SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)*
(x) Quarterly report pursuant to section 13 or 15(d) of the
Securities Exchange Act of 1934 for the quarterly period
ended June 30,1994
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 1-8973
KYSOR INDUSTRIAL CORPORATION
(exact name of registrant as specified in its charter)
Michigan (state or other jurisdiction of incorporation or organization)
38-1909000 (I.R.S. Employer Identification Number)
One Madison Avenue, Cadillac, Michigan 49601
(Address of principal executive offices)
Zip Code)
(616)779-2200
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been
subject to such filing requirement for the past 90 days.
YES X NO
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
Common stock, $1.00 par value, number of shares outstanding as of August9,
1994:
5,578,929
<TABLE>
KYSOR INDUSTRIAL CORPORATION
Part I - FINANCIAL INFORMATION
Item 1. Financial Statements
The interim financial data presented herein is unaudited but, in the opinion of the
management, reflects all adjustments (none of which was other than a normal recurring
adjustment) necessary for a fair presentation of such information. Results for interim
periods should not be considered indicative of results for a full year. There were no
undisclosed material unusual charges or credits to income during the quarter ended
June 30, 1994 nor was there a change in independent accountants during the period.
KYSOR INDUSTRIAL CORPORATION AND SUBSIDIARIES
Consolidated Statement of Income
(Unaudited, amounts in thousands except per share data)
<CAPTION>
Quarter Ended Six Months Ended
June 30, June 30,
SALES AND REVENUE 1994 1993 1994 1993
___________ ___________ ____________ ____________
<S> <C> <C> <C> <C>
Net sales $ 76,083 $ 69,764 $ 146,113 $ 133,514
Interest and other revenues 442 169 722 328
___________ ___________ ____________ ____________
TOTAL SALES AND REVENUES 76,525 69,933 146,835 133,842
___________ ___________ ____________ ____________
COSTS AND EXPENSES
Cost of sales 58,744 52,994 113,148 101,333
Selling and administrative expenses 12,088 11,575 23,443 22,678
Interest expense 502 534 1,040 1,025
Other expenses 270 103 606 254
___________ ___________ ____________ ____________
TOTAL COSTS AND EXPENSES 71,604 65,206 138,237 125,290
___________ ___________ ____________ ____________
INCOME BEFORE INCOME TAXES AND BEFORE
CUMULATIVE EFFECT OF ACCOUNTING CHANGE 4,921 4,727 8,598 8,552
INCOME TAXES 1,925 1,950 3,500 3,670
___________ ___________ ____________ ____________
INCOME BEFORE CUMULATIVE EFFECT
OF ACCOUNTING CHANGE 2,996 2,777 5,098 4,882
CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING
FOR POSTRETIREMENT BENEFITS (Net of income
tax benefit of $4,435) - - - (7,628)
___________ ___________ ____________ ____________
NET INCOME (LOSS) 2,996 2,777 5,098 (2,746)
DIVIDENDS ON PREFERRED STOCK
(Net of tax benefits) 244 249 490 499
___________ ___________ ____________ ____________
EARNINGS (LOSS) APPLICABLE TO COMMON STOCK $ 2,752 $ 2,528 $ 4,608 $ (3,245)
___________ ___________ ____________ ____________
___________ ___________ ____________ ____________
EARNINGS (LOSS) PER COMMON SHARE
PRIMARY -
INCOME BEFORE ACCOUNTING CHANGE $ 0.48 $ 0.45 $ 0.81 $ 0.78
ACCOUNTING CHANGE - - - (1.35)
___________ ___________ ____________ ____________
NET EARNINGS (LOSS) $ 0.48 $ 0.45 $ 0.81 $ (0.57)
___________ ___________ ____________ ____________
___________ ___________ ____________ ____________
FULLY DILUTED -
INCOME BEFORE ACCOUNTING CHANGE $ 0.41 $ 0.38 $ 0.69 $ 0.66
ACCOUNTING CHANGE - - - (1.35)
___________ ___________ ____________ ____________
NET EARNINGS (LOSS) $ 0.41 $ 0.38 $ 0.69 $ (0.69)
___________ ___________ ____________ ____________
___________ ___________ ____________ ____________
Primary weighted average common
shares and equivalents 5,707 5,648 5,699 5,645
___________ ___________ ____________ ____________
___________ ___________ ____________ ____________
Dividends declared per common share $ 0.13 $ 0.11 $ 0.25 $ 0.21
___________ ___________ ____________ ____________
___________ ___________ ____________ ____________
The accompanying notes are an integral part of the financial statements.
</TABLE>
<TABLE>
KYSOR INDUSTRIAL CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheet
(Unaudited, dollars in thousands)
<CAPTION>
June 30, December 31,
1994 1993
____________ ____________
<S> <C> <C>
CURRENT ASSETS
Cash and equivalents $13,772 $21,339
Accounts receivable less allowance for doubtful
accounts of $2,002 and $1,546, respectively 46,841 35,968
Inventories 34,292 28,409
Prepaid expenses 1,456 1,228
Deferred income tax charges 6,661 6,266
____________ ____________
TOTAL CURRENT ASSETS 103,022 93,210
____________ ____________
PROPERTY, PLANT AND EQUIPMENT
Land 2,631 2,616
Buildings 30,669 30,155
Machinery and equipment 65,766 61,970
____________ ____________
99,066 94,741
Less accumulated depreciation 56,044 51,918
____________ ____________
TOTAL PROPERTY, PLANT AND EQUIPMENT 43,022 42,823
____________ ____________
OTHER ASSETS
Goodwill, patents and other intangibles 4,881 2,806
Cash value of officers' life insurance 9,801 9,547
Deferred income tax charges 4,714 4,031
Miscellaneous receivables and other assets 4,301 4,038
____________ ____________
TOTAL OTHER ASSETS 23,697 20,422
____________ ____________
TOTAL ASSETS $169,741 $156,455
____________ ____________
____________ ____________
The accompanying notes are an integral part of the financial statements.
</TABLE>
<TABLE>
KYSOR INDUSTRIAL CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheet
(continued)
(Unaudited, dollars in thousands)
<CAPTION>
June 30, December 31,
1994 1993
____________ ____________
<S> <C> <C>
CURRENT LIABILITIES
Current maturities of long-term debt $6,554 $5,670
Accounts payable 19,535 14,353
Accrued income taxes payable 1,610 2,426
Accrued expenses and contingent liabilities 28,302 25,699
____________ ____________
TOTAL CURRENT LIABILITIES 56,001 48,148
Long-term debt, less current maturities,
plus guarantee of ESOP indebtedness 32,056 33,673
Accumulated postretirement benefit obligation 12,766 12,628
Other long-term liabilities 8,820 7,313
____________ ____________
TOTAL LIABILITIES AND DEFERRED CREDITS 109,643 101,762
____________ ____________
PREFERRED SHAREHOLDERS' EQUITY
Employee Stock Ownership Plan Preferred Stock,
shares authorized 5,000,000; outstanding
806,181 and 810,163; stated value of $24.375 19,651 19,748
Unearned deferred compensation under
employee stock ownership plan (15,743) (16,175)
____________ ____________
TOTAL PREFERRED SHAREHOLDERS' EQUITY 3,908 3,573
____________ ____________
COMMON SHAREHOLDERS' EQUITY
Common stock, $1 par value, shares authorized
30,000,000; outstanding 5,568,029
and 5,467,840 5,568 5,468
Additional paid-in capital 4,626 3,386
Retained earnings 47,218 43,997
Translation adjustment 577 286
Notes receivable-common stock
96,807 and 99,116 shares (1,276) (1,319)
Unearned deferred compensation under
employee stock ownership plan (523) (698)
____________ ____________
TOTAL COMMON SHAREHOLDERS' EQUITY 56,190 51,120
____________ ____________
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $169,741 $156,455
____________ ____________
____________ ____________
</TABLE>
<TABLE>
KYSOR INDUSTRIAL CORPORATION
CONSOLIDATED STATEMENT OF CASH FLOWS
Six Months Ended June 30,
(Unaudited, amounts in thousands)
<CAPTION>
1994 1993
_____ _____
<S> <C> <C>
CASH FLOWS PROVIDED (USED) BY OPERATING ACTIVITIES:
Net income (loss) $5,098 ($2,746)
Adjustments to reconcile net income (loss) to
net cash provided (used) by operating activities:
Cumulative effect of change in accounting for
Postretirement Benefits (net of tax benefits) - 7,628
Depreciation and amortization 4,548 3,940
Provision for losses on accounts receivable 253 162
(Gain) Loss on sales of fixed assets (143) 6
Deferred compensation (ESOP) 607 606
Deferred income taxes (1,078) (1,100)
Changes in assets and liabilities providing
(consuming) cash:
Accounts receivable (8,628) (8,747)
Inventories (4,854) 2,173
Prepaid expenses (180) (350)
Accounts payable 3,813 2,564
Accrued expenses and contingent liabilities 2,385 5,295
Accrued income taxes payable (234) 971
Other long-term liabilities 210 622
_______ _______
NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES 1,797 11,024
_______ _______
CASH FLOWS PROVIDED (USED) BY INVESTING ACTIVITIES:
Additions to property and equipment (3,727) (5,322)
Proceeds from sales of property and equipment 399 138
Acquisitions, net of cash acquired (4,128) -
Decrease (Increase) in other long-term assets (358) (560)
Unrealized translation gain (loss) 291 (271)
_______ _______
NET CASH PROVIDED (USED) BY INVESTING ACTIVITIES (7,523) (6,015)
_______ _______
CASH FLOWS PROVIDED (USED) BY FINANCING ACTIVITIES:
Current borrowings 941 1,835
Principal payments against long-term debt (1,674) (185)
Proceeds from issuance of common stock 1,005 1,201
Common stock and preferred stock dividends paid (2,113) (1,871)
_______ _______
NET CASH PROVIDED (USED) BY FINANCING ACTIVITIES (1,841) 980
_______ _______
NET INCREASE (DECREASE) IN CASH AND EQUIVALENTS (7,567) 5,989
CASH AND EQUIVALENTS AT BEGINNING OF YEAR 21,339 6,913
_______ _______
CASH AND EQUIVALENTS AT END OF PERIOD $13,772 $12,902
_______ _______
_______ _______
The accompanying notes are an integral part of the financial statements.
</TABLE>
[FN]
Notes to the Financial Statements
(Amounts in thousands except per share data)
Note A - Basis of Presentation
The accompanying unaudited consolidated condensed financial statements have
been prepared in accordance with generally accepted accounting principles for
interim financial information and with the instructions to Form 10-Q and Rule
10-01 of Regulation S-X. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. In the opinion of management, all
adjustments (consisting of normal recurring accruals) considered necessary for
fair presentation have been included. For further information, refer to the
consolidated financial statements and footnotes included in the Company's
annual report on Form 10-K for the fiscal year ended December 31, 1993.
Note B - Change in Accounting for Postretirement Benefits
The company adopted the provisions of SFAS (Statement of Financial Accounting
Standards) 106 - Employers Accounting for Postretirement Benefits Other than
Pensions in the quarter ended March 31, 1993. The accumulated postretirement
benefit obligation booked as a one-time cumulative change in accounting
amounted to $12,063 less a deferred tax benefit of $4,435 which equated to
$1.35 per share.
/[FN]
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Shareholders
Kysor Industrial Corporation:
We have reviewed the accompanying consolidated balance sheet of
Kysor Industrial Corporation and Subsidiaries as of June 30,
1994, and the related consolidated statement of income for the
three-month and six-month periods ended June 30, 1994 and 1993
and the consolidated statement of cash flows for the six-month
periods ended June 30, 1994 and 1993. These financial
statements are the responsibility of the company's management.
We conducted our review in accordance with standards established
by the American Institute of Certified Public Accountants. A
review of interim financial information consists principally of
applying analytical procedures to financial data and making
inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit
conducted in accordance with generally accepted auditing
standards, the objective of which is the expression of an
opinion regarding the financial statements takes as a whole.
Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material
modifications that should be made to the accompanying financial
statements for them to be in conformity with generally accepted
accounting principles.
We have previously audited, in accordance with generally
accepted auditing standards, the consolidated balance sheet as
of December 31, 1993 and the related consolidated statements of
income, stockholders' equity and cash flows for the year then
ended (none of which are presented herein); and in our report
dated February 14, 1994 we expressed an unqualified opinion on
those consolidated financial statements.
Coopers & Lybrand L.L.P.
July 20, 1994
Item 2. Management s Discussion and Analysis of Financial
Condition and Results of Operations
Results of Operations
Kysor Industrial Corporation s sales and revenues for the second quarter of
1994 were $76.5 million, up 9% from the $69.9 million reported for the same
period in 1993. Net income for the second quarter of 1994 was $3.0 million
compared to $2.8 million equating to earnings per common share of $.48
for the second quarter of 1994 compared to $.45 earned during the second
quarter of 1993.
The Transportation Products Group net sales increased 16% to $38.5
million for the quarter compared to the $33.0 million reported in the same
period a year ago. Operating profit for the Transportation Products Group
increased 33% to $5.5 million from the $4.1 million reported during the
same period in 1993, reflecting a record pace for Class 8 truck builds and
Kysor s increased market penetration. Segment results for 1993 have been
restated to include the Kysor/Westran division which was previously
reported in the Commercial Products Group.
For the six-month period, sales and revenues were $146.8 million versus
$133.8 million last year. Income before the cumulative effect of the
accounting change for postretirement benefits, was $5.1 million compared
to $4.9 million for 1993, an increase of 4%. Earnings per share, before the
accounting change, were $.81 compared to $.78 reported last year.
The Commercial Products Group reported net sales of $37.6 million for the
quarter compared to $36.7 million reported for the same period a year ago.
Operating profit decreased to $2.4 million from the $3.9 million reported in
1993 reflecting the continued trimming of expansion plans by a major
customer and the negative impact of the cost of introducing model revisions
for new customers. Commercial Products Group segment results for 1993
have been restated to exclude the Kysor/Westran Division and 1994 results
include the addition of Kalt Manufacturing Co., which was acquired by Kysor
in February 1994.
In international operations, Kysor s commercial refrigeration operation in
Germany had higher sales, and operating losses were reduced by almost
30% compared to the same period last year. The European truck and off-
highway markets have also improved and sales and operating profits in that
division increased compared to last year due to new product introductions.
Backlogs as of July 1, 1994 were 30.8% above July 1, 1993 levels. The
Commercial Products Group backlog was up 33.0% and the Transportation
Products Group backlog was up 25.8% compared to the same period a year
ago.
<PAGE>
The Company is presently involved in certain environmental proceedings
with respect to soil and groundwater contamination in Cadillac, Michigan,
as described below under the heading Legal Proceedings and in Note 11,
Contingent Liabilities, to the Financial Statements included in the
Company s Annual Report on Form 10-K for the year ended December 31,
1993. In addition, as disclosed in Note 11, the Company is involved in
various other legal proceedings including certain proceedings involving
allegedly contaminated sites with respect to which the Company has been
named a potentially responsible party ( PRP ) under the Federal Superfund
law or comparable state laws. Although discovery in certain of these
proceedings has not been completed, subject to the contingencies
discussed below and in Note 11 to the Company s 1993 Annual Report,
management does not believe, based on the information presently available
to it, that the ultimate aggregate cost to the Company of such proceedings
will result in a material adverse effect on its future financial condition or
results of operations.
Liquidity and Capital Resources
At June 30, 1994, the Company had cash and cash equivalents of $13.8
million compared to $21.3 million at December 31, 1993. Cash provided by
operating activities was $1.8 million for the six-month period ended June 30,
1994 compared to $11.0 million for the same period in 1993, primarily due
to increases in inventory associated with the increased business activity in
both sales and backlogs.
Additions to property, plant and equipment for the six-month period ended
June 30, 1994 were $3.7 million compared to $5.3 million during the same
period in 1993. It is anticipated that capital expenditures will slightly
exceed depreciation and amortization for the current year. The acquisition of
Kalt Manufacturing Co. in February, 1994, was the greatest use of cash in
investing activities in 1994.
At June 30, 1994, the Company had no outstanding borrowings on its $20.0
million revolving line of credit.
PART II. OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
As previously reported in the Company s 1993 Annual Report on Form 10-
K filed with the Commission on March 30, 1994, the Company is involved
in an environmental proceeding with respect to a site in Cadillac, Michigan.
The description of such proceeding is set forth in Note 11, Contingent
Liabilities, to the Company s 1993 Financial Statements set forth in Part II,
Item 8 of the Company s Form 10-K filed with the Commission on March 30,
1994. In June, 1994, the U.S. EPA issued to the Company and other PRP s
a Special Notice of Liability concerning the performance of the remedial
action for the soil and ground water contamination in the Industrial Park.
The Special Notice of Liability requests that the PRP s perform the remedial
action and enter into negotiations with the U.S. EPA on a judicial Consent
Decree for the performance of that work. The Company intends to
participate in these negotiations, which are anticipated to continue until
October, 1994.
On July 3, 1991, the Michigan Attorney General and the Michigan
Department of Natural Resources ( MDNR ) filed a lawsuit against the
Company and various other parties in the United States Federal District
Court for the Western District of Michigan. The description of such
proceeding is set forth in Note 11, Contingent Liabilities, to the Company's
1993 Financial Statements set forth in Part II, Item 8 of the Company's
Form 10-K filed with the Commission on March 30, 1994. Since March 30,
1994, discovery in this lawsuit has been completed.
On December 31, 1991, General Electric filed a third-party claim against the
Company in the United States District Court for the Western District of
Michigan. The description of such proceeding is set forth in Part I, Item 3
of the Company s 1993 Annual Report on Form 10-K filed with the
Commission on March 30, 1994.
On December 4, 1992, Kysor was named as a defendant, together with
over 30 other parties, in an action commenced by the Township of
Oshtemo, the City of Kalamazoo, Kalamazoo County and The Upjohn
Company with respect to alleged contamination at the West KL Avenue
Landfill site located in Kalamazoo, Michigan. The litigation is presently
pending in the United States District Court for the Western District of
Michigan. The suit seeks cost recovery and contribution with respect to
funds allegedly expended or to be expended to investigate and/or
remediate certain contamination found at the site. Liability is alleged to be
joint and several against all named defendants. The Company is vigorously
defending against this lawsuit, and at this juncture the Company has not
engaged in any significant discovery in this suit.
On March 30, 1993, the Company received a notification from the MDNR
that it has been named as a PRP with respect to a site commonly referred
to as the SCA Independent Landfill Superfund Site, located in Muskegon
County, Michigan. The notice alleges that the Company, together with
numerous other parties, was an owner, generator or transporter of waste
materials deposited at the site. The PRP notice requests the Company and
the other named PRPs to conduct a Remedial Investigation/Feasibility
Study to determine the extent of contamination at the site, and seeks
recovery of investigative costs expended by the MDNR to date. No
significant discovery has taken place with respect to this matter. On
September 30, 1993, SC Holdings, Inc. signed the administrative Order By
Consent For Response Activity with MDNR. The remaining named PRPs
have negotiated with SC Holdings, Inc. to arrive at terms for an acceptable
Participation Agreement among the presently named PRPs.
The U.S. EPA has identified three past or present divisions of Kysor as de
minimis PRPs at the Term Chem Superfund Site in Muskegon, Michigan.
The Thermo Chem Site is the location of a former solvent recovery
business. Kysor and approximately 70 other companies agreed to conduct
a Remedial Investigation and Feasibility Study ( RI/FS ) at the Site. As part
of this effort, Kysor signed a Participation Agreement with the other
participating PRPs and signed an Administrative Order by Consent with
Region 5 of the U.S. EPA. Based upon the RI/FS completed by the
participating PRPs, the U.S. EPA has issued a Record of Decision that sets
forth the cleanup action selected by U.S. EPA for the Site. At the present
time no order has been entered which requires Kysor to participate in a
cleanup of the Site, and there has been no resolution of the exact
requirements or scope of any; cleanup. On June 9, 1994, the U.S. EPA
extended to Kysor and more than three hundred other de minimis parties
an offer to settle their alleged liability for contamination at the Site.
Kysor rejected the settlement offer.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY-
HOLDERS.
On April 29, 1994, Kysor held its 1994 Annual Meeting of Shareholders.
The purposes of the meeting were: to elect three directors for three-year
terms expiring in 1997; and to consider and ratify the appointment of
Coopers & Lybrand as independent auditors for the Company for the
current fiscal year.
Three candidates nominated by management were elected by the
shareholders to serve as directors of Kysor at the meeting. The following
sets forth the results of the voting with respect to each candidate:
Name of Candidate Shares Voted
George R. Kempton
For: 5,822,862
Authority
Withheld: 71,573
Broker Non-
votes: 0
Philip LeBoutillier, Jr.
For: 5,805,129
Authority
Withheld: 89,306
Broker Non-
votes: 0
Raymond A. Weigel
For: 5,810,577
Authority
Withheld: 83,858
Broker Non-
votes: 0
The shareholders voted to ratify the appointment of Coopers & Lybrand by
the Board of Directors as independent auditors of the Company for the
current fiscal year. The following sets forth the results of the voting with
respect to this matter:
Shares Voted
For: 5,743,164
Against: 98,076
Abstentions: 53,415
Broker Non-votes: 0
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) The following exhibits are filed as part of this report.
11 Statement Regarding Computation of Earnings Per
Share
15 Letter from Coopers & Lybrand regarding unaudited
Financial Statements
(b) There were no reports on Form 8-K filed by the registrant
during the six months ended June 30, 1994.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf
by undersigned thereunto duly authorized.
Date: August 15, 1994
By Terry M. Murphy
Vice President,
Chief Financial Officer (principal financial officer and duly
authorized signatory for registrant)
Date: August 15, 1994
By: Robert L. Joseph
Comptroller
(Chief Accounting Officer)
<TABLE>
KYSOR INDUSTRIAL CORPORATION AND SUBSIDIARIES
FINANCIAL INFORMATION BY SEGMENT
(Unaudited, amounts in thousands)
<CAPTION>
Quarter Ended Six Months Ended
June 30, June 30,
_____________________ _____________________
1994 1993 1994 1993
________ ________ ________ ________
<S> <C> <C> <C> <C>
Commercial Products
United States $32,949 $32,471 $66,146 $64,254
Europe 4,680 4,259 7,184 7,285
________ ________ ________ ________
Total Commercial Products 37,629 36,730 73,330 71,539
Transportation Products
United States 36,210 31,047 68,810 58,350
Europe 2,244 1,987 3,973 3,625
________ ________ ________ ________
Total Transportation Products 38,454 33,034 72,783 61,975
________ ________ ________ ________
NET SALES $76,083 $69,764 $146,113 $133,514
________ ________ ________ ________
________ ________ ________ ________
OPERATING PROFIT
Commercial Products
United States $2,639 $4,322 $5,652 $8,800
Europe (284) (402) (973) (1,025)
________ ________ ________ ________
Total Commercial Products 2,355 3,920 4,679 7,775
Transportation Products
United States 5,424 4,084 9,769 7,117
Europe 50 27 (31) (38)
________ ________ ________ ________
Total Transportation Products 5,474 4,111 9,738 7,079
________ ________ ________ ________
TOTAL OPERATING PROFIT 7,829 8,031 14,417 14,854
Corporate Administrative Expense (Net) (2,406) (2,770) (4,779) (5,277)
Interest Expense (502) (534) (1,040) (1,025)
________ ________ ________ ________
INCOME BEFORE INCOME TAXES $4,921 $4,727 $8,598 $8,552
________ ________ ________ ________
________ ________ ________ ________
</TABLE>
<TABLE>
EXHIBIT 11 - S-K Item 601 (b) (11)
KYSOR INDUSTRIAL CORPORATION AND SUBSIDIARIES
COMPUTATION OF CONSOLIDATED EARNINGS PER SHARE
<CAPTION>
Six Months
Ended
June 30,
1994 1993
---- ----
<S> <C> <C>
PRIMARY EARNINGS PER SHARE CALCULATION
Income before cumulative effect of accounting change $5,098,316 $4,882,509
Less dividends on preferred stock 789,878 792,193
Plus tax benefit from preferred dividends 300,000 293,000
---------- ----------
Earnings applicable to common stock before accounting change 4,608,438 4,383,316
Cumulative effect of change in accounting 0 (7,628,259)
---------- ----------
Earnings (Loss) applicable to common stock 4,608,438 (3,244,943)
========== ==========
Weighted average common shares outstanding 5,417,486 5,296,328
Dilutive effect assuming excercise of certain stock
options applying the treasury stock method based
on year to date average price 281,322 348,357
-------- --------
Weighted average common shares and common
equivalent shares outstanding 5,698,808 5,644,685
========= =========
Primary earnings (loss) per share
Income before accounting change $0.81 $0.78
Accounting change $0.00 ($1.35)
Net earnings (loss) $0.81 ($0.57)
======== ========
FULLY DILUTED EARNINGS PER SHARE CALCULATION
A.
Weighted average common shares outstanding 5,417,486 5,296,328
Dilutive effect assuming excercise of certain stock
options applying the treasury stock method based on
the greater of year to date average or end of period price 304,216 348,357
-------- --------
Weighted average common shares and common
equivalent shares outstanding 5,721,702 5,644,685
======== ========
Fully diluted earnings (loss) per share (A)
Income before accounting change $0.81 $0.78
Accounting change $0.00 ($1.35)
Net earnings (loss) $0.81 ($0.57)
======== ========
B.
Assuming preferred stock converted to common
Vested Preferred shares issued 160,325 131,277
Non-vested Preferred shares issued 645,856 681,319
---------- ----------
Total Preferred shares issued 806,181 812,597
Vested Preferred shares issued 160,325 131,277
Guaranteed floor price for involuntary conversions $24.375 $24.375
---------- ----------
Subtotal $3,907,918 $3,199,885
The lower of year to date average or end of period common
stock price $16.9150 $16.5000
-------- --------
Required common shares to be issued assuming involuntary
conversion of vested shares at guaranteed floor price 231,033 193,932
Required common shares to be issued assuming voluntary
conversion of non-vested shares on one-for-one basis 645,856 681,319
Weighted average common shares and common
equivalent shares outstanding for fully diluted Part A. 5,721,702 5,644,685
---------- ----------
Weighted average common shares and common
equivalent shares outstanding for fully diluted Part B. 6,598,591 6,519,937
========== ==========
Income before cumulative effect of accounting change $5,098,316 $4,882,509
Additional ESOP expense presently funded by preferred dividend (789,878) (792,193)
Plus tax benefit on additional ESOP expense 38,581 33,441
Common stock dividends to reduce ESOP expense 219,000 184,000
-------- --------
Adjusted Income before cumulative effect of accounting change $4,566,019 $4,307,757
========= =========
Fully diluted earnings (loss) per share (B)
Income before accounting change $0.69 $0.66
Accounting change $0.00 ($1.35)
Net earnings (loss) $0.69 ($0.69)
======== ========
Fully diluted earnings (loss) per share (Lower of (A) or (B)) $0.69 ($0.69)
======== ========
</TABLE>
Exhibit 15
To the Board of Directors and Shareholders
Kysor Industrial Corporation:
Re: Kysor Industrial Corporation Registration Statement Nos.
2-67607, 2-86346,
2-99855, 33-18438, 33-30463, 33-27360, 33-59412 and 33-71758 on
Form S-8
We are aware that our report dated July 20, 1994 on our review
of interim financial information of Kysor Industrial Corporation
and Subsidiaries for the periods ended June 30, 1994 and 1993
and included in the Company's quarterly report on Form 10-Q for
the quarters then ended are incorporated by reference in these
registration statements. Pursuant to Rule 436(c) under the
Securities Act of 1993, this report should not be considered a
part of the registration statements prepared or certified by us
within the meaning of Sections 7 and 11 of that Act.
Coopers & Lybrand L.L.P.
July 20, 1994
