UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549
____________________

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
______________

Date of Report (Date of earliest event reported): May 2, 2019

FLOWSERVE CORPORATION
(Exact Name of Registrant as Specified in its Charter)

New York

1-13179

31-0267900

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

5215 N. O’Connor Blvd., Suite 2300, Irving, Texas

75039

(Address of Principal Executive Offices) (Zip Code)

(972) 443-6500
(Registrant’s telephone number, including area code)

N/A
(Former Name or Former Address, if Changed Since Last Report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, $1.25 Par Value FLS New York Stock Exchange

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.




Item 2.02 Results of Operations and Financial Condition.

On May 2, 2019, Flowserve Corporation, a New York corporation (the “Company”), issued a press release announcing financial results for its first quarter ended March 31, 2019.  A copy of this press release is attached as Exhibit 99.1 and incorporated herein by reference.

The information in this Item 2.02 of Form 8-K and in Exhibit 99.1 attached hereto is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.

Item 7.01 Regulation FD Disclosure.

On May 3, 2019, the Company will make a presentation about its financial and operating results for the first quarter of 2019, as noted in the press release described in Item 2.02 above.  The Company has posted the presentation on its website at http://www.flowserve.com under the “Investor Relations” section.

The information in this Item 7.01 of Form 8-K is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.

Item 9.01 Financial Statements and Exhibits.

(d)       Exhibits.

Exhibit No.

 

Description

 

99.1

Press Release, dated May 2, 2019.


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 hereunto duly authorized.


FLOWSERVE CORPORATION

 

 

Dated:

May 2, 2019 By:

 

/s/ LEE S. ECKERT

 

Lee S. Eckert

 

Senior Vice President, Chief Financial Officer

Exhibit 99.1

Flowserve Corporation Reports First Quarter 2019 Results

DALLAS--(BUSINESS WIRE)--May 2, 2019--Flowserve Corporation (NYSE: FLS), a leading provider of flow control products and services for the global infrastructure markets, today announced its financial results for the first quarter ended March 31, 2019.

First Quarter 2019 Highlights (all comparisons to the 2018 first quarter, unless otherwise noted)


“Flowserve’s 2019 first quarter results represent a good start to the year. Execution on our ongoing Flowserve 2.0 transformation, including the commercial intensity initiatives, has allowed us to capture an increased rate of customer aftermarket spending and project investment, driving a 19.3% increase in constant currency bookings for the quarter,” said Scott Rowe, Flowserve’s president and chief executive officer. “Additionally, we have improved the quality of our backlog and lowered product cost through our operations workstream, resulting in strong year-over-year improvement in our reported and adjusted gross and operating margins.”

Lee Eckert, Flowserve’s senior vice president and chief financial officer, added, “Our first quarter 2019 results support our full-year outlook, including our expectations for strong growth in full-year 2019 Adjusted EPS[1]. We were especially pleased that our Flowserve 2.0 transformation efforts and continued focus on cash flow generation resulted in solid working capital performance and free cash flow improvement of $160 million compared to the 2018 first quarter.”

Rowe concluded, “We are building momentum with our Flowserve 2.0 program to drive additional operational and productivity improvements across all levels of the organization. We expect to further leverage our recently combined pump segments to better serve our customers and capitalize on improving markets. I am confident that our ongoing transformation initiatives will position the Company to deliver on our 2019 full-year expectations and create significant long-term value for our customers, employees and shareholders.”

Full Year 2019 Guidance[3]

Flowserve reaffirmed its 2019 guidance, including its Reported and Adjusted EPS target range of $1.60 to $1.80 and $1.95 to $2.15, respectively. Both the Reported and the Adjusted EPS target range includes the expected revenue increase of approximately 4.0% to 6.0% year-over-year, and are based on previously announced assumptions, including net interest expense in the range of $55 to $57 million and an adjusted tax rate of 26% to 28%. While Flowserve expects 2019 earnings to reflect our traditional seasonality, the Company expects the greater weighting in the second half of the year, as additional transformation benefits are realized.

First Quarter 2019 Results Conference Call

Flowserve will host its conference call with the financial community on Friday, May 3rd at 11:00 AM Eastern. Scott Rowe, president and chief executive officer, as well as other members of the management team will be presenting. The call can be accessed by shareholders and other interested parties at www.flowserve.com under the “Investor Relations” section.

[1] See Reconciliation of Non-GAAP Measures table for detailed reconciliation of reported results to adjusted measures.

[2] Adjusted gross and operating margins are calculated by dividing adjusted gross profit and operating income, respectively, by revenues. Adjusted gross profit and adjusted operating income are derived by excluding the adjusted items. See reconciliation of Non-GAAP Measures table for detailed reconciliation.

[3] Adjusted 2019 EPS will exclude the Company’s realignment expenses, the impact from other specific one-time events and below-the-line foreign currency effects and utilizes year-end 2018 FX rates and approximately 132 million fully diluted shares.

– FX headwind is calculated by comparing the difference between the actual average FX rates of 2018 and the year-end 2018 spot rates both as applied to our 2019 expectations, divided by the number of shares expected for 2019.


About Flowserve

Flowserve Corp. is one of the world’s leading providers of fluid motion and control products and services. Operating in more than 50 countries, the company produces engineered and industrial pumps, seals and valves as well as a range of related flow management services. More information about Flowserve can be obtained by visiting the company’s Web site at www.flowserve.com.

Safe Harbor Statement: This news release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, which are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, as amended. Words or phrases such as, "may," "should," "expects," "could," "intends," "plans," "anticipates," "estimates," "believes," "forecasts," "predicts" or other similar expressions are intended to identify forward-looking statements, which include, without limitation, earnings forecasts, statements relating to our business strategy and statements of expectations, beliefs, future plans and strategies and anticipated developments concerning our industry, business, operations and financial performance and condition.

The forward-looking statements included in this news release are based on our current expectations, projections, estimates and assumptions. These statements are only predictions, not guarantees. Such forward-looking statements are subject to numerous risks and uncertainties that are difficult to predict. These risks and uncertainties may cause actual results to differ materially from what is forecast in such forward-looking statements, and include, without limitation, the following: a portion of our bookings may not lead to completed sales, and our ability to convert bookings into revenues at acceptable profit margins; changes in global economic conditions and the potential for unexpected cancellations or delays of customer orders in our reported backlog; our dependence on our customers’ ability to make required capital investment and maintenance expenditures; if we are not able to successfully execute and realize the expected financial benefits from our strategic transformation and realignment initiatives, our business could be adversely affected; risks associated with cost overruns on fixed-fee projects and in taking customer orders for large complex custom engineered products; the substantial dependence of our sales on the success of the oil and gas, chemical, power generation and water management industries; the adverse impact of volatile raw materials prices on our products and operating margins; economic, political and other risks associated with our international operations, including military actions, trade embargoes or changes to tariffs or trade agreements that could affect customer markets, particularly North African, Russian and Middle Eastern markets and global oil and gas producers, and non-compliance with U.S. export/re-export control, foreign corrupt practice laws, economic sanctions and import laws and regulations; increased aging and slower collection of receivables, particularly in Latin America and other emerging markets; our exposure to fluctuations in foreign currency exchange rates, including in hyperinflationary countries such as Venezuela and Argentina; our furnishing of products and services to nuclear power plant facilities and other critical processes; potential adverse consequences resulting from litigation to which we are a party, such as litigation involving asbestos-containing material claims; expectations regarding acquisitions and the integration of acquired businesses; our relative geographical profitability and its impact on our utilization of deferred tax assets, including foreign tax credits; the potential adverse impact of an impairment in the carrying value of goodwill or other intangible assets; our dependence upon third-party suppliers whose failure to perform timely could adversely affect our business operations; the highly competitive nature of the markets in which we operate; environmental compliance costs and liabilities; potential work stoppages and other labor matters; access to public and private sources of debt financing; our inability to protect our intellectual property in the U.S., as well as in foreign countries; obligations under our defined benefit pension plans; our internal control over financial reporting may not prevent or detect misstatements because of its inherent limitations, including the possibility of human error, the circumvention or overriding of controls, or fraud; the recording of increased deferred tax asset valuation allowances in the future or the impact of tax law changes on such deferred tax assets could affect our operating results; our information technology infrastructure could be subject to service interruptions, data corruption, cyber-based attacks or network security breaches, which could disrupt our business operations and result in the loss of critical and confidential information; ineffective internal controls could impact the accuracy and timely reporting of our business and financial results; and other factors described from time to time in our filings with the Securities and Exchange Commission.


All forward-looking statements included in this news release are based on information available to us on the date hereof, and we assume no obligation to update any forward-looking statement.

The Company reports its financial results in accordance with U.S. generally accepted accounting principles (GAAP). However, management believes that non-GAAP financial measures which exclude certain non-recurring items present additional useful comparisons between current results and results in prior operating periods, providing investors with a clearer view of the underlying trends of the business. Management also uses these non-GAAP financial measures in making financial, operating, planning and compensation decisions and in evaluating the Company's performance. Throughout our materials we refer to non-GAAP measures as “Adjusted.” Non-GAAP financial measures, which may be inconsistent with similarly captioned measures presented by other companies, should be viewed in addition to, and not as a substitute for, the Company’s reported results prepared in accordance with GAAP.


 
 
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)        
Three Months Ended March 31,
(Amounts in thousands, except per share data) 2019 2018
 
Sales $ 890,051 $ 919,954
Cost of sales   (595,975 )   (648,521 )
Gross profit 294,076 271,433
Selling, general and administrative expense (205,154 ) (229,176 )
Net earnings from affiliates   2,309     3,168  
Operating income 91,231 45,425
Interest expense (14,031 ) (14,879 )
Interest income 2,023 1,639
Other income (expense), net   (3,140 )   (7,155 )
Earnings before income taxes 76,083 25,030
Provision for income taxes   (16,587 )   (8,571 )
Net earnings, including noncontrolling interests 59,496 16,459
Less: Net earnings attributable to noncontrolling interests   (2,235 )   (1,316 )
Net earnings attributable to Flowserve Corporation $ 57,261   $ 15,143  
 
Net earnings per share attributable to Flowserve Corporation common shareholders:
Basic $ 0.44 $ 0.12
Diluted 0.44 0.12
 

 
RECONCILIATION OF NON-GAAP MEASURES
(Unaudited)                    
 
Three Months Ended March 31, 2019
(Amounts in thousands, except per share data) As Reported (a) Realignment (1) Other Items As Adjusted
 
Sales $ 890,051 $ - $ - $ 890,051
Gross profit 294,076 (5,500 ) - 299,576
Gross margin 33.0 % - - 33.7 %
 
Selling, general and administrative expense (205,154 ) 17,430 (8,413 ) (3) (214,171 )
Loss on sale of business - - - -
 
Operating income 91,231 11,930 (8,413 ) 87,714
Operating income as a percentage of sales 10.3 % - - 9.9 %
 
Interest and other expense, net (15,148 ) - (2,707 ) (4) (12,441 )
 
Earnings before income taxes 76,083 11,930 (11,120 ) 75,273
Provision for income taxes (16,587 ) (19 ) (2) 2,711 (5) (19,279 )
Tax Rate 21.8 % 0.2 % 24.4 % 25.6 %
 
Net earnings attributable to Flowserve Corporation $ 57,261 $ 11,911 $ (8,409 ) $ 53,759
 
Net earnings per share attributable to Flowserve Corporation common shareholders:
Basic $ 0.44 $ 0.09 $ (0.06 ) $ 0.41
Diluted 0.44 0.09 (0.06 ) 0.41
 
Basic number of shares used for calculation 130,982 130,982 130,982 130,982
Diluted number of shares used for calculation 131,532 131,532 131,532 131,532
 
(a) Reported in conformity with U.S. GAAP

Notes:

(1) Represents realignment (expense) income incurred as a result of realignment programs. Income in selling, general and administrative due to gains from the sales of non-strategic manufacturing facilities that are included in our Realignment Programs.
(2) Includes tax impact of items above
(3) Represents Flowserve 2.0 transformation efforts
(4) Represents below-the-line foreign exchange impacts
(5) Includes tax impact of items above
 

 
RECONCILIATION OF NON-GAAP MEASURES
(Unaudited)                    
 
Three Months Ended March 31, 2018
(Amounts in thousands, except per share data) As Reported (a) Realignment (1) Other Items As Adjusted
 
Sales $ 919,954 $ - $ - $ 919,954
Gross profit 271,433 (7,156) - 278,589
Gross margin 29.5% - - 30.3%
 
Selling, general and administrative expense (229,176) (4,318) (5,467) (3) (219,391)
 
Operating income 45,425 (11,474) (5,467) 62,366
Operating income as a percentage of sales 4.9% - - 6.8%
 
Interest and other expense, net (20,395) - (7,952) (4) (12,443)
 
Earnings before income taxes 25,030 (11,474) (13,419) 49,923
Provision for income taxes (8,571) 2,295 (2) 2,838 (5) (13,704)
Tax Rate 34.2% 20.0% 21.1% 27.5%
 
Net earnings attributable to Flowserve Corporation $ 15,143 $ (9,179) $ (10,581) $ 34,903
 
Net earnings per share attributable to Flowserve Corporation common shareholders:
Basic $ 0.12 $ (0.07) $ (0.08) $ 0.27
Diluted 0.12 (0.07) (0.08) 0.27
 
Basic number of shares used for calculation 130,761 130,761 130,761 130,761
Diluted number of shares used for calculation 131,095 131,095 131,095 131,095
 
(a) Reported in conformity with U.S. GAAP

Notes:

(1) Represents realignment expense incurred as a result of realignment programs
(2) Includes tax impact of items above
(3) Represents $5.0 million related to implementation costs for the adoption of ASC 606 and $0.5 million related to Flowserve 2.0 transformation efforts
(4) Represents below-the-line foreign exchange impacts
(5) Includes tax impact of items above
 

 
SEGMENT INFORMATION
(Unaudited)          
FLOWSERVE PUMP DIVISION Three Months Ended March 31,
(Amounts in millions, except percentages) 2019 2018
Bookings $ 750.2 $ 604.2
Sales 609.4 644.4
Gross profit 200.6 183.3
Gross profit margin 32.9 % 28.4 %
SG&A 122.4 151.8
Segment operating income 80.5 34.7
Segment operating income as a percentage of sales 13.2 % 5.4 %
 
 
FLOW CONTROL DIVISION Three Months Ended March 31,
(Amounts in millions, except percentages) 2019 2018
Bookings $ 319.8 $ 327.3
Sales 282.1 277.2
Gross profit 97.7 88.2
Gross profit margin 34.6 % 31.8 %
SG&A 53.3 54.3
Segment operating income 44.4 33.9
Segment operating income as a percentage of sales 15.7 % 12.2 %
 

       
First Quarter 2019 - Segment Results
(dollars in millions, comparison vs. 2018 first quarter, unaudited)
 
FPD FCD
1st Qtr 1st Qtr
Bookings $ 750.2 $ 319.8
- vs. prior year 24.2 % -2.3 %
- on constant currency 29.0 % 1.0 %
 
Sales $ 609.4 $ 282.1
- vs. prior year -5.4 % 1.8 %
- on constant currency -1.8 % 5.3 %
 
Gross Profit $ 200.6 $ 97.7
- vs. prior year 9.4 % 10.8 %
 
Gross Margin (% of sales) 32.9 % 34.6 %
- vs. prior year (in basis points) 450 bps 280 bps
 
Operating Income $ 80.5 $ 44.4
- vs. prior year 131.9 % 31.1 %
- on constant currency 145.9 % 35.0 %
 
Operating Margin (% of sales) 13.2 % 15.7 %
- vs. prior year (in basis points) 780 bps 350 bps
 
Adjusted Operating Income * $ 67.2 $ 45.2
- vs. prior year 57.0 % 24.9 %
- on constant currency 68.5 % 28.5 %
 
Adj. Oper. Margin (% of sales)* 11.0 % 16.0 %
- vs. prior year (in basis points) 440 bps 290 bps
 
Backlog $ 1,423.5 $ 645.8
 
* Adjusted Operating Income and Adjusted Operating Margin exclude realignment charges
 

 
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)        
March 31, December 31,
(Amounts in thousands, except par value) 2019 2018
 
ASSETS
Current assets:
Cash and cash equivalents $ 637,710 $ 619,683
Accounts receivable, net of allowance for doubtful accounts of $51,525 and $51,501, respectively 781,382 792,434
Contract assets, net 224,850 228,579
Inventories, net 680,191 633,871
Prepaid expenses and other   112,490     108,578  
Total current assets 2,436,623 2,383,145
Property, plant and equipment, net of accumulated depreciation of $968,279 and $956,634, respectively 587,915 610,096
Operating lease right-of-use assets, net 198,656 -
Goodwill 1,191,706 1,197,640
Deferred taxes 47,745 44,682
Other intangible assets, net 186,290 190,550
Other assets, net   197,562     190,164  
Total assets $ 4,846,497   $ 4,616,277  
 
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable $ 398,052 $ 418,893
Accrued liabilities 405,633 391,406
Contract liabilities 207,742 202,458
Debt due within one year 72,197 68,218
Operating lease liabilities   37,807     -  
Total current liabilities 1,121,431 1,080,975
Long-term debt due after one year 1,392,238 1,414,829
Operating lease liabilities 160,315 -
Retirement obligations and other liabilities 464,527 459,693
Shareholders’ equity:
Common shares, $1.25 par value 220,991 220,991
Shares authorized – 305,000
Shares issued – 176,793
Capital in excess of par value 487,673 494,551
Retained earnings 3,575,014 3,543,007
Treasury shares, at cost – 45,969 and 46,237 shares, respectively (2,037,586 ) (2,049,404 )
Deferred compensation obligation 7,107 7,117
Accumulated other comprehensive loss   (566,400 )   (573,947 )
Total Flowserve Corporation shareholders' equity 1,686,799 1,642,315
Noncontrolling interests   21,187     18,465  
Total equity   1,707,986     1,660,780  
Total liabilities and equity $ 4,846,497   $ 4,616,277  
 

 
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)        
Three Months Ended March 31
(Amounts in thousands) 2019 2018
 
Cash flows – Operating activities:
Net earnings, including noncontrolling interests $ 59,496 $ 16,459
Adjustments to reconcile net earnings to net cash provided (used) by operating activities:
Depreciation 23,361 24,693
Amortization of intangible and other assets 4,105 4,220
Stock-based compensation 7,609 3,962
Foreign currency and other non-cash adjustments (15,454 ) (7,227 )
Change in assets and liabilities:
Accounts receivable, net 8,174 41,850
Inventories, net (49,478 ) (48,599 )
Contract assets, net 1,631 (64,402 )
Prepaid expenses and other assets, net (5,128 ) 203
Accounts payable (15,399 ) (59,645 )
Contract liabilities 5,567 (3,870 )
Accrued liabilities and income taxes payable 11,462 (32,583 )
Retirement obligations and other (652 ) (2,024 )
Net deferred taxes   3,225     6,236  
Net cash flows provided (used) by operating activities   38,519     (120,727 )
Cash flows – Investing activities:
Capital expenditures (10,638 ) (13,490 )
Proceeds from disposal of assets and other   39,211     600  
Net cash flows provided (used) by investing activities   28,573     (12,890 )
Cash flows – Financing activities:
Payments on long-term debt (15,000 ) (15,000 )
Proceeds under other financing arrangements 1,660 76
Payments under other financing arrangements (2,484 ) (4,198 )
Payments related to tax withholding for stock-based compensation (2,861 ) (2,288 )
Payments of dividends (24,909 ) (24,826 )
Other   (192 )   (619 )
Net cash flows provided (used) by financing activities (43,786 ) (46,855 )
Effect of exchange rate changes on cash   (5,279 )   12,684  
Net change in cash and cash equivalents 18,027 (167,788 )
Cash and cash equivalents at beginning of period   619,683     703,445  
Cash and cash equivalents at end of period $ 637,710   $ 535,657  
 

CONTACT:
Flowserve Contacts
Investor Contacts:
Jay Roueche, Vice President, Investor Relations & Treasurer (972) 443-6560
Mike Mullin, Director, Investor Relations (972) 443-6636

Media Contact:
Lars Rosene, Vice President, Corporate & Marketing Communications (972) 443-6644