UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
GENERAL SIGNAL CORPORATION
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report February 4, 1994
(Date of earliest event reported)
GENERAL SIGNAL CORPORATION
(exact name of registrant as specified in its charter)
NEW YORK
(State or other jurisdiction of incorporation)
1-996 16-0445660
(Commission File Number) (IRS Employer
Identification Number)
P.O. Box 10010
HIGH RIDGE PARK, STAMFORD, CONNECTICUT 06904
(Address of principal executive offices) (Zip Code)
(203) 357-8800
(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS
The company announced its earnings for the quarter and year ended
December 31, 1993 on February 3, 1994. Unaudited statements of earnings,
sector highlights and balance sheet are attached.
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GENERAL SIGNAL CORPORATION
CONSOLIDATED STATEMENT OF EARNINGS
(Unaudited)
(In thousands except per-share data)
Three Months Ended
December 31,
1993 1992
Net sales $ 393,769 $ 392,381
Cost of sales 285,094 (1) 276,760
Selling, general and administrative
expenses 79,117 78,887
Transaction and consolidation charges 13,200 (2) --
Dispositions of business and
restructuring:
Prior dispositions 19,60 (3) --
Semiconductor (10,600)(1) 85,600
Total operating costs and expenses 386,411 441,247
Operating earnings (loss) 7,358 (48,866)
Interest expense, net (2,862) (5,685)
Earnings (loss) from continuing
operations before income taxes 4,496 (54,551)
Income taxes (362)(4) (17,410)
Earnings (loss) before extraordinary
charge 4,858 (37,141)
Extraordinary charge, net of taxes -- (330)
Net earnings (loss) $ 4,858 $ (37,471)
Earnings (loss) per share of common stock:
Continuing operations $ 0.10 $ (0.88)
Extraordinary charge -- (0.01)
Net earnings (loss) $ 0.10 $ (0.89)
Average common shares outstanding 47,285 42,033
(1) During the fourth quarter of 1993, the company identified $10.6 million
of excess reserves relating to the disposition of the semiconductor
equipment operations (SEO) as a result of higher proceeds from the sale of
units and lower severance costs. Also during the fourth quarter, $10.5
million was provided in cost of sales to reflect the results of our
continuing review of world-wide assets to identify any permanent declines
in their value as a result of manufacturing productivity improvements and
refinements in the strategic direction of our business units.
(2) Provided for transaction and consolidation charges related to the
acquisition of Revco Scientific, Inc. Prior periods presented were
restated for Revco, which was accounted for as a pooling of interests.
(3) Provided primarily for valuation of assets and liabilities and other
matters related to the company's previously divested operations.
(4) During the fourth quarter of 1993, the audit of the company's
consolidated federal income returns for the years 1989-90 was concluded.
The company subsequently determined that certain tax reserves were no
longer required and recognized the related benefit.
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GENERAL SIGNAL CORPORATION
CONSOLIDATED STATEMENT OF EARNINGS
(Unaudited)
(In thousands except per-share data)
Year Ended
December 31,
1993 1992
Net sales $ 1,530,006 $ 1,674,205
Cost of sales 1,100,590 (1) 1,205,622
Selling, general and administrative
expenses 308,370 339,818
Transaction and consolidation charges 13,200 (2) --
Dispositions of business and
restructuring:
Prior dispositions 19,600 (3) --
Semiconductor and restructuring (22,700)(1) 85,600
Total operating costs and expenses 1,419,060 1,631,040
Operating earnings 110,946 43,165
Interest expense, net (16,548) (24,379)
Earnings from continuing operations
before income taxes 94,398 18,786
Income taxes 27,802 (4) 6,321
Earnings before extraordinary charge and
cumulative effect of accounting changes 66,596 12,465
Extraordinary charge, net of taxes (6,576) (5) (330)
Cumulative effect of accounting changes (25,300) (6) (92,400)
Net earnings (loss) $ 34,720 $ (80,265)
Earnings (loss) per share of common stock:
Continuing operations $ 1.47 $ 0.30
Extraordinary charge (0.14) (0.01)
Cumulative effect of
accounting changes (0.56) (2.21)
Net earnings (loss) $ 0.77 $ (1.92)
Average common shares outstanding 45,205 41,753
(1) During the year, the company identified $53.2 million of excess
reserves relating to the disposition of SEO, and provided $30.5 million
for restructuring the continuing operations of the company. As a result,
$22.7 million of excess SEO reserves were returned to operating income.
Also during the year, $22.5 million was provided in cost of sales for
valuation of world-wide assets.
(2) Provided for transaction and consolidation charges primarily related
to the acquisition of Revco Scientific, Inc. Prior periods presented were
restated for Revco, which was accounted for as a pooling of interests.
(3) Provided primarily for valuation of assets and liabilities and other
matters related to the company's previously divested operations.
(4) During the fourth quarter of 1993, the audit of the company's
consolidated federal income returns for the years 1989-90 was concluded.
The company subsequently determined that certain tax reserves were no
longer required and recognized the related benefit. Exclusive of this
benefit, the effective tax rate for the year was 33.5 percent.
(5) Results from early extinguishment of debt.
(6) Adoption of SFAS no. 112, "Employers' Accounting for Postemployment
Benefits".
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GENERAL SIGNAL CORPORATION
SECTOR PERFORMANCE
(Unaudited)
(In thousands)
Three Months Ended December 31,
1993 1992
NET SALES
Process Controls $ 181,800 $ 183,500
Electrical Controls 144,000 142,200
Industrial Technology 68,000 66,700
Dispositions and restructurings -- --
$ 393,800 $ 392,400
OPERATING EARNINGS:
Process Controls $ 9,100 (1) $ 18,000
Electrical Controls 11,500 11,000
Industrial Technology 12,400 12,300
Special charges (13,200)(2) --
Dispositions of businesses and
restructuring (9,000)(3) (85,600)
Total operating earnings before
unallocated expenses, equity
income and interest $ 10,800 $ (44,300)
Year Ended December 31,
1993 1992
NET SALES
Process Controls $ 721,600 $ 739,000
Electrical Controls 547,100 567,500
Industrial Technology 261,300 232,800
Dispositions and restructuring -- 134,900
$1,530,000 $1,674,200
OPERATING EARNINGS:
Process Controls $ 52,300(1) $ 69,800
Electrical Controls 35,700(1) 43,200
Industrial Technology 44,800 32,900
Special charges (13,200)(2) (7,400)
Dispositions of businesses and
restructuring 3,100 (3) (85,600)
Total operating earnings before
unallocated expenses, equity
income and interest $ 122,700 $ 52,900
(1) 1993 results include charges of $22.5 million ($18.5 million for
Process Controls and $4.0 million for Electrical Controls) of which $10.5
million was incurred in Process Controls during the fourth quarter.
(2) Provided for costs associated with the Revco Scientific, Inc.
acquisition. Prior periods presented have been restated for Revco, which
was accounted for as a pooling of interests.
(3) Fourth quarter results include a charge of $19.6 million related to
previously divested businesses and income of $10.6 million from the
identification of excess SEO reserves. 1993 results include charges of
$30.5 million for restructuring ($24.0 million for Process Controls and
$6.5 million for Electrical Controls), $19.6 million for previously
divested businesses and $53.2 million of income related to the reversal of
excess SEO reserves.
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GENERAL SIGNAL CORPORATION
CONSOLIDATED BALANCE SHEET
(Unaudited)
(In thousands)
December 31, December 31,
1993 1992 (1)
ASSETS
Current assets:
Cash and cash equivalents $ 1,253 $ 16,455
Accounts receivable 255,534 258,608
Inventories 196,286 205,883
Prepaid expenses and other
current assets 55,482 57,965
Assets held for sale at estimated
realizable value 25,675 91,069
Deferred income taxes 60,315 63,660
594,545 693,640
Property, plant and equipment 263,353 246,858
Intangibles 184,240 181,190
Other assets 134,314 107,186
Deferred and refundable income taxes 48,389 29,554
$1,224,841 $1,258,428
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Short term borrowings and current
maturities of long-term debt $ 9,334 $ 13,759
Accounts payable 131,300 130,672
Accrued expenses 177,829 180,344
Income taxes 7,385 21,067
325,848 345,842
Long-term debt less current maturities 191,382 367,654
Accrued postretirement benefits 147,765 152,500
Other liabilities 34,660 17,583
Shareholders' equity 525,186 374,849
$1,224,841 $1,258,428
(1) Restated for the acquisition of Revco, which was accounted
for as a pooling of interests.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
GENERAL SIGNAL CORPORATION
/s/ Terry J. Mortimer
Terry J. Mortimer
Vice President and Controller
Chief Accounting Officer
February 4, 1994
