Statements

 

7

     Item 2.

Management's Discussion and Analysis

 

29

     Item 3.

Quantitative and Qualitative Disclosure of Market Risks

 

49

     Item 4.

Controls and Procedures

 

49

PART II.    OTHER INFORMATION

 

 

     Item 2.

Changes in Securities and Use of Proceeds

 

50

     Item 4.

Submission of Matters to Vote of Security Holders

 

50

     Item 6.

Exhibits and Reports on Form 8-K

 

51

SIGNATURE

 

52

2



Part I. FINANCIAL INFORMATION

Item 1. Financial Statements

FLOWSERVE CORPORATION
(Unaudited)

CONSOLIDATED STATEMENTS OF INCOME

 
  Three Months Ended June 30,
(Amounts in thousands, except per share data)

  2003
  2002
Sales   $ 614,036   $ 592,728
Cost of sales     434,068     410,703
   
 
Gross profit     179,968     182,025
Selling, general and administrative expense     130,447     122,019
Integration expense     5,662     2,005
Restructuring expense     808     644
   
 
Operating income     43,051     57,357
Net interest expense     20,703     23,892
Loss on optional prepayments of debt     480     9,749
Other expense, net     1,674     1,645
   
 
Earnings before income taxes     20,194     22,071
Provision for income taxes     6,967     7,726
   
 
Net earnings   $ 13,227   $ 14,345
   
 
Earnings per share:            
  Basic   $ 0.24   $ 0.28
   
 
  Diluted   $ 0.24   $ 0.27
   
 
Average shares outstanding—basic     55,158     51,920
Average shares outstanding—diluted     55,313     52,679


CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

 
  Three Months Ended June 30,
(Amounts in thousands)

  2003
  2002
Net earnings   $ 13,227   $ 14,345
   
 
Other comprehensive income:            
  Foreign currency translation adjustments     27,527     39,772
  Cash flow hedging activity, net of tax effects     (1,050 )   1,864
   
 
Other comprehensive income     26,477     41,636
   
 
Comprehensive income   $ 39,704   $ 55,981
   
 

See accompanying notes to consolidated financial statements.

3



FLOWSERVE CORPORATION
(Unaudited)

CONSOLIDATED STATEMENTS OF INCOME

 
  Six Months Ended
June 30,

(Amounts in thousands, except per share data)

  2003
  2002
Sales   $ 1,178,047   $ 1,039,779
Cost of sales     828,577     715,718
   
 
Gross profit     349,470     324,061
Selling, general and administrative expense     258,771     222,175
Integration expense     12,073     2,005
Restructuring expense     1,820     644
   
 
Operating income     76,806     99,237
Net interest expense     40,950     45,712
Loss on optional prepayments of debt     639     9,749
Other expense, net     2,441     2,110
   
 
Earnings before income taxes     32,776     41,666
Provision for income taxes     11,307     14,583
   
 
Net earnings   $ 21,469   $ 27,083
   
 
Earnings per share:            
  Basic   $ 0.39   $ 0.56
   
 
  Diluted   $ 0.39   $ 0.55
   
 
Average shares outstanding—basic     55,159     48,541
Average shares outstanding—diluted     55,312     49,238


CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

 
  Six Months Ended
June 30,

(Amounts in thousands)

  2003
  2002
Net earnings   $ 21,469   $ 27,083
   
 
Other comprehensive income:            
  Foreign currency translation adjustments     32,061     24,938
  Cash flow hedging activity, net of tax effects     (1,265 )   2,726
   
 
Other comprehensive income     30,796     27,664
   
 
Comprehensive income   $ 52,265   $ 54,747
   
 

See accompanying notes to consolidated financial statements.

4


FLOWSERVE CORPORATION

CONSOLIDATED BALANCE SHEETS

(Amounts in thousands, except per share data)

  June 30,
2003

  December 31,
2002

 
 
  (Unaudited)

   
 
ASSETS              
Current assets:              
  Cash and cash equivalents   $ 55,884   $ 49,293  
  Accounts receivable, net     472,166     490,811  
  Inventories     433,655     431,243  
  Deferred taxes     36,431     26,460  
  Prepaid expenses     30,055     33,225  
   
 
 
    Total current assets     1,028,191     1,031,032  
Property, plant and equipment, net     449,744     464,448  
Goodwill     865,047     833,492  
Other intangible assets, net     170,133     176,497  
Other assets     102,863     102,196  
   
 
 
Total assets   $ 2,615,978   $ 2,607,665  
   
 
 
LIABILITIES AND SHAREHOLDERS' EQUITY              
Current liabilities:              
  Accounts payable   $ 224,997   $ 230,603  
  Accrued liabilities     245,403     222,797  
  Long-term debt due within one year     32,081     38,610  
   
 
 
    Total current liabilities     502,481     492,010  
Long-term debt due after one year     984,922     1,055,748  
Retirement benefits and other liabilities     319,985     304,217  
Shareholders' equity:              
  Serial preferred stock, $1.00 par value, 1,000 shares authorized, no shares issued          
  Common shares, $1.25 par value     72,018     72,018  
    Shares authorized—120,000              
    Shares issued—57,614              
  Capital in excess of par value     477,790     477,635  
  Retained earnings     430,492     409,023  
   
 
 
      980,300     958,676  
  Treasury stock, at cost—2,785 and 2,794 shares     (63,338 )   (63,809 )
  Deferred compensation obligation     7,341     7,332  
  Accumulated other comprehensive loss     (115,713 )   (146,509 )
   
 
 
    Total shareholders' equity     808,590     755,690  
   
 
 
Total liabilities and shareholders' equity   $ 2,615,978   $ 2,607,665  
   
 
 

See accompanying notes to consolidated financial statements.

5


FLOWSERVE CORPORATION
(Unaudited)

CONSOLIDATED STATEMENTS OF CASH FLOWS

 
  Six Months Ended June 30,
 
(Amounts in thousands)

  2003
  2002
 
Cash flows—Operating activities:              
  Net earnings   $ 21,469   $ 27,083  
  Adjustments to reconcile net earnings to net cash provided by operating activities:              
    Depreciation     30,440     26,172  
    Amortization     5,193     3,618  
    Amortization of prepaid financing fees and discount     2,491     2,725  
    Loss on optional prepayments of debt     639     9,749  
    Net gain on the disposition of fixed assets     (20 )   (72 )
  Change in assets and liabilities:              
    Accounts receivable     39,661     4,931  
    Inventories     13,006     (7,562 )
    Prepaid expenses     (84 )   8,589  
    Other assets     (2,371 )   (2,482 )
    Accounts payable     (18,631 )   (9,106 )
    Accrued liabilities     (3,891 )   (16,021 )
    Income taxes payable     6,038     12,509  
    Retirement benefits and other liabilities     6,993     3,550  
    Net deferred taxes     (3,589 )   16,385  
   
 
 
Net cash flows provided by operating activities     97,344     80,068  
   
 
 
Cash flows—Investing activities:              
  Capital expenditures     (12,749 )   (14,767 )
  Cash received for disposal of assets         1,672  
  Payments for acquisitions, net of cash acquired         (529,716 )
   
 
 
Net cash flows used by investing activities     (12,749 )   (542,811 )
   
 
 
Cash flows—Financing activities:              
  Net repayments under lines of credit         (70,000 )
  Proceeds from long-term debt         795,306  
  Payments of long-term debt     (85,000 )   (495,591 )
  Payment of prepaid financing fees         (4,953 )
  Other direct costs of debt issuance         (726 )
  Net proceeds from stock option activity         16,849  
  Proceeds from issuance of common stock         275,925  
  Other         (110 )
   
 
 
Net cash flows used by financing activities     (85,000 )   516,700  
   
 
 
Effect of exchange rate changes     6,996     6,026  
   
 
 
Net change in cash and cash equivalents     6,591     59,983  
Cash and cash equivalents at beginning of year     49,293     21,533  
   
 
 
Cash and cash equivalents at end of period   $ 55,884   $ 81,516  
   
 
 

See accompanying notes to consolidated financial statements.

6


FLOWSERVE CORPORATION
(Unaudited)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands, except per share data)

1. Basis of Presentation and Accounting Policies

Basis of Presentation

The accompanying consolidated balance sheet as of June 30, 2003, and the related consolidated statements of income and comprehensive income for the three months and six months ended June 30, 2003 and 2002, and the consolidated statements of cash flows for the six months ended June 30, 2003 and 2002, are unaudited. In management's opinion, all adjustments comprising normal recurring adjustments necessary for a fair presentation of such consolidated 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 2002 Annual Report on Form 10-K. Interim results are not necessarily indicative of results to be expected for a full year.


Stock-Based Compensation

The Company has several stock-based employee compensation plans. The Company accounts for those plans under the recognition and measurement principles of APB Opinion No. 25, "Accounting for Stock Issued to Employees," and related interpretations. Currently, no stock-based employee compensation cost is reflected in net earnings for stock option grants, as all options granted under those plans had an exercise price equal to or in excess of the market value of the underlying common stock on the date of grant. However, as discussed more fully in Note 2, the Company is evaluating whether to adopt a transition option under FASB Statement (SFAS) No. 148, "Accounting for Stock-Based Compensation" to include all stock-based compensation in income.

Awards of restricted stock are generally valued at the market price of the Company's common stock on the date of grant and recorded as unearned compensation within shareholder's equity. The unearned compensation is amortized to compensation expense over the vesting period of the restricted stock.

The following table illustrates the effect on net earnings and earnings per share if the Company had applied the fair value recognition provisions of FASB Statement No. 123, "Accounting for Stock-Based Compensation", to stock-based employee

7



compensation, calculated using the Black-Scholes option-pricing model.

 
  Quarter Ended June 30,
 
 
  2003
  2002
 
Net earnings, as reported   $ 13,227   $ 14,345  

Restricted stock compensation expense included in net earnings, net of related tax effects

 

 

62

 

 

178

 

Less: Stock-based employee compensation expense determined under fair value method for all awards, net of related tax effects

 

 

(587

)

 

(768

)
   
 
 
Pro forma net earnings   $ 12,702   $ 13,755  

Earnings per share—basic:

 

 

 

 

 

 

 
  As reported   $ 0.24   $ 0.28  
  Pro forma   $ 0.23   $ 0.27  

Earnings per share—diluted:

 

 

 

 

 

 

 
  As reported   $ 0.24   $ 0.27  
  Pro forma   $ 0.23   $ 0.26  
 
  Six Months Ended June 30,
 
 
  2003
  2002
 
Net earnings, as reported   $ 21,469   $ 27,083  

Restricted stock compensation expense included in net earnings, net of related tax effects

 

 

124

 

 

381

 

Less: Stock-based employee compensation expense determined under fair value method for all awards, net of related tax effects

 

 

(1,175

)

 

(1,530

)
   
 
 
Pro forma net earnings   $ 20,418   $ 25,934  

Earnings per share—basic:

 

 

 

 

 

 

 
  As reported   $ 0.39   $ 0.56  
  Pro forma   $ 0.37   $ 0.53  

Earnings per share—diluted:

 

 

 

 

 

 

 
  As reported   $ 0.39   $ 0.55  
  Pro forma   $ 0.37   $ 0.53  

Because the determination of the fair value of all options granted includes an expected volatility factor and because additional option grants are expected to be made each year, the above pro forma disclosures are not representative of pro forma effects for future years.


Other Accounting Policies

The Company's accounting policies, for which no significant changes have occurred in the quarter or six months ended June 30, 2003, are detailed in Note 1 of its 2002 Annual Report on Form 10-K.


2. Recent Accounting Developments

Pronouncements Implemented

In August 2001, the FASB issued SFAS No. 143, "Accounting for Asset Retirement Obligations". SFAS No. 143 addresses financial accounting and reporting for obligations associated with the retirement of tangible long-lived assets and the associated asset retirement costs. Generally, this pronouncement requires companies to recognize the fair value of liabilities for retiring their facilities at the point that legal obligations associated with their retirement are incurred, with an offsetting increase to the carrying value of the facility. The expense associated with the retirement becomes a component of a facility's depreciation, which is recognized over its useful life. The Company adopted SFAS No. 143 on January 1, 2003, however the adoption did not have a significant effect on its consolidated financial position or results of operations due to limited abandonment and retirement obligations associated with its facilities.

In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections." The most significant impact of SFAS No. 145 is to eliminate the requirement that gains and losses from the extinguishment of debt be classified as extraordinary items unless they are infrequent and unusual in nature. The

8



Company adopted SFAS No. 145 on January 1, 2003 and has reclassified its previously reported extraordinary items from the second, third and fourth quarters of 2002, which relate to early extinguishment of debt, to become a component of earnings before income taxes.

In July 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated with Exit or Disposal Activities". SFAS No. 146 requires that a liability for a cost associated with an exit or disposal activity be recognized initially at fair value when the liability is incurred. Under previous accounting rules, costs to exit or dispose of an activity were generally recognized at the date that the exit or disposal plan was committed to and communicated. The Company adopted SFAS No. 146 on January 1, 2003 to account for exit and disposal activities arising after that date. See Note 11, "Restructuring and Integration of IFC", for a detailed discussion of the Company's current restructuring initiatives.

In October 2002, the FASB issued SFAS No. 147, "Acquisitions of Certain Financial Institutions", which became effective for the Company upon issuance. SFAS No. 147 does not have applicability to the Company and therefore its implementation did not impact the financial position or results of operations.

In December 2002, the FASB issued SFAS No. 148, which became effective for the Company upon its issuance. SFAS No. 148 provides three transition options for companies that account for stock-based compensation, such as stock options, under the intrinsic-value method to convert to the fair value method. SFAS No. 148 also revised the prominence and character of the disclosures related to companies' stock-based compensation. For 2003, the Company is evaluating whether to adopt a transition option to include all stock-based compensation in income under the provisions of SFAS No. 148. The Company has included the disclosures prescribed by SFAS No. 148 within Note 1 of these consolidated financial statements.

During November 2002, the FASB issued FASB Interpretation (FIN) No. 45, "Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others". FIN No. 45 generally requires a guarantor to recognize a liability for obligations arising from guarantees. FIN No. 45 also requires new disclosures for guarantees meeting certain criteria outlined in that pronouncement. The disclosure requirements of FIN No. 45 became effective for the Company at December 31, 2002 and were implemented as of that date. The recognition and measurement provisions of FIN No. 45 became effective on January 1, 2003 and have been implemented for guarantees issued after that date.


Pronouncements Not Yet Implemented

In April 2003, the FASB issued SFAS No. 149, "Amendment of Statement 133 on Derivative Instruments and Hedging Activities." SFAS No. 149 amends and clarifies the accounting and reporting for derivative contracts, including hedges. The amendments and clarifications under SFAS No. 149 generally serve to codify the conclusions reached by the Derivatives Implementation Group, to incorporate other FASB projects on financial instruments, and to clarify other implementation issues. SFAS No. 149 becomes effective prospectively for the Company for derivative contracts entered into or modified after June 30, 2003. The Company does not expect that the implementation of SFAS No. 149 will have a material effect on its consolidated financial position or results of operations.

In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity." SFAS No. 150 generally requires the recognition as liabilities in the balance sheet for obligations under financial instruments possessing both liability and equity characteristics, such as mandatorily redeemable instruments, obligations to repurchase equity shares by transferring assets and obligations to issue a variable number of

9



shares. SFAS No. 150 becomes effective for the Company beginning July 1, 2003 at which time any instruments governed by the pronouncement would be incorporated into the Company's liabilities. The Company does not expect that the implementation of SFAS No. 150 will have a material effect on its consolidated financial position or results of operations.

During January 2003, the FASB issued FIN No. 46, "Consolidation of Variable Interest Entities". FIN No. 46 provides guidance for companies having ownership of variable interest entities, typically referred to as special purpose entities, in determining whether to consolidate such variable interest entities. FIN No. 46 has immediate applicability for variable interest entities created after January 31, 2003 or interests in variable interest entities obtained after that date. For interests in variable interest entities obtained prior to February 1, 2003, FIN No. 46 becomes effective on July 1, 2003. The Company does not believe the adoption will have a significant effect on its consolidated financial position or results of operations.


3. Allowance for Doubtful Accounts

Accounts receivable are stated net of the allowance for doubtful accounts of $18.6 million and $21.0 million at June 30, 2003 and December 31, 2002, respectively. The reduction in the allowance for doubtful accounts reflects a lower level of past due receivables.


4. Goodwill

The changes in the carrying amount of goodwill for the six months ending June 30, 2003 are as follows:

(Amounts in thousands)

  Flowserve
Pump

  Flow
Solutions

  Flow
Control

  Total
Balance as of December 31, 2002   $ 462,231   $ 29,512   $ 341,749   $ 833,492
Refinements to purchase price allocation of IFC(1)             24,860     24,860
Currency translation     2,131     1,319     3,245     6,695
   
 
 
 
Balance as of June 30, 2003   $ 464,362   $ 30,831   $ 369,854   $ 865,047
   
 
 
 


5. Derivative Instruments and Hedges

The Company enters into forward contracts to hedge its risk associated with transactions denominated in foreign currencies. The Company's risk management and derivatives policy specify the conditions in which the Company enters into derivative contracts. As of June 30, 2003, the Company had approximately $78.3 million of notional amount in outstanding contracts with third parties. As of June 30, 2003, the maximum length of any forward contract in place was 23 months. The fair value of outstanding forward contracts entered into by the Company at June 30, 2003 was $1.9 million and $3.3 million at December 31, 2002. During the quarters ended June 30, 2003 and 2002, respectively, the Company recognized changes in fair value, net of reclassifications, for losses of $0.9 million and for gains of $4.3 million, before income taxes, in comprehensive income related to its forward contracts.

10



The Company, also as part of its risk management program, enters into interest rate swap agreements to hedge its exposure to floating interest rates on certain portions of its debt. As of June 30, 2003, the Company had $215.0 million of notional amount in outstanding interest rate swaps with third parties. As of June 30, 2003, the maximum length of any interest rate contract in place was approximately 41 months. At June 30, 2003, the fair value of the interest rate swap agreements was a liability of $10.8 million and $9.8 million at December 31, 2002. During the quarters ended June 30, 2003 and 2002, respectively, the Company recognized changes in fair value, net of reclassifications, for losses of $0.7 million and for losses of $1.4 million, before income taxes, in comprehensive income related to its interest rate swap agreements.

The Company is exposed to risk from credit-related losses resulting from nonperformance by counterparties to its financial instruments. The Company performs credit evaluations of its counterparties under forward contracts and interest rate swap agreements and expects all counterparties to meet their obligations and has experienced no credit losses from its counterparties. Hedging related transactions recorded in comprehensive income are presented net of deferred taxes calculated at 35%.


6. Acquisition of Invensys Flow Control

On May 2, 2002, the Company completed its acquisition of Invensys plc's flow control division (IFC) for an aggregate purchase price of $535 million, subject to adjustment pursuant to the terms of the purchase and sale agreement. IFC manufactures valves, actuators and associated flow control products, and provides the Company with a more balanced mix of revenue among pumps, valves and seals as well as a more diversified geographic and end market mix. The Company financed the acquisition and associated transaction costs with a combination of bank financing and net proceeds of approximately $276 million received from the issuance of 9.2 million shares of common stock in April 2002.

The operating results of IFC have been included in the consolidated statement of operations from the date of acquisition. The purchase price for the IFC acquisition has been allocated to assets acquired and liabilities assumed based on estimated fair value at the date of acquisition.

The Company has completed its purchase price allocation of IFC and expects no further revisions.

The table below reflects unaudited pro forma results of the Company and IFC as if the acquisition had taken place at the beginning of 2002, including estimated purchase accounting adjustments and financing costs.

 
  Three Months
Ended June 30,

(Amounts in thousands, except per share data)

  2003
  2002
Net sales   $ 614,036   $ 621,350
Net earnings     13,227     12,326
Net earnings per share—basic   $ 0.24   $ 0.22
Net earnings per share—diluted     0.24     0.22
 
  Six Months
Ended June 30,

(Amounts in thousands, except per share data)

  2003
  2002
Net sales   $ 1,178,047   $ 1,197,116
Net earnings     21,469     35,840
Net earnings per share—basic   $ 0.39   $ 0.65
Net earnings per share—diluted     0.39     0.65

11



7. Debt

Debt, including capital lease obligations, consisted of:

(Amounts in thousands)

  June 30,
2003

  December 31,
2002

Term Loan Tranche A, interest rate of 3.65% and 5.06% (Euro) in 2003 and 3.94% and 5.19% (Euro) in 2002   $ 235,257   $ 259,265

Term Loan Tranche C, interest rate of 3.95% in 2003 and 4.19% in 2002

 

 

520,473

 

 

580,473

Senior Subordinated Notes net of discount, interest rate of 12.25%

 

 

260,647