<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(MARK ONE)
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 For the quarterly period ended SEPTEMBER 30, 1998
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: 01-13407
HUSSMANN INTERNATIONAL, INC.
----------------------------
(Exact name of registrant as specified in its charter)
<TABLE>
<CAPTION>
<S> <C>
DELAWARE 43-1791715
(State or other jurisdiction of (I.R.S. Employer incorporation
- ------------------------------------------------------------------------------------------------------------
or organization) Identification No.)
12999 ST. CHARLES ROCK ROAD, BRIDGETON, MISSOURI 63044-2483
(Address of principal executive offices) (Zip Code)
- ------------------------------------------------------------------------------------------------------------
</TABLE>
(314) 291-2000
(Registrant's telephone number, including area code)
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 [ ]
COMMON STOCK OUTSTANDING AT SEPTEMBER 30, 1998: 50,989,000 SHARES
<PAGE> 2
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
HUSSMANN INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited; Dollars in millions, except per share data)
<TABLE>
<CAPTION>
THREE-MONTHS ENDED NINE-MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
-------------------------------------- ----------------------------------
1998 1997 1998 1997
------------------ ------------------ ------------------ ---------------
<S> <C> <C> <C> <C>
Sales and revenues $ 333.2 $ 283.8 $ 872.0 $ 733.2
Cost of goods sold 257.9 221.2 692.3 587.3
------------ ---------- ----------- ----------
Gross profit 75.3 62.6 179.7 145.9
SG&A expenses 33.5 30.6 96.3 82.2
Amortization expense 0.2 0.5 0.8 1.3
Non-recurring charges -- 30.7 -- 30.7
------------ ---------- ----------- ----------
Operating income 41.6 0.8 82.6 31.7
Whitman charges -- 7.1 1.5 21.3
Interest expense:
Whitman -- 4.1 1.0 13.1
Other 5.9 0.5 14.2 1.0
------------ ---------- ----------- ----------
Total interest expense 5.9 4.6 15.2 14.1
Other income (expense), net (2.7) 0.3 (2.4) 1.2
------------ ---------- ------------ ----------
Income (loss) before income tax expense
and minority interests 33.0 (10.6) 63.5 (2.5)
Income tax expense 13.0 5.3 24.3 8.4
------------ ---------- ----------- ----------
Net income (loss) before minority interests 20.0 (15.9) 39.2 (10.9)
Minority interests 0.2 -- 0.9 --
------------ ---------- ----------- ----------
Net income (loss) $ 20.2 $ (15.9) $ 40.1 $ (10.9)
============ ========== =========== ==========
Weighted average shares - Basic 50,867,000 -- 50,870,000 --
Basic earnings per share $ 0.40 -- $ 0.79 --
Weighted average shares - Diluted 52,051,000 -- 52,156,000 --
Diluted earnings per share $ 0.39 -- $ 0.77 --
</TABLE>
See accompanying notes to consolidated financial statements.
2
<PAGE> 3
HUSSMANN INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in millions, except share data)
<TABLE>
<CAPTION>
(UNAUDITED)
SEPTEMBER 30, DECEMBER 31,
1998 1997
----------- -----------
ASSETS
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 44.2 $ 38.4
Receivables, net 295.9 208.8
Inventories 102.0 146.7
Other current assets 6.8 7.4
------- -------
Total current assets 448.9 401.3
Property and equipment, net 167.0 159.9
Goodwill, net 24.2 25.1
Other assets 32.6 27.7
------- -------
Total assets $ 672.7 $ 614.0
======= =======
LIABILITIES AND EQUITY
Current liabilities:
Short-term debt and
current portion long-term debt $ 13.5 $ 6.2
Accounts payable 138.8 126.8
Income taxes payable 9.8 14.2
Accrued expenses 74.5 74.6
------- -------
Total current liabilities 236.6 221.8
Loans and advances - Whitman -- 173.8
Long-term debt 236.2 3.2
Other liabilities 27.9 28.6
------- -------
Total liabilities 500.7 427.4
------- -------
Shareholders' equity:
Preferred stock, $.001 par value,
20,000,000 shares authorized, none
issued or outstanding -- --
Common stock, $.001 par value, 150,000,000
shares authorized, 50,989,000 shares
issued and outstanding 0.1 --
Additional paid-in capital 89.6 52.3
Retained earnings 144.0 188.1
Cumulative translation adjustment (57.7) (53.8)
Treasury stock, at cost: 242,716 shares (4.0) --
------- -------
Total shareholders' equity 172.0 186.6
------- -------
Total liabilities and shareholders' $ 672.7 $ 614.0
equity ======= =======
</TABLE>
See accompanying notes to consolidated financial statements.
3
<PAGE> 4
HUSSMANN INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited; Dollars in millions)
<TABLE>
<CAPTION>
NINE-MONTHS ENDED
SEPTEMBER 30,
-------------------------
1998 1997
------------ -----------
<S> <C> <C>
Cash flows from operating activities:
Net income (loss) $ 40.1 $ (10.9)
Adjustments to reconcile net income (loss) to net cash
provided by operating activities:
Depreciation and amortization 17.4 17.1
Non-recurring charges -- 30.7
Changes in assets and liabilities,
exclusive of acquisitions:
Receivables (78.5) 6.6
Inventories 47.1 (11.4)
Accounts payable 1.0 7.6
Income taxes payable (4.3) (5.4)
Accrued expenses (5.3) 5.2
Other 2.8 (8.9)
-------- --------
Net cash provided by operating activities 20.3 30.6
-------- --------
Cash flows from investing activities:
Capital investments (22.2) (25.7)
Companies acquired, net of cash (3.4) (12.4)
Other 0.5 0.4
-------- --------
Net cash used in investing activities (25.1) (37.7)
-------- --------
Cash flows from financing activities:
Net increase in short-term debt 7.3 1.3
Settlement of Whitman obligations, net (221.7) --
Net increase in loans and advances - Whitman -- (12.7)
Proceeds from issuance of long-term debt 425.8 --
Principal payments on long-term debt (192.8) --
Dividends paid (2.0) (2.2)
Acquisition of treasury stock (4.0) --
-------- --------
Net cash provided by (used in) financing activities 12.6 (13.6)
-------- --------
Effects of exchange rate changes on cash and cash equivalents (2.0) (0.5)
-------- --------
Net change in cash and cash equivalents 5.8 (21.2)
Cash and cash equivalents as of beginning of period 38.4 47.1
-------- --------
Cash and cash equivalents as of end of period $ 44.2 $ 25.9
======== ========
</TABLE>
See accompanying notes to consolidated financial statements.
4
<PAGE> 5
HUSSMANN INTERNATIONAL, INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited; Dollars in Millions)
1. BASIS OF PRESENTATION
On January 30, 1998, Whitman Corporation ("Whitman") distributed (the
"Distribution") 50.7 million shares of common stock of Hussmann ("Hussmann
Common Stock") to Whitman's shareholders. As a result of the spin-off (the
"Spin-off"), Hussmann became an independent, publicly held company. As required
by the context, "Hussmann" or the "Company" refers to Hussmann International,
Inc. or to the group of companies that became wholly-owned subsidiaries of
Hussmann International, Inc. in January 1998.
Except for the three-month period ended September 30, 1998, the accompanying
unaudited financial statements present the operations of Hussmann, which was
composed of wholly-owned subsidiaries of Whitman, including Hussmann Corporation
and its wholly-owned subsidiaries and other Hussmann companies owned by Whitman
but directly managed by Hussmann. In January 1998, the companies included in
these financial statements became wholly-owned subsidiaries of Hussmann. Prior
to the formation of Hussmann, the historical financial statements were combined
for financial reporting purposes. For all periods presented herein, the
financial statements will be referred to as consolidated financial statements.
The accompanying unaudited consolidated financial statements, in the opinion
of management, include all adjustments (consisting of normal, recurring items)
necessary to present fairly Hussmann's consolidated financial position and
results of its operations and cash flows for the periods presented. The
unaudited consolidated financial statements are presented in accordance with
requirements of Regulation S-X and consequently do not include all disclosures
required by generally accepted accounting principles. Results of operations for
the three-month and nine-month periods ended September 30, 1998, are not
necessarily indicative of the results that may be expected for the year ending
December 31, 1998.
Certain prior year amounts presented in the accompanying consolidated
financial statements have been reclassified to conform to current year
presentation.
2. EARNINGS PER SHARE
Hussmann adopted the provisions of Statement of Financial Accounting
Standards (SFAS) No. 128, "Earnings Per Share" ("Statement No. 128"), during the
first quarter of 1998. In accordance with Statement No. 128, basic earnings per
share is calculated using the weighted average number of shares of Hussmann
Common Stock outstanding during the period. Diluted earnings per share is
calculated using the weighted average number of shares of Hussmann Common Stock
outstanding during the period plus shares issuable upon the assumed exercise of
dilutive common stock options by using the treasury stock method. Although the
Spin-off did not occur until January 30, 1998, for purposes of presentation,
Hussmann has calculated earnings per share on a pro forma basis assuming the
Spin-off occurred at January 1, 1998, for both basic and diluted earnings per
share.
The numbers of shares of Hussmann Common Stock used in the calculations of
earnings per share for the three-month and nine-month periods ended September
30, 1998, are as follows (in thousands):
<TABLE>
<CAPTION>
THREE- NINE-
MONTHS MONTHS
ENDED ENDED
--------- ---------
<S> <C> <C>
Weighted average shares outstanding - basic 50,867 50,870
Dilutive effect of stock options 1,184 1,286
------- -------
Weighted average shares outstanding - diluted 52,051 52,156
======= =======
</TABLE>
5
<PAGE> 6
Options to purchase 519,000 shares of Hussmann Common Stock at $17.94 per
share were outstanding during the three-months and nine-months ended September
30, 1998, but were not included in the computation of diluted earnings per
share, for the respective periods, due to the exercise price of these options
being greater than the average market price of Hussmann Common Stock. These
options expire in 2008.
3. INVENTORIES
Inventories consist of the following:
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1998 1997
-------- --------
<S> <C> <C>
Raw materials and work in process $ 69.0 $ 118.9
Finished goods 33.0 27.8
--------- ---------
Total inventories $ 102.0 $ 146.7
========= =========
</TABLE>
4. BUSINESS SEGMENT INFORMATION
Hussmann manages its business with separate senior management teams
responsible for geographic regions. The following segments correspond to these
geographic regions.
The following tables present financial information for each of these
business segments as of and for the nine-months ended September 30, 1998 and
1997:
<TABLE>
<CAPTION>
SALES AND REVENUES OPERATING INCOME
--------------------------- ------------------------
1998 1997 1998 1997
---- ---- ---------- ---------
<S> <C> <C> <C> <C>
U.S. and Canada $ 692.8 $ 605.4 $ 94.7 $ 73.5
Europe 93.8 78.5 (1.6) (5.8)
Other International 126.2 80.8 12.4 7.8
Eliminations (40.8) (31.5) -- --
------- ------- ------- -----
Total $ 872.0 $ 733.2 105.5 75.5
======= =======
Corporate administrative expenses 22.9 13.1
Non-recurring expenses -- 30.7
------- ------
Total operating income $ 82.6 $ 31.7
======= ======
</TABLE>
5. COMPREHENSIVE INCOME
During the first quarter of 1998, Hussmann adopted SFAS No. 130, "Reporting
Comprehensive Income" ("Statement No. 130"). Statement No. 130 requires the
separate reporting of components of comprehensive income, as defined. This
statement requires Hussmann to separately report the translation adjustments of
SFAS No. 52, "Foreign Currency Translation" as a component of comprehensive
income. Management has chosen, on an interim basis, to disclose the requirements
of this statement within the notes to the consolidated financial statements. The
Company's comprehensive income (loss) for the three-months and nine-months ended
September 30, 1998 and 1997 consists of the following:
<TABLE>
<CAPTION>
Three-months ended Nine-months ended
September 30, September 30,
------------- -------------
1998 1997 1998 1997
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net income (loss) $20.2 $(15.9) $40.1 $(10.9)
Foreign currency translation gain (loss) (0.2) (1.1) (3.9) (3.7)
----- ------ ----- ------
Comprehensive income (loss) $20.0 $(17.0) $36.2 $(14.6)
===== ======= ===== =======
</TABLE>
6
<PAGE> 7
6. BUSINESS COMBINATION
On August 17, 1998, Hussmann acquired a 65% interest in McAlpine
Refrigeration Ltd. and Triangle Refrigeration (Australia) Pty. Limited
collectively referred to as McAlpine Investments Ltd. ("MIL"). MIL consists of
two operating companies engaged in the sale, installation, manufacture and
service of commercial refrigeration products for the retail food industries in
New Zealand, Australia and various island nations throughout the South Pacific.
MIL has been an independent distributor and licensee of the Company for several
years.
The Company paid approximately $3.5 million in cash for its 65% interest.
The purchase price was based on arm's-length negotiations and was paid from
cash-on-hand. The acquisition of MIL will be accounted for using the purchase
method of accounting, and accordingly, the purchase price will be allocated to
the assets acquired and the liabilities assumed based upon their estimated fair
market values. This allocation process will be completed during the fourth
quarter of 1998. The Company does not anticipate the actual allocation to differ
significantly.
The unaudited pro forma combined results, as if MIL had been acquired at
the beginning of fiscal year 1998 and 1997, respectively, are estimated to be:
<TABLE>
<CAPTION>
($ in millions, except per share data) Nine Months Ended
September 30,
-------------
1998 1997
---- ----
<S> <C> <C>
Sales and revenues $ 914.8 $ 787.3
Net income $ 38.2 $ (12.1)
Net income per share
Basic $ 0.75 --
Diluted $ 0.73 --
</TABLE>
HUSSMANN INTERNATIONAL, INC. AND SUBSIDIARIES
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
INTRODUCTION
In January 1998, the companies included in the accompanying consolidated
financial statements became wholly-owned subsidiaries of Hussmann. On January
30, 1998, Hussmann was spun-off from Whitman and became an independent, publicly
held company. The results for the three-month and nine-month periods ended
September 30, 1997, and for the nine-month period ended September 30, 1998, are
impacted by certain non-recurring items. The pro forma consolidated statements
of operations included within Management's Discussion and Analysis provide a
reconciliation of what management believes the operating results for such
periods would have been if Hussmann had been an independent, publicly held
company, excluding the impact of the restructuring of certain operations and
other non-recurring items and including the impact of the borrowing under the
five-year unsecured revolving credit facility entered into by the Company in
January 1998 (the "Credit Facility"). Management believes the pro forma
consolidated statements of operations provide a more meaningful presentation for
purposes of analyzing the Company's operating results.
7
<PAGE> 8
HUSSMANN INTERNATIONAL, INC. AND SUBSIDIARIES
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE THREE-MONTHS ENDED SEPTEMBER 30,
(Unaudited; Dollars in Millions, Except per share data)
<TABLE>
<CAPTION>
SEPTEMBER 30, 1997
---------------------------------------------------- 1998 ACTUAL/
ACTUAL ADJUSTMENTS PRO FORMA PRO FORMA
-------- ----------- ---------- -----------
<S> <C> <C> <C> <C>
Sales and revenues $ 283.8 $ 7.5 (a) $ 291.3 $ 333.2
Cost of goods sold 221.2 6.2 (a) 227.4 257.9
------- ------- -------- --------
Gross profit 62.6 1.3 63.9 75.3
Total SG&A expenses 31.1 2.4 (b) 33.5 33.7
Non-recurring expenses 30.7 (30.7) (c) -- --
------- ------- -------- --------
Operating income 0.8 29.6 30.4 41.6
Whitman charges 7.1 (7.1) (d) -- --
Total interest expense 4.6 (0.8) (d)(e) 3.8 5.9
Other income (expense), net 0.3 -- 0.3 (2.7)
------- ------- -------- --------
Income (loss) before income tax expense
and minority interests (10.6) 37.5 26.9 33.0
Income tax expense 5.3 4.3 (f) 9.6 13.0
------- ------- -------- --------
Net income (loss) before minority interests (15.9) 33.2 17.3 20.0
Minority interests -- -- -- 0.2
------- ------- -------- --------
Net income (loss) $ (15.9) $ 33.2 $ 17.3 $ 20.2
======= ======= ======== ========
Pro forma shares outstanding - basic (000's) -- -- 50,731 50,867
Pro forma basic earnings per share -- -- $ 0.34 $ 0.40
Pro forma shares outstanding - diluted (000's) -- -- 51,159 52,051
Pro forma diluted earnings per share -- -- $ 0.34 $ 0.39
</TABLE>
(a) As part of Whitman, Hussmann accounted for its results for each period as
of the fifteenth day of the month (e.g. third quarter cut-off being
September 15). As a separate, stand-alone company, Hussmann accounts for
its results using the last day of each month. The sales and revenues and
cost of goods sold pro forma adjustments reflect the adjustments necessary
to present the results of operations through September 30, 1997.
(b) To record the estimated additional administrative expenses that would have
been incurred by Hussmann as a publicly held, independent company.
(c) To eliminate restructuring and certain non-recurring charges related to the
recognition of goodwill impairment and the closure of sales and service
branches in the U.K.
(d) To eliminate the Whitman charges and interest paid to Whitman.
(e) To record interest expense on the funds borrowed under the Credit Facility.
For pro forma purposes it was assumed that $240 million was borrowed at an
interest rate of approximately 6.0%.
(f) To record the income tax effect of the above adjustments.
8
<PAGE> 9
Pro forma basic earnings per share for the three-months and nine-months
ended September 30, 1997, were computed using the original number of shares
issued upon the Spin-off of 50.7 million. Pro forma diluted earnings per share
were computed using the aforementioned shares adjusted for the respective
replacement options issued by Hussmann to supplant those granted by Whitman. The
market price used was the initial trading price of Hussmann Common Stock on
January 30, 1998, of $13.56.
<TABLE>
<CAPTION>
PERIODS ENDED
SEPTEMBER 30, 1997
------------------
<S> <C>
Weighted average shares outstanding - basic 50,731
Dilutive effect of stock options 428
------
Weighted average shares outstanding - diluted 51,159
======
</TABLE>
RESULTS OF OPERATIONS - THREE-MONTHS ENDED SEPTEMBER 30, 1998 COMPARED WITH PRO
FORMA THREE-MONTHS ENDED SEPTEMBER 30, 1997
SALES AND REVENUES. Sales and revenues for the three-months ended September
30, 1998 of $333.2 million were $41.9 million or 14% over the same period 1997
sales and revenues of $291.3 million. This increase is primarily the result of
higher sales and revenues in the United States, Mexico and the U.K., detailed in
the table below by business segment (in millions).
<TABLE>
<CAPTION>
1998 SALES % INCREASE
AND $ CHANGE (DECREASE)
REVENUES FROM 1997 FROM 1997
---------- ----------- ------------
<S> <C> <C> <C>
U.S. and Canada $255.2 $30.3 13.5%
Europe 34.8 3.0 9.4%
Other International 51.8 12.9 33.2%
Eliminations (8.6) (4.3) NM
------ -----
Total $333.2 $41.9 14.4%
====== =====
</TABLE>
The 13.5% increase in sales and revenues in the U.S. and Canada was related
to more volume principally driven by continued strong U.S. supermarket display
case demand and the market reception of the IMPACT product line. The increase in
sales and revenues in Europe of 9.4% was due to market demand and timing of
orders with major customers in the U.K. The increase in sales and revenues of
33.2% or $12.9 million in Other International was principally due to increased
sales in Mexico, which were $6.2 million above comparable 1997 results. Included
in Mexico's results are the results of Industrias Gilvert ("Gilvert"), a fourth
quarter 1997 acquisition which contributed $4.7 million in sales and revenues
during the quarter ended September 30, 1998. Excluding Gilvert's results,
Mexico's sales and revenues were favorably affected by strong supermarket and
export sales. Other International sales and revenues were also benefited by the
acquisition of MIL in August of 1998. The acquisition added approximately $8.9
million in sales and revenues. These increases were partially offset by reduced
sales and revenues in Asia and Chile.
GROSS PROFIT. As a percent of sales and revenues, September 30, 1998 gross
profit was 22.6% compared to 21.9% in 1997. Improved manufacturing efficiencies
from higher production volume in nearly all operations and a favorable
environment for purchased material contributed to the improvement. Improvements
in Other International were driven by Mexico's strong sales in higher margin
display case sales, bottle cooler exports, and a reduction in overall costs.
SG&A EXPENSES. Selling, general, administrative and amortization ("SG&A")
expenses of $33.7 million were basically flat compared to the three-months ended
September 30, 1997 due to a Company-wide cost
9
<PAGE> 10
containment program. Increases in SG&A costs relate to the acquisition of
Gilvert of which increases were partially offset by a decrease in SG&A costs
resulting from the restructuring in the U.K.
OPERATING INCOME. Operating income for the three-months ended September 30,
1998 of $41.6 million was 36.3% or $11.2 million greater than the same period in
1997. This increase was driven by higher U.S. volume, substantial overall
improvements in manufacturing efficiencies, flat to slightly lower fixed
manufacturing costs and a decrease in the cost of materials. The increase in
operating income was also driven by improved operations in the U.K. and Mexico,
partially offset by losses in Chile and Asia. Savings from the extensive
restructuring of U.K.'s operations and the consolidation of sales and service
branches in the second half of 1997 led to improved profitability. Operating
income for Other International operations was $6.4 million, an increase of 30.6%
over the 1997 operating income of $4.9 million. This increase is mainly
attributable to the acquisition of Gilvert and continued strong sales volume in
Mexico.
INTEREST EXPENSE. Interest expense of $5.9 million in the third quarter of
1998 increased $2.1 million or 55.2% from the same three-month period in 1997.
This increase was primarily due to increased international borrowings at higher
interest rates and the timing of cash flow. For pro forma financial statement
presentation it was assumed the amounts due Whitman were replaced with $240.0
million in borrowings, which were outstanding for the period January 1, 1997,
through the Spin-off (January 30, 1998). Pro forma interest expense was
calculated using an assumed rate of approximately 6%.
INCOME TAX EXPENSE. Hussmann's effective income tax rate was 39.3% in the
third quarter of 1998, or 3.8 points higher than the 1997 effective rate of
35.5%. The 1998 effective tax rate increased due to the increased level of
earnings from U.S. operations in 1998 (which typically have a higher effective
tax rate), revised estimates of pre-tax earnings in several of the Company's
foreign locations that have significantly lower rates than the other locations,
and the unfavorable impact of the hyper-inflationary accounting in Mexico.
10
<PAGE> 11
RESULTS OF OPERATIONS - PRO FORMA NINE-MONTHS ENDED SEPTEMBER 30, 1998 COMPARED
WITH PRO FORMA NINE-MONTHS ENDED SEPTEMBER 30, 1997
HUSSMANN INTERNATIONAL, INC. AND SUBSIDIARIES
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE NINE-MONTHS ENDED SEPTEMBER 30, 1998
(UNAUDITED; DOLLARS IN MILLIONS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
PRO FORMA
ACTUAL ADJUSTMENT PRO FORMA
------ ---------- ---------
<S> <C> <C> <C>
Sales and revenues $ 872.0 $ -- $ 872.0
Cost of goods sold 692.3 -- 692.3
-------- -------- --------
Gross profit 179.7 -- 179.7
Total SG&A expenses 97.1 -- 97.1
-------- -------- --------
Operating income 82.6 -- 82.6
Whitman charges 1.5 (1.5)(a) --
Total interest expense 15.2 0.1(a)(b) 15.3
Other income (expense), net (2.4) -- (2.4)
--------- -------- ---------
Income before income tax expense and minority interests 63.5 1.4 64.9
Income tax expense 24.3 0.5(c) 24.8
-------- --------- --------
Net income before minority interests 39.2 0.9 40.1
Minority interests 0.9 -- 0.9
-------- -------- --------
Net income $ 40.1 $ 0.9 $ 41.0
======== ======== ========
Weighted average shares outstanding - basic (000's) 50,870 -- 50,870
Basic earnings per share $ 0.79 $ 0.02 $ 0.81
Weighted average shares outstanding - diluted (000's) 52,156 -- 52,156
Diluted earnings per share $ 0.77 $ 0.02 $ 0.79
</TABLE>
(a) To eliminate the Whitman charges and interest paid to Whitman.
(b) To record interest expense on the funds borrowed under the $240 million
Credit Facility at an interest rate of approximately 6.0% for the period
January 1, 1998, through the date of the Spin-off (January 30, 1998).
(c) To record the income tax effect of adjustments (a) and (b).
11
<PAGE> 12
HUSSMANN INTERNATIONAL, INC. AND SUBSIDIARIES
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE NINE-MONTHS ENDED SEPTEMBER 30, 1997
(UNAUDITED; DOLLARS IN MILLIONS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
PRO FORMA
ACTUAL ADJUSTMENTS PRO FORMA
------ ----------- ---------
<S> <C> <C> <C>
Sales and revenues $ 733.2 $ 32.7 (a) $ 765.9
Cost of goods sold 587.3 28.9 (a) 616.2
-------- ------- --------
Gross profit 145.9 3.8 149.7
Total SG&A expenses 83.5 5.5 (b) 89.0
Non-recurring charges 30.7 (30.7)(c) --
-------- -------- --------
Operating income 31.7 29.0 60.7
Whitman charges 21.3 (21.3)(d) --
Total interest expense 14.1 (2.6)(d)(e) 11.5
Other income, net 1.2 -- 1.2
-------- ------- --------
Income (loss) before income tax expense
and minority interests (2.5) 52.9 50.4
Income tax expense 8.4 9.5(f) 17.9
-------- ------- --------
Net income (loss) before minority interests (10.9) 43.4 32.5
Minority interests -- -- --
-------- ------- --------
Net income (loss) $ (10.9) $ 43.4 $ 32.5
======== ======= ========
Pro forma shares outstanding - basic (000's) -- -- 50,731
Pro forma basic earnings per share -- -- $ 0.64
Pro forma shares outstanding - diluted (000's) -- -- 51,159
Pro forma diluted earnings per share -- -- $ 0.63
</TABLE>
(a) As part of Whitman, Hussmann accounted for its results for each period as
of the fifteenth day of the month (e.g. third quarter cut-off being
September 15). As a separate, stand-alone company, Hussmann accounts for
its results using the last day of each month. The sales and revenues and
cost of goods sold pro forma adjustments reflect the adjustments necessary
to present the results of operations through September 30, 1997.
(b) To record the estimated additional administrative expenses that would have
been incurred by Hussmann as a publicly held, independent company.
(c) To eliminate restructuring and certain non-recurring charges related to the
recognition of goodwill impairment and the closure of sales and service
branches in the U.K.
(d) To eliminate the Whitman charges and interest paid to Whitman.
(e) To record interest expense on the funds borrowed under the Credit Facility.
For pro forma purposes it was assumed that $240 million was borrowed at an
interest rate of approximately 6.0%.
(f) To record the income tax effect of the above adjustments.
12
<PAGE> 13
SALES AND REVENUES. Sales and revenues for the nine-months ended September
30, 1998 were $872.0 million or 14% over the comparable period of 1997.
Improvements in the U.S., Mexico and the U.K. led the overall increase. The
following is a summarized analysis of the increase in sales and revenues by
business segment (in millions):
<TABLE>
<CAPTION>
1998 SALES % INCREASE
AND $ CHANGE (DECREASE)
REVENUES FROM 1997 FROM 1997
-------- --------- ---------
<S> <C> <C> <C>
U.S. and Canada $ 692.8 $ 54.8 8.6%
Europe 93.8 15.3 19.5
Other International 126.2 45.4 56.2
Eliminations (40.8) (9.4) NM
------- ------
Total $ 872.0 $106.1 13.9%
======= ======
</TABLE>
For the nine-months ended September 30, 1998, U.S. and Canada sales and
revenues increased 8.6% principally due to significant volume improvements in
supermarket display case sales in the U.S. and the reception of the IMPACT
product line. Europe's sales and revenues increased 19.5% primarily as a result
of market demand, timing of orders with major customers in the U.K. and the
continuation of the turnaround of the Company's recently restructured operations
in the U.K.
Other International sales and revenues increased 56.2% over the comparable
1997 period. The majority of this increase was derived from Hussmann's Mexican
operations where sales and revenues increased 73.3% or $37.4 million. Mexico's
increased sales and revenues resulted from strong market demand from supermarket
customers and export sales. Mexico's sales and revenues also benefited from the
fourth quarter 1997 acquisition of Gilvert, which contributed approximately
$11.7 million to 1998 sales and revenues. Mexico's significant increase over the
prior year also relates to relatively weak sales in the first half of 1997
caused by lower capital spending by domestic supermarket customers. Other
International sales and revenues were also benefited by the August 1998 purchase
of MIL in Australia and New Zealand. MIL's sales and revenues of approximately
$8.9 million were included in the Company's results from the period July 1 to
August 31, 1998. The nine-month sales and revenue improvements in Other
International were partially offset by reduced sales and revenues in Asia and
Chile.
GROSS PROFIT. As a percentage of sales and revenues, year-to-date gross
profit in 1998 increased 1.1 points to 20.6%. The gross profit increases were
achieved in the U. S. and Canada and in Other International. The increase in
U.S. and Canada is mainly derived from increased sales volume and manufacturing
efficiencies in the Bridgeton, Missouri facility, caused by continued strong
supermarket demand and a favorable market for purchased materials. The increase
in Other International is mainly driven by Mexico's results for the nine-month
period ended September 30, 1998. The acquisition of Gilvert, stronger export and
domestic supermarket sales and cost reductions accounted for Mexico's 1998
improvement.
SG&A EXPENSES. Total SG&A expenses of $97.1 million for the nine-months
ended September 30, 1998 were 9.1% higher than the comparable period in 1997.
The increase in SG&A over 1997 results was mainly attributable to the
recognition of compensation expense for a Whitman incentive plan related to the
Spin-off, a workers compensation credit received in the prior year, the impact
of the Gilvert acquisition and the first quarter 1997 acquisition of Fast Frio
do Brasil, Ltda. ("Fast Frio"), and the planned increase in costs associated
with the implementation of a Company-wide information system. These increases
were partially offset by the reduction in SG&A costs in the U.K. associated with
the extensive restructuring in the third quarter of 1997.
OPERATING INCOME. Operating income of $82.6 million increased 36.0% from the
$60.7 million recorded during the nine-months ended September 30, 1997. U.S. and
Canada operating income of $94.7 million was $19.0 million or 25.1% more than
1997 operating income of $75.7 million. This increase was primarily the result
of strong volume growth, gross profit improvements and leverage over SG&A costs.
The Company's 1998 results were favorably impacted by the improvements in the
U.K., which still showed an operating loss of $1.6 million. Operating income in
the U.K. improved due to the consolidation of sales and service branches which
took place in the third quarter of 1997. The increase in operating income for
Other International was primarily due to Mexico's
13
<PAGE> 14
$11.4 million increase in operating income over the nine-months ended September
30, 1997. Mexico's overall performance was partially offset by losses in Brazil,
Chile and Asia. The losses in Brazil relate to planned start-up investments in
Fast Frio.
INTEREST EXPENSE. Interest expense of $15.3 million increased $3.8 million
or 33.0% from pro forma 1997 amounts primarily due to additional international
borrowings at higher rates, higher domestic interest rates during 1998 compared
to the rate used in the 1997 pro forma consolidated statement of operations, and
the timing of cash flow.
INCOME TAX EXPENSE. Hussmann's effective income tax rate was 38.3% in 1998,
or 2.8 points higher than the 1997 effective rate of 35.5%, principally due to
the increased level of earnings in the Company's U.S. operations (which
typically have a higher effective tax rate), revised estimates of pre-tax
earnings in several of the Company's foreign locations that have significantly
lower rates than the other locations, the impact of the hyper-inflationary
accounting in Mexico, and the impact of the tax basis adjustment of certain
depreciable assets in Mexico during 1997.
LIQUIDITY, FINANCIAL CONDITION AND CAPITAL RESOURCES - ACTUAL NINE-MONTHS ENDED
SEPTEMBER 30, 1998 COMPARED WITH ACTUAL NINE-MONTHS ENDED SEPTEMBER 30, 1997
RESULTS
CASH FLOWS FROM OPERATIONS. Historically, Hussmann's cash flows from
operations have been substantially affected by the allocation of expenses from
Whitman to its operating subsidiaries. These charges were $1.5 million and $21.3
million for the nine-months ended September 30, 1998 and 1997, respectively.
Hussmann provided net cash from operations of $20.3 million in 1998 compared
to $30.6 million in 1997. The decrease in cash provided by operating activities
was principally caused by the increase in working capital demands, (mainly U.S.
and Other International). The significant increase in receivables partially
offset by the decrease in inventory was due to the significant level of sales
volume in the U.S. in the last two weeks of September 1998.
CASH FLOWS FROM INVESTING ACTIVITIES. Net cash used in investing activities
was $25.1 million and $37.7 million during the nine-months ended September 30,
1998 and 1997, respectively. Capital investments of $22.2 million were the main
component of the investing activity during 1998. During the nine-months ended
September 30, 1997 the Company made $25.7 million in capital investments and
acquired Fast Frio in Brazil, with a net cash outlay of $12.4 million.
On August 17, 1998, Hussmann acquired a 65% interest in MIL for
approximately $3.5 million in cash. The acquisition was financed with
cash-on-hand. The acquisition of MIL will be accounted for using the purchase
method of accounting; and accordingly, the purchase price will be allocated to
the assets acquired and liabilities assumed based upon their estimated fair
market values. This allocation process will be completed during the fourth
quarter of 1998. The results of MIL's operations are reflected in the
consolidated statement of operations from July 1, 1998 through August 30, 1998.
CASH FLOWS FROM FINANCING ACTIVITIES. Net cash provided by financing
activities was $12.6 million during the nine-months ended September 30, 1998
compared to a use of cash of $13.6 million for the same period in 1997.
In January 1998, Hussmann entered into the Credit Facility with a syndicate
of commercial banks and financial institutions that enabled Hussmann to borrow
funds at variable interest rates on a revolving credit basis up to an aggregate
principal amount of $350.0 million. The Company borrowed $270.0 million under
the Credit Facility in January 1998, of which the majority of the proceeds were
used to settle the Company's obligations with Whitman. At September 30, 1998,
$55 million was outstanding under the Credit Facility. In addition, at September
30, 1998, Hussmann had $60 million of uncommitted lines-of-credit available in
the U.S. Advances under the uncommitted lines-of-credit were $50 million at
September 30, 1998, and were used to pay down amounts borrowed under the Credit
Facility.
14
<PAGE> 15
Additionally, on June 2, 1998, Hussmann issued $125.0 million of its 6.75%
senior notes due 2008 (the "Debt Registration"). The net proceeds from the sale
were used to pay down amounts borrowed under the Credit Facility. The Company
has an additional $125.0 million principal amount of the debt securities
registered with the Securities and Exchange Commission under the Debt
Registration.
Prior to the Spin-off, Whitman managed Hussmann's excess cash. The $13.6
million use of cash in 1997, represents Whitman's utilization of Hussmann's
excess cash position through the nine months.
Management believes cash flows from operations, unused amounts available
under its Credit Facility and the Debt Registration, and its access to capital
markets, if needed, will be sufficient to satisfy Hussmann's future working
capital, capital investment, acquisition and other financing requirements for
the foreseeable future. Management believes Hussmann will be able to access
capital markets on terms satisfactory to Hussmann, although there can be no
assurance that will be the case.
NON-U.S. OPERATIONS. The most significant non-U.S. operations are located in
Canada, Mexico and the U.K., with smaller operations located in, among other
countries, Brazil, Chile, New Zealand, Australia, China and Singapore. Because
the majority of Hussmann's non-U.S. entities conduct business in their
respective local currencies, Hussmann is subject to foreign currency risks when
translating its non-U.S. entity financial statements into U.S. dollars for
financial reporting purposes. In addition to foreign currency translation risks
faced by Hussmann, other risks associated with non-U.S. operations include the
potential for restrictive actions taken by host country governments, risks
relating to non-U.S. economic and political conditions, and risks relating to
limits on the transfer of funds from non-U.S. entities to Hussmann. Hussmann
does not currently use foreign currency risk management instruments to manage
its exposure to changes in currency exchange rates. However, due to the growth
in Hussmann's foreign operations, management is reassessing this policy to
determine the appropriateness of using foreign currency risk management
instruments.
NEW ACCOUNTING PRONOUNCEMENTS
In June 1998, the Financial Accounting Standards Board issued its Statement
No. 133, "Accounting for Derivatives and Similar Financial Instruments and for
Hedging Activities" ("Statement No. 133"). Statement No. 133 establishes
accounting and reporting standards for derivative instruments, including certain
derivative instruments embedded in other contracts, and for hedging activities.
Statement No. 133 is effective for all fiscal quarters of fiscal years beginning
after June 15, 1999. Management is currently assessing the effects of this
statement on the Company's consolidated financial statements and notes thereto.
However, given the Company's current policy regarding foreign currency risk
management instruments and other hedging activities, management does not believe
Statement No. 133 will have a significant impact on Hussmann's consolidated
results of operations, financial condition or its cash flows.
In March 1998, the American Institute of Certified Public Accountants issued
Statement of Position ("SOP") 98-1, "Accounting for the Costs of Computer
Software Developed or Obtained for Internal Use". This SOP requires certain
costs related to the development or purchase of internal-use software be
capitalized and amortized over the estimated useful life of the software. It
also requires other costs to be expensed. The SOP is effective for financial
statements issued for fiscal years beginning after December 15, 1998. Hussmann
is currently in the process of converting certain computer systems to a fully
integrated Company-wide information system, and believes the costs being
incurred on this project are being accounted for in accordance with this SOP.
YEAR 2000
The Year 2000 ("Y2K") issue refers to the inability of a computer program to
recognize a two-digit date sensitive field as the year 2000, and thus could
result in system failure or miscalculations causing disruptions to operations,
including manufacturing, or a temporary inability to process transactions, send
invoices, or engage in other normal business activities.
15
<PAGE> 16
The Company has assessed its Y2K issue as it relates to information technology
("IT") and has determined it must modify or upgrade certain portions of its
hardware and software in its information systems. The Company plans to use both
internal and external resources to complete the reprogramming, upgrades and
testing necessary to complete this modification and replacement process. The
Company's Y2K efforts are being carried out by the Company's Y2K Team which has
created a plan to complete Y2K reprogramming and testing of the Company's
information systems by June 30, 1999. Progress against this plan is monitored
and reported to management and to the Audit Committee of the Board of Directors
on a regular basis. The Y2K Team believes it remains on schedule, according to
the plan. To date, the Company has incurred approximately $1.0 million related
to the Y2K remedial work and anticipates that the cost of its remaining Y2K
remedial work (which will be incurred over the next 12 months) to total about
$5.0 million. This amount will not have a material adverse effect on Hussmann's
results of operations, financial condition or cash flows.
The Company is continuing to address its non-IT Y2K issues. The Company's
Y2K Team is reviewing equipment embedded with microprocessors, products sold and
service contracts entered into to determine what exposure, if any, the Company
has in this area. At this time the Company is unable to estimate the total costs
related to its non-IT Y2K issues, but based upon results of reviews performed to
date, management does not believe such costs will be material.
Also as part of the non-IT Y2K Plan, the Company has begun the process of
determining and assessing the Y2K compliance status of third parties with which
it does business. The Company is in the process of contacting all of its key
suppliers and customers to evaluate their Y2K readiness. Contingency plans to
help protect the Company's business from Y2K-related interruptions have been
developed. The Company will reassess its contingency plans as it completes its
review process.
The expected costs of the projects and the date on which Hussmann plans to
complete all of the Y2K work are based on management's best estimates, which
were derived from numerous assumptions about future events, including the
availability of certain resources, third-party modification plans, and other
factors. However, there can be no guarantee these estimates will be achieved and
actual results could differ materially from those plans. Certain of the non-IT
Y2K issues have far reaching implications, some of which cannot be anticipated
or predicted with any degree of certainty. Specific factors that might cause
material differences include, but are not limited to, the availability and cost
of personnel trained in this area and the ability to identify and correct all
relevant computer codes. In addition, there can be no assurance that the
systems or products of third parties on which the Company relies will be timely
converted or that a failure by a third party, or a conversion that is
incompatible with the Company's systems, would not have a material adverse
effect on the Company.
OTHER
The reconfiguration of the Bridgeton plant and the plant consolidation of
the production of refrigeration systems, discussed in previous filings with the
Securities and Exchange Commission, remain essentially on schedule. The new
Atlanta plant opened during the third quarter of 1998 and the Bridgeton
refrigeration production is scheduled to close during the first quarter of 1999.
The new Bridgeton case line is scheduled to begin production during the second
or third quarter of 1999. Due to construction problems encountered in Mexico,
Hussmann anticipates the construction of the leased facility in Toluca, Mexico
to be completed and production to begin in the fourth quarter of 1999 and the
first quarter of 2000, respectively.
Hussmann may continue to repurchase Hussmann Common Stock from time-to-time
to offset dilution resulting from the exercise of stock options in accordance
with the common stock repurchase plan approved by the Board of Directors.
16
<PAGE> 17
PART II. OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.
Not applicable.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Not applicable.
ITEM 5. OTHER INFORMATION.
SAFE HARBOR STATEMENT
Hussmann has made and will make certain forward-looking statements in its
reports filed with the Securities and Exchange Commission, reports to
shareholders and in certain other contexts relating to future revenues, costs,
expenses, production schedules, profitability, financial resources, and the Y2K
issue, among others. These statements are forward-looking statements made
pursuant to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. Such forward-looking statements are based on management's
beliefs and assumptions using information currently available. Accordingly,
Hussmann's actual results may differ materially from those projected, expressed
or implied in such forward-looking statements due to known and unknown risks and
uncertainties that exist in Hussmann's operations and business environment,
including, among other factors: the failure by Hussmann to produce anticipated
cost savings or improve productivity, the timing and magnitude of capital
investments, economic and market conditions in the U.S. and worldwide; currency
exchange rates; changes in customer spending levels and demand for new products;
cost and availability of raw materials; the continuation of growth in
significant developing markets such as Mexico, China and South America; overall
competitive activities; failure of the Company, its suppliers or vendors to
achieve Y2K compliance in a timely manner and other risks described in the
Company's filings with the Securities and Exchange Commission, including the
report on Form 10-K for the year ended December 31, 1997 and the quarterly
reports on Form 10-Q filed subsequent to December 31, 1997.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
a) Exhibits
EXHIBIT
NUMBER EXHIBIT
------ -------
2 The Agreement Relating to Hussmann McAlpine Limited dated August
17, 1998 between Hussmann Netherlands B.V. and Barry Edward
Brill and Allan Francis Cotter, Phillip Joseph Miller, Howard
James Small and Roger Charles Todd and Kevin Stainer.
(Incorporated by reference to Exhibit 2 to the form 8-K filed
with the Securities and Exchange Commission (the "SEC") on
August 31, 1998).
27 Financial Data Schedule
(filed electronically with the SEC only)
b) Reports on Form 8-K
Hussmann filed a Current Report on Form 8-K and a Current Report on Form
8-K/A, each dated August 17, 1998 and filed on August 31 and October 30, 1998,
respectively, to report the following:
17
<PAGE> 18
Item 2 (Acquisition or Disposition of Assets) to report the acquisition of
a 65% interest in McAlpine Refrigeration, Ltd. and Triangle Refrigeration
(Australia) Pty. Limited as of August 17, 1998.
The Form 8-K/A was filed to include audited financial statements and
unaudited pro forma financial information as follows:
Item 7 (Financial Statements and Exhibits) Financial Statements filed with
the report were:
a) Financial statements of business acquired
The audited consolidated statements of financial position of McAlpine
Refrigeration, Ltd. at June 30, 1998 and 1997 and the related consolidated
statements of financial performance, movements in equity and cash flows for the
years then ended.
The audited consolidated balance sheet of Triangle Refrigeration (Australia)
Pty. Limited at June 30, 1998 and 1997 and the consolidated profit and loss
statements and the consolidated statements of cash flows for the years then
ended.
b) Pro forma financial information
Introduction to Unaudited Pro Forma Combined Condensed Financial Statements.
Unaudited Pro Forma Combined Condensed Statement of Operations for the year
ended December 31, 1997.
Unaudited Pro Forma Combined Condensed Statement of Operations for the six
month period ended June 30, 1998.
Unaudited Pro Forma Combined Condensed Balance Sheet at June 30, 1998.
18
<PAGE> 19
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.
HUSSMANN INTERNATIONAL, INC.
/s/ Michael D. Newman
-----------------------------
Michael D. Newman
Senior Vice President
and Chief Financial Officer
(as duly authorized officer
and principal financial
Dated: November 12, 1998 officer of the registrant)
19
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY CONSOLIDATED (SEPTEMBER 30, 1998) AND COMBINED
(SEPTEMBER 30, 1997) FINANCIAL INFORMATION EXTRACTED FROM HUSSMAN
INTERNATIONAL'S CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS AND IS QUALIFIED
IN ITS ENTIRETY BY REFERENCE TO SUCH CONSOLIDATED AND COMBINED FINANCIAL
STATEMENTS AND NOTES THERETO.
</LEGEND>
<MULTIPLIER> 1,000,000
<S> <C> <C>
<PERIOD-TYPE> 9-MOS 9-MOS
<FISCAL-YEAR-END> DEC-31-1998 DEC-31-1997
<PERIOD-START> JAN-01-1998 JAN-01-1997
<PERIOD-END> SEP-30-1998 SEP-30-1997
<CASH> 44 26
<SECURITIES> 0 0
<RECEIVABLES> 300 199
<ALLOWANCES> 4 2
<INVENTORY> 102 168
<CURRENT-ASSETS> 449 396
<PP&E> 325 300
<DEPRECIATION> 158 148
<TOTAL-ASSETS> 673 591
<CURRENT-LIABILITIES> 237 180
<BONDS> 236 199<F2>
0 0
0 0
<COMMON> 0 0
<OTHER-SE> 172 176
<TOTAL-LIABILITY-AND-EQUITY> 673 591
<SALES> 872 733
<TOTAL-REVENUES> 872 733
<CGS> 692 587
<TOTAL-COSTS> 692 587
<OTHER-EXPENSES> 00 0
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 15<F3> 14<F3>
<INCOME-PRETAX> 64 (3)
<INCOME-TAX> 24 8
<INCOME-CONTINUING> 40 (11)
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 40 (11)
<EPS-PRIMARY> .79<F1> 0.00<F1>
<EPS-DILUTED> .77 0.00
<FN>
<F1>For purposes of this exhibit, primary means basic.
<F2>During the period ended September 30, 1997, Hussmann's former parent (Whitman)
managed all cash not considered necessary for operating requirements. The
amounts shown here represent amounts due Whitman at September 30, 1997.
<F3>Interest expense includes $1.0 million and $13.2 million of interest paid to
Whitman, for the periods ended September 30, 1998 and 1997, respectively.
</FN>
</TABLE>
