UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of the Securities Exchange
Act of 1934
Date of Report (Date of earliest event reported) October 31, 1997
INGERSOLL-RAND COMPANY
(Exact name of registrant as specified in its charter)
New Jersey 1-985 13-5156640
(State of incorporation) (Commission (I.R.S. Employer
File Number) Identification
No.)
Woodcliff Lake, New Jersey 07675
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (201) 573-0123
INGERSOLL-RAND COMPANY
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
The following financial statements and reports are hereby
filed as an amendment to the Form 8-K filed on November
5, 1997 and are hereby included as part of that report:
8.) Unaudited Combined Balance Sheet of Thermo King at June
30, 1997 and the unaudited Combined Statements of Income
and Cash Flows for the six months ended June 30, 1997.
9.) Reports of Other Independent Accountants.
THERMO KING
Financial Statements
As of June 30, 1997 and
for the period ended June 30, 1997
(unaudited)
THERMO KING
COMBINED STATEMENT OF INCOME
(in thousands)
Six Months Ended
June 30, 1997
(unaudited)
Revenues $ 506,323
Cost of goods sold (note 1) (355,772)
Marketing, administration and
general expenses (note 1) (53,777)
Operating profit 96,774
Other income, net 1,335
Interest expense (539)
Income before income taxes and
minority interest in income of
consolidated subsidiaries 97,570
Income tax expense (19,319)
Minority interest in income of
consolidated subsidiaries (1,024)
Net income $ 77,227
THERMO KING
COMBINED BALANCE SHEET
(in thousands)
June 30, 1997
(unaudited)
ASSETS:
Cash and cash equivalents $ 5,468
Customer receivables, net of
allowance of $1,367 154,935
Inventories (note 2) 120,054
Deferred income taxes 7,477
Prepaid and other current assets 9,126
Total current assets 297,060
Plant and equipment, net (note 3) 97,206
Intangible and other noncurrent assets (note 4) 26,845
Total assets $ 421,111
LIABILITIES AND INVESTED EQUITY:
Accounts payable $ 70,885
Short-term debt 8,696
Current maturities of long-term debt 226
Progress payments from customers 1,375
Product warranty 25,566
Other current liabilities (note 5) 62,642
Total current liabilities 169,390
Long-term debt 1,664
Employee benefit obligations (note 1) 48,475
Other noncurrent liabilities 1,933
Total liabilities 221,462
Commitments and contingencies (note 7)
Minority interest in equity of
consolidated subsidiaries 2,997
Invested equity (note 6):
Minimum pension liability adjustment
(note 1) (7,293)
Cumulative foreign currency translation
adjustments 7,974
Invested equity 195,971
Total invested equity 196,652
Total liabilities and investment equity $ 421,111
THERMO KING
COMBINED STATEMENT OF CASH FLOWS
(in thousands)
Six Months Ended
June 30, 1997
(unaudited)
Cash flows from operating activities:
Net income $ 77,227
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 7,912
Changes in assets and liabilities:
Customer receivables (20,661)
Inventories (1,877)
Accounts payable 327
Product warranty (683)
Pension liability 4,157
Deferred income taxes 79
Other assets and liabilities 1,411
Cash provided by operating activities 67,892
Cash flows from investing activities:
Capital expenditures (9,327)
Cash used by investing activities (9,327)
Cash flows from financing activities:
Net increase in short-term debt 2,238
Repayments of long-term debt (273)
Disbursements to parent company, net of
direct charges and allocations (58,359)
Cash used by financing activities (56,394)
Increase in cash and cash equivalents 2,171
Cash and cash equivalents at beginning of period 3,297
Cash and cash equivalents at end of period $ 5,468
Supplemental disclosure of cash flow information:
Interest paid $ 413
THERMO KING
NOTES TO FINANCIAL STATEMENTS
NOTE 1: BASIS OF PRESENTATION
Thermo King (the Company), a unit of Westinghouse Electric
Corporation (Westinghouse), designs, manufactures and distributes
a broad line of transport temperature control equipment,
including units and associated service parts for trucks,
trailers, seagoing containers, buses and rail cars.
The combined financial statements of the Company include the
accounts of Thermo King Corporation (an indirect wholly owned
subsidiary of Westinghouse) and certain other Westinghouse
affiliates. Unless otherwise indicated all dollar amounts in
these financial statements are presented in thousands. All
material intercompany accounts and transactions have been
eliminated in combination.
When reading the financial information contained in these interim
financial statements, reference should be made to the financial
statements and notes contained in the Company's financial
statements for the year ended December 31, 1996.
Historically, the results of the Company's domestic operations
have been included in the consolidated United States income tax
return of Westinghouse. The results of the Company's foreign
operations have been reported in their respective taxing
jurisdiction along with the operations of other Westinghouse
affiliates. The income tax-related information in these
financial statements is presented as if the Company had not been
eligible to be included in the consolidated tax returns of
Westinghouse or other affiliates (i.e. the Company on a stand-
alone basis). The recognition and measurement of income tax
expense and deferred income taxes requires certain assumptions,
allocations and significant estimates, which management believes
are reasonable to measure the tax consequences as if the Company
were a stand-alone taxpayer. The Company's undistributed foreign
earnings are deemed to be permanently reinvested and, therefore,
no deferred taxes have been recognized. The Company's income tax
expense is determined in accordance with the asset and liability
method of accounting for income taxes.
For purposes of these financial statements, any current income
tax liabilities are considered to have been paid by Westinghouse
and are recorded through the invested equity account with
Westinghouse.
The Company is charged directly for the cost of certain services
that Westinghouse provides to its business units and
subsidiaries. These services can include information systems
support and certain accounting functions, such as transaction
processing, legal services, environmental affairs and human
resources. Westinghouse centrally develops, negotiates, and
administers the Company's insurance programs. The insurance
includes broad all-risk coverage for real and personal property
and third-party liability coverage, employer's liability
coverage, automobile liability, general product liability, and
other standard liability coverage. Westinghouse also maintains a
program of self-insurance for workers' compensation in the U.S.
Westinghouse charges its business units for all of the centrally
administered insurance programs based in part on claims history.
Specific liabilities for general and product liability,
automobile and workers' compensation claims are included in the
Company's financial statements.
All of the charges for the corporate services described above are
based on costs which directly relate to the Company or on a pro
rata portion of Westinghouse's total costs of the services
provided, on a basis that management believes is reasonable.
However, management believes it is possible that the costs of
these transactions may differ from those that would result from
transactions among unrelated parties. For the six months ended
June 30, 1997, charges for such services were approximately
$9,479.
Westinghouse does not charge its divisions for the carrying costs
related to its investment in such units (invested equity).
Therefore, the Company's results of operations for each of the
periods presented do not include any allocated interest charges
from Westinghouse, and no portion of Westinghouse's debt is
specifically related to the operations of the Company.
Employees of the Company also participate in various Westinghouse-
sponsored employee benefit plans. As of June 30, 1997, the
Company's minimum pension liability for certain non-Thermo King
employees located in Puerto Rico was transferred to Westinghouse.
This transfer reduced the Company's employee benefit obligation
and noncurrent deferred tax asset by $2,838 and $1,076,
respectively, and increased invested equity $1,762.
The preparation of 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, the disclosure of contingent assets
and liabilities at the date of the financial statements, and the
reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates. On an
on going basis, management reviews its estimates based on
currently available information. Changes in facts and
circumstances may result in revised estimates. In the opinion of
management, the combined financial statements include all
material adjustments necessary to present fairly the Company's
financial position, results of operations, and cash flows. Such
adjustments are of a normal recurring nature. The results for
this interim period are not necessarily indicative of results for
the entire year or any other interim period.
NOTE 2: INVENTORIES
Inventories June 30, 1997
(unaudited)
Raw materials $ 9,120
Work in process 61,222
Finished goods 49,540
119,882
Recoverable engineering and other 172
Inventories $ 120,054
NOTE 3: PLANT AND EQUIPMENT
Plant and Equipment June 30, 1997
(unaudited)
Land and buildings $ 38,484
Machinery and equipment 155,184
Construction in progress 18,397
Plant and equipment, at cost 212,065
Accumulated depreciation (114,859)
Plant and equipment, net $ 97,206
For the six months ended June 30, 1997, depreciation expense
totaled $6,999.
NOTE 4: INTANGIBLE AND OTHER NONCURRENT ASSETS
Intangible and Other Noncurrent Assets June 30, 1997
(unaudited)
Goodwill $ 15,159
Deferred tax assets 9,398
Other intangible assets 1,967
Other 321
Intangible and other noncurrent assets $ 26,845
Goodwill and other intangible assets are shown net of accumulated
amortization of $6,634 at June 30, 1997.
NOTE 5: OTHER CURRENT LIABILITIES
Other Current Liabilities June 30, 1997
(unaudited)
Accrued employee compensation $ 10,525
Accrued for employee benefit obligations 13,000
Accrued expenses 32,946
Other 6,171
Other current liabilities $ 62,642
NOTE 6: INVESTED EQUITY
Changes in Invested Equity June 30, 1997
(unaudited)
Balance at beginning of year $ 177,520
Net income 77,227
Minimum pension liability adjustment 6,443
Cumulative translation adjustment (6,179)
Disbursements to Westinghouse, net (58,359)
Balance at end of year $ 196,652
NOTE 7: COMMITMENTS AND CONTINGENCIES
The Company is involved in various litigation matters in the
ordinary course of business. In the opinion of management, the
ultimate resolution of such matters will not result in judgments
which, in the aggregate, would materially affect the Company's
financial position.
In the ordinary course of business standby letters of credit and
surety bonds are issued on behalf of the Company. At June 30,
1997, the Company had $7,133 outstanding under such obligations.
The Company sources all of the diesel engines that constitute a
significant component of its trailer and certain of its truck
products from two primary vendors in Japan. The products in
which these engines are used account for the majority of the
Company's sales. While the Company believes that it could locate
alternative sources for these components in the event that its
relationship with these suppliers were disrupted, the delays and
costs associated with such a change would have a short-term
adverse impact on the Company's operations. Historically, the
Company has entered into long-term agreements with these vendors
to attempt to ensure a reliable source of supply. At June 30,
1997, the Company had under such agreements commitments to
purchase $37,300 through December of 1997.
Report of Independent Accountants
To the Board of Directors and Shareholders of
Reftrans, S.A.
We have audited the accompanying balance sheets of Reftrans, S.A.
as of November 30, 1995 and 1994, and the related statements of
income and retained earnings and of cash flows for the years then
ended. These financial statements are the responsibility of the
Company'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 audit 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 financial statements audited by us, present
fairly, in all material respects, the financial position of
Reftrans, S.A. at November 30, 1995 and 1994, and the results of
its operations and its cash flows for the years then ended in
conformity with accounting principles generally accepted in the
United States of America.
/s/ Price Waterhouse
Barcelona, Spain
March 8, 1996
Report of Independent Accountants
on Financial Statements Filed With
Property Tax Return
In our opinion, the accompanying balance sheet and the related
statements of income and retained earnings and of cash flows
(stamped by us for identification purposes) present fairly, in
all material respects, the financial position of Westinghouse de
Puerto Rico, Inc. (a wholly-owned subsidiary of Westinghouse
Electric Corporation) at December 31, 1995, and the results of
its operations and its cash flows for the year then ended, in
conformity with generally accepted accounting principles. These
financial statements are the responsibility of the Company's
management; our responsibility is to express an opinion on these
financial statements based on our audit. We conducted our audit
of these statements in accordance with generally accepted
auditing standards which require that we plan and perform the
audit 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 statement, assessing the accounting
principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We
believe that our audit provides a reasonable basis for the
opinion expressed above.
As discussed in Note 2 to these financial statements, the parent
company adopted a comprehensive plan in December 1995 that
entails exiting certain non-strategic businesses which include
one division of Westinghouse de Puerto Rico, Inc. This operation
has been accounted for as discontinued operations. On March 1,
1996 the sale of this non-strategic operation was completed.
We certify that none of our partners is a stockholder or employee
of the above company.
/s/ Price Waterhouse
San Juan, Puerto Rico
March 15, 1996
Report of Independent Accountants
on Financial Statements Filed With
Property Tax Return
In our opinion, the accompanying balance sheet and the related
statements of income and retained earnings and of cash flows
(stamped by us for identification purposes) present fairly, in
all material respects, the financial position of Westinghouse de
Puerto Rico, Inc. (a wholly-owned subsidiary of Westinghouse
Electric Corporation) at December 31, 1994, and the results of
its operations and its cash flows for the year then ended, in
conformity with generally accepted accounting principles. These
financial statements are the responsibility of the Company's
management; our responsibility is to express an opinion on these
financial statements based on our audit. We conducted our audit
of these statements in accordance with generally accepted
auditing standards which require that we plan and perform the
audit 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 statement, assessing the accounting
principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We
believe that our audit provides a reasonable basis for the
opinion expressed above.
As discussed in Note 2 to these financial statements, the parent
company adopted a comprehensive plan in November 1992 that
entails exiting certain non-strategic businesses which include
one division of Westinghouse de Puerto Rico, Inc. These
businesses have been accounted for as discontinued operations.
On January 31, 1994 the sale of this non-strategic operation was
completed.
We certify that none of our partners is a stockholder or employee
of the above company.
/s/ Price Waterhouse
San Juan, Puerto Rico
March 31, 1995
Auditors' Report
To the Shareholders of
Westinghouse Electric Ireland Limited
We have audited the accompanying consolidated balance sheets of
Westinghouse Electric Ireland Limited as of December 31, 1995 and
1994 and the related statements of income and cash flows, for
each of the two years in the period ended December 31, 1995, all
expressed in Irish Pounds, as set out on pages 6 to 18. These
financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with auditing standards
generally accepted in the United States. Those standards require
that we plan and perform the audit 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 financial statements audited by us present
fairly, in all material respects, the financial position of
Westinghouse Electric Ireland Limited at December 31, 1995 and
1994, and the results of their operations and cash flows for each
of the two years in the period ended December 31, 1995, in
conformity with accounting principles generally accepted in
Ireland.
/s/ Price Waterhouse
Limerick, Ireland
30 September 1996
Report of Independent Accountants
To The Shareholder of
Thermo King Czech Republic s.r.o.
We have audited the accompanying balance sheets of Thermo King
Czech Republic s.r.o. (a subsidiary of Westinghouse Electric
Corporation) as of 31 December 1995 and 1994, and the related
statements of income and accumulated losses and of cash flows for
the years then ended. These financial statements are the
responsibility of the Company'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 in the United States of America. Those
standards require that we plan and perform the audit 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 financial statements audited by us present
fairly, in all material respects the financial position of Thermo
King Czech Republic, s.r.o. at 31 December 1995 and 1994, and the
results of its operations and its cash flows for the years then
ended in conformity with accounting principles generally accepted
in the United States of America.
As discussed in Note 3 to the financial statements, the Company
changed its method of accounting for inventories in 1994.
/s/ Price Waterhouse
Prague, Czech Republic
30 May 1996
Report of Independent Accountants
To the Directors and Owners of
Thermo King Dalian Transport Refrigeration Company Limited
We have audited the accompanying balance sheets of Thermo King
Dalian Transport Refrigeration Company Limited ("Thermo King
(China)") as of December 31, 1995 and the related statements of
income and changes in financial position for the year ended
December 31, 1995, all expressed in Renminbi. These financial
statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial
statements based on our audits. The financial statements of the
Company for the year ended December 31, 1994 were audited by
other independent accountants whose report dated March 10, 1995
expressed an unqualified opinion on those statements.
We conducted our audits in accordance with auditing standards
generally accepted in the United States. Those standards require
that we plan and perform the audit 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 financial statements audited by us present
fairly, in all material respects, the financial position of
Thermo King (China) at December 31, 1995, and the results of its
operations and changes in financial position for the year then
ended, in conformity with accounting principles generally
accepted in People's Republic of China.
/s/ Price Waterhouse Da Hua
Certified Public Accountants
China March 14, 1996
Report of Independent Accountants
To the Board of Directors and
Shareholders of Petter Refrigeration Limited
We have audited the balance sheet of Petter Refrigeration Limited
of December 31, 1994, and the related statement of income, cash
flows and changes in shareowners' equity, for the year ended
December 31, 1994, all expressed sterling. These financial
statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial
statements based on our audit.
We conducted our audits in accordance with auditing standards
generally accepted in the United States. Those standards require
that we plan and perform the audit 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 audit provides a reasonable basis for our
opinion.
In our opinion, the statements audited by us present fairly, in
all material respects, the financial position of Petter
Refrigeration Limited, at December 31, 1994, and the results of
its operations and cash flows for the year ended December 31,
1994, in conformity with accounting principles generally accepted
in the United Kingdom.
/s/ Price Waterhouse
Chartered Accountants
and Registered Auditors
Southampton
England
12 May 1995
INGERSOLL-RAND COMPANY
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.
INGERSOLL-RAND COMPANY
(Registrant)
Date November 6, 1997 /S/ Gerard V. Geraghty
Gerard V. Geraghty
Vice President and Comptroller
(Principal Financial and
Accounting Officer)
