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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
____________________
/x/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999
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)
DELAWARE 43-1791715
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
12999 ST. CHARLES ROCK ROAD, BRIDGETON, MISSOURI 63044-2483
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (314) 291-2000
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED
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Common Stock, par value $.001 NEW YORK STOCK EXCHANGE
Preferred Stock Purchase Rights NEW YORK STOCK EXCHANGE
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: None
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 by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained,
to the best of the Registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K. /x/
As of February 29, 2000, the aggregate market value of the Registrant's
voting and non-voting common equity held by non-affiliates was $733.6
million (based on the closing price of such date, as reported for the New
York Stock Exchange-Composite Transactions).
The number of shares of the Registrant's Common Stock, $.001 par value per
share, outstanding as of February 29, 2000 was 50,753,000.
DOCUMENTS INCORPORATED BY REFERENCE
1. Portions of Hussmann International, Inc.'s Annual Report to Shareholders
for the year ended December 31, 1999 (Part I, Part II, and Part IV of
Form 10-K).
2. Portions of Hussmann International, Inc.'s Notice of 2000 Annual Meeting
of the Stockholders and Proxy Statement (Part III of Form 10-K).
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TABLE OF CONTENTS
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PART I
Item:
1. Business 1
2. Properties 7
3. Legal Proceedings 7
4. Submission of Matters to a Vote of Security Holders 7
PART II
Item:
5. Market for Registrant's Common Equity and Related Stockholder Matters 8
6. Selected Financial Data 8
7. Management's Discussion and Analysis of Financial Condition and Results
of Operations 9
7A. Quantitative and Qualitative Disclosures about Market Risk 9
8. Financial Statements and Supplementary Data 9
9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure 9
PART III
Item:
10. Directors and Executive Officers of the Registrant 9
11. Executive Compensation 9
12. Security Ownership of Certain Beneficial Owners and Management 9
13. Certain Relationships and Related Transactions 9
PART IV
Item:
14. Exhibits, Financial Statement Schedules and Reports on Form 8-K 10
Signatures 10
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PART I
ITEM 1. BUSINESS
BACKGROUND
Hussmann International, Inc. ("Hussmann" or the "Company") was incorporated
under the laws of the State of Delaware on August 29, 1997. At the time of
its incorporation, the Company was a wholly-owned subsidiary of Whitman
Corporation, a Delaware Corporation ("Whitman").
On January 30, 1998, (the "Distribution Date") Whitman distributed (the
"Distribution") all the issued and outstanding shares of common stock, par
value $.001 per share, of the Company ("Hussmann Common Stock") to the
shareholders of record of Whitman's common stock as of January 16, 1998.
The Distribution was made pursuant to the terms of a Distribution and
Indemnity Agreement (the "Distribution Agreement") dated as of December 31,
1997, by and among Whitman, the Company and Hussmann Corporation, a
Missouri corporation ("Hussmann Corporation") and wholly-owned subsidiary
of the Company.
Pursuant to the Distribution Agreement and prior to the Distribution Date,
the Company and Whitman executed a series of steps in order to separate
from Whitman any assets related to the business of Hussmann. Such steps
involved, among other things, the transfer to Hussmann from Whitman of
Hussmann Corporation and all of the businesses managed by Hussmann
Corporation including its foreign operations, which were previously held by
a Netherlands company owned by Whitman. As a result of the Distribution,
Hussmann, including its wholly and majority-owned subsidiaries, is now an
independent public company.
Hussmann Corporation is the successor to the business started by Harry L.
Hussmann in 1906 which sold butchers supplies. Hussmann Corporation
introduced the first meat display case in 1917 and the first frozen food
case for Clarence Birdseye in 1933. Since 1933, Hussmann has grown to be
the market leader in the manufacture and sale of refrigerated display
merchandisers and refrigeration systems in the U.S., Canada, Spain, the
U.K., Mexico, Brazil and the Asia-Pacific region. Hussmann Corporation
was incorporated in Missouri in 1929. Hussmann's principal executive
offices are located at 12999 St. Charles Rock Road, Bridgeton, Missouri,
63044. The Company's telephone number is (314) 291-2000.
OVERVIEW
Hussmann manufactures, sells, installs and services merchandising and
refrigeration systems for the commercial food industry throughout the world.
Products include refrigerated and non-refrigerated display merchandisers,
refrigeration systems and controls, beverage coolers, air handlers,
evaporative condensers, heat exchange coils and walk-in storage coolers and
freezers. Hussmann's commitment to research and development provides for
the creation of energy efficient products designed to provide low life-
cycle cost. Hussmann's wide product line features high quality products
designed to meet the needs of a broad range of customers.
Hussmann operates in three geographic segments: U.S. and Canada, Europe,
and Other International which includes Mexico, Latin America and Asia-
Pacific. Hussmann's 1999 revenues of $1.3 billion included $937.2 million
from the U.S. and Canada segment, $203.2 million from the European segment
and $174.6 million from the Other International segment. For further
information related to Hussmann's geographic segments, see note 19 of the
notes to consolidated financial statements included as part of Hussmann's
Annual Report to Shareholders for the year ended December 31, 1999 (the
"1999 Annual Report"), incorporated herein by reference.
MARKET OVERVIEW
In the U.S. and Canada, Hussmann sells its products primarily to
supermarkets and convenience stores, including global and national chains,
as well as local retailers. Since 1995, supermarkets and convenience
stores have accelerated their expansion by remodeling their facilities and
modernizing their equipment, partly in response to increased competition
from new store formats. In addition, consolidation in the supermarket
industry has led to reformatting and remodeling as chains integrate their
newly acquired stores. Refrigerated display cases are being installed to
address growing consumer demand for fresh, prepared and ready-to-eat foods.
Finally, federal and state environmental regulations pertaining to energy,
core product temperatures and sanitation are also driving expansion and
remodeling.
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In addition to expansion by supermarkets and convenience stores, with
the popularity of the home meal replacement trend, the food service market
is now one of the fastest growing parts of the commercial food industry in
the U.S. This growth is attributable to the same factors driving
supermarkets and convenience stores to sell more prepared foods. Another
growing market within the commercial food industry is commercial/industrial
refrigeration, including the emerging Home Delivered/Internet Grocery
segment.
The international market represents a significant long-term growth
opportunity as countries develop their infrastructure, as well as their
food distribution and preservation needs. Many countries are also
experiencing economic growth, creating demand for more technologically
advanced products. Retailers in Mexico and Latin America are expanding and
remodeling their stores as a result of competition from U.S. and European
chains entering these markets.
STRATEGY
Hussmann's business strategy is to maintain and improve its position as a
leader in the mature markets in which it competes while expanding its
presence in the food service and food warehouse markets, and in evolving
international markets.
Domestic Revenue Growth. In the U.S. and Canada, Hussmann seeks to increase
its sales to those customers which it has historically served in the
commercial food industry while also increasing sales to higher growth areas
of the food service and food warehouse markets. Hussmann plans to achieve
these goals by (i) continuing to develop proprietary products such as the
Impact(R) line and the Protocol(R) refrigeration system (described below)
in order to differentiate Hussmann from its competitors, (ii) expanding
into the food service and food warehouse markets by leveraging its existing
technological and manufacturing expertise, and (iii) pursuing strategic
acquisitions to broaden its service and distribution network and
manufacturing capabilities.
International Expansion. Hussmann seeks to participate in the growth of
developing regions throughout the world by further strengthening its
manufacturing and distribution presence in these regions. Hussmann is
investing in manufacturing facilities that have the technology to produce
specific products tailored to local customer demand. Hussmann expects to
increase its global competitiveness by locating manufacturing facilities in
various regions throughout the world. Management believes the Company's
global manufacturing platform provides a key advantage in serving major
retailers who are making international expansion an integral part of their
growth plans. Approximately, 29%, 26% and 22% of Hussmann's 1999, 1998 and
1997 revenues, respectively, were derived from its operations located
outside of the U.S and Canada.
To further the Company's strategy for international expansion, in March
1999, Hussmann completed its acquisition of Koxka C.E., S.A. ("Koxka"), the
leading commercial refrigeration company in Spain. Koxka manufactures a
complete line of commercial and industrial refrigeration products
including standard and customized merchandising display cases for supermarkets,
beverage coolers, ice cream merchandisers and an array of other self-
contained food merchandisers. In 1999, Koxka contributed approximately $90
million to Hussmann's consolidated revenues.
In August 1998, Hussmann acquired a 65% interest in McAlpine Investments,
Ltd. ("MIL"). MIL consists of two separate 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 had combined
revenues in 1999 and 1998 of approximately $67.3 million and $29.2 million,
respectively. For further information regarding the Company's recent
acquisitions, see note 4 of the notes to consolidated financial statements
included in the 1999 Annual Report, incorporated herein by reference.
Increased Capacity. The commercial food industry in the U.S. has
experienced significant growth since the beginning of 1995. As a result,
the majority of Hussmann's plants operated at full capacity during the
third and fourth quarters of 1995 through 1999. In order to capitalize on
the industry's growth while providing timely delivery to existing
customers, Hussmann completed its plan to expand by 20%, the production
capacity of refrigerated display cases at its Bridgeton, Missouri plant.
The Company also consolidated the production of refrigeration systems from
five plants to two, which are located near Atlanta, Georgia and in Chino,
California. For further information regarding the Company's capacity
expansion see Management's Discussion and Analysis of Financial Condition
and Results of Operations: Liquidity, Financial Condition and Capital
Resources included in the 1999 Annual Report, incorporated herein by
reference.
Cost Reduction. Hussmann has implemented aggressive cost and expense
containment programs including rationalizing similar manufacturing
operations, instituting centralized purchasing of frequently used
components, consolidating engineering efforts and targeting selling,
general and administrative and fixed costs to remain constant through the
year 2001.
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PRODUCTS
Hussmann products include refrigerated and non-refrigerated display
merchandisers, refrigeration systems and controls, beverage coolers, air
handlers, evaporative condensers, heat exchange coils and walk-in storage
coolers and freezers. Hussmann's wide product line features high quality
products designed to meet the needs of a broad range of customers. All of
Hussmann's products are certified to relevant national or international
industry standards, as appropriate, by independent laboratories.
Merchandisers. Refrigerated display merchandisers preserve perishable food
products while allowing products to be attractively displayed and easily
accessed by the consumer. Display merchandisers are used to display
refrigerated and frozen products in supermarkets, convenience stores, food
service outlets and delicatessens. These merchandisers are either self-
contained or linked to a remote refrigeration system. Hussmann's display
merchandisers can be customized to display a variety of items.
Hussmann's standard product line of merchandisers, the Impact line,
was introduced in 1995. Hussmann has positioned Impact as a global
merchandising platform. Before the introduction of the Impact line,
Hussmann's operating units offered region-specific merchandising product
lines. Hussmann's operations in the U.S., Mexico, Latin America, the U.K.
and China have completed the transition to the Impact line. Hussmann does
not anticipate significant changes to Koxka's product line due to Koxka's
unique European product design and existing customer base. Additionally,
Koxka's products have had strong acceptance in Hussmann's distribution
channels, especially in Asia-Pacific and Latin America.
The Impact platform was designed with new technological features,
manufacturing efficiencies, and global markets in mind. Impact products
utilize many common parts and each merchandiser is designed to be
dismantled and shipped in pieces so as to more economically and efficiently
address export shipment costs as well as remote case assembly
opportunities. The Impact line of merchandisers also includes cases that
are not product specific, enabling stores to display fresh meat, bulk
produce, and other products in the same merchandiser by changing display
accessories. Impact merchandisers offer lower energy, maintenance and
refrigeration costs, while featuring advanced styling and merchandising
capabilities.
Hussmann is also a leader in providing customized display merchandisers and
accessories which complement its standard lines. The demand for these
merchandisers has increased with the growth of specialty sections in
supermarkets that require attractive, custom designed merchandisers
highlighting displayed products. These higher margin, specialized
merchandisers represent an expanding market where Hussmann can capitalize
on its leadership position and extensive branch network for selling,
installing and servicing products. Hussmann merchandisers can be
refrigerated, non-refrigerated, heated and color coordinated to store
specifications. Hussmann's Chino, California and Brantford, Ontario
plants are the largest custom merchandiser manufacturers in North America.
Refrigeration Systems. Hussmann is a technological leader in centralized
refrigeration systems. These systems, which include multi-compressors,
automatic flow control systems and electronic controls, are generally
located in a store's back room, away from the display and merchandising
areas. They are built to customer specifications and vary by number of
compressors, refrigerant type and need for satellite units.
In 1993, Hussmann introduced the Protocol refrigeration system. The
Protocol system utilizes compact, multiple scroll compressor refrigeration
units enclosed in attractive housings. Unlike back room systems,
individual Protocol units are located either in or very near the sales
areas, close to the refrigerated display cases. Protocol units use minimal
floor space and eliminate the need for back room refrigeration and the
related construction costs. Protocol is a chlorofluorocarbon (CFC) and
hydrochlorofluorocarbon (HCFC) free system, which uses up to 50% less
refrigerant and reduces the amount of piping and the likelihood of
refrigerant leaks.
Other Products. Hussmann manufactures numerous other products for use in
the commercial food industry. These products include a line of coolers for
the beverage industry sold primarily in Mexico and Latin America. In
addition, Hussmann manufactures air handlers, evaporative condensers and
heat exchange coils for the commercial/industrial refrigeration market.
Hussmann also manufactures and installs walk-in storage coolers and
freezers used for bulk storage and storage for non-display items. These
units are typically found in the back rooms of supermarkets and convenience
stores and other commercial sites, such as hotel and cafeteria kitchens.
Hussmann's other products include self-contained refrigeration equipment
utilized in convenience stores, ice cream merchandisers and other
specialty refrigerated equipment used in a variety of food-related
businesses.
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PRODUCT DEVELOPMENT AND PROPRIETARY INFORMATION
Hussmann strives to be the technology leader in food merchandising
equipment and commercial refrigeration. Hussmann believes technological
development is an important factor in its ability to maintain its market
leadership position. Hussmann's research and product development strategy
is to centralize the development of new products for global application.
Two global design centers have responsibility for creating new products
with a focus on global design for specific technologies and product lines.
The goal of the design centers is to achieve more commonality of components
and modularity in Hussmann's product lines. The centers share technologies
and product designs. The Impact merchandiser platform is a product of
Hussmann's global design approach.
The corporate design center, located in Bridgeton, is responsible for
technological development, new supermarket display case platform
development and global manufacturing support. The Mexico City design
center is responsible for entry level products such as beverage coolers and
spot merchandisers. In addition to the global design centers, Hussmann
conducts refrigeration systems development primarily at its Bridgeton and
Atlanta facilities, and custom merchandiser development is performed at its
Chino, California facility.
The corporate design center, which Hussmann believes to be unique in the
industry, includes eleven ambient-controlled display case test rooms, two
ambient-controlled psychrometric test rooms, one ambient-controlled test
chamber, all with dedicated computer based data acquisition systems, a
"mini-factory" model shop, materials testing lab, reverberate sound test
room, transit and vibration test area, rain test chamber and solid modeling
design workstations. The corporate design center allows Hussmann to work
closely with chemical companies and compressor, valve and controls
manufacturers to create new generations of cases and systems.
Hussmann's research and development efforts are staffed by approximately
145 engineers, designers, laboratory technicians and model makers
including approximately 55 at the corporate design center. Hussmann has
spent approximately $6.3 million, $6.4 million and $5.6 million on research
and development during the years ended 1999, 1998 and 1997, respectively.
Research and development expenditures in future years are expected to
approximate $6.0 million a year.
Hussmann holds patents registered in the U.S. and foreign countries for
various products. Hussmann believes that although its patents relating to
the Impact platform and Protocol refrigeration system are important in
maintaining its competitive and marketing advantage, no individual patent
is material to its financial condition or results of operations. Hussmann
also holds various trademarks, tradenames and copyrights, none of which,
other than the Hussmann and Koxka names, are considered by Hussmann to be
material to its financial condition or results of operations.
MANUFACTURING OPERATIONS
U.S. and Canada. Hussmann has eight manufacturing plants in the U.S. and
two manufacturing plants in Canada, each of which is devoted to the
manufacture of certain lines of Hussmann products. Hussmann believes
efficiency and quality are improved by concentrating the manufacture of its
different product lines at separate plants. For further information, refer
to "Properties" appearing elsewhere in this Form 10-K.
Europe. Hussmann reconfigured its manufacturing plant in Milton Keynes,
England which makes refrigerated display merchandisers and closed its
manufacturing plant in Glasgow, Scotland during 1998. Hussmann sells the
products manufactured at the Milton Keynes plant primarily in the U.K.
In addition, Koxka, Hussmann's most recent acquisition and the leading
commercial and industrial refrigeration manufacturer in Spain, has five
manufacturing locations producing standard and customized merchandising
display cases, beverage coolers, ice cream merchandisers and other self-
contained food merchandisers. The Company is in the process of
rationalizing and consolidating all of its European operations subsequent
to the Koxka acquisition. Koxka will complement the Company's existing
business in the U.K. and provide numerous integrated synergies.
Other International. In Mexico, Hussmann has manufacturing plants in Mexico
City and Monterrey, primarily serving the supermarket and beverage
industries. In January 1997, Hussmann expanded its operations in Latin
America by acquiring a 70% interest in Fast Frio do Brasil, Ltda. ("Fast
Frio"), a Brazilian supermarket equipment manufacturer. In July 1999, the
Company acquired the remaining interest in Fast Frio and renamed it
Hussmann do Brasil, Ltda. In November 1997, Hussmann acquired 100% of
Industrias Gilvert in Mexico City, a manufacturer of commercial and
industrial refrigeration products.
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Hussmann has a 55% interest in Luoyang Hussmann Refrigeration Co., Ltd., a
leading producer of refrigeration systems and display merchandisers in
China. The joint venture produces Hussmann-designed products including the
Impact line of merchandisers.
As previously stated, Hussmann acquired a 65% interest in MIL with
operations in New Zealand and Australia. MIL has three manufacturing
locations producing refrigeration systems, custom display merchandisers and
cool room panels.
Most of Hussmann's component purchases are for standard, readily available
materials such as carbon steel, compressors and electrical components.
Hussmann generally does not enter into long-term supply contracts.
Hussmann also purchases custom components produced to its specifications.
Although an interruption in the supply of a custom component may cause a
short-term disruption of operations, Hussmann has alternative supply
arrangements to mitigate any long-term effects.
During 1999, Hussmann launched a global purchasing initiative designed to
reduce the cost of raw materials. As part of this initiative, global
sourcing teams have been assembled, representing each manufacturing
facility. Initially, these teams will implement procedures to consolidate
orders for high-volume materials and concentrate the Company's purchasing
activities with a few "best-in-class" companies. In addition, Hussmann
expects it will be able to improve inventory management through the
implementation of an integrated company-wide information system (ERP),
which will link the Company's manufacturing sites worldwide, providing the
necessary information to enhance vendor transactions globally.
SALES AND MARKETING
In the U.S., Canada, Mexico and the U.K., Hussmann sells, installs and
services its products primarily through its network of approximately 39 branch
facilities. In addition to these company-operated facilities, Hussmann
works with independent distributors throughout the world. Through this
network and the Hussmann Total Service Program ("TSP"), Hussmann seeks to
promote strong customer loyalty and strengthen its reputation for quality
and reliability. The Hussmann TSP encompasses Hussmann's ability to
provide store design, engineer a broad range of standard and customized
equipment, and provide installation and service capabilities to its
customers.
A newly established sales force will target opportunities to sell custom-
designed hot and cold food cases for casual dining, carry-out and similar
types of food service establishments. In addition, Hussmann has also
entered into agreements throughout the U.S. with manufacturers'
representatives specializing in the food service market. Hussmann believes
these relationships will enable it to more effectively increase its sales
in this growing market.
Koxka has a network of eight company-owned distributors, three sales
offices and 129 independent distributors in 19 countries. In addition,
Koxka products can be distributed through any Hussmann location.
In Latin America, Hussmann sells through a network of approximately 20
independent distributors in those countries where it has no direct
investment. Hussmann has distribution agreements in Colombia, El Salvador,
Venezuela, Ecuador, Guatemala, Honduras, Costa Rica and Puerto Rico.
Hussmann has its own distribution network in Chile, Argentina, Brazil and
Peru. In Southeast Asia, Hussmann has a 50% ownership position in a joint
venture that sells, services and installs Hussmann products in Singapore,
Malaysia, the Philippines, and Hong Kong. MIL sells, services and installs
Hussmann products in Australia, New Zealand and the South Pacific Islands.
Hussmann has company-owned sales offices in Seoul, Korea and Guangzhou,
China. Hussmann also has agreements with distributors and/or licensees,
in Taiwan, Thailand, Indonesia, French Polynesia and Guam.
Hussmann's pricing is usually on a competitive bid basis. Hussmann submits
individual store bids, multi-store package bids and annual contract bids.
There is standard pricing for some items such as service parts and also for
wholesale sales.
COMPETITION
In general, the markets in which Hussmann participates are highly
competitive with competition primarily based on features, quality,
technology, energy conservation and price. Hussmann believes it is
competitive on these bases. Hussmann's competitors vary according to
product and geographic area, and include companies that manufacture a
variety of products for the commercial food industry and those that
specialize in the manufacture of a particular product. Hussmann faces
competition from a limited number of large competitors who sell their
products to supermarkets and convenience stores in the U.S. and Canada.
These competitors include Kysor-Warren (Berisford, plc), Tyler Refrigeration
Corporation (United Technologies Corporation) and Hill Phoenix,
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Inc. (Dover Corporation) in supermarkets and Universal Nolin/Kelvinator
(United Technologies Corporation), Master-Bilt Products, and Federal
(Standex International Corporation) in convenience stores. Competition in
the U.S. and Canada in refrigeration systems, walk-in storage coolers and
freezers, specialty cases and other Hussmann products is more fragmented,
with Hussmann facing competition from a number of regional manufacturers.
In Mexico, Latin America and Europe, Hussmann faces competition from large
European manufacturers, such as Costan and Bonnet (EL. FI Elettrofinanziara
S.P.A.), and Linde AG as well as smaller local manufacturers. In Asia-
Pacific, Hussmann is in competition with local manufacturers, large
European manufacturers and Japanese manufacturers, such as Sanyo, Hitachi
and Nakano.
CUSTOMERS
No single customer accounted for more than 10% of Hussmann's revenues
during any of the last three fiscal years. Hussmann's largest customers
are supermarkets in the U.S. and include 19 of the top 20 supermarket
chains. The U.S. customer base is composed of approximately 11,000
independent and 19,000 chain-owned supermarkets, plus over 96,000 other
grocery stores. In recent years, approximately 4,000 stores purchased
refrigeration equipment annually for either new stores or remodeling
existing stores. Historically, Hussmann's supermarket business has been
divided almost equally between outfitting new stores and remodeling
existing stores.
In Mexico, Hussmann sells to all of the top ten chains, while in Brazil,
Hussmann sells to seven of the top ten chains. In Europe, Hussmann's
customer base consists of approximately 20,000 chain-owned and independent
supermarkets. The Company serves seven of the top ten European chains.
BACKLOG AND SEASONALITY
The dollar amount of firm backlog at December 31, 1999 was $206.0 million,
compared with $201.5 million at December 31, 1998. Substantially all such
backlog was shipped by March 1, 2000.
Hussmann experiences the greatest demand for its products in the third and
fourth quarters of the year, with greater than 55% of annual sales and
revenues occurring during that period in 1999, 1998 and 1997. This demand
results from customers' seasonal construction cycles and desire to complete
stores prior to the year-end holiday season. On average, during the five-
year period ending December 31, 1999, 67% of operating income was generated
in the third and fourth quarters.
REGULATORY COMPLIANCE
Hussmann is subject to numerous federal, state and local laws and
regulations designed to protect the environment. In addition to
environmental laws, Hussmann is subject to the Federal Occupational Safety
and Health Act and other laws regulating safety and health. Hussmann
maintains a program to facilitate compliance with these laws, the capital
costs of which are not material to its financial condition or results of
operations.
Hussmann is contractually obligated through 2004 to indemnify the current
owners of a previously sold operation for the costs to perform certain
remedial and monitoring activities. These activities are identified and
outlined in a Consent Order signed by Hussmann and the Missouri Department
of Natural Resources. Hussmann believes it has sufficient reserves to meet
these obligations.
Hussmann has been named as a potentially responsible party under superfund
legislation at three sites. One site is a community landfill and the other
two sites are treatment, storage and disposal facilities used by Hussmann
to handle industrial waste. Hussmann is not currently utilizing any of
these sites and believes any liability it may ultimately incur at such
sites would not have a material adverse effect on its consolidated
financial condition, results of operations, or cash flows.
EMPLOYEES
At December 31, 1999, Hussmann had approximately 9,100 employees including
approximately 5,200 covered by collective bargaining agreements. Labor
contracts with respect to approximately 3,200, 2,300 and 1,700 employees
expire in 2000, 2001 and 2002, respectively. Hussmann considers its
relationships with employees to be generally satisfactory.
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ITEM 2. PROPERTIES
Hussmann's world headquarters, corporate design center and principal
manufacturing facility are located at a company-owned facility in
Bridgeton, Missouri. In the U.S. and Canada, Hussmann has seven additional
manufacturing facilities located in seven different states and two
manufacturing facilities in Canada. Five of these additional U.S.
facilities are leased and two are owned by the Company. Both facilities in
Canada are company-owned.
In Europe, Hussmann has two manufacturing facilities in the U.K. and five
in Spain, all of which are owned by the Company. In countries comprising
Other International, Hussmann has three manufacturing facilities in Mexico,
(one of which includes a design center), one manufacturing facility in
Brazil, one in China, one in Australia and two in New Zealand. The
manufacturing facility in China is owned by a joint venture subsidiary of
the Company. The manufacturing facilities in Australia and New Zealand,
and one of the facilities in Mexico are leased. The two other facilities
in Mexico and the facility in Brazil are company-owned. Management
believes these facilities are adequate for the Company's business needs.
ITEM 3. LEGAL PROCEEDINGS
Hussmann is involved in certain claims and legal proceedings arising in the
normal course of business. Although it is impossible to predict the
ultimate outcome of these matters, in the opinion of Management, after
appropriate consultation with legal counsel, the outcome of any such
proceedings individually or in the aggregate will not have a material
adverse effect on Hussmann's financial condition or results of operations.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters submitted to a vote of security holders during the
quarter ended December 31, 1999.
EXECUTIVE OFFICERS OF THE REGISTRANT
The names, ages and experience of the executive officers of the Company as
of March 2000, are set forth below:
J. Larry Vowell (59)
President and Chief Executive Officer, Director since January 29, 1998
Mr. Vowell has spent his entire professional career with Hussmann.
After holding a variety of management positions, Mr. Vowell became
President and Chief Operating Officer-Hussmann U.S.A. in 1990 and
President and Chief Executive Officer later that year.
John S. Gleason (58)
Executive Vice President-North American Operations
Mr. Gleason joined Hussmann in 1988 as President-International Group.
He served as Executive Vice President-Sales and Marketing for North
America from 1991 to 1995.
Michael D. Newman (43)
Senior Vice President-Chief Financial Officer
Mr. Newman joined Hussmann in 1996. Prior to that, he spent 17 years
with General Electric Company in various financial positions, most
recently as Manager, America's Finance.
John Schlee (57)
Senior Vice President-Europe and Middle East
Mr. Schlee joined Hussmann in 1988 as Group Vice President-
Manufacturing. He became Senior Vice President-Manufacturing in
1989, was Senior Vice President-International from 1995 to 1996 and
was Senior Vice President-Global Development from 1996 to November
1997.
7
<PAGE>
<PAGE>
Lawrence R. Rauzon (50)
Vice President-Asia-Pacific
Mr. Rauzon served as Vice President-Western United States from 1989-
1994 when he was appointed Vice President and Region Manager, Western
United States. He was appointed to his present position in 1996. He
has been with Hussmann since 1978.
Mark C. Schaefer (42)
Vice President-Mexico and Latin America
Mr. Schaefer joined Hussmann in 1981. He became President-Hussmann
Mexico in 1992, and was appointed to his present position in 1995.
Dennis G. Gipson (46)
Vice President-Global Development
Mr. Gipson joined Hussmann in 1972. From 1989 to 1991 he was Vice
President Sales-North Central Zone. He served as Vice President for
Product Development and Research from 1992 to 1996 and as Vice
President-Refrigeration, North America from 1996 to November 1997.
Burton Halpern (58)
Vice President, General Counsel and Secretary
Mr. Halpern has served in various legal capacities with Hussmann
since 1970. He became General Counsel in 1985.
Joseph R. Pinkston III (45)
Vice President-Human Resources
Mr. Pinkston joined Hussmann in 1995. From 1992-1995 he served as
Group Director of Human Resources for the Bowman Distribution
Division of the Barnes Group. Prior to that, he served in various
human resource positions with units of AlliedSignal Inc.
Thomas G. Korte (36)
Vice President-Corporate Controller
Mr. Korte joined Hussmann in 1998. From 1986-1998 he was employed by
KPMG LLP with his last position being Senior Manager.
There are no family relationships among any of the executive officers.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
Hussmann Common Stock is listed on the New York Stock Exchange ("NYSE")
under the symbol "HSM". As of March 6, 2000, there were 9,788 holders of
record of Hussmann Common Stock.
"When issued" trading of Hussmann Common Stock commenced on the NYSE on
January 20, 1998. Prior to that date, Hussmann Common Stock was not listed
or quoted on any securities exchange or quotation system. Information
regarding the Company's reported high and low sales prices as reported for
NYSE Composite Transactions for Hussmann Common Stock and the dividends
declared for each quarterly period ending after January 20, 1998, is
incorporated herein by reference to note 20 of the notes to consolidated
financial statements in the 1999 Annual Report.
ITEM 6. SELECTED FINANCIAL DATA
The information required by this item is set forth in "Five Year Summary of
Selected Financial Data" which appears in the 1999 Annual Report,
incorporated herein by reference.
8
<PAGE>
<PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The information required by this item is set forth in "Management's
Discussion and Analysis of Financial Condition and Results of Operations"
which appears in the 1999 Annual Report, incorporated herein by reference.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The information required by this item is set forth in "Management's
Discussion and Analysis of Financial Condition and Results of Operations:
Financial Risks and Non-U.S. Operations" which appears in the 1999 Annual
Report, incorporated herein by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The 1999 financial statements and supplemental data required by this item
are incorporated herein by reference to the consolidated financial
statements and notes thereto, and Independent Auditors' Report which appear
in the 1999 Annual Report.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information required for Executive Officers is reported in Part I of
this report. Other information required by this item is incorporated
herein by reference to the information contained under "Election of
Directors" and "Section 16(a) Beneficial Ownership Reporting Compliance" in
Hussmann's 2000 Proxy Statement dated April 4, 2000, filed pursuant to
Regulation 14A under the Securities Exchange Act of 1934, as amended (the
"2000 Proxy Statement").
ITEM 11. EXECUTIVE COMPENSATION
The information required by this item is incorporated herein by reference
to the information contained under "Compensation of Directors" and
"Executive Compensation and Other Information" in the 2000 Proxy Statement
(other than "Report of Management Resources and Compensation Committee" and
"Performance Graph").
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by this item is incorporated herein by reference
to the information contained under "Beneficial Ownership of Common Stock"
in the 2000 Proxy Statement.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
During the past fiscal year, neither Hussmann nor its subsidiaries was a
party to any transaction or proposed transaction in which any director,
executive officer or any member of his or her immediate family had a
material direct or indirect interest.
9
<PAGE>
<PAGE>
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(A) 1. FINANCIAL STATEMENTS
The consolidated financial statements of Hussmann and its
subsidiaries and the Independent Auditors' Report thereon are
incorporated herein by reference to the 1999 Annual Report.
2. FINANCIAL STATEMENT SCHEDULES
All schedules are omitted because they are not required, are not
applicable or the information is given in the consolidated financial
statements or notes thereto contained in the 1999 Annual Report.
3. EXHIBITS
See the accompanying Exhibit Index for a list of Exhibits which are
filed as a part of this Form 10-K.
(B) REPORTS ON FORM 8-K
Hussmann filed a Current Report on Form 8-K dated January 12, 2000, to
report that Hussmann and Richard G. Cline, Chairman of the Board of
Hussmann, had signed an agreement pursuant to which Mr. Cline agreed,
pending his re-election to the Board of Directors of Hussmann, to extend
his term as Chairman of the Board for a period of twelve months expiring
January 31, 2001.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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, this
23rd day of March, 2000.
HUSSMANN INTERNATIONAL, INC.
By: /s/ MICHAEL D. NEWMAN
---------------------------------------------
Michael D. Newman
Senior Vice President-Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons in the capacities
indicated on behalf of the registrant, this 23rd day of March, 2000.
SIGNATURE TITLE
--------- -----
/s/ J. LARRY VOWELL President and Chief Executive
- ---------------------------------------- Officer and Director (principal
J. Larry Vowell executive officer)
/s/ MICHAEL D. NEWMAN Senior Vice President-Chief
- ---------------------------------------- Financial Officer (principal
Michael D. Newman financial officer)
/s/ RICHARD G. CLINE Chairman of the Board and
- ---------------------------------------- Director
Richard G. Cline
10
<PAGE>
<PAGE>
/s/ VICTORIA B. JACKSON Director
- ----------------------------------------
Victoria B. Jackson
/s/ LAWERANCE A. DEL SANTO Director
- ----------------------------------------
Lawrence A. Del Santo
/s/ R. RANDOLPH DEVENING Director
- ----------------------------------------
R. Randolph Devening
/s/ J. JOE ADORJAN Director
- ----------------------------------------
J. Joe Adorjan
/s/ ARCHIE R. DYKES Director
- ----------------------------------------
Archie R. Dykes
/s/ THOMAS G. KORTE Vice President-Corporate
- ---------------------------------------- Controller (principal accounting
Thomas G. Korte officer)
11
<PAGE>
<PAGE>
</TABLE>
<TABLE>
EXHIBIT INDEX
<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <C>
2.1 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 Robert Charles Todd and Kevin Stainer (incorporated by
reference to Exhibit 2 to Hussmann International, Inc.'s Form
8-K dated August 17, 1998).
2.2 Share Purchase Agreement dated January 6, 1999 between Hussmann
International, Inc. and Vicente Guibert Azcue, Ramon Guibert Encio,
Inigo Guibert Encio, Jose Iriondo Murua, Juan Felix Iriondo Altuna,
Maria Elena Iriondo Altuna, Maria Teresa Iriondo Altuna, and
Florita Iriondo Altuna (the definitive agreement to acquire Koxka)
(incorporated by reference to Exhibit 2.2 to Hussmann International,
Inc.'s Form 10-K for the fiscal year ended December 31, 1998 (the
"1998 Form 10-K")).
3(i) Certificate of Incorporation (incorporated by reference to Exhibit
3(i) to Hussmann International, Inc.'s Registration Statement on
Form 10/A No. 3 (Post-Effective Amendment No. 1) (Commission File
No. 1-13407)).
3(ii) Amended and Restated By-Laws (incorporated by reference to Exhibit
3 to Hussmann International Inc.'s Form 10-Q for the quarter ended
June 30, 1999).
4.1 Certificate of Designation of Series A Junior Participating
Preferred Stock (incorporated by reference to Exhibit 4.2 to
Hussmann International, Inc.'s Registration Statement on
Form S-8 relating to its Retirement Savings Plans (Registration
No. 333-44623).
4.2 Amended and Restated Rights Agreement dated as of July 15, 1999
between Hussmann International, Inc. and First Chicago Trust
Company of New York (incorporated by reference to Exhibit 4 to
Hussmann International Inc.'s Form 10-Q for the quarter ended June
30, 1999).
4.3 Indenture dated as of May 22, 1998 by and between Hussmann
International, Inc. and The Bank of New York (incorporated by
reference to Exhibit 4.6 to Hussmann International, Inc.'s 1998
Form 10-K)
10.1 Distribution and Indemnity Agreement dated as of December 31,
1997 among Hussmann International, Inc., Hussmann Corporation and
Whitman Corporation (incorporated by reference to Exhibit 2.1 to
Hussmann International, Inc.'s Form 8-K dated January 30, 1998).
10.2 Tax Sharing Agreement dated as of December 31, 1997 among
Hussmann International, Inc., Hussmann Corporation and Whitman
Corporation (incorporated by reference to Exhibit 2.2 to Hussmann
International, Inc.'s Form 8-K dated January 30, 1998).
10.3 Credit Agreement dated as of January 23, 1998 among Hussmann
International, Inc., various financial institutions and Bank of
America National Trust and Savings Association, as administrative
agent (the "Credit Agreement") (incorporated by reference to
Exhibit 4 to Hussmann International, Inc.'s Form 8-K dated
May 15, 1998).
10.4 First Amendment dated as of May 29, 1998 to the Credit Agreement
(incorporated by reference to Exhibit 4 to Hussmann International,
Inc.'s Form 8-K dated May 15, 1998).
10.5 Second Amendment dated as of January 15, 1999 to the Credit
Agreement (incorporated by reference to Exhibit 4.3 of the 1998
Form 10-K).
10.6 Amended and Restated Stock Incentive Plan (incorporated by
reference to Exhibit 10.3 to Hussmann International, Inc.'s Form
10-Q for the quarter ended March 31, 1998).<F**>
10.7 Form of Option Agreement (incorporated by reference to Exhibit
10.4 to Hussmann International, Inc.'s Form 10-K for the quarter
ended March 31, 1998).<F**>
12
<PAGE>
<PAGE>
10.8 Form of Restricted Stock Award (incorporated by reference to
Exhibit 10.4 to Hussmann International, Inc.'s Form 10-K for
the fiscal year ended December 31, 1997).<F**>
10.9 Change in Control Agreement (incorporated by reference to
Exhibit 10.5 to Hussmann International, Inc.'s Registration
Statement on Form 10/A No. 1 (Commission File No. 1-13407)).<F**>
10.10 Agreement between the Registrant and Richard G. Cline
(incorporated by reference to Hussmann International Inc.'s
Form 8-K dated January 12, 2000).<F**>
10.11<F*> Stock Option Agreement dated as of February 1, 2000 between
Hussmann International, Inc. and Richard G. Cline.<F**>
10.12 Employment Agreement dated as of April 9, 1998 between Hussmann
International, Inc. and J. Larry Vowell (incorporated by reference
to Exhibit 10.9 to Hussmann International, Inc.'s Form 10-Q for
the quarter ended March 31, 1998).<F**>
10.13 Deferred Compensation Plan for Directors (incorporated by
reference to Exhibit 10.9 to Hussmann International, Inc.'s 1998
Form 10-K).<F**>
10.14 Form of Deferred Compensation and Payment Agreement for
Directors (incorporated by reference to Exhibit 10.9 to Hussmann
International, Inc.'s 1998 Form 10-K).<F**>
13<F*> 1999 Annual Report to Shareholders (pages 17-42).
21<F*> Subsidiaries of Hussmann International, Inc.
23<F*> Consent of KPMG LLP.
27<F*> Financial Data Schedule.
<FN>
- --------------
<F*>Filed herewith.
<F**>Management compensation plan or agreement.
</TABLE>
13
<PAGE>
Exhibit 10.11
NONQUALIFIED STOCK OPTION
NONQUALIFIED STOCK OPTION AGREEMENT dated as of February 1, 2000,
between HUSSMANN INTERNATIONAL, INC., a Delaware corporation (the
"Corporation"), and Richard G. Cline, Chairman of the Board of the
Corporation (the "Holder").
WHEREAS, the Corporation and Holder have entered into that certain
letter agreement dated January 12, 2000 (the "January 12 Agreement")
which agreement confirms the arrangement and terms under which Holder
shall serve as Chairman of the Board of the Corporation; and
WHEREAS, the January 12 Agreement includes as part of the
compensation to Holder the grant of a 10-year nonqualified option to
purchase 100,000 shares of the Corporation's common stock at the closing
price per share on the New York Stock Exchange on February 1, 2000 (the
"Closing Price"); and
WHEREAS, the Board of Directors of the Corporation has duly made
all determinations necessary or appropriate to the grant hereof;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants hereinafter set forth and for other good and valuable
consideration, receipt of which is hereby acknowledged, the parties
hereto have agreed, and do hereby agree, as follows:
1. The Corporation hereby irrevocably grants to the Holder, the
right and option (the "Option"), to purchase 100,000 shares of Common
Stock of the Corporation on the terms and conditions herein set forth.
2. For each of said shares purchased, the Holder shall pay to the
Corporation $14.0625 per share (the "Option Price") being the Closing
--------
Price on February 1, 2000.
3. Subject to the provisions of paragraph 6 hereof, this Option
shall expire at 5:00 p.m., St. Louis time, on February 1, 2010 (the
"Expiration Date") and shall become exercisable as to 100,000 shares on
February 1, 2001. The Corporation shall not be required to issue any
fractional shares upon exercise of this Option.
4. This Option may be exercised only by one or more notices in
writing of the Holder's intent to exercise this Option, accompanied by
payment by check to the Corporation in an amount equal to the aggregate
Option Price of the total number of whole shares then being purchased.
Unless otherwise specified by the Corporation, each such notice and
check shall be delivered to the Treasurer of the Corporation, at the
principal office of the Corporation or, at the risk of the Holder,
mailed to the Treasurer at said office.
5. This Option is not transferable by the Holder otherwise than by
will or the laws of descent and distribution or pursuant to beneficiary
designation procedures approved by the Corporation and may be exercised,
during the lifetime of the Holder, only by the Holder.
6. In the event of the termination of service of the Holder as
Chairman of the Board of the Corporation for Cause (as defined in the
January 12 Agreement) or the voluntary resignation by Holder from the
position of Chairman without the written consent of the Corporation
prior to
<PAGE>
<PAGE>
February 1, 2001, then this Option shall be exercisable only to the
extent it is exercisable on the effective date of the Holder's
termination of service and may thereafter be exercised by the Holder,
his personal representatives or distributees as the case may be until
the Expiration Date.
7. In the event of the termination of service of the Holder while
serving as Chairman of the Board of the Corporation for any reason other
than for Cause or the voluntary resignation by Holder from the position
of Chairman without the written consent of the Corporation prior to
February 1, 2001, then this Option shall become fully exercisable as of
the effective date of the Holder's termination of service and may
thereafter be exercised by the Holder, his personal representatives or
distributees as the case may be until the Expiration Date.
8. Prior to the termination of this Option, in the event of a
stock split, stock dividend, reverse stock split, spin-off, split-up,
recapitalization, merger, consolidation, combination, exchange of
shares, or the like, then the aggregate number and class of shares
thereafter subject to this Option and the Option Price thereof, and the
number and class of shares reserved for issuance pursuant to exercise
hereof, shall be appropriately adjusted in such manner as the Management
Resources and Compensation Committee of the Board of Directors shall
determine to be equitable and consistent with the purposes of the
Agreement and this Option, subject to resolution of any dispute pursuant
to the provisions of paragraph 9 of the January 12 Agreement. Such
determination shall be conclusive for all purposes of this Option.
9. This Option and each and every obligation of the Corporation
hereunder are subject to the requirement that if at any time the
Corporation shall determine, upon advice of counsel, that the listing,
registration, or qualification of the shares covered hereby upon any
securities exchange or under any state or Federal law, or the consent or
approval of any governmental regulatory body, is necessary or desirable
as a condition of or in connection with the granting of this Option or
the purchase of shares hereunder, this Option may not be exercised in
whole or in part unless and until such listing, registration,
qualification, consent or approval shall have been effected or obtained
free of any conditions not acceptable to the Board of Directors of the
Corporation.
10. In the event of a "change in control" or a "Pooling
Transaction", as those terms are defined in the Corporation's Stock
Incentive Plan ("Plan"), this Option shall become immediately
exercisable in full and the Holder shall have all of the rights
specified in Paragraph 10(B) and, if applicable, Paragraph 10(D) of the
Plan.
11. Nothing herein contained shall confer on the Holder any of the
rights of a shareholder with respect to any of the shares subject to
this Option until such shares shall be issued upon the exercise of this
Option.
IN WITNESS WHEREOF, this Nonqualified Stock Option Agreement has
been duly executed by the Corporation and the Holder as of the day and
year first above written.
HUSSMANN INTERNATIONAL, INC.
By: /s/ Burton Halpern
----------------------------------
Vice President
/s/ Richard G. Cline
----------------------------------
Richard G. Cline
2
<PAGE>
FIVE YEAR SUMMARY OF SELECTED FINANCIAL DATA
The following table presents selected historical consolidated and
combined financial information of Hussmann International, Inc. and its
subsidiaries ("Hussmann" or the "Company") or the group of companies
that became wholly and majority-owned subsidiaries of Hussmann on
January 30, 1998, which for all periods prior to December 31, 1998, was
composed of wholly-owned subsidiaries of Whitman Corporation
("Whitman"), including Hussmann Corporation and its wholly and majority-
owned subsidiaries and other Hussmann companies owned by Whitman but
directly managed by Hussmann Corporation. Prior to Hussmann becoming an
independent, publicly held company on January 30, 1998, the historical
financial statements were combined for financial reporting purposes.
For all periods presented herein, the financial statements and financial
information will be referred to as consolidated.
The consolidated historical financial information for the years
ended December 31, 1995 through 1997 may not necessarily reflect future
results of operations or financial position of Hussmann or what the
results of operations or financial position of Hussmann would actually
have been had Hussmann operated as an independent, publicly held company
during those periods.
<TABLE>
<CAPTION>
AS OF & FOR THE YEARS ENDED DECEMBER 31, 1999 <Fa> 1998 <Fb><Fc> 1997 <Fb><Fc> 1996 <Fb> 1995 <Fb>
- --------------------------------------------------------------------------------------------------------------------------------
CONSOLIDATED OPERATING RESULTS DATA DOLLARS IN MILLIONS, EXCEPT PER SHARE DATA
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Revenues $1,315.0 $1,221.2 $1,096.2 $1,005.7 $921.7
- --------------------------------------------------------------------------------------------------------------------------------
Gross profit 279.7 257.2 206.7 203.9 179.3
- --------------------------------------------------------------------------------------------------------------------------------
Gross profit percent 21.3% 21.1% 18.9% 20.3% 19.5%
================================================================================================================================
Depreciation and amortization 28.9 23.0 22.4 20.2 19.6
- --------------------------------------------------------------------------------------------------------------------------------
Non-recurring charges -- 1.4 47.8 -- --
- --------------------------------------------------------------------------------------------------------------------------------
Operating income 126.3 119.9 43.0 93.8 78.7
- --------------------------------------------------------------------------------------------------------------------------------
Operating income percent 9.6% 9.8% 3.9% 9.3% 8.5%
================================================================================================================================
Whitman charges -- 1.5 28.4 26.7 28.6
- --------------------------------------------------------------------------------------------------------------------------------
Interest expense 22.5 18.8 18.9 18.0 16.8
- --------------------------------------------------------------------------------------------------------------------------------
Net income (loss) $ 60.2 $ 57.5 $ (12.8) $ 34.1 $ 23.9
================================================================================================================================
Diluted earnings per share $ 1.16 $ 1.11 -- -- --
- --------------------------------------------------------------------------------------------------------------------------------
Dividends paid per share .08 .08 -- -- --
- --------------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------------
CONSOLIDATED BALANCE SHEET DATA
- --------------------------------------------------------------------------------------------------------------------------------
Working capital $ 250.2 $ 193.6 $ 179.5 $ 233.6 $194.2
- --------------------------------------------------------------------------------------------------------------------------------
Property and equipment, net 199.5 168.4 159.9 138.4 127.3
- --------------------------------------------------------------------------------------------------------------------------------
Total assets 816.4 653.7 614.0 611.4 547.4
- --------------------------------------------------------------------------------------------------------------------------------
Loans and advances - Whitman -- -- 173.8 211.4 186.9
- --------------------------------------------------------------------------------------------------------------------------------
Long-term debt (including current portion) 301.0 204.8 3.2 2.2 1.2
- --------------------------------------------------------------------------------------------------------------------------------
Total shareholders' equity $ 235.6 $ 185.5 $ 186.6 $ 192.6 $161.1
- --------------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------------
CONSOLIDATED CASH FLOWS DATA
- --------------------------------------------------------------------------------------------------------------------------------
Provided by (used in):
Operating activities $ 95.0 $ 44.7 $ 76.3 $ 26.1 $ (4.0)
- --------------------------------------------------------------------------------------------------------------------------------
Investing activities (162.7) (33.4) (63.0) (27.3) (36.7)
- --------------------------------------------------------------------------------------------------------------------------------
Financing activities $ 77.9 $ (22.5) $ (21.5) $ 14.3 $ 32.9
- --------------------------------------------------------------------------------------------------------------------------------
<FN>
<Fa> For the year ended December 31, 1999, Hussmann recognized a non-
recurring pretax loss of $10.3 on foreign exchange contracts used to
hedge the Koxka acquisition purchase price. See Management's Discussion
and Analysis of Financial Condition and Results of Operations for
further information.
<Fb> Hussmann was a wholly-owned subsidiary of Whitman until January 30,
1998. Accordingly, financial information for prior periods includes
allocations of certain general and administrative expenses and interest
costs, and does not include costs associated with being an independent,
publicly held company.
<Fc> Included in the years ended December 31, 1998 and 1997, are non-
recurring restructuring charges of $2.4 ($2.0 after-tax) and $56.3
($47.0 after-tax), respectively. See Management's Discussion and
Analysis of Financial Condition and Results of Operations for further
information.
</TABLE>
H u s s m a n n I n t e r n a t i o n a l , I n c .
/17/ 1 9 9 9 A n n u a l R e p o r t
<PAGE>
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
INTRODUCTION All dollar amounts are presented in millions
Hussmann International, Inc. ("Hussmann" or the "Company") manufactures,
sells, installs and services merchandising and refrigeration systems for
the commercial food industry throughout the world. Products include
refrigerated and non-refrigerated display merchandisers, refrigeration
systems and controls, beverage coolers, air handlers, evaporative
condensers, heat exchange coils and walk-in storage coolers and
freezers. Hussmann operates in three geographic segments: U.S. and
Canada, Europe, and Other International which includes Mexico, Latin
America and Asia-Pacific. During 1999, 1998 and 1997, approximately
71%, 74% and 78%, respectively, of consolidated revenues were derived
from the U.S. and Canada.
In general, the markets in which Hussmann participates are highly
competitive, focusing primarily on quality, technology, energy
conservation and price. Hussmann's competitors vary according to
product and geographic area, and include companies that manufacture a
variety of products for the commercial food industry, and those that
specialize in a particular product. Hussmann sells its products
primarily to supermarkets and convenience stores, including
international, national and local retailers. Hussmann's revenues are
historically seasonal, with the greatest demand for its products
occurring in the third and fourth quarters. This seasonality is the
result of retailers' construction cycles and the desire to complete
stores prior to the year-end holiday season.
As previously stated, on January 30, 1998, Hussmann was spun off
from Whitman Corporation ("Whitman") and became an independent, publicly
held company (the "Spin-off"). The year ended December 31, 1999,
represents the first full year of Hussmann's operations reported on a
stand-alone basis.
RESULTS OF OPERATIONS: 1999 COMPARED TO 1998
REVENUES
Revenues for the year ended December 31, 1999, of $1,315.0 were $93.8
over the same period 1998 revenues of $1,221.2. Revenue increases in
the U.S. and Canada, and Europe drove the overall 8% increase.
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------
1999 REVENUES CHANGE FROM 1998 INCREASE (DECREASE)
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
U.S. and Canada $ 937.2 $ 35.5 4%
- ------------------------------------------------------------------------------------------------------
Europe 203.2 58.4 40
- ------------------------------------------------------------------------------------------------------
Other International 174.6 (0.1) --
======================================================================================================
Total $1,315.0 $ 93.8 8%
======================================================================================================
</TABLE>
U.S. AND CANADA The 4% increase in revenues in the U.S. and Canada was
principally the result of continued strong U.S. supermarket case demand
and an improvement in refrigeration systems sales. Revenues from
refrigeration systems increased over prior years as the Company
completed the consolidation of its refrigeration manufacturing
facilities. The Company's revenue growth in the U.S. and Canada was
partially mitigated by flat sales in the fourth quarter due to certain
customers delaying major capital expenditure programs. Given our
current backlogs and continuing discussions with major customers,
Management expects sales growth of 5% - 7% in 2000.
EUROPE The 40% increase in revenues in Europe was due to the
acquisition of Koxka C.E., S.A. ("Koxka"; see note 4 of the notes to
consolidated financial statements) in March 1999. This increase was
partially offset by lower sales to major U.K. food retailers. Wal-
Mart's entrance into the U.K. market through the acquisition of Asda
Group plc. caused U.K. retailers to curtail 1999 capital expenditures.
During the fourth quarter of 1999, the Company made the decision to
concentrate its U.K. operations on higher-margin equipment sales and to
integrate its U.K. operations with those of Koxka. Koxka is quickly
becoming the centerpiece of Hussmann's European strategy on the strength
of its products, efficient manufacturing operations and the quality of
its management team. Management expects improved equipment sales in the
U.K. in 2000.
OTHER INTERNATIONAL Revenues in Other International were flat compared
to 1998. Increased revenues in China and the impact of the third
quarter 1998 acquisition of McAlpine Investments Ltd. ("MIL"; see note 4
of the notes to consolidated financial statements) were offset by
significantly lower beverage cooler export sales from Hussmann Mexico
which posted record setting revenues during 1998. In addition, despite
a nearly 40% volume increase, 1999 revenues in Brazil were down due to
the substantial devaluation of the Brazilian Real which occurred during
the first quarter of 1999.
H u s s m a n n I n t e r n a t i o n a l , I n c .
/18/ 1 9 9 9 A n n u a l R e p o r t
<PAGE>
<PAGE>
GROSS PROFIT
Gross profit increased mainly due to the 8% increase in revenue. Gross
profit as a percent of revenue was up slightly to 21.3%, reflecting
improvements in the U.S. and Canada, and the addition of higher-margin
sales from Koxka. These improvements were partially offset by
significantly lower margins in Mexico due to decreased beverage cooler
demand and an increased mix of lower-margin revenues in the U.K. and at
MIL.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Total selling, general and administrative ("SG&A") expenses increased
13% to $153.4 in 1999, from $135.9 in 1998. The increase in SG&A
expenses relates to the acquisitions of Koxka and MIL, as well as an
increase in the Company's information technology costs.
Corporate administrative expenses increased $7.7 or 29% to $34.7.
This increase is largely the result of additional costs related to
information technology systems, including costs associated with
Hussmann's conversion to a company-wide, fully integrated information
system ("ERP") and Year 2000 ("Y2K") costs. As the Company migrates to
the new ERP system, operating costs may remain at these levels until all
legacy systems have been completely replaced. In addition, corporate
expenses increased over prior year due to increases in certain costs
accounted for at corporate including pension, postretirement and medical
expenses.
OPERATING INCOME
Operating income of $126.3 in 1999 was 5% or $6.4 greater than the
comparable period in 1998. This was mainly attributable to the 11%
increase in operating income in the U.S. and Canada, and the increase in
Europe related to the Koxka acquisition. The following table summarizes
the fluctuations in operating income by segment:
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------
1999 OPERATING INCOME CHANGE FROM 1998 INCREASE (DECREASE)
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
U.S. and Canada $151.1 $15.5 11%
- --------------------------------------------------------------------------------------------------------
Europe 8.9 7.7 Fav
- --------------------------------------------------------------------------------------------------------
Other International 1.0 (9.1) (90)
- --------------------------------------------------------------------------------------------------------
Corporate (34.7) (7.7) (29)
========================================================================================================
Total $126.3 $ 6.4 5%
========================================================================================================
</TABLE>
The increase in the U.S. and Canada was due to increased volume,
improved productivity and efficiencies, continued favorable markets for
material prices and completion of the consolidation of its refrigeration
operations. The significant improvement in Europe related to the
acquisition of Koxka, offset by lower revenues and lower-margin revenues
in the U.K. Operating income for Other International decreased $9.1
from the $10.1 operating income recorded during 1998. This decrease is
mainly due to lower 1999 volume in Mexico caused by decreased demand for
beverage coolers, and a difficult comparison to a record setting 1998
performance. Although revenues increased significantly in Asia-Pacific,
the majority of the increase occurred at MIL, a distribution company,
which typically has lower operating margins. See discussion of
corporate administrative expenses under selling, general and
administrative expenses above.
INTEREST EXPENSE
Interest expense of $22.5 increased $3.7 or 20% from 1998 as a result of
financing the Koxka acquisition. Excluding interest expense
attributable to the purchase of Koxka, interest expense for the
comparable period would have decreased by approximately 15% as a result
of strong cash flows from operations and better management of
international debt. Interest expense for 1998 includes $1.0 of interest
expense allocated by Whitman.
OTHER INCOME/OTHER EXPENSE
The Company recognized a non-recurring pretax loss of $10.3 on foreign
exchange contracts used to hedge the Koxka acquisition purchase price.
Since Koxka was a publicly traded company in Spain, the purchase price
was denominated in Spanish Pesetas. In order to avoid foreign currency
exposure over the extended period involved in completing the
acquisition, Management hedged the Company's Peseta exposure. The
realized loss of $10.3 from settling the financial instruments has been
reflected in the consolidated statements of operations as foreign
exchange loss on purchase price hedge.
EFFECTIVE INCOME TAX RATE
Hussmann's effective income tax rate of 36.0% for the year ended
December 31, 1999, was 4.6 percentage points lower than 1998's effective
rate of 40.6%. This lower effective rate is the result of tax
strategies relating to both domestic and international operations, a
lower statutory rate in Spain than in the U.S. and the unfavorable
impact of hyper-inflationary accounting in Mexico during 1998. In
addition, 1998's income tax expense included a $2.0 adjustment related
to estimated tax benefits associated with the restructuring in the U.K.
H u s s m a n n I n t e r n a t i o n a l , I n c .
/19/ 1 9 9 9 A n n u a l R e p o r t
<PAGE>
<PAGE>
RESULTS OF OPERATIONS: 1998 COMPARED TO 1997
REVENUES
Revenues of $1,221.2 in 1998 were $125.0 or 11% over 1997 revenues of
$1,096.2. The U.S. and Mexico had record years, with solid volume
growth particularly in the production and sale of supermarket cases, and
the U.K. experienced a significant turnaround following 1997's extensive
restructuring. Acquisitions in Other International also contributed to
sales growth in 1998. The following is a summarized analysis of the
increase in revenues.
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------
1998 REVENUES CHANGE FROM 1997 INCREASE (DECREASE)
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
U.S. and Canada $ 901.7 $ 49.0 6%
- --------------------------------------------------------------------------------------------------------
Europe 144.8 21.2 17
- --------------------------------------------------------------------------------------------------------
Other International 174.7 54.8 46
========================================================================================================
Total $1,221.2 $125.0 11%
========================================================================================================
</TABLE>
U.S. AND CANADA Revenues in the U.S. and Canada grew 6% during the
year, to a record $901.7. The majority of this growth was in
supermarket cases produced at the Company's largest manufacturing
facility located in Bridgeton, Missouri. The Company's revenue growth
in the U.S. and Canada was partially mitigated by flat sales in
refrigeration systems as the Company implemented its planned
manufacturing consolidation of refrigeration systems during 1998.
EUROPE The 17% increase in revenues in the Company's U.K. operations
came on the heels of the substantial restructuring efforts announced in
the last half of 1997. Additionally in 1998, volume improvement was
driven by increased equipment orders (which typically have higher
margins than service and contracting) from the Company's newly
reconfigured U.K. plant, which resumed production in March 1998.
OTHER INTERNATIONAL Revenues improved $54.8 or 46% during the year,
driven by record-setting sales in Mexico and recent acquisitions in this
segment. Revenue increases from the acquisitions of Industrias Gilvert
in Mexico and MIL were partially offset by a decline in sales at
Hussmann Chile. Revenues in Asia-Pacific, excluding acquisitions,
increased 9% during 1998, despite the economic turmoil in that region.
NON-RECURRING AND RESTRUCTURING CHARGES
The 1998 non-recurring charge relates to the recognition of employee
termination costs and the write-down of certain assets at the Company's
operation in Chile. The 1997 non-recurring charge includes the
recognition of goodwill impairment, the closure of certain sales and
service branches in the U.K., the restructuring of the U.K. operations
and the consolidation of certain operations in the U.S. and Canada.
During the fourth quarter of 1998, due to an increasingly
weakening economy in Chile and the pending acquisition of Koxka,
Management decided to restructure its operations in Chile. A
substantial number of employees located in Chile were terminated, a
small manufacturing operation was closed and certain assets were written
down to their estimated fair market value. Hussmann recorded a non-
recurring charge of $2.4 ($2.0 after-tax) related to the restructuring
in Chile. The $2.4 charge consisted of an inventory write-down of $1.0,
and the remaining portion related to employee termination costs and the
write-down of certain other assets. In addition to this non-recurring
charge in Chile, Hussmann adjusted its estimates of the tax benefits to
be realized from the U.K. restructuring. The approximate $2.0
adjustment was reflected in the 1998 tax provision.
During the third quarter of 1997, Hussmann recorded non-recurring
charges of $30.7 ($29.6 after-tax) consisting of approximately $26.0
relating to the recognition of goodwill impairment and $4.7 related to
the closure of sales and service branches in the U.K.
Also, during the fourth quarter of 1997, Management decided to
restructure the U.K. operations and consolidate certain operations in
the U.S. and Canada. The restructuring plan included closing a
manufacturing facility in Scotland and consolidating two manufacturing
facilities in Milton Keynes, England. These actions resulted in the
elimination of approximately 320 jobs, primarily in the U.K. Total
costs were approximately $25.6 ($17.4 after-tax) which included $8.5 for
the write-down of inventory, $4.1 for the write-down of equipment, $10.9
in severance and termination benefits and $2.1 for lease termination and
other closing costs. Other than severance cost, the majority of the
charges recorded for the restructuring were non-cash.
GROSS PROFIT
Gross profit increased 24% or $50.5 in 1998. This increase was partly
related to the 11% overall improvement in revenues. In addition,
excluding the restructuring charge for inventory write-downs, gross
profit margins improved 1.5 percentage points, driven mainly by leverage
over fixed manufacturing costs, gains from other operating efficiencies
and a favorable market for purchased raw materials.
H u s s m a n n I n t e r n a t i o n a l , I n c .
/20/ 1 9 9 9 A n n u a l R e p o r t
<PAGE>
<PAGE>
SG&A EXPENSES
SG&A expenses increased $20.0 to $135.9 or 17% over the comparable 1997
period. The increase primarily related to acquisitions, increased
bonuses and commissions for the record setting year in 1998,
compensation costs related to a restricted stock program and costs
associated with the implementation of the ERP system.
OPERATING INCOME
Operating income of $119.9 in 1998 was $76.9 or 179% over 1997 operating
income of $43.0. Increases in the U.S., the U.K. and Mexico drove the
overall improvement. Excluding the 1997 restructuring costs, operating
income would have increased $20.6 or 21% in 1998. The following table
summarizes the fluctuations in operating income by segment:
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------
1998 OPERATING INCOME CHANGE FROM 1997 INCREASE (DECREASE)
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
U.S. and Canada $135.6 $32.8 32%
- --------------------------------------------------------------------------------------------------------
Europe 1.2 56.6 Fav
- --------------------------------------------------------------------------------------------------------
Other International 10.1 (7.1) (41)
- --------------------------------------------------------------------------------------------------------
Corporate (27.0) (5.4) (25)
========================================================================================================
Total $119.9 $76.9 179%
========================================================================================================
</TABLE>
Operating income in the U.S. and Canada increased 32% during the year to
$135.6. Substantially higher volume in supermarket cases and improved
margins in supermarket and specialty cases drove this improvement.
Excluding restructuring charges recorded in the U.S. and Canada in 1997,
operating income would have increased $27.8 or 26% during 1998.
Europe recorded operating income in three of four quarters in 1998
and was profitable for the full year in 1998. Restructuring efforts
announced in the last half of 1997, as well as increased volume helped
the segment attain operating income of $1.2 in 1998, compared to an
operating loss of $6.2 in 1997, excluding restructuring charges. Volume
improvements at the Company's reconfigured manufacturing facility in
Milton Keynes, England were driven by increased equipment orders from a
major retail customer.
Operating income in Other International was down $7.1 or 41% to
$10.1 for the year. Operating income was negatively impacted by hyper-
inflationary accounting in Mexico and an overall operating decline in
the Company's Chilean operation. Despite the effects of dollar
functional accounting on its results, Hussmann Mexico still recorded in
excess of a 20% improvement in operating income for the full year on the
strength of improved sales of supermarket cases and refrigerated bottle
coolers. Losses in Chile were heavily weighted in the final half of
1998, in particular the fourth quarter, as a deteriorating Chilean
economy accounted for a $6.6 decrease in revenues from 1997.
Additionally, operating income in Other International was reduced by
start-up losses in Brazil relating to the required spending to introduce
Hussmann technology and products into the Brazilian market. Hussmann
invested aggressively to establish its market position in Brazil.
INTEREST EXPENSE
Interest expense of $18.8 in 1998 was flat with that recorded during
1997. Interest expense includes amounts allocated to Hussmann from
Whitman of $1.0 and $17.3 for 1998 and 1997, respectively.
EFFECTIVE INCOME TAX RATE
Hussmann's effective income tax rate was 40.6% in 1998. This higher
effective rate is the result of higher levels of taxable income in the
U.S., (which typically has a higher effective tax rate), the effects of
hyper-inflationary accounting in Mexico, lower taxable income or net
losses in countries having lower effective tax rates, and the $2.0
adjustment to the estimated tax benefits related to the restructuring in
the U.K.
LIQUIDITY, FINANCIAL CONDITION AND CAPITAL RESOURCES
CASH FLOWS FROM OPERATIONS
Hussmann generated net cash from operations of $95.0, $44.7, and $76.3
during the years ended December 31, 1999, 1998 and 1997, respectively.
Improved working capital management and the collection of accounts
receivable associated with the late fourth quarter 1998 sales drove the
overall improvement in cash flows from operations when compared with
prior periods. The decrease in 1998 cash flows from operations when
compared to 1997, was attributable to the use of cash to fund additional
working capital (inventory, receivables and payables) requirements
during 1998 due to record setting volumes in the U.S. and Mexico.
CASH FLOWS FROM INVESTING ACTIVITIES
Net cash used in investing activities was $162.7, $33.4 and $63.0 during
the years ended December 31, 1999, 1998 and 1997, respectively. The
main components of 1999 cash usage from investing activities were the
purchase of Koxka and capital investments. The increase in capital
investments relates primarily to spending on the ERP
H u s s m a n n I n t e r n a t i o n a l , I n c .
/21/ 1 9 9 9 A n n u a l R e p o r t
<PAGE>
project and productivity and efficiency programs in the U.S. and Canada.
Included in other cash flows from investing activities were cash
proceeds from the sale of the Company's interest in an airplane and the
sale of two manufacturing facilities located in Scotland and Chile.
These facilities were part of the respective restructuring programs in
those countries. In 1998 and 1997, Hussmann paid $3.3 and $26.4,
respectively, for several acquisitions. Excluding acquisitions,
Management expects capital investments to approximate $40.0 per year
during 2000 and 2001. Management will continue to evaluate potential
acquisitions that fit its strategies for growth. During 1999 and 1998,
approximately 8% and 29%, respectively, of capital investments were
associated with the ERP project.
CASH FLOWS FROM FINANCING ACTIVITIES
Net cash provided by (used in) financing activities was $77.9, $(22.5)
and $(21.5) for the years ended December 31, 1999, 1998 and 1997,
respectively. The significant increase in 1999's reported balance
represents borrowings incurred to finance the acquisition of Koxka. The
significant activity during 1998 related to the settlement of the
Company's intercompany obligations with Whitman. At the time of the
Spin-off, Hussmann repaid the Whitman obligations with $240.0 borrowed
from its $350.0 Credit Facility (defined below). In addition, in June
1998, the Company issued $125.0 of Senior Notes (defined below) under
its $250.0 Shelf Registration (defined below). Prior to the Spin-off,
Whitman served as the primary source of financing for Hussmann. Under
Whitman's cash management system, Hussmann advanced cash not needed for
current operations to Whitman at the then current commercial bank prime
lending rate and Whitman advanced cash to Hussmann on the same basis.
AVAILABLE CASH AND BORROWINGS
Hussmann's cash and cash equivalents were $34.9 and $26.1 as of December
31, 1999 and 1998, respectively.
In January 1998, Hussmann entered into a committed credit facility
with a syndicate of commercial banks and financial institutions, which
enables Hussmann to borrow funds at variable interest rates on a
revolving credit basis up to an aggregate principal amount of $350.0
(the "Credit Facility"). The Company borrowed $270.0 under the Credit
Facility in January 1998, the majority of which was used to settle the
Company's obligations with Whitman.
In June 1998, Hussmann issued $125.0 Senior Notes due June 2008
bearing interest at 6 3/4% (the "Senior Notes"). The $125.0 Senior
Notes were part of the $250.0 Shelf Registration filed by Hussmann with
the Securities and Exchange Commission (the "SEC") on May 29, 1998 (the
"Shelf Registration"). Proceeds from the Senior Notes were used to
repay borrowings incurred under the Credit Facility.
On March 22, 1999, Hussmann borrowed approximately $145.0 under
the Credit Facility to fund the acquisition of Koxka and pay related
expenses. At December 31, 1999, $110.0 was outstanding under the Credit
Facility. In addition, at December 31, 1999, Hussmann had $86.2 and
$22.5 of uncommitted domestic lines-of-credit available and outstanding,
respectively, and $32.0 and $4.6 of uncommitted international lines-of-
credit available and outstanding, respectively.
On June 2, 1999, the Company borrowed $46.0 in the form of a
seven-year amortizing note. The interest rate is established semi-
annually based on LIBOR (London Interbank Offer Rate). The current
interest rate is approximately 6.9%. The Company used the proceeds of
the note to repay amounts borrowed under the Credit Facility.
Management believes cash flows from operations, unused amounts
available under the Credit Facility and the Shelf Registration, and
access to capital markets will be sufficient to satisfy Hussmann's
future working capital, capital investment, acquisitions, share
repurchase program and other financing requirements for the foreseeable
future. Management also believes Hussmann will be able to access
capital markets on satisfactory terms, although there can be no
assurance this will be the case.
OTHER
In January 2000, Hussmann's Board of Directors authorized a stock
repurchase program for up to 2.5 million of the Company's common shares
outstanding. Under the authorization, which was effective immediately,
the Company may repurchase shares from time to time in the open market
or in private transactions, depending on market price and other
considerations. As of February 29, 2000, the Company had purchased
approximately 248,000 shares at an average purchase price of $13.39 per
share.
FINANCIAL RISKS AND NON-U.S. OPERATIONS
Hussmann has only limited involvement with derivative financial
instruments and does not use them for trading purposes. They are used
to manage the more significant foreign currency and commodity price
risks.
FOREIGN CURRENCY RISK
Hussmann's most significant non-U.S. operations are located in Canada,
Mexico, Spain, and the U.K., with smaller operations located in, among
other countries, New Zealand, Australia, Brazil and China. Because the
majority of Hussmann's non-U.S. entities conduct business in their
respective local currencies, Hussmann is subject to foreign currency
risk when translating its non-U.S. entity financial statements into U.S.
Dollars for financial reporting purposes.
H u s s m a n n I n t e r n a t i o n a l , I n c .
/22/ 1 9 9 9 A n n u a l R e p o r t
<PAGE>
<PAGE>
Hussmann uses foreign currency risk management instruments to
manage its more significant exposures to changes in foreign currency
exchange rates with respect to certain foreign currency transactions.
Management continually monitors its use of foreign currency risk
management instruments in order to mitigate the Company's exposures.
In January 1999, the Company announced it had entered into a
definitive agreement to purchase Koxka. The purchase price established
in the agreement, (approximately $145.0) was denominated in Spanish
Pesetas. Hussmann hedged the Peseta exposure to lock in a U.S. Dollar
purchase price of $145.0 using forward currency exchange contracts.
Realized gains or losses from settling forward currency exchange
contracts must be reflected in the consolidated statements of operations
for the corresponding period. As such, Hussmann recognized a non-
recurring pretax loss of approximately $10.3 in the first quarter of
1999.
INTEREST RATE RISK
As of December 31, 1999, Hussmann had $301.0 in long-term debt
outstanding, $125.0 of which represented senior note obligations with a
fixed rate of 6 3/4%. The majority of the remaining balance represents
amounts outstanding on the Company's Credit Facility and the amortizing
note, both with interest based on LIBOR. Given the current mix of the
Company's outstanding indebtedness, the Company does not believe its
exposure to short-term interest rate changes would be material.
COMMODITY RISK
Hussmann uses copper wiring and tubing in the manufacture of its
products. As a result, the Company's operating results are subject to
fluctuations in the price of copper. Hussmann uses various hedging
instruments to mitigate a portion of these risks. Overall, this hedging
activity is not considered to be material to the Company's consolidated
results of operations, financial condition or cash flows.
OTHER RISKS
In addition to foreign currency translation and transaction risks, the
Company faces other risks associated with its non-U.S. operations
including 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. Management believes it has sufficient
insurance coverage to protect it from significant losses associated with
these risks.
YEAR 2000
Hussmann completed the necessary work to ensure its global information
technology systems were Y2K compliant prior to the end of 1999. The
Company has not experienced any major disruptions of its business due to
Y2K issues. The Company will continue to monitor its critical systems
over the next several months, but it does not anticipate any significant
issues arising from such systems. As of December 31, 1999, the Company
incurred approximately $4.0 related to Y2K work and does not anticipate
additional Y2K costs to be significant.
NEW ACCOUNTING PRONOUNCEMENT
In June 1998, the Financial Accounting Standards Board issued Statement
No. 133, "Accounting for Derivative Instruments and Hedging Activities"
("SFAS 133"). SFAS 133 establishes accounting and reporting standards
for derivative instruments, including certain derivative instruments
embedded in other contracts, and for hedging activities. In June 1999,
SFAS 133 was amended whereby the effective date was deferred one year,
to fiscal years beginning after June 15, 2000. Management is continuing
to assess the effects of this statement on the Company's consolidated
financial statements and notes thereto. Management does not believe
SFAS 133 will have a significant impact on the Company's consolidated
results of operations, financial condition or cash flows.
SAFE HARBOR STATEMENT
Management has made and will make certain forward-looking statements in
its reports filed with the SEC, reports to shareholders and in certain
other contexts relating to future revenues, costs, expenses, production
schedules, profitability and financial resources 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: 1) failure of the
Company to produce anticipated cost savings or improve productivity; 2)
timing and magnitude of capital investments; 3) economic and market
conditions in the U.S. and worldwide; 4) currency exchange rates; 5)
changes in customer spending levels and demand for new products; 6) cost
and availability of raw materials; 7) continuation of growth in
significant developing markets such as Latin America and Asia-Pacific;
8) overall competitive activities; 9) and other risks described in the
Company's filings with the SEC.
H u s s m a n n I n t e r n a t i o n a l , I n c .
/23/ 1 9 9 9 A n n u a l R e p o r t
<PAGE>
<PAGE>
<TABLE>
CONSOLIDATED STATEMENTS OF OPERATIONS
<CAPTION>
For the years ended December 31 (in millions, except share data)
- ---------------------------------------------------------------------------------------------------------
1999 1998 1997
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Revenues $1,315.0 $1,221.2 $1,096.2
- ---------------------------------------------------------------------------------------------------------
Cost of goods sold 1,035.3 964.0 889.5
=========================================================================================================
Gross profit 279.7 257.2 206.7
- ---------------------------------------------------------------------------------------------------------
Selling, general and administrative expenses 153.4 135.9 115.9
- ---------------------------------------------------------------------------------------------------------
Non-recurring charges -- 1.4 47.8
=========================================================================================================
Operating income 126.3 119.9 43.0
- ---------------------------------------------------------------------------------------------------------
Whitman charges -- 1.5 28.4
- ---------------------------------------------------------------------------------------------------------
Interest expense:
Whitman -- 1.0 17.3
- ---------------------------------------------------------------------------------------------------------
Other 22.5 17.8 1.6
=========================================================================================================
Total interest expense 22.5 18.8 18.9
- ---------------------------------------------------------------------------------------------------------
Foreign exchange loss on purchase price hedge (10.3) -- --
- ---------------------------------------------------------------------------------------------------------
Other income (expense), net 1.9 (3.4) 1.2
=========================================================================================================
Total other income (expense), net (8.4) (3.4) 1.2
- ---------------------------------------------------------------------------------------------------------
Income (loss) before income tax expense and
minority interests 95.4 96.2 (3.1)
- ---------------------------------------------------------------------------------------------------------
Income tax expense 34.4 39.0 9.4
=========================================================================================================
Income (loss) before minority interests 61.0 57.2 (12.5)
- ---------------------------------------------------------------------------------------------------------
Minority interests (0.8) 0.3 (0.3)
=========================================================================================================
Net income (loss) $ 60.2 $ 57.5 $ (12.8)
=========================================================================================================
Weighted average shares - Basic<F*>
(in thousands) 50,859 50,841 --
- ---------------------------------------------------------------------------------------------------------
Basic - EPS<F*> $ 1.18 $ 1.13 --
- ---------------------------------------------------------------------------------------------------------
Weighted average shares - Diluted<F*>
(in thousands) 51,867 52,006 --
- ---------------------------------------------------------------------------------------------------------
Diluted - EPS<F*> $ 1.16 $ 1.11 --
- ---------------------------------------------------------------------------------------------------------
<FN>
<F*> Discussion regarding the computation of 1998 earnings per share
is contained in note 2 of the notes to consolidated financial
statements.
See accompanying note to consolidated financial statements.
</TABLE>
H u s s m a n n I n t e r n a t i o n a l , I n c .
/24/ 1 9 9 9 A n n u a l R e p o r t
<PAGE>
<PAGE>
<TABLE>
CONSOLIDATED BALANCE SHEETS
<CAPTION>
As of December 31 (in millions, except share data)
- -----------------------------------------------------------------------------------------------------------------------------
ASSETS 1999 1998
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 34.9 $ 26.1
- -----------------------------------------------------------------------------------------------------------------------------
Receivables, net of allowance for doubtful accounts of $4.3 and $2.7, respectively 290.5 285.3
- -----------------------------------------------------------------------------------------------------------------------------
Inventories 139.3 106.9
- -----------------------------------------------------------------------------------------------------------------------------
Other current assets 19.8 11.5
=============================================================================================================================
Total current assets 484.5 429.8
- -----------------------------------------------------------------------------------------------------------------------------
Property and equipment, net 199.5 168.4
- -----------------------------------------------------------------------------------------------------------------------------
Intangible assets, net 109.1 29.4
- -----------------------------------------------------------------------------------------------------------------------------
Other assets 23.3 26.1
=============================================================================================================================
Total assets $816.4 $653.7
=============================================================================================================================
- -----------------------------------------------------------------------------------------------------------------------------
LIABILITIES AND SHAREHOLDERS' EQUITY
- -----------------------------------------------------------------------------------------------------------------------------
Current liabilities:
Short-term debt and current maturities long-term debt $ 18.4 $ 16.9
- -----------------------------------------------------------------------------------------------------------------------------
Accounts payable 149.5 137.5
- -----------------------------------------------------------------------------------------------------------------------------
Income taxes payable 1.7 9.1
- -----------------------------------------------------------------------------------------------------------------------------
Accrued expenses 64.7 72.7
=============================================================================================================================
Total current liabilities 234.3 236.2
- -----------------------------------------------------------------------------------------------------------------------------
Long-term debt 294.6 200.7
- -----------------------------------------------------------------------------------------------------------------------------
Other liabilities 51.9 31.3
=============================================================================================================================
Total liabilities 580.8 468.2
- -----------------------------------------------------------------------------------------------------------------------------
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, 51,166,000
and 51,006,000 issued; 50,909,000 and 50,763,000 shares outstanding, respectively 0.1 0.1
- -----------------------------------------------------------------------------------------------------------------------------
Additional paid-in capital 92.8 90.6
- -----------------------------------------------------------------------------------------------------------------------------
Retained earnings 217.1 161.0
- -----------------------------------------------------------------------------------------------------------------------------
Accumulated other comprehensive loss (70.2) (62.2)
- -----------------------------------------------------------------------------------------------------------------------------
Treasury stock, at cost: 257,000 and 243,000 shares, respectively (4.2) (4.0)
=============================================================================================================================
Total shareholders' equity 235.6 185.5
=============================================================================================================================
Total liabilities and shareholders' equity $816.4 $653.7
=============================================================================================================================
See accompanying notes to consolidated financial statements.
</TABLE>
H u s s m a n n I n t e r n a t i o n a l , I n c .
/25/ 1 9 9 9 A n n u a l R e p o r t
<PAGE>
<PAGE>
<TABLE>
CONSOLIDATED STATEMENTS OF CASH FLOWS
<CAPTION>
For the years ended December 31 (in millions, except share data)
- -----------------------------------------------------------------------------------------------------------------------------
1999 1998 1997
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ 60.2 $ 57.5 $(12.8)
- -----------------------------------------------------------------------------------------------------------------------------
Adjustments to reconcile net income (loss)
to net cash provided by operating activities:
Depreciation and amortization 28.9 23.0 22.4
- -----------------------------------------------------------------------------------------------------------------------------
Non-recurring charges -- 1.4 47.8
- -----------------------------------------------------------------------------------------------------------------------------
Changes in assets and liabilities, exclusive of acquisitions:
Receivables, net 31.0 (68.1) (3.6)
- -----------------------------------------------------------------------------------------------------------------------------
Inventories (6.0) 40.9 11.6
- -----------------------------------------------------------------------------------------------------------------------------
Accounts payable (8.5) (0.3) 10.0
- -----------------------------------------------------------------------------------------------------------------------------
Income taxes payable (15.2) (5.1) 3.8
- -----------------------------------------------------------------------------------------------------------------------------
Other assets and liabilities 4.6 (4.6) (2.9)
=============================================================================================================================
Net cash provided by operating activities 95.0 44.7 76.3
- -----------------------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital investments (40.0) (30.6) (38.6)
- -----------------------------------------------------------------------------------------------------------------------------
Companies acquired, net of cash (133.6) (3.3) (26.4)
- -----------------------------------------------------------------------------------------------------------------------------
Other 10.9 0.5 2.0
=============================================================================================================================
Net cash used in investing activities (162.7) (33.4) (63.0)
- -----------------------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net increase (decrease) in short-term debt (14.1) 6.7 4.3
- -----------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in loans and advances from Whitman -- -- (37.6)
- -----------------------------------------------------------------------------------------------------------------------------
Settlement of Whitman obligations, net -- (221.7) --
- -----------------------------------------------------------------------------------------------------------------------------
Net borrowings on revolving credit facility and lines-of-credit 53.3 75.4 --
- -----------------------------------------------------------------------------------------------------------------------------
Proceeds from issuance of long-term debt 46.0 124.1 --
- -----------------------------------------------------------------------------------------------------------------------------
Principal payments on long-term debt (3.0) -- --
- -----------------------------------------------------------------------------------------------------------------------------
Acquisition of treasury stock (0.2) (4.0) --
- -----------------------------------------------------------------------------------------------------------------------------
Capital contribution from Whitman -- -- 14.0
- -----------------------------------------------------------------------------------------------------------------------------
Dividends paid (4.1) (3.0) (2.2)
=============================================================================================================================
Net cash provided by (used in) financing activities 77.9 (22.5) (21.5)
- -----------------------------------------------------------------------------------------------------------------------------
Effects of foreign exchange rate changes on cash and cash equivalents (1.4) (1.1) (0.5)
=============================================================================================================================
Net change in cash and cash equivalents 8.8 (12.3) (8.7)
- -----------------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents, beginning of year 26.1 38.4 47.1
=============================================================================================================================
Cash and cash equivalents, end of year $ 34.9 $ 26.1 $ 38.4
=============================================================================================================================
See accompanying notes to consolidated financial statements.
</TABLE>
H u s s m a n n I n t e r n a t i o n a l , I n c .
/26/ 1 9 9 9 A n n u a l R e p o r t
<PAGE>
<PAGE>
<TABLE>
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY AND COMPREHENSIVE INCOME
<CAPTION>
For the years ended December 31 (in millions, except share data)
- ---------------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------------
ACCUMULATED OTHER
COMPREHENSIVE LOSS
-----------------------
COMMON MINIMUM
STOCK NO. ADDITIONAL CUMULATIVE PENSION TREASURY
OF SHARES COMMON PAID-IN RETAINED TRANSLATION LIABILITY, STOCK,
(IN THOUSANDS) STOCK CAPITAL EARNINGS ADJUSTMENT NET AT COST TOTAL
=================================================================================================================================
<S> <C> <C> <C> <C> <C> <C> <C> <C>
BALANCE AT DECEMBER 31, 1996 -- $ -- $38.3 $202.8 $(48.5) $ -- $ -- $192.6
=================================================================================================================================
Comprehensive income:
Net loss (12.8) (12.8)
- ---------------------------------------------------------------------------------------------------------------------------------
Cumulative translation adjustment (5.3) (5.3)
=================================================================================================================================
Total comprehensive loss -- -- -- (12.8) (5.3) -- -- (18.1)
- ---------------------------------------------------------------------------------------------------------------------------------
Dividends paid to Whitman (2.2) (2.2)
- ---------------------------------------------------------------------------------------------------------------------------------
Capital contribution from Whitman 14.0 14.0
- ---------------------------------------------------------------------------------------------------------------------------------
Stock plans, net 0.3 0.3
=================================================================================================================================
BALANCE AT DECEMBER 31, 1997 -- -- 52.3 188.1 (53.8) -- -- 186.6
=================================================================================================================================
Comprehensive income:
Net income 57.5 57.5
- ---------------------------------------------------------------------------------------------------------------------------------
Cumulative translation adjustment (5.5) (5.5)
- ---------------------------------------------------------------------------------------------------------------------------------
Minimum pension liability adjustment, net (2.9) (2.9)
=================================================================================================================================
Total comprehensive income -- -- -- 57.5 (5.5) (2.9) -- 49.1
- ---------------------------------------------------------------------------------------------------------------------------------
Issuance of common stock 50,731 0.1 0.1
- ---------------------------------------------------------------------------------------------------------------------------------
Dividends declared ($.08 per share) (4.0) (4.0)
- ---------------------------------------------------------------------------------------------------------------------------------
Settlement with Whitman 34.5 (80.6) (46.1)
- ---------------------------------------------------------------------------------------------------------------------------------
Repurchase of common stock (243) (4.0) (4.0)
- ---------------------------------------------------------------------------------------------------------------------------------
Stock plans, net 275 3.8 3.8
=================================================================================================================================
BALANCE AT DECEMBER 31, 1998 50,763 0.1 90.6 161.0 (59.3) (2.9) (4.0) 185.5
=================================================================================================================================
Comprehensive income:
Net income 60.2 60.2
- ---------------------------------------------------------------------------------------------------------------------------------
Cumulative translation adjustment (10.9) (10.9)
- ---------------------------------------------------------------------------------------------------------------------------------
Minimum pension liability adjustment, net 2.9 2.9
=================================================================================================================================
Total comprehensive income -- -- -- 60.2 (10.9) 2.9 -- 52.2
- ---------------------------------------------------------------------------------------------------------------------------------
Dividends declared ($.08 per share) (4.1) (4.1)
- ---------------------------------------------------------------------------------------------------------------------------------
Repurchase of common stock (14) (0.2) (0.2)
- ---------------------------------------------------------------------------------------------------------------------------------
Stock plans, net 160 2.2 2.2
=================================================================================================================================
BALANCE AT DECEMBER 31, 1999 50,909 $0.1 $92.8 $217.1 $(70.2) $ -- $(4.2) $235.6
=================================================================================================================================
See accompanying notes to consolidated financial statements.
</TABLE>
H u s s m a n n I n t e r n a t i o n a l , I n c .
/27/ 1 9 9 9 A n n u a l R e p o r t
<PAGE>
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS In millions, except share data
1. NATURE OF BUSINESS
Hussmann International, Inc. manufactures, sells, installs and services
merchandising and refrigeration systems for the commercial food industry
throughout the world. Hussmann operates manufacturing facilities in the
U.S., Canada, Spain, Mexico, the U.K., Brazil, China, New Zealand and
Australia.
On January 30, 1998, Whitman Corporation ("Whitman") distributed
50,731,000 shares of common stock of Hussmann ("Hussmann Common Stock")
to Whitman's shareholders (the "Spin-off"). As a result of the Spin-
off, Hussmann became an independent, publicly held company.
These financial statements present the operations of Hussmann and
its subsidiaries (as required by the context, "Hussmann" or the
"Company" refers to Hussmann International, Inc. or to the group of
companies that became wholly and majority-owned subsidiaries of Hussmann
International, Inc. on January 30, 1998), which for all periods prior to
December 31, 1998, 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 Corporation. Prior to the Spin-off, 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.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION The preparation of the consolidated financial
statements in conformity with generally accepted accounting principles
requires Management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the consolidated financial
statements, and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
The carrying amount of the Company's financial instruments
approximates their respective fair values. Certain prior year amounts
have been reclassified to conform to current year presentation.
PRINCIPLES OF CONSOLIDATION The consolidated financial statements
include accounts of Hussmann and its wholly and majority-owned
subsidiaries. Investments of 50% or less in joint ventures are
accounted for using the equity method. All significant intercompany
transactions have been eliminated.
CASH AND CASH EQUIVALENTS Cash and cash equivalents consist of deposits
with banks and financial institutions which are unrestricted as to
withdrawal or use, and which have original maturities of three months or
less.
INVENTORIES Inventories are valued at the lower of cost (principally
determined on the first-in, first-out or average method) or net
realizable value. Inventories include the cost of materials, direct
labor and applicable manufacturing overhead.
PROPERTY AND EQUIPMENT Property and equipment are recorded at cost.
Depreciation is computed using the straight-line method. Expenditures
for maintenance and repairs are expensed as incurred. The approximate
ranges of annual depreciation rates are 2% to 5% for buildings and
improvements and 8% to 33% for machinery and equipment. Accumulated
costs associated with the Company's conversion to a company-wide, fully
integrated information system ("ERP") are being expensed at an annual
depreciation rate of 10%. Gains or losses from the sale of property and
equipment are reported in Other income (expense), net, in the
consolidated statements of operations.
INTANGIBLE ASSETS, NET Intangible assets consist of goodwill and the
Koxka trademark. Goodwill represents the excess of cost over fair
market value of the net assets of businesses acquired. Such amounts are
amortized on a straight-line basis over the periods estimated to be
benefited. Amortization periods range from 3 to 40 years. Goodwill is
stated net of accumulated amortization of $12.5 and $10.0 as of December
31, 1999 and 1998, respectively. Trademark represents the cost
allocated to the Koxka tradename. See note 4 of the notes to
consolidated financial statements. Trademark is stated net of
accumulated amortization of $0.6 and $0.0 as of December 31, 1999 and
1998, respectively.
CARRYING VALUES OF LONG-LIVED ASSETS Hussmann evaluates the carrying
values of long-lived assets and identifiable intangibles whenever events
and circumstances indicate the carrying amount of an asset may not be
recoverable. Recoverability of an asset is measured by a comparison of
the carrying amount of such asset to the future net cash flows expected
to be generated. If such asset is considered to be impaired, the
impairment to be recognized is measured by the amount by which the
carrying amount exceeds the fair value of the asset. Assets to be
disposed of are reported at the lower of the carrying amount or fair
value, less disposal costs.
H u s s m a n n I n t e r n a t i o n a l , I n c .
/28/ 1 9 9 9 A n n u a l R e p o r t
<PAGE>
<PAGE>
FOREIGN CURRENCY TRANSLATION AND TRANSACTIONS Assets and liabilities of
non-U.S. operations whose functional currency is other than the U.S.
Dollar are translated to U.S. Dollars using exchange rates in effect at
the balance sheet date. Results from operations are translated using
average exchange rates during the period. The resulting translation
adjustments are recorded as a component of shareholders' equity. For
those non-U.S. entities of Hussmann operating in countries where
economies are considered to be highly inflationary, foreign currency
translation gains and losses are reported in Other income (expense),
net, in the consolidated statements of operations.
REVENUE RECOGNITION Revenue is recognized when products are shipped or
when services are performed. Revenue for installation projects is
generally recognized upon the completion of the project and acceptance
by the customer. Generally, products sold carry a one-year warranty
while installation projects carry a three-month warranty. Hussmann
estimates and records provisions for warranties in the period the sale
is reported, based on historical experience.
RESEARCH AND DEVELOPMENT Research and development costs are expensed as
incurred. These costs amounted to $6.3, $6.4 and $5.6 in 1999, 1998 and
1997, respectively.
INCOME TAXES Hussmann's U.S. operations have been included in the
consolidated U.S. Federal and certain state unitary income tax returns
of Whitman for the period ended January 30, 1998 and the year ended
December 31, 1997. For those periods in which Hussmann was part of
Whitman, Hussmann's income tax expense was allocated to Hussmann as if
Hussmann had filed separate income tax returns.
No U.S. income tax provision has been made on the undistributed
earnings of non-U.S. subsidiaries (approximately $77.2 at December 31,
1999) which currently is not intended to be remitted to the U.S.
primarily because retention of a significant portion of these earnings
is considered essential for continuing operations, and the additional
taxes are considered to be immaterial based on the ability to claim
foreign tax credits. No deferred tax liability has been recognized with
regard to the potential remittance of such undistributed income.
EARNINGS PER SHARE Hussmann adopted the provisions of Statement of
Financial Accounting Standards No. 128, "Earnings Per Share" ("SFAS
128"), effective January 1, 1998. In accordance with SFAS 128, basic
earnings per share is calculated using the weighted average number of
common shares outstanding during the period. Diluted earnings per share
is calculated using the weighted average number of common shares
outstanding during the period, plus shares issuable upon the assumed
exercise of dilutive common stock options using the treasury stock
method.
Although the Spin-off did not occur until January 30, 1998, for
purposes of 1998's presentation, Hussmann has calculated earnings per
share assuming the Spin-off occurred January 1, 1998, for both basic and
diluted earnings per share. The number of shares of Hussmann Common
Stock used in the calculation of earnings per share for the years ended
December 31, is as follows (in thousands):
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------
1999 1998
- ----------------------------------------------------------------------------------------------
<S> <C> <C>
Weighted average shares outstanding - Basic 50,859 50,841
- ----------------------------------------------------------------------------------------------
Dilutive effect of stock options 1,008 1,165
==============================================================================================
Weighted average shares outstanding - Diluted 51,867 52,006
==============================================================================================
</TABLE>
Options to purchase 545,000 shares of Hussmann Common Stock at prices
ranging from $16.28 to $17.94 per share were outstanding during the year
ended December 31, 1999, but were not included in the computation of
diluted earnings per share due to the exercise price of these options
being greater than the average market price of Hussmann Common Stock.
These options begin to expire in 2008.
Options to purchase 482,000 shares of Hussmann Common Stock at
$17.94 per share were outstanding during the year ended December 31,
1998, but were not included in the computation of diluted earnings per
share due to the exercise price of these options being greater than the
average market price of Hussmann Common Stock. These options expire in
2008.
STOCK-BASED COMPENSATION Hussmann measures the compensation cost of
equity instruments issued under employee compensation plans under the
provisions of Accounting Principles Board Opinion No. 25, "Accounting
for Stock Issued to Employees" ("APB 25"), and related interpretations,
in accounting for its fixed stock option plans. Compensation expense
related to restricted stock awards is recognized straight-line over the
applicable vesting periods.
<PAGE>
COMPREHENSIVE INCOME On January 1, 1998, Hussmann adopted SFAS No. 130,
"Reporting Comprehensive Income" ("SFAS 130"). SFAS 130 establishes
standards for reporting and presentation of comprehensive income and its
components in a full set of financial statements. This statement
requires Hussmann to report separately, the translation adjustments of
SFAS No. 52, "Foreign Currency Translation" and changes to the minimum
pension liability adjustment as components of comprehensive income.
Management has chosen to disclose the requirements of this statement
within the consolidated statements of shareholders' equity and
comprehensive income.
H u s s m a n n I n t e r n a t i o n a l , I n c .
/29/ 1 9 9 9 A n n u a l R e p o r t
<PAGE>
<PAGE>
DERIVATIVE FINANCIAL INFORMATION The Company has only limited
involvement with derivative financial instruments and does not use them
for trading purposes. They are used to manage the more significant
foreign currency and commodity price risks.
The Company uses copper wiring and tubing in the manufacture of
its products. The Company utilizes various commodity hedging
instruments to protect itself against fluctuations in market prices for
a portion of its purchases. Realized gains and losses on the hedges are
recognized as components of cost of goods sold when the related finished
products are sold.
The Company also uses certain foreign currency hedging instruments
to hedge its more significant exposures to changes in foreign currency
exchange rates with respect to foreign currency transactions. Realized
gains or losses from the settlement of hedged items are recorded in
Other income (expense), net, in the consolidated statements of
operations.
3. TRANSACTIONS WITH WHITMAN
CASH MANAGEMENT AND ADVANCES Prior to Spin-off, Whitman managed all
excess cash for Hussmann. Cash balances owed to Whitman were advanced
at the then current commercial bank prime lending rate. Interest
expense on such advances is included in Interest expense: Whitman in
the consolidated statements of operations.
CAPITAL TRANSACTIONS AND WHITMAN CHARGES For the years ended December
31, 1998 and 1997, capital transactions with Whitman are summarized in
the consolidated statements of shareholders' equity and comprehensive
income.
Whitman allocated portions of its general and administrative
expenses to its subsidiaries. Hussmann's share of such costs was $1.5
and $28.4 in 1998 and 1997, respectively. Such charges represent an
allocation of Whitman's estimated total expenses, and were charged to
Whitman's subsidiaries based on budgeted revenues. Whitman considered
this method to be a reasonable basis for allocation. These amounts are
included as Whitman charges in the consolidated statements of
operations.
4. ACQUISITIONS
Hussmann completed its acquisition of Koxka C.E., S.A. ("Koxka") on
March 23, 1999. Hussmann acquired virtually 100% of the outstanding
stock of Koxka through a cash tender offer. Koxka manufactures a
complete line of commercial and industrial refrigeration products at
five manufacturing facilities located throughout Spain.
Hussmann paid approximately $135.0 in cash for the acquisition.
This excludes the $10.3 loss related to the purchase price hedge used by
the Company to lock-in the U.S. Dollar purchase price of $145.0. The
purchase price was principally funded with borrowings under Hussmann's
5-year unsecured revolving credit facility (the "Credit Facility"). The
acquisition of Koxka was accounted for using the purchase method of
accounting, and accordingly, the results of operations are reflected in
the consolidated statements of operations since the date of acquisition.
The purchase price was allocated to the assets acquired and the
liabilities assumed based upon their estimated fair market values.
Goodwill and the trademark associated with the Koxka acquisition of
approximately $53.5 and $33.3, respectively, are being amortized over
the period to be benefited, (40 years). The purchase price allocation
has not yet been finalized, although Management does not expect amounts
to differ materially.
In July 1999, Hussmann acquired the remaining interest in its
Brazilian operation for approximately $2.5. In August 1998, Hussmann
acquired a 65% interest in McAlpine Investments, Ltd. ("MIL") for
approximately $3.5. MIL consists of two separate 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
was an independent distributor and licensee of the Company for several
years prior to the acquisition.
The acquisition of MIL was accounted for using the purchase method
of accounting, and accordingly, the results of operations are reflected
in the consolidated statements of operations since the date of
acquisition. The purchase price was allocated to the assets acquired
and the liabilities assumed of MIL based upon their estimated fair
market value. Goodwill associated with this acquisition (approximately
$5.9) is being amortized over ten years.
The following unaudited pro forma information presents the
consolidated results of operations of the Company as if Koxka had been
acquired on January 1, 1999 and 1998, respectively, and as if MIL had
been acquired on January 1, 1998. The 1999 pro forma information below
excludes the $10.3 hedge loss described above.
H u s s m a n n I n t e r n a t i o n a l , I n c .
/30/ 1 9 9 9 A n n u a l R e p o r t
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31
- ----------------------------------------------------------------------------------------------
1999 1998
- ----------------------------------------------------------------------------------------------
<S> <C> <C>
Revenues $1,344.6 $1,398.0
- ----------------------------------------------------------------------------------------------
Net income 66.5 60.0
- ----------------------------------------------------------------------------------------------
Net income per share:
Basic $1.30 $ 1.17
- ----------------------------------------------------------------------------------------------
Diluted $1.28 $ 1.15
- ----------------------------------------------------------------------------------------------
</TABLE>
5. INVENTORIES
Inventories consist of the following at December 31:
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------
1999 1998
- ----------------------------------------------------------------------------------------------
<S> <C> <C>
Raw materials and work in process $102.7 $ 81.2
- ----------------------------------------------------------------------------------------------
Finished goods 36.6 25.7
==============================================================================================
$139.3 $ 106.9
==============================================================================================
</TABLE>
6. PROPERTY AND EQUIPMENT, NET
Property and equipment consist of the following at December 31:
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------
1999 1998
- ----------------------------------------------------------------------------------------------
<S> <C> <C>
Land $ 12.0 $ 5.3
- ----------------------------------------------------------------------------------------------
Buildings and improvements 84.4 81.8
- ----------------------------------------------------------------------------------------------
Machinery and equipment 267.3 212.3
==============================================================================================
Total property and equipment 363.7 299.4
- ----------------------------------------------------------------------------------------------
Accumulated depreciation (168.2) (157.6)
- ----------------------------------------------------------------------------------------------
Construction in progress 4.0 26.6
==============================================================================================
$ 199.5 $ 168.4
==============================================================================================
</TABLE>
7. ACCRUED EXPENSES
Accrued expenses consist of the following at December 31:
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------
1999 1998
- ----------------------------------------------------------------------------------------------
<S> <C> <C>
Salaries and wages $22.6 $25.0
- ----------------------------------------------------------------------------------------------
Restructuring 0.8 10.4
- ----------------------------------------------------------------------------------------------
Other 41.3 37.3
==============================================================================================
$64.7 $72.7
==============================================================================================
</TABLE>
8. SHORT-TERM BORROWINGS AND LINES-OF-CREDIT
Short-term borrowings at December 31 consist primarily of various
short-term international bank borrowings as follows:
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------
1999 1998
- ----------------------------------------------------------------------------------------------
<S> <C> <C>
Short-term borrowings $12.0 $12.8
- ----------------------------------------------------------------------------------------------
Weighted average interest rate at December 31 5.9% 7.7%
- ----------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
Short-term borrowings generally represent foreign currency denominated
borrowings of non-U.S. subsidiaries. Hussmann also has additional
unsecured, uncommitted lines-of-credit available under agreements with
various commercial banks and financial institutions for short-term
borrowings up to $32.0 internationally, of which $4.6 was outstanding
at December 31, 1999.
9. LONG-TERM DEBT
Long-term debt consists of the following at December 31:
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------
1999 1998
- ----------------------------------------------------------------------------------------------
<S> <C> <C>
6 3/4% senior notes, due 2008 $125.0 $125.0
- ----------------------------------------------------------------------------------------------
Revolving credit facility, due 2003 110.0 70.0
- ----------------------------------------------------------------------------------------------
Amortizing note, due 2006 42.9 --
- ----------------------------------------------------------------------------------------------
Other 23.1 9.8
- ----------------------------------------------------------------------------------------------
Less current maturities (6.4) (4.1)
==============================================================================================
$294.6 $200.7
==============================================================================================
</TABLE>
H u s s m a n n I n t e r n a t i o n a l , I n c .
/31/ 1 9 9 9 A n n u a l R e p o r t
<PAGE>
<PAGE>
6 3/4% SENIOR NOTES In June 1998, Hussmann issued $125.0 aggregate
principal amount 6 3/4% Senior Notes (the "Senior Notes"). This
issuance represents one-half of the $250.0 Shelf Registration (the
"Shelf Registration") filed by Hussmann with the Securities and Exchange
Commission (the "SEC") on May 29, 1998. The Senior Notes are senior
unsecured obligations of Hussmann. The Senior Notes are redeemable at
Hussmann's option at amounts equal to the greater of 100% of the
principal amount of the Senior Notes or the sum of the present values of
the remaining scheduled payments of principal and interest, discounted
to the date of redemption on a semi-annual basis, plus any accrued but
unpaid interest to the date of redemption. Interest is paid semi-
annually on June 1 and December 1 until maturity in June 2008.
REVOLVING CREDIT FACILITY In January 1998, Hussmann entered into a
five-year, unsecured revolving credit facility with a syndicate of
commercial banks and financial institutions for borrowings up to $350.0.
The debt bears interest at variable rates, which ranged from 6.1% to
6.9% during 1999. An annual commitment fee of 0.1125% is payable
quarterly on the entire amount of the facility. Hussmann paid
approximately $0.4 in commitment fees under the Credit Facility during
1999 and 1998.
Borrowings under the Credit Facility are subject to certain
financial and non-financial covenants and restrictions, including
leverage, interest coverage, limitations on subsidiary indebtedness and
certain other general business restrictions.
On March 22, 1999, Hussmann borrowed approximately $145.0 under
the Credit Facility to fund the acquisition of Koxka and pay related
expenses. At December 31, 1999, $110.0 was outstanding under the Credit
Facility with $240.0 available for additional borrowings. In addition,
at December 31, 1999, Hussmann had $86.2 and $22.5 of uncommitted,
domestic lines-of-credit available and outstanding, respectively.
AMORTIZING NOTE In June 1999, the Company borrowed $46.0 in the form of
a seven-year amortizing note. The interest rate is established semi-
annually based on LIBOR (London Interbank Offer Rate). The current
interest rate is approximately 6.9%. The Company used the proceeds of
the note to repay amounts borrowed under the Credit Facility.
Based on the amount of long-term debt outstanding at December 31, 1999,
aggregate future principal payments for each of the five years
subsequent to December 31, 1999, are as follows: 2000, $6.4; 2001, $5.9;
2002, $6.3; 2003, $6.8; 2004, $7.2.
10. OPERATING LEASES
Hussmann leases certain facilities and equipment under non-cancelable
operating leases. Rent expense incurred under such leases during 1999,
1998 and 1997 was $14.5, $11.9 and $9.5, respectively. Future minimum
lease obligations under operating leases having original and remaining
terms of one year or more at December 31, 1999, are as follows:
<TABLE>
- -----------------------------------------------------------------------
- -----------------------------------------------------------------------
<S> <C>
2000 $11.1
- -----------------------------------------------------------------------
2001 9.8
- -----------------------------------------------------------------------
2002 8.9
- -----------------------------------------------------------------------
2003 7.5
- -----------------------------------------------------------------------
2004 7.0
- -----------------------------------------------------------------------
Thereafter 45.3
=======================================================================
$89.6
=======================================================================
</TABLE>
11. SHAREHOLDERS' EQUITY
PREFERRED STOCK Hussmann has 20,000,000 authorized shares of $.001 per
share par value preferred stock. There are no shares of preferred stock
issued or outstanding. The Board of Directors may authorize the
issuance of preferred stock in one or more series, without further
action by the shareholders.
COMMON STOCK Effective January 29, 1998, Hussmann's Board of Directors
authorized 150,000,000 shares of Hussmann common stock with a par value
of $.001 per share. As previously discussed, on January 30, 1998,
Hussmann was spun off from Whitman and 50,731,000 shares of Hussmann
Common Stock were distributed to Whitman shareholders. As of December
31, 1999, there were 51,166,000 and 50,909,000 shares of Hussmann Common
Stock issued and outstanding, respectively.
Holders of Hussmann Common Stock are entitled to one vote for each
share held on all matters submitted to a vote of the shareholders.
Subject to the rights of any holder of preferred stock, holders of
Hussmann Common Stock are entitled to receive ratably such dividends as
may be declared by the Board of Directors. In the event of liquidation,
H u s s m a n n I n t e r n a t i o n a l , I n c .
/32/ 1 9 9 9 A n n u a l R e p o r t
<PAGE>
<PAGE>
dissolution or wind-up of the Company, holders of Hussmann Common Stock
are entitled to share ratably in the distribution of all assets
remaining after payment of liabilities, subject to the rights of the
holders of preferred stock.
During the second quarter of 1998, the Company's Board of
Directors authorized the repurchase of shares of Hussmann Common Stock
at a level sufficient to offset any dilution caused by the exercise of
stock options. As of December 31, 1999, 257,000 shares of Hussmann
Common Stock had been repurchased into the treasury. See additional
information regarding the Company's stock repurchase program at note 21
of the notes to consolidated financial statements.
12. STOCK-BASED COMPENSATION
STOCK OPTIONS AND RESTRICTED STOCK The Hussmann International Stock
Incentive Plan (the "Hussmann Plan") authorizes the issuance of up to
7,187,000 shares of Hussmann Common Stock pursuant to the grant of
incentive stock options, non-qualified stock options, stock appreciation
rights, restricted stock awards and performance awards. Awards granted
under the Hussmann Plan include those used to replace outstanding stock
options and restricted stock granted under the Whitman Stock Incentive
Plan (the "Whitman Plan"), as of the Spin-off date.
On January 30, 1998, outstanding stock options and restricted
stock granted under the Whitman Plan were replaced with new non-
qualified Hussmann stock options and restricted stock of equivalent
value, with necessary adjustments made to the number and exercise price
of the Hussmann options to preserve the economic value of the Whitman
options and restricted stock as of the Spin-off.
Option grants under the Hussmann Plan are at the market price on
the date of grant. The options granted to replace those granted under
the Whitman Plan are generally exercisable over a period of three years.
The majority of options issued under the Hussmann Plan during 1999 and
1998 are exercisable at the end of a seven-year period, or sooner if
certain shareholder return targets are met. The earliest these options
may fully vest is three years, and only if total shareholder return
meets or exceeds 15% for the three-year period (as defined within the
option agreement). Once vested, the options are exercisable over a
period of ten years from the grant date.
As of December 31, 1999 and 1998, there were approximately 17,000
and 55,000 shares, respectively, of restricted stock on which the
restrictions had not lapsed. The restricted share awards vest over a
three-year period from the date of grant. No further shares of
restricted stock have been awarded under the Plan.
As stated in note 2, Hussmann applies APB 25 in accounting for its
stock based incentive plan. Had compensation costs for the stock
options issued under the Hussmann Plan during 1999 and 1998 been
determined based upon the fair value methodology prescribed under SFAS
No. 123, "Accounting for Stock Based Compensation" ("SFAS 123"),
Hussmann's net income for the years ended December 31, would have been
impacted as follows:
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------
1999 1998
- ----------------------------------------------------------------------------------
<S> <C> <C>
Reported net income $60.2 $57.5
- ----------------------------------------------------------------------------------
Pro forma net income 57.5 54.9
- ----------------------------------------------------------------------------------
Reported earnings per share - Diluted $ 1.16 $ 1.11
- ----------------------------------------------------------------------------------
Pro forma earnings per share - Diluted $ 1.11 $ 1.06
- ----------------------------------------------------------------------------------
</TABLE>
The weighted average fair value of options granted (which is amortized to
expense over the estimated option vesting period) was estimated on the
date of grant using the Black-Scholes option-pricing model for a peer
group of companies. Hussmann used data from a peer group of companies
because of a lack of historical information for Hussmann Common Stock.
The following assumptions were used:
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------
1999 1998
- ----------------------------------------------------------------------------------
<S> <C> <C>
Risk-free interest rate 6.5% 5.5%
- ----------------------------------------------------------------------------------
Expected life of option 6 Yrs. 6 Yrs.
- ----------------------------------------------------------------------------------
Expected volatility 41.6% 26.5%
- ----------------------------------------------------------------------------------
Expected dividend yield 1.0% 1.0%
- ----------------------------------------------------------------------------------
Weighted average fair market value of options granted $ 7.92 $ 5.87
- ----------------------------------------------------------------------------------
</TABLE>
<PAGE>
In accordance with SFAS 123, the weighted-average fair value of stock
options granted is required to be based on a theoretical statistical
model using the assumptions noted above. Because stock options do not
trade on a secondary market, employees receive no benefit and derive no
value from holding stock options without an increase in the market price
of Hussmann Common Stock.
H u s s m a n n I n t e r n a t i o n a l , I n c .
/33/ 1 9 9 9 A n n u a l R e p o r t
<PAGE>
<PAGE>
The following table summarizes stock option activity under the Hussmann
Plan for the years ended December 31:
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------
SHARES (IN THOUSANDS) WEIGHTED-AVG EXERCISE PRICE
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C>
OUTSTANDING, JANUARY 30, 1998 3,056 $11.40
- ---------------------------------------------------------------------------------------------------------
Granted 3,205 15.12
- ---------------------------------------------------------------------------------------------------------
Exercised (178) 10.02
- ---------------------------------------------------------------------------------------------------------
Canceled (46) 13.34
=========================================================================================================
OUTSTANDING, DECEMBER 31, 1998 6,037 $13.40
- ---------------------------------------------------------------------------------------------------------
Granted 149 17.12
- ---------------------------------------------------------------------------------------------------------
Exercised (192) 8.61
- ---------------------------------------------------------------------------------------------------------
Canceled (131) 16.28
=========================================================================================================
OUTSTANDING, DECEMBER 31, 1999 5,863 $13.58
=========================================================================================================
</TABLE>
<TABLE>
OPTIONS OUTSTANDING 1999
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------------
RANGE OF NUMBER WEIGHTED-AVG WEIGHTED-AVG EXERCISABLE WEIGHTED-AVG
EXERCISE OF SHARES REMAINING LIFE EXERCISE SHARES (IN EXERCISE
PRICES (IN THOUSANDS) (IN YEARS) PRICE THOUSANDS) PRICE
================================================================================================================================
<S> <C> <C> <C> <C> <C>
$6.07 - $7.68 340 2.6 $ 6.98 340 $ 6.98
- --------------------------------------------------------------------------------------------------------------------------------
$8.49 - $9.87 456 5.0 9.38 456 9.38
- --------------------------------------------------------------------------------------------------------------------------------
$12.48 - $13.69 2,684 7.2 13.27 1,776 13.27
- --------------------------------------------------------------------------------------------------------------------------------
$15.06 - $17.94 2,383 8.3 15.69 83 15.58
================================================================================================================================
5,863 7.2 $13.58 2,655 $11.87
================================================================================================================================
</TABLE>
SHAREHOLDER RIGHTS AGREEMENT AND SERIES A JUNIOR PARTICIPATING PREFERRED
STOCK Hussmann has adopted a Rights Agreement providing for the
issuance of one Preferred Stock Purchase Right (a "Right") with each
share of Hussmann Common Stock. The Rights Agreement was amended on
July 15, 1999. As amended, the Rights Agreement provides that the
registered holder of each Right is entitled to purchase from Hussmann,
one one-hundredth of a share of Series A Junior Preferred Stock (a
"Preferred Share") at a price of $150 per one one-hundredth of a
Preferred Share, subject to adjustment. The Rights will become
exercisable on the Rights Distribution Date, which is the earlier of the
close of business on the tenth day following a public announcement that
a person or group has acquired beneficial ownership of 15% or more of
the outstanding shares of Hussmann Common Stock (an "Acquiring Person"),
or the close of business on the tenth business day after the
commencement of a tender offer or exchange offer that would, if
consummated, result in a person or group becoming an Acquiring Person.
If a person becomes an Acquiring Person, each Right holder (other
than the Acquiring Person) will be entitled to receive, upon exercise of
the Right, a number of shares of Hussmann Common Stock having a market
value of two times the exercise price of the Right. If Hussmann is
acquired in a merger or other business combination, each Right holder
(other than the Acquiring Person) will be entitled to receive, upon
exercise of a Right, a number of the acquiring company's common shares
having a market value at that time of two times the exercise price of
the Right.
In general, Hussmann can redeem all Rights for one cent per Right
at any time until a person or group has become an Acquiring Person. The
Hussmann Board of Directors, without the consent of the Rights holders,
is also authorized to reduce the stock ownership thresholds to 10% or
increase them to not more than 20%. The Rights will expire on December
31, 2007. Until a Right is exercised, the holder of a Right (merely by
being a Right holder) will not have rights as a shareholder of Hussmann
including voting or dividend rights.
Each Preferred Share will be entitled to a minimum preferential
quarterly dividend payment of at least $1.00 per share, but will be
entitled to an aggregate dividend of 100 times the dividend declared per
share of Hussmann Common Stock. Each Preferred Share will have 100
votes, to be voted together with the Hussmann Common Stock. In the
event of a merger or other transaction in which shares of Hussmann
Common Stock are exchanged, each Preferred Share will be entitled to
receive 100 times the amount received per share of Hussmann Common
Stock.
H u s s m a n n I n t e r n a t i o n a l , I n c .
/34/ 1 9 9 9 A n n u a l R e p o r t
<PAGE>
13. INCOME TAXES
Income tax expense (benefit) for the years ended December 31 consists of
the following:
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------
1999 1998 1997
- ---------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Current:
U.S. Federal $20.9 $24.8 $ 12.2
- ---------------------------------------------------------------------------------------------
Non-U.S. 5.6 9.4 5.5
- ---------------------------------------------------------------------------------------------
U.S. state and local 4.6 4.0 1.8
=============================================================================================
Total current 31.1 38.2 19.5
- ---------------------------------------------------------------------------------------------
Deferred:
U.S. Federal 4.2 0.4 (2.2)
- ---------------------------------------------------------------------------------------------
Non-U.S. (1.1) 0.3 (7.5)
- ---------------------------------------------------------------------------------------------
U.S. state and local 0.2 0.1 (0.4)
=============================================================================================
Total deferred 3.3 0.8 (10.1)
=============================================================================================
$34.4 $39.0 $ 9.4
=============================================================================================
</TABLE>
The items which give rise to differences between the income tax expense
in the consolidated statements of operations and income taxes computed
at the U.S. statutory rate are summarized as follows:
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------
1999 1998 1997
- ---------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Income tax expense computed at U.S. statutory rate $33.4 $33.7 $(1.2)
- ---------------------------------------------------------------------------------------------
State and local taxes, net of U.S. benefit 2.6 2.7 0.9
- ---------------------------------------------------------------------------------------------
Higher (lower) non-U.S. effective tax rates (1.6) 2.3 (0.3)
- ---------------------------------------------------------------------------------------------
Non-deductible non-recurring charges -- -- 9.7
- ---------------------------------------------------------------------------------------------
Other items, net -- 0.3 0.3
=============================================================================================
$34.4 $39.0 $ 9.4
=============================================================================================
</TABLE>
Pretax income (loss) from non-U.S. operations amounted to $10.9, $11.5
and $(30.3) for the years ended December 31, 1999, 1998 and 1997,
respectively. Significant components of the Company's deferred tax
assets and liabilities at December 31 are as follows:
<PAGE>
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------
1999 1998
- ---------------------------------------------------------------------------------------------
<S> <C> <C>
Deferred tax assets attributable to:
Postretirement benefit accruals $ 5.6 $ 6.3
- ---------------------------------------------------------------------------------------------
Restructuring and other accruals 11.7 15.2
- ---------------------------------------------------------------------------------------------
Net operating loss carry-forwards 10.8 6.3
- ---------------------------------------------------------------------------------------------
Other 4.5 4.5
=============================================================================================
Total deferred tax assets 32.6 32.3
- ---------------------------------------------------------------------------------------------
Deferred tax liabilities attributable to:
Property and equipment, principally
depreciation method differences (14.2) (8.5)
- ---------------------------------------------------------------------------------------------
Basis difference - intangible assets (11.4) --
- ---------------------------------------------------------------------------------------------
Pension benefit plans (5.0) (5.1)
- ---------------------------------------------------------------------------------------------
Inventories (6.1) (7.8)
- ---------------------------------------------------------------------------------------------
Other (3.1) (0.7)
=============================================================================================
Total deferred tax liabilities (39.8) (22.1)
=============================================================================================
Net deferred tax assets (liabilities) $ (7.2) $ 10.2
=============================================================================================
Net deferred tax assets (liabilities) included in:
Other current assets $ 8.9 $ 3.9
- ---------------------------------------------------------------------------------------------
Other assets -- 6.3
- ---------------------------------------------------------------------------------------------
Other liabilities (16.1) --
=============================================================================================
Net deferred tax assets (liabilities) $ (7.2) $ 10.2
=============================================================================================
</TABLE>
Management believes it is more likely than not that all deferred tax
assets will be realized and accordingly, no valuation allowance has been
recorded.
H u s s m a n n I n t e r n a t i o n a l , I n c .
/35/ 1 9 9 9 A n n u a l R e p o r t
<PAGE>
<PAGE>
14. DEFINED BENEFIT AND DEFINED CONTRIBUTION PLANS
HUSSMANN-SPONSORED DEFINED BENEFIT PENSION PLANS Substantially all of
Hussmann's U.S. employees and employees at certain of its international
locations are covered under various defined benefit pension plans
sponsored and primarily funded by Hussmann. Plans covering salaried
employees provide a normal retirement benefit (usually a percentage of
covered compensation) for each year of credited service (excluding the
years 1989 - 1991 for U.S. plans) up to a stated maximum amount. Plans
covering hourly employees generally provide benefits of stated amounts
for each year of service. Plan assets are invested primarily in common
stocks, corporate bonds and government securities. The Company utilizes
information available at September 30 to measure its pension obligation
and the funded status of its pension plans.
The following tables detail the change in the projected pension
benefit obligation, the change in plan assets, and the funded status of
the pension plans at December 31:
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------
CHANGE IN BENEFIT OBLIGATION 1999 1998
- ----------------------------------------------------------------------------------------------
<S> <C> <C>
Benefit obligation, beginning of year $171.8 $151.3
- ----------------------------------------------------------------------------------------------
Effect of foreign currency exchange rates (0.7) (1.1)
- ----------------------------------------------------------------------------------------------
Service cost 5.4 5.2
- ----------------------------------------------------------------------------------------------
Interest cost 12.0 11.0
- ----------------------------------------------------------------------------------------------
Plan participants' contributions 0.7 0.9
- ----------------------------------------------------------------------------------------------
Plan amendments and spin-off -- 1.1
- ----------------------------------------------------------------------------------------------
Actuarial (gain) loss (16.0) 14.0
- ----------------------------------------------------------------------------------------------
Benefits paid (10.2) (10.6)
==============================================================================================
Benefit obligation, end of year $163.0 $171.8
- ----------------------------------------------------------------------------------------------
<CAPTION>
- ----------------------------------------------------------------------------------------------
CHANGE IN PLAN ASSETS 1999 1998
- ----------------------------------------------------------------------------------------------
<S> <C> <C>
Fair value of plan assets, beginning of year $170.5 $172.0
- ----------------------------------------------------------------------------------------------
Effect of foreign currency exchange rates (0.7) (0.9)
- ----------------------------------------------------------------------------------------------
Actual return on plan assets 27.0 6.8
- ----------------------------------------------------------------------------------------------
Plan spin-off -- (0.2)
- ----------------------------------------------------------------------------------------------
Company contribution 2.0 2.5
- ----------------------------------------------------------------------------------------------
Plan participants' contributions 0.7 0.9
- ----------------------------------------------------------------------------------------------
Benefits paid (10.2) (10.6)
==============================================================================================
Fair value of plan assets, end of year 189.3 170.5
- ----------------------------------------------------------------------------------------------
Funded status 26.3 (1.3)
- ----------------------------------------------------------------------------------------------
Unrecognized transition asset (0.1) (0.1)
- ----------------------------------------------------------------------------------------------
Unrecognized net actuarial (gain) loss (26.1) 2.0
- ----------------------------------------------------------------------------------------------
Unrecognized prior service cost 10.6 11.9
==============================================================================================
Prepaid benefit cost $ 10.7 $ 12.5
==============================================================================================
Net amount recognized in the balance sheet consists of:
Prepaid pension cost $ 13.4 $ 14.9
- ----------------------------------------------------------------------------------------------
Accrued pension liability (2.7) (14.0)
- ----------------------------------------------------------------------------------------------
Intangible asset -- 6.9
- ----------------------------------------------------------------------------------------------
Minimum pension liability -- 4.7
==============================================================================================
$ 10.7 $ 12.5
==============================================================================================
</TABLE>
H u s s m a n n I n t e r n a t i o n a l , I n c .
/36/ 1 9 9 9 A n n u a l R e p o r t
<PAGE>
<PAGE>
The following tables provide the actuarial assumptions used in the
determination of net periodic pension cost for Hussmann-sponsored pension
plans for the years ended December 31:
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------
WEIGHTED-AVERAGE ASSUMPTIONS 1999 1998 1997
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C>
U.S. PLANS
Discount rate 7.5% 6.5% 7.0%
- ----------------------------------------------------------------------------------------------
Expected return on plan assets 9.5 9.5 9.5
- ----------------------------------------------------------------------------------------------
Rate of compensation increase 5.0% 4.0% 4.5%
- ----------------------------------------------------------------------------------------------
<CAPTION>
- --------------------------------------------------------------------------------------------------------------
WEIGHTED-AVERAGE ASSUMPTIONS 1999 1998 1997
- --------------------------------------------------------------------------------------------------------------
NON-U.S. PLANS CANADA U.K. MEXICO CANADA U.K. MEXICO CANADA U.K. MEXICO
==============================================================================================================
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Discount rate 7.0% 8.5% 16.1% 6.3% 8.5% 19.2% 6.5% 9.5% 18.7%
- --------------------------------------------------------------------------------------------------------------
Expected return on
plan assets 9.0 8.5 17.2 9.0 8.5 20.4 9.0 9.5 20.4
- --------------------------------------------------------------------------------------------------------------
Rate of compensation
increase -- 6.0% 11.7% 4.0% 4.0% 14.7% 4.0% 4.5% 14.7%
- --------------------------------------------------------------------------------------------------------------
</TABLE>
The following table details the components of net periodic pension cost for
the years ended December 31:
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------
COMPONENTS OF NET PERIODIC PENSION COST 1999 1998 1997
- --------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Service cost $ 5.4 $ 5.2 $ 4.8
- --------------------------------------------------------------------------------------------
Interest cost 12.0 11.0 11.2
- --------------------------------------------------------------------------------------------
Expected return on plan assets (14.5) (13.5) (12.8)
- --------------------------------------------------------------------------------------------
Amortization of transition asset (0.1) (0.1) (0.1)
- --------------------------------------------------------------------------------------------
Amortization of prior service cost 1.3 1.3 1.3
- --------------------------------------------------------------------------------------------
Amortization of actuarial loss (0.4) (0.8) (0.1)
- --------------------------------------------------------------------------------------------
Plan spin-off -- (0.2) --
============================================================================================
$ 3.7 $ 2.9 $ 4.3
============================================================================================
</TABLE>
The aggregate benefit obligation, and aggregate fair value of plan assets
for Hussmann-sponsored pension plans with accumulated benefit obligations
in excess of plan assets at December 31 are as follows:
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------
1999 1998
- ----------------------------------------------------------------------------
<S> <C> <C>
Projected benefit obligation $2.6 $49.5
- ----------------------------------------------------------------------------
Accumulated benefit obligation 2.1 49.0
- ----------------------------------------------------------------------------
Fair value of plan assets $ -- $38.2
- ----------------------------------------------------------------------------
</TABLE>
MULTI-EMPLOYER PENSION PLANS Hussmann participates in a number of multi-
employer pension plans which provide benefits to certain union employees.
Benefits are determined and funded annually based on terms of the plans or
as stipulated in collective bargaining agreements. Amounts contributed to
these plans totaled $3.9, $3.6 and $3.7 in 1999, 1998 and 1997,
respectively.
HUSSMANN-SPONSORED DEFINED CONTRIBUTION PLANS Substantially all U.S.
salaried employees, certain U.S. hourly employees and certain Canadian
employees who meet certain eligibility requirements may elect to
participate in voluntary, contributory defined contribution plans to which
Hussmann makes full or partial matching contributions. The Company's
matching contributions to these plans amounted to $4.0, $3.6 and $3.7
during 1999, 1998 and 1997, respectively.
<PAGE>
15. POSTRETIREMENT PLANS
Hussmann provides substantially all former U.S. salaried employees who
retired prior to July 1, 1989, and selected other employees in the U.S. and
Canada with certain life and health care benefits. U.S. salaried employees
retiring after July 1, 1989, are generally required to pay the full cost of
these benefits. Eligibility for these benefits varies with the employee's
classification prior to retirement. The postretirement benefit plans are
unfunded plans, and as such, there are no plan assets. Benefits paid under
Hussmann's postretirement benefit plans are independent of participant
compensation levels. Therefore the projected benefit obligation is
equivalent to the accumulated benefit obligation.
H u s s m a n n I n t e r n a t i o n a l , I n c .
/37/ 1 9 9 9 A n n u a l R e p o r t
<PAGE>
<PAGE>
The following table details the change in the accumulated postretirement
benefit obligation at December 31:
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------
CHANGE IN BENEFIT OBLIGATION 1999 1998
- ----------------------------------------------------------------------------
<S> <C> <C>
Benefit obligation, beginning of year $15.1 $15.3
- ----------------------------------------------------------------------------
Service cost 0.2 0.1
- ----------------------------------------------------------------------------
Interest cost 1.1 1.0
- ----------------------------------------------------------------------------
Participant contributions 0.2 0.4
- ----------------------------------------------------------------------------
Actuarial gain (0.9) (0.4)
- ----------------------------------------------------------------------------
Benefits paid (1.0) (1.3)
============================================================================
Benefit obligation, end of year 14.7 15.1
- ----------------------------------------------------------------------------
Unamortized prior service cost 0.1 0.1
- ----------------------------------------------------------------------------
Unrecognized net actuarial (gain) loss 0.3 (0.8)
============================================================================
Accrued benefit cost $15.1 $14.4
============================================================================
</TABLE>
The discount rates used in the determination of net periodic benefit cost
for Hussmann-sponsored postretirement benefit plans for the years ended
December 31, 1999, 1998 and 1997 were 7.5%, 7.0% and 7.0%, respectively.
For 1999 measurement purposes, an 8.0% annual rate of increase in the
per capita cost of covered health care benefits was assumed for U.S. non-
Medicare eligible plan participants, a 6.5% rate of increase was assumed
for Medicare eligible U.S. plan participants and an 8.3% rate of increase
was assumed for all other plan participants. The rates used for non-
Medicare eligible and Medicare eligible plan participants were assumed to
decrease gradually until reaching 6.0% and 4.5%, respectively, in 2003, and
remain at those levels thereafter. The rates used for all other plan
participants were assumed to decrease gradually until reaching 5.5% in
2006, and remain at that level thereafter.
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------
COMPONENTS OF NET PERIODIC BENEFIT COST 1999 1998 1997
- -------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Service cost $0.2 $ 0.1 $ 0.1
- -------------------------------------------------------------------------------------------
Interest cost 1.1 1.0 1.0
===========================================================================================
$1.3 $ 1.1 $ 1.1
===========================================================================================
</TABLE>
Assumed health care cost trend rates have a significant effect on the
amounts reported for the postretirement benefits plan. A one-percentage
point change in assumed health care cost trend rates would have had the
following effects at December 31, 1999:
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------
1-PERCENTAGE POINT INCREASE 1-PERCENTAGE POINT DECREASE
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C>
Effect on service and interest cost components $0.1 $(0.1)
- -----------------------------------------------------------------------------------------------------------
Effect on postretirement benefit obligation $0.4 $(0.5)
- -----------------------------------------------------------------------------------------------------------
</TABLE>
MULTI-EMPLOYER POSTRETIREMENT MEDICAL AND LIFE INSURANCE Hussmann also
participates ina number of multi-employer postretirement plans designed to
provide health care and survivor benefits to union employees during their
working lives and after retirement. Amounts contributed to these plans
totaled $5.8, $4.6 and $5.2 during 1999, 1998 and 1997, respectively.
16. NON-RECURRING CHARGES
The 1998 non-recurring charge relates to the recognition of employee
termination costs and the write-down of certain assets at the Company's
operation in Chile. The 1997 non-recurring charge includes the recognition
of goodwill impairment, the closure of certain sales and service branches
in the U.K., the restructuring of the U.K. operations and the consolidation
of certain operations in the U.S. and Canada.
<PAGE>
During the fourth quarter of 1998, due to an increasingly weakening
economy in Chile and the pending acquisition of Koxka, Management decided
to restructure its operations in Chile. A substantial number of employees
located in Chile were terminated, a small manufacturing operation was
closed and certain assets were written down to their estimated fair market
value. Hussmann recorded a non-recurring charge of $2.4 ($2.0 after-tax)
related to the restructuring in Chile. The $2.4 charge consisted of an
inventory write-down of $1.0, and the remaining portion related to employee
termination costs and the write-down of certain other assets. In addition
to this non-recurring charge in Chile, Hussmann adjusted its estimates of
the tax benefits to be realized from the U.K. restructuring. The
approximate $2.0 adjustment was reflected in the 1998 tax provision.
During the third quarter of 1997, Hussmann recorded non-recurring
charges of $30.7 ($29.6 after-tax) consisting of approximately $26.0
relating to the recognition of goodwill impairment and $4.7 related to the
closure of sales and service branches in the U.K.
H u s s m a n n I n t e r n a t i o n a l , I n c .
/38/ 1 9 9 9 A n n u a l R e p o r t
<PAGE>
<PAGE>
Also, during the fourth quarter of 1997, Management decided to
restructure the U.K. operations and consolidate certain operations in the
U.S. and Canada. The restructuring plan included closing a manufacturing
facility in Scotland and consolidating two manufacturing facilities in
Milton Keynes, England. These actions resulted in the elimination of
approximately 320 jobs, primarily in the U.K. Total costs were
approximately $25.6 ($17.4 after-tax) which included $8.5 for the write-
down of inventory, $4.1 for the write-down of equipment, $10.9 in severance
and termination benefits and $2.1 for lease termination and other closing
costs. Other than severance cost, the majority of the charges recorded for
the restructuring were non-cash.
17. OTHER FINANCIAL INFORMATION
Other financial information at December 31 is as follows:
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------
1999 1998 1997
- -------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Interest paid $ 22.8 $17.7 $18.3
- -------------------------------------------------------------------------------------------
Income taxes paid 43.9 41.6 15.7
- -------------------------------------------------------------------------------------------
Capitalized interest 0.6 0.8 --
- -------------------------------------------------------------------------------------------
Interest income 3.4 2.1 1.8
- -------------------------------------------------------------------------------------------
Foreign exchange gain (loss) $(13.5) $(4.3) $ 0.4
- -------------------------------------------------------------------------------------------
</TABLE>
18. CONTINGENCIES
Hussmann is involved in certain claims and legal proceedings arising in the
normal course of business. Although it is impossible to predict the
ultimate outcome of these matters, in the opinion of Management, after
appropriate consultation with legal counsel, the outcome of any such
proceedings individually or in the aggregate will not have a material
adverse effect on Hussmann's results of operations, financial condition or
cash flows.
19. BUSINESS SEGMENT INFORMATION
The Company is organized and managed on a geographical basis with three
operating segments: the U.S. and Canada, Europe and Other International.
The Corporate segment includes certain financing and employee benefit
costs, certain information systems costs including ERP and Y2K costs, and
other general corporate income and expense items. Corporate assets consist
primarily of property and equipment, unallocated goodwill, cash and certain
assets associated with employee retirement plans.
Revenues are attributed to the location from which products are
shipped or services are provided. The accounting policies of the operating
segments are generally the same as those described in the summary of
significant accounting policies. Summarized information about Hussmann's
operations in each of its business segments for the years ended December 31
is as follows:
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------
REVENUES OPERATING INCOME
- -------------------------------------------------------------------------------------------------------------------------
1999 1998 1997 1999 1998 1997
=========================================================================================================================
<S> <C> <C> <C> <C> <C> <C>
U.S. and Canada $ 937.2 $ 901.7 $ 852.7 $151.1 $135.6 $102.8
- -------------------------------------------------------------------------------------------------------------------------
Europe 203.2 144.8 123.6 8.9 1.2 (55.4)
- -------------------------------------------------------------------------------------------------------------------------
Other International 174.6 174.7 119.9 1.0 10.1 17.2
=========================================================================================================================
Total before corporate
and other expenses $1,315.0 $1,221.2 $1,096.2 161.0 146.9 64.6
- -------------------------------------------------------------------------------------------------------------------------
Corporate (34.7) (27.0) (21.6)
=========================================================================================================================
Total operating income 126.3 119.9 43.0
- -------------------------------------------------------------------------------------------------------------------------
Whitman charges -- (1.5) (28.4)
- -------------------------------------------------------------------------------------------------------------------------
Interest expense (22.5) (18.8) (18.9)
- -------------------------------------------------------------------------------------------------------------------------
Other income (expense), net (8.4) (3.4) 1.2
=========================================================================================================================
Income (loss) before income
tax expense and minority interests $ 95.4 $ 96.2 $ (3.1)
=========================================================================================================================
</TABLE>
H u s s m a n n I n t e r n a t i o n a l , I n c .
/39/ 1 9 9 9 A n n u a l R e p o r t
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------
IDENTIFIABLE ASSETS DEPRECIATION AND AMORTIZATION CAPITAL INVESTMENTS
- ----------------------------------------------------------------------------------------------------------------------------
1999 1998 1999 1998 1997 1999 1998 1997
============================================================================================================================
<S> <C> <C> <C> <C> <C> <C> <C> <C>
U.S. and Canada $356.9 $358.3 $13.8 $13.6 $13.8 $20.8 $14.9 $16.3
- ----------------------------------------------------------------------------------------------------------------------------
Europe 234.4 79.4 5.7 1.6 2.7 2.9 2.7 1.1
- ----------------------------------------------------------------------------------------------------------------------------
Other International 148.7 160.9 5.1 4.3 2.8 7.5 4.8 9.5
- ----------------------------------------------------------------------------------------------------------------------------
Corporate 76.4 55.1 4.3 3.5 3.1 8.8 8.2 11.7
============================================================================================================================
$816.4 $653.7 $28.9 $23.0 $22.4 $40.0 $30.6 $38.6
============================================================================================================================
</TABLE>
During the years presented, no individual customer accounted for more than
10% of Hussmann's consolidated revenues. Revenues and long- lived assets
related to Hussmann operations located in the United States consist of the
following:
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------
1999 1998 1997
- -------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Revenues $864.5 $829.9 $779.8
- -------------------------------------------------------------------------------------------
Long-lived assets $128.0 $118.1 $109.8
- -------------------------------------------------------------------------------------------
</TABLE>
Revenues and long-lived assets related to Hussmann operations located
outside the United States consist of the following:
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------
1999 1998 1997
- -------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Revenues $450.5 $391.3 $316.4
- -------------------------------------------------------------------------------------------
Long-lived assets $180.6 $ 79.7 $ 75.2
- -------------------------------------------------------------------------------------------
</TABLE>
20. SELECTED QUARTERLY FINANCIAL DATA Unaudited
FINANCIAL RESULTS The following table presents Hussmann's revenues, gross
profit and net income (loss) on a quarterly basis:
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------
1ST QUARTER 2ND QUARTER 3RD QUARTER 4TH QUARTER FULL YEAR
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1999
Revenues $271.1 $324.0 $362.5 $357.4 $1,315.0
- -------------------------------------------------------------------------------------------------------------------------
Gross profit 45.0 71.9 82.4 80.4 279.7
- -------------------------------------------------------------------------------------------------------------------------
Net income (loss) $ (0.8) $ 17.2 $ 22.6 $ 21.2 $ 60.2
- -------------------------------------------------------------------------------------------------------------------------
1998
Revenues $245.9 $292.9 $333.2 $349.2 $1,221.2
- -------------------------------------------------------------------------------------------------------------------------
Gross profit 40.8 63.6 75.3 77.5 257.2
- -------------------------------------------------------------------------------------------------------------------------
Net income $ 4.2 $ 15.7 $ 20.2 $ 17.4 $ 57.5
- -------------------------------------------------------------------------------------------------------------------------
1997
Revenues $198.6 $250.8 $283.8 $363.0 $1,096.2
- -------------------------------------------------------------------------------------------------------------------------
Gross profit 34.9 48.4 62.6 60.8 206.7
- -------------------------------------------------------------------------------------------------------------------------
Net income (loss) $ (0.7) $ 5.7 $(15.9) $ (1.9) $ (12.8)
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>
H u s s m a n n I n t e r n a t i o n a l , I n c .
/40/ 1 9 9 9 A n n u a l R e p o r t
<PAGE>
<PAGE>
COMMON STOCK AND DIVIDEND INFORMATION Hussmann's stock is traded on the
New York Stock Exchange (the "NYSE") under the ticker symbol "HSM".
Hussmann Common Stock began trading on the NYSE on January 30, 1998,
following the Spin-off. The following table presents the high and low
market closing prices for Hussmann Common Stock and cash dividend
information for each quarter of 1999 and 1998.
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------
HIGH LOW DIVIDENDS DECLARED
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
1999
First quarter $18.13 $13.75 $0.02
- --------------------------------------------------------------------------------------------------
Second quarter 17.44 14.63 0.02
- --------------------------------------------------------------------------------------------------
Third quarter 18.31 16.56 0.02
- --------------------------------------------------------------------------------------------------
Fourth quarter $18.44 $12.88 $0.02
- --------------------------------------------------------------------------------------------------
1998
First quarter $18.75 $13.63 $0.02
- --------------------------------------------------------------------------------------------------
Second quarter 19.50 17.00 0.02
- --------------------------------------------------------------------------------------------------
Third quarter 18.94 12.63 0.02
- --------------------------------------------------------------------------------------------------
Fourth quarter $19.38 $12.00 $0.02
- --------------------------------------------------------------------------------------------------
</TABLE>
21. SUBSEQUENT EVENT
In January 2000, Hussmann's Board of Directors authorized a stock
repurchase program for up to 2.5 million of the Company's common shares
outstanding. Under the authorization, which was effective immediately,
the Company may repurchase shares from time to time in the open market or
in private transactions, depending on market price and other
considerations. As of February 29, 2000, the Company had purchased
approximately 248,000 shares at an average purchase price of $13.39 per
share.
H u s s m a n n I n t e r n a t i o n a l , I n c .
/41/ 1 9 9 9 A n n u a l R e p o r t
<PAGE>
<PAGE>
MANAGEMENT'S RESPONSIBILITIES FOR FINANCIAL REPORTING
The integrity and objectivity of the consolidated financial statements
included herein are the responsibility of Management. The financial
statements have been prepared in conformity with generally accepted
accounting principles and, where appropriate, include certain estimates
based on the informed judgment of Management. Financial information
appearing elsewhere in this annual report is consistent with the
consolidated financial statements.
In meeting its responsibility for the reliability of the
consolidated financial statements, Management relies on a system of
internal accounting controls. This system is designed to provide
reasonable assurance that assets are safeguarded and transactions are
executed in accordance with Management's authorization and recorded
properly to permit the preparation of the consolidated financial
statements in accordance with generally accepted accounting principles.
The design of this system recognizes errors and irregularities may occur
and estimates and judgments are required to assess the relative cost and
expected benefits of such controls. Management believes the accounting
controls provide reasonable assurance that errors and irregularities which
could be material to the consolidated financial statements are prevented
or would be detected within a reasonable period of time.
As an independent, publicly held company, Hussmann's Board of
Directors and Audit Committee have responsibility for determining that
Management fulfills its duties in connection with the preparation of the
consolidated financial statements. While under Whitman ownership, the
Board of Directors of Whitman, acting through its Audit Committee had
those responsibilities.
Hussmann's independent auditors, KPMG LLP, were engaged to audit the
consolidated financial statements of Hussmann and to issue their report
thereon. To express their opinion on the consolidated financial
statements and issue their report in conformity with generally accepted
auditing standards, the independent auditors review Hussmann's internal
accounting controls and conduct such tests and other procedures as they
deem necessary. KPMG's report appears below.
INDEPENDENT AUDITORS' REPORT
THE BOARD OF DIRECTORS AND SHAREHOLDERS' HUSSMANN INTERNATIONAL, INC.:
We have audited the accompanying consolidated balance sheets of Hussmann
International, Inc. (Hussmann) as of December 31, 1999 and 1998, and the
related consolidated statements of operations, shareholders' equity and
comprehensive income and cash flows for the year ended December 31, 1999,
and the related combined statements of operations, shareholders' equity
and comprehensive income and cash flows for the years ended December 31,
1998 and 1997. These financial statements are the responsibility of
Hussmann's Management. Our responsibility is to express an opinion on
these financial statements based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and perform the
audits to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing
the accounting principles used and significant estimates made by
Management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for
our opinion.
In our opinion, the consolidated and combined financial statements
referred to above present fairly, in all material respects, the financial
position of Hussmann as of December 31, 1999 and 1998, respectively, and
the results of their operations and their cash flows for each of the years
in the three-year period ended December 31, 1999, in conformity with
generally accepted accounting principles.
/s/ KPMG LLP
KPMG LLP
January 27, 2000
St. Louis, Missouri
H u s s m a n n I n t e r n a t i o n a l , I n c .
/42/ 1 9 9 9 A n n u a l R e p o r t
<PAGE>
Exhibit 21
<TABLE>
SUBSIDIARIES OF HUSSMANN INTERNATIONAL, INC.
<CAPTION>
Name Place of Incorporation
<S> <C>
Hussmann Corporation Missouri
Krack Corporation Illinois
Hussmann International Sales Corporation Barbados
Luoyang Hussmann Refrigeration Co., Ltd.<F*> China
Guangzhou Hussmann Refrigeration Co., Ltd. China
Hussmann Tempcool Holdings PTE LTD<F*> Singapore
Hussmann Holdings, Inc. Delaware
Hussmann Netherlands B.V. Netherlands
Hussmann-Mexico, S. de R.L. de C.V. Mexico
Hussmann American, S. de R.L. de C.V. Mexico
Industrias Frigorificas, S.A. de C.V. Mexico
Industrias Gilvert, S.A. de C.V. Mexico
Hussmann Canada Holdings, Ltd. Canada
Hussmann Canada Inc. Canada
Hussmann Holdings, Ltd. England
Hussmann (Europe) Limited England
Hussmann Refrigeration (Hungary) KFT<F*> Hungary
Hussmann do Brasil Ltda. Brazil
Fastecnica Instalacoes e Assistencia Tecnica Ltda. Brazil
Hussmann Region Andina SRL Chile
Hussmann Australasia Limited<F*> New Zealand
McAlpine Hussmann Limited New Zealand
McAlpine Hussmann (Australia) Pty Ltd. Australia
McAlpine Hussmann Pty Ltd. Australia
McAlpine Australia Pty Ltd. Australia
Hussmann Iberica S.L. Spain
Koxka C.E., S.A. Spain
Compania de Refrigeracion Vedereca, S.A. Spain
Kobol, S.A. Spain
Baes Industria Del Frio, S.A. Spain
<FN>
<F*> Each of the above subsidiaries is 100% owned or controlled except
as follows: Hussmann Tempcool Holdings PTE LTD (50%), Hussmann Refrigeration
(Hungary) Ltd. (60%), Luoyang Hussmann Refrigeration Co., Ltd. (55%) and
Hussmann Australasia Limited (65%).
</TABLE>
<PAGE>
Exhibit 23
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Hussmann International, Inc.:
We consent to incorporation by reference in the registration statement
Nos. 333-44623, 333-44799, and 333-58359 on Form S-8 and registration
statement No. 333-52987 on Form S-3 of Hussmann International, Inc. of
our report dated January 27, 2000, relating to the consolidated balance
sheets as of December 31, 1999 and 1998 of Hussmann International, Inc.,
and the related consolidated statements of operations, shareholders'
equity and comprehensive income, and cash flows for the year ended
December 31, 1999, and the related combined statements of operations,
shareholders' equity and comprehensive income and cash flows for the
years ended December 31, 1998 and 1997, which report appears in the
December 31, 1999 annual report on Form 10-K of Hussmann International,
Inc.
/s/ KPMG LLP
St. Louis, Missouri
March 30, 2000
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY CONSOLIDATED FINANCIAL INFORMATION
EXTRACTED FROM HUSSMANN INTERNATIONAL'S CONSOLIDATED FINANCIAL
STATEMENTS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
CONSOLIDATED FINANCIAL STATEMENTS AND NOTES THERETO.
</LEGEND>
<MULTIPLIER> 1,000,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> DEC-31-1999
<CASH> 35
<SECURITIES> 0
<RECEIVABLES> 295
<ALLOWANCES> 4
<INVENTORY> 139
<CURRENT-ASSETS> 485
<PP&E> 368
<DEPRECIATION> 168
<TOTAL-ASSETS> 816
<CURRENT-LIABILITIES> 234
<BONDS> 295
<COMMON> 0
0
0
<OTHER-SE> 236
<TOTAL-LIABILITY-AND-EQUITY> 816
<SALES> 1,315
<TOTAL-REVENUES> 1,315
<CGS> 1,035
<TOTAL-COSTS> 1,035
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 23
<INCOME-PRETAX> 95
<INCOME-TAX> 34
<INCOME-CONTINUING> 60
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 60
<EPS-BASIC> 1.18<F1>
<EPS-DILUTED> 1.16
<FN>
<F1> For purposes of this exhibit, primary means basic.
</TABLE>
