SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (X) Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For Quarterly Period Ended September 29, 1996 or ( ) 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 0-17873 GIDDINGS & LEWIS, INC. (Exact name of registrant as specified in its charter) Wisconsin 39-1643189 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 142 Doty Street, Fond du Lac, Wisconsin 54935 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (414) 921-9400 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 Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Common Stock Outstanding as of September 29, 1996: 33,127,855 shares GIDDINGS & LEWIS, INC. Form 10-Q Index For Quarter Ended September 29, 1996 Page PART I. Financial Information Item 1. Condensed Consolidated Statements of Income 3 Condensed Consolidated Statements of Cash Flow 4 Condensed Consolidated Balance Sheets 5 Condensed Consolidated Statement of Changes in Shareholders' Equity 6 Notes to Condensed Consolidated Financial Statements 7-9 Item 2. Management's Discussion and Analysis of Results of Operations and Financial Condition 10-14 PART II. Other Information Item 6. Exhibits and Reports on Form 8-K 15 Signatures 16 Exhibit Index 17 GIDDINGS & LEWIS, INC. CONDENSED CONSOLIDATED STATEMENTS OF INCOME (In Thousands Except Share and Per Share Data) (Unaudited) Three months ended Nine months ended Sept. 29, Oct. 1, Sept. 29, Oct. 1, 1996 1995 1996 1995 Net Sales $ 185,794 $ 195,921 $ 577,860 $ 521,622 Costs and expenses: Cost of sales 150,770 153,663 457,193 409,860 Selling, general and administrative expenses 18,628 18,601 59,443 48,749 Depreciation and amortization 5,569 5,867 16,626 15,226 -------- ------- ------- ------- Total operating expenses 174,967 178,131 533,262 473,835 -------- ------- ------- ------- Operating income 10,827 17,790 44,598 47,787 Interest expense, net 2,424 3,399 7,104 6,415 Other (income)/expense (79) 253 (499) 115 -------- -------- ------- ------- Income before provision for income taxes 8,482 14,138 37,993 41,257 Provision for income taxes 2,885 5,595 12,701 16,299 -------- -------- ------- ------- Net income $ 5,597 $ 8,543 $ 25,292 $ 24,958 ======== ======== ======= ======= Per common share amounts: Net income $ 0.17 $ 0.25 $ 0.74 $ 0.73 ======= ======== ======= ======= Dividends declared $ 0.03 $ 0.03 $ 0.09 $ 0.09 ======= ======== ======= ======= Average number of common shares outstanding 33,846,084 34,409,742 34,330,207 34,390,048 GIDDINGS & LEWIS, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW (In Thousands-Unaudited) Three months ended Nine months ended Sept. 29, Oct. 1, Sept. 29, Oct. 1, 1996 1995 1996 1995 Operating activities: Net income $ 5,597 $ 8,543 $ 25,292 $ 24,958 Adjustments to reconcile net income to net cash provided (used) by operating activities: Depreciation and amortization 5,569 5,867 16,626 15,226 Net changes in working capital items, net of the effects of the acquisition of Fadal Engineering Company, Inc. 2,422 (1,619) 2,322 (41,947) Other (7,330) (7,719) (1,086) (8,701) ------- ------- ------- -------- Net cash provided (used) by operating activities 6,258 5,072 43,154 (10,464) ------- ------- ------- -------- Investing activities: Purchase of Fadal Engineering Company, Inc. - - 331 (179,579) Additions to property, plant and equipment (6,803) (3,907) (16,161) (11,194) Other (135) (901) 407 347 ------- ------- ------- -------- Net cash used by investing activities (6,938) (4,808) (15,423) (190,426) ------- ------- ------- -------- Financing activities: Proceeds from draws on lines of credit 54,970 41,000 128,437 320,938 Repayments under lines of credit (33,000) (137,168) (128,000) (233,168) Proceeds from sale of debt securities - 100,000 - 100,000 Payment for debt issue costs - (1,151) - (1,151) Payment for repurchase of stock (18,639) - (18,639) - Proceeds from stock options exercised - - 304 - Cash dividends (994) (1,033) (3,070) (3,097) Payment for redemption of preferred share purchase rights - (172) - (172) ------- ------- -------- ------- Net cash provided (used) by financing activities 2,337 1,476 (20,968) 183,350 ------- ------- -------- ------- Effect of exchange rate changes on cash (275) 165 (218) 323 ------- ------- -------- ------- Net increase (decrease) in cash and cash equivalents 1,382 1,905 6,545 (17,217) Cash and cash equivalents - beginning of period 19,379 4,950 14,216 24,072 ------- ------- ------- ------- Cash and cash equivalents - end of period $ 20,761 $ 6,855 $ 20,761 $ 6,855 ======= ======= ======= ======= GIDDINGS & LEWIS, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (In Thousands-Unaudited) September 29, December 31, 1996 1995 ASSETS Current assets: Cash and cash equivalents $ 20,761 $ 14,216 Accounts receivable 322,781 350,593 Inventories 113,480 102,281 Deferred income taxes 4,776 4,776 Other current assets 4,891 5,921 ------- ------- Total current assets 466,689 477,787 Fixed assets - net 115,928 111,382 Costs in excess of net acquired assets and other intangible assets 185,789 192,522 Deferred income taxes 19,504 19,700 Other assets 12,884 16,200 ------- ------- TOTAL ASSETS $800,794 $817,591 ======= ======= LIABILITIES & SHAREHOLDERS' EQUITY Current liabilities: Notes payable $ 37,430 $ 36,763 Accounts payable 34,450 67,676 Accrued expenses and other liabilities 95,894 77,888 ------- ------- Total current liabilities 167,774 182,327 Long-term debt 100,000 100,000 Long-term employee benefits and other long-term liabilities 36,411 42,723 -------- -------- Total liabilities 304,185 325,050 Contingencies - - Shareholders' equity: Common stock 3,462 3,442 Capital in excess of par 329,574 326,608 Retained earnings 183,005 160,783 Cumulative translation adjustment 3,710 4,223 -------- -------- 519,751 495,056 Less: Treasury Stock (18,639) - Unamortized compensation expense (4,503) (2,515) -------- -------- Total shareholders' equity 496,609 492,541 -------- -------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $800,794 $817,591 ======== ======== GIDDINGS & LEWIS, INC. CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY NINE MONTHS ENDED SEPTEMBER 29, 1996 (In Thousands, Except Share Amounts) (Unaudited) Capital in Treasury Cumul. Unamor. Total Common Stock Excess of Shares Retained Transl. Comp. Shareholders' Shares Amount Par Purchased Earnings Adj. Expense Equity Balance, December 31, 1995 34,422,043 $3,442 $326,608 $ 0 $160,783 $4,223 ($2,515) $492,541 Net stock award and options 200,812 20 2,849 (2,808) 61 Tax benefit related to vesting of restricted stock 117 117 Net income 25,292 25,292 Amortization of compensation expense 820 820 Cash dividends (3,070) (3,070) Translation adjustment (513) (513) Other 0 0 0 (18,639) 0 0 0 (18,639) ---------- ------ -------- -------- -------- ------ ------- -------- Balance, September 29, 1996 34,622,855 $3,462 $329,574 ($18,639) $183,005 $3,710 ($4,503) $496,609 ========= ====== ======== ======== ======== ====== ======= ======== See accompanying notes. GIDDINGS & LEWIS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS September 29, 1996 (Unaudited) 1. Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Due to the nature of a substantial portion of the Company's business (i.e., long-term and complex contracts), significant adjustments are sometimes required to reflect experience and other factors. Such adjustments are recorded as changes in estimates as part of the percentage-of-completion accounting in the period they become known. Operating results for the nine-month period ended September 29, 1996 are not necessarily indicative of the results that may be expected for the year ending December 31, 1996. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 1995 and Management's Discussion and Analysis of Results of Operations and Financial Condition included herein. The Company is organized into four major operating groups: Automation Technology, Integrated Automation, Automation Measurement and Control, and European Operations. The Automation Technology Group is responsible for the manufacture of cellular and flexible manufacturing systems, automated standalone machine tools, and machining centers, tooling, fixtures, castings and remanufacturing. The Integrated Automation Group produces flexible transfer lines, flexible machining systems, and assembly automation systems. Programmable industrial computers, servo systems, controls, and measurement products are offered by the Automation Measurement and Control Group. The European Operations Group offers most of the Company's product lines through its sales, engineering, manufacturing, and service facilities in England and Germany. 2. Inventories September 29, December 31, 1996 1995 (in thousands) Raw materials $ 55,713 $ 52,694 Work-in-process 40,656 38,038 Finished goods 17,111 11,549 -------- -------- $ 113,480 $ 102,281 ======== ======== 3. Contingencies The Company is involved in various environmental matters, including matters in which the Company and certain of its subsidiaries or alleged predecessors have been named as potentially responsible parties under the Comprehensive Environmental Response Compensation and Liability Act (CERCLA). These matters include a soil and water contamination matter at the Company's former West Allis, Wisconsin facility. In 1992, the Company was notified by the Wisconsin Department of Natural Resources (WDNR) of contamination at the West Allis site. In 1994, the Company sold most of the site, including the manufacturing facility. The Company has completed the WDNR approved clean-up plan on the nine acre portion of the site that was not sold. It is currently monitoring groundwater conditions at the site to gather data to support an eventual closure request to the WDNR. The Company has established accruals ($9.3 million and $10.0 million at September 29, 1996 and December 31, 1995, respectively) for all environmental contingencies of which management is currently aware in accordance with generally accepted accounting principles. In establishing these accruals, management considered (a) reports of environmental consultants retained by the Company, (b) the costs incurred to date by the Company at sites where clean-up is presently ongoing and the estimated costs to complete the necessary remediation work remaining at such sites, (c) the financial solvency, where appropriate, of other parties that have been responsible for effecting remediation at specified sites, and (d) the experience of other parties who have been involved in the remediation of comparable sites. The accruals recorded by the Company with respect to environmental matters have not been reduced by potential insurance or other recoveries and are not discounted. Although the Company has and will continue to pursue such claims against insurance carriers and other responsible parties, future potential recoveries remain uncertain and, therefore, were not recorded. Based on the foregoing and given current information, management believes that future costs in excess of the amounts accrued on all presently known and quantifiable environmental contingencies will not be material to the Company's financial position or results of operations. In another matter, a Michigan Department of Environmental Quality investigation into alleged environmental violations at the Company's Menominee, Michigan facility has resulted in the November 1994 issuance of a criminal complaint against the Company and two of its employees. The complaints, which are pending in Menominee County, Michigan district and circuit courts, generally focus on alleged releases of hazardous substances and the alleged illegal treatment and disposal of hazardous wastes. Two civil lawsuits are also pending which seek unspecified damages based on allegations of improper disposal and emissions at this facility. The Company is vigorously defending itself against all charges and allegations. Information presently available to the Company does not enable it to reasonably estimate potential civil or criminal penalties, or remediation costs, if any, related to these matters. The Company is also involved in other litigation and proceedings, including product liability claims. In the case of product liability, the Company is partially self-insured and has accrued for all claim exposure for which a loss is probable and reasonably estimable. Based on current information, management believes that future costs in excess of the amounts accrued for all existing litigation will not be material to the Company's financial position or results of operations. 4. Stock Repurchase Program On July 18, 1996, the Company announced that the Board of Directors had authorized management to repurchase up to 10% of Company's outstanding common stock. Such repurchases are expected to be made principally through open market transactions from time to time as the share price and market conditions warrant. The Company intends to fund any such repurchases with cash from operations and additional short-term borrowings. As of September 29, 1996, the Company had repurchased 1,495,000 shares at an aggregate purchase price of $18.6 million. GIDDINGS & LEWIS, INC. Management's Discussion and Analysis of Results of Operations and Financial Condition Results of Operations for the First Nine Months of 1996 Compared to 1995 The following table sets forth the Company's bookings by operating group in the period and consolidated backlog at period-end on a quarterly basis for the period July 3, 1995 through September 29, 1996. Oct. 1, Dec. 31, March 31, June 30, Sept. 29, 1995 1995 1996 1996 1996 (In Thousands) Operating group: Automation Technology $ 83,534 $ 75,782 $ 85,581 $ 66,088 $ 68,864 Integrated Automation 39,091 (17,956) 35,365 49,040 24,237 European Operations 24,470 79,699 35,848 15,425 42,693 Automation Measurement and Control 14,698 16,436 15,615 15,640 15,338 -------- -------- -------- -------- -------- Consolidated bookings $161,793 $153,961 $172,409 $146,193 $151,132 ======== ======== ======== ======== ======== Consolidated backlog $442,507 $388,156 $365,953 $305,989 $272,379 ======== ======== ======== ======== ======== Bookings in the first nine months of 1996 were $469.7 million compared to bookings in the first nine months of 1995 of $509.6 million. Automation Technology bookings of $220.5 million in the first nine months of 1996 increased 9.3% from $201.8 million in the comparable period of 1995 primarily as a result of bookings attributable to Fadal Engineering Co., Inc. (Fadal), which was acquired in April 1995. The increase attributable to Fadal was partially off-set by a decline in bookings for horizontal machining centers. Integrated Automation bookings in the first nine months totaled $108.6 million, a 44.4 % decrease from the year earlier period of $195.4 million. The decrease in Integrated Automation bookings was principally due to softness in demand for the Company's products in 1996 from its large automotive customers and the timing of order placement in 1995. The domestic automotive sector and its suppliers continue to be a major source for new orders for this group. European Operations bookings increased 55.0% from $60.6 million in the first nine months of 1995 to $94.0 million in the first nine months of 1996. Orders from the European automobile manufacturers were the significant contributor to the 1996 increase. Automation Measurement and Control bookings of $46.6 million for the first nine months of 1996 decreased 10.1% from the comparable 1995 period bookings of $51.8 million. Much of this decrease was the result of a reduction in orders from the domestic automotive industry as compared with the first nine months of 1995. Bookings in the third quarter of 1996 were $151.1 million compared to bookings in the third quarter of 1995 of $161.8 million. Automation Technology bookings were $68.9 million in the third quarter of 1996, a decrease of 17.6% from $83.5 million in the third quarter of 1995. This decline was caused primarily by a softness in demand for machining centers which the Company expects will continue at least into the fourth quarter of 1996. Integrated Automation bookings of $24.2 million in the third quarter of 1996 decreased 38.0% from $39.1 million in the third quarter of 1995 due to some softness in demand for the Company's metalcutting equipment. European Operations bookings increased 74.5% from $24.5 million in the third quarter 1995 to $42.7 million in the third quarter of 1996 due primarily to the timing of order placement. Automation Measurement and Control bookings of $15.3 million for the third quarter of 1996 increased 4.4% from $14.7 million in the third quarter of 1995 due to an increase in demand for controls products. Consolidated net sales in the first nine months of 1996 totaled $577.9 million compared to $521.6 million in the year earlier period. The increase in net sales was primarily related to the inclusion of Fadal for the full nine-month period in 1996. Net sales for Automation Technology of $255.0 million increased 25.7% from $202.9 million in the year earlier period due to the addition of Fadal for the full year. Integrated Automation net sales of $183.6 million decreased 8.8% from $201.2 million. European Operations sales in the first nine months of 1996 were $92.3 million, an increase of 44.7% from $63.7 million in the year earlier period. Automation Measurement and Control net sales decreased 12.6% to $47.0 million in the 1996 period compared to $53.8 million in the 1995 period. Consolidated net sales decreased from $195.9 million in the third quarter of 1995 to $185.8 million in the third quarter of 1996. In the third quarter of 1996, Automation Technology net sales totaled $72.7 million compared to $91.9 million in the year earlier period with the decrease resulting from softness in demand for machining centers. Integrated Automation net sales of $65.9 million in the third quarter of 1996 decreased from $66.8 million in the comparable 1995 period. European Operations net sales in the third quarter of 1996 were $33.6 million, a 74.0% increase from 1995 third quarter net sales of $19.3 million primarily due to the strong bookings in the fourth quarter of 1995. Net sales for the Automation Measurement and Control group were $13.6 million in the third quarter of 1996 compared to $17.9 million in the year earlier period. The decline in net sales was due to lower sales of measurement products. The consolidated gross margin percentage (before depreciation and amortization) for the first nine months and the third quarter of 1996 was 20.9% and 18.9%, respectively, as compared to 21.4% and 21.6% for the comparable 1995 periods. The decrease in the gross margin percentage in the third quarter of 1996 was primarily due to excess program costs on certain contracts related to new technology at Integrated Automation and a decline in sales of higher margin machining centers. The Company currently expects the softness in demand for machining centers to adversely impact margins in the fourth quarter of 1996. Selling, general, and administrative expenses (before depreciation and amortization) increased as a percentage of sales to 10.3% in the first nine months of 1996 from 9.3% in the year earlier period, and to 10.0% for the third quarter of 1996 from 9.5% in the third quarter of 1995. The first nine months of 1995 included the favorable settlement associated with the successful defense of a patent infringement suit. Net interest expense for the first nine months and third quarter of 1996 of $7.1 million and $2.4 million, respectively, changed from $6.4 million and $3.4 million, respectively, in the comparable 1995 periods. The increase in net interest expense for the first nine months of 1996 is mainly attributable to increased borrowings resulting from the acquisition of Fadal. The provision for income taxes of $12.7 million and $2.9 million for the first nine months and third quarter of 1996, respectively, is based on the estimated annual effective tax rate of 38% for 1996 which includes the one-time tax benefit in the first quarter of 1996 relating to the initial implementation of tax-planning strategies to capture the benefit of foreign losses. The Company's effective tax rate for the first nine months of 1996 was to 33.4% as compared to 39.5% for the year earlier period. The Company is working aggressively with a customer to resolve outstanding issues on two Integrated Automation contracts involving new technology. The Company and the customer are working together to find alternative uses for the equipment. These contracts have a total sales value of approximately $20 million. The Company is also working closely with another customer to finalize the engineering issues necessary to gain final customer acceptance on two other Integrated Automation contracts involving new technology which was developed at the customer's request. Acceptance will likely involve additional expenditures on the part of the Company. These contracts have a total sales value of approximately $108 million. The Company has accrued for the estimated minimum costs to be incurred with respect to these issues. However, as more information becomes available in the fourth quarter, the Company may incur additional charges to earnings to recognize costs associated with resolving the outstanding issues on these contracts and also to recognize all costs associated with the restructuring of this business as described below. The magnitude of these additional charges, which may be significant, will depend on the outcome of the negotiations and is not estimable at this time. To address these issues, the Company has underway significant initiatives to restructure the Integrated Automation business, including re- engineering the Company's cost estimating and proposal process. In November 1996 the Company announced a reduction in force at the Integrated Automation (Fraser) facility. Expenses for severance and termination costs as well as other restructuring costs are also expected to be charged to fourth quarter earnings. The foregoing discussion of the Company's results of operations contains material forward-looking statements intended to qualify for the safe harbors from liability established by the Private Securities Litigation Reform Act of 1995. These forward-looking statements can be generally identified as such because the context of the statement includes words such as the Company "expects", "could face" or other words of similar import. Similarly, statements that describe the Company's future plans or actions are also forward-looking statements. Such forward-looking statements are subject to certain risks and uncertainties which could cause actual results or outcomes to differ materially from those currently anticipated. Factors potentially affecting these forward-looking statements include an increase or decrease from expected levels of orders booked, the ability of the Company to achieve cost reduction targets and the ability of the Company to obtain customer acceptance of Integrated Automation programs currently pending. A substantial portion of the Company's products are sold under long-term, fixed price contracts with exacting performance specifications. Such contracts entail the risk of cost overruns and other exposures (including possible consequential damages) for the Company in the event the Company fails to perform under these contracts. The forward-looking statements are qualified by reference to this risk. The forward-looking statements are also premised on no significant change in the competitive environment, no significant variation in materials prices and no changes in general economic conditions that would further impact order activity for machine tools. The Company can give no assurance that no further adverse events impacting the forward looking statements will occur. The manufacture and sale of machine tools and related technology is a complex and difficult business, potentially affected by many unforeseen events beyond the control of the Company. Shareholders, potential investors and other readers are urged to consider these factors in evaluating the forward-looking statements and are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements included herein are only made as of the date of this Form 10-Q and the Company undertakes no obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances. Liquidity and Capital Resources at September 29, 1996 On September 29, 1996, the Company had $20.8 million of cash and cash equivalents on hand, which was an increase of $6.6 million from the balance on hand at the beginning of the year. For the first nine months of 1996, operating activities contributed $43.2 million of cash. Cash provided by working capital changes totaled $2.3 million. Investing activities used $15.4 million for the first nine months which included $16.2 million in capital expenditures. Financing activities used cash of $21.0 million which included repurchase of stock of $18.6 million and dividend payments of $3.0 million. On July 18, 1996, the Company announced that the Board of Directors had authorized management to repurchase up to 10% of the Company's outstanding common stock. Such repurchases are expected to be made principally through open market transactions from time to time as the share price and market conditions warrant. The Company intends to fund any such repurchases with cash from operations and additional short-term borrowings. The repurchase program is not expected to materially impact the Company's liquidity. As of September 29, 1996, the Company had repurchased 1,495,000 shares at an aggregate purchase price of $18.6 million. The Company believes its cash flows from operations and funds available under domestic and foreign credit agreements will be adequate to finance capital expenditures and working capital requirements for the foreseeable future. Item 6. Exhibits and Reports on Form 8-K (a) Exhibits 27 Financial Data Schedule (EDGAR Version only) (b) Reports on Form 8-K The Company filed no Current Reports on Form 8-K during the quarter ended September 29, 1996. 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. Giddings & Lewis, Inc. Date: November 13, 1996 /s/ Joseph R. Coppola Joseph R. Coppola Chairman and Chief Executive Officer Date: November 13, 1996 /s/ Richard C. Kleinfeldt Richard C. Kleinfeldt Vice-President - Finance (Chief Financial and Accounting Officer) EXHIBIT INDEX Exhibit No. Exhibit Description 27 Financial Data Schedule (EDGAR Version only)