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)
February 28, 1994
PENTAIR, INC.
(Exact name of Registrant as specified in its Charter)
MINNESOTA 0-4689 41-0907434
(State or other (Commission (IRS Employer
Jurisdiction of File Number) Identification
Incorporation) Number)
1500 County Road B2 West Suite 400
St. Paul, Minnesota 55113
(Address of Principal Executive Offices) (Zip Code)
612-636-7920
(Registrant's Telephone Number, Including Area Code)
Not applicable
(Former name or former address, if changed since last report)
The undersigned Registrant hereby amends the following items,
financial statements, exhibits, or other portions of its Current
Report on Form 8-K filed March 14, 1994, as set forth in the
pages attached hereto:
(List all such items, financial statements, exhibits or other
portions amended)
Item 7 - Financial Statements and Exhibits
<PAGE>
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 hereunto duly authorized.
PENTAIR, INC
By: David D. Harrison
Senior Vice President,
Chief Financial Officer
Dated: May 13, 1994
<PAGE>
Item 7. Financial Statements and Exhibits.
The information supplied under this item is supplemented by
the following:
a. Financial Statements of Business Acquired (Schroff GmbH):
1. Audited consolidated balance sheet as of December
31, 1993.
2. Audited consolidated income statement for the year
ended December 31, 1993.
3. Notes to the consolidated financial statements.
4. Auditors' Certificate
b. Pro Forma Financial Information:
1. Unaudited pro forma combined condensed income
statement for the year ended December 31, 1993.
2. Unaudited pro forma combined condensed balance sheet
as of December 31, 1993.
3. Notes to unaudited pro forma combined condensed
financial statements.
<PAGE>
Item 7a.
Financial Statements of Business Acquired (Schroff GmbH):
SCHROFF GMBH
EXTRACT OF THE
CONSOLIDATED FINANCIAL STATEMENTS
for the year ended
December 31, 1993
<PAGE>
CONSOLIDATED BALANCE SHEET OF SCHROFF GMBH
(DM in millions)
<TABLE>
<CAPTION>
Assets
31.12.1993
<S> <C>
Fixed Assets
Intangible assets 41.8
Tangible assets 78.8
Financial assets 5.6
126.2
Current assets
Inventories 32.2
Trade receivables 35.7
Other receivables and
miscellaneous assets 8.5
Miscellaneous securities 4.9
Liquid assets 13.6
94.9
Prepaid expense and deferred
charges 1.0
TOTAL 222.1
</TABLE>
Equity and liabilities
<TABLE>
<CAPTION>
31.12.1993
<S> <C>
Equity
Subscribed capital 40.0
Capital reserve 51.9
Unappropriated profit/
Accumulated loss (1.8)
90.1
Special items with an
equity portion 6.3
Accruals
Accruals for pensions and
similar obligations 34.2
Other accruals 12.3
46.5
Liabilities
Bank Borrowings 12.5
Liabilities to
affiliated companies 48.2
Other liabilities 18.5
79.2
TOTAL 222.1
</TABLE>
<PAGE>
CONSOLIDATED INCOME STATEMENT OF SCHROFF GMBH
(DM in millions)
<TABLE>
<CAPTION>
1993
<S> <C>
Sales 251.2
Change in inventories and
company-produced additions
to fixed assets 1.0
Other operating income 3.6
Materials expense (76.6)
Personnel expense (97.6)
Depreciation of intangible
and tangible assets (17.2)
Other operating expense (43.4)
Net interest expense (3.1)
RESULT FROM ORDINARY ACTIVITIES 17.9
Taxes on income (4.6)
Other taxes (2.0)
Contractually agreed
profit transfer (25.6)
NET LOSS/INCOME FOR THE YEAR (14.3)
</TABLE>
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Accounting and valuation methods
The consolidated financial statements have been prepared
using in principle the accounting and valuation methods applied
by Schroff GmbH.
To improve the clarity of presentation, items in the balance
sheet and income statement are combined. They are stated
separately in the Notes.
Where the financial statements of the consolidated foreign
subsidiary companies under local legislation deviate from the
uniform methods, the assets, equity and liabilities concerned
are revalued for inclusion in the consolidated accounts. This
also leads to an adjustment of the income statements, with
corresponding effect on results for the year.
In detail, the following valuation principles are applied:
Intangible assets: purchase cost required to be capitalized
under tax law less scheduled and exceptional depreciation.
Rapid economic consumption is reflected in the determination
of service life. The derivative goodwill capitalized at Schroff
GmbH is amortized in line with tax provisions.
Tangible assets: purchase or manufacturing cost required to
be capitalized under tax law less scheduled and exceptional
depreciation.
Depreciation methods;
- - - buildings in Germany by the declining-balance method in
diminishing rates, straight-line method for foreign companies,
- - - plant and equipment in Germany and Europe by the declining-
balance method at the highest rates permissible under tax law,
- - - changeover from the declining-balance to the straight-line
method as soon as the latter leads to higher depreciation,
- - - outside Europe the straight-line method of depreciation is
applied.
Opportunities for higher depreciation under tax provisions are
used. Items with a purchase cost of up to DM800 are written
down to zero in the year of purchase. Exceptional depreciation
is charged on tangible assets of expired or diminished
serviceability.
The differences between the depreciation necessary under
commercial law - calculated in the case of scheduled
depreciation by the straight-line method - and the higher
depreciation permissible under tax law are taken as fixed-asset
value adjustments under tax law to special items with an equity
portion. These are released during the service life of the
respective tangible assets.
For shares in affiliated companies the application of the equity
method under Art. 311 para. 2 of the Commercial Code (HGB)
is dispensed with. They are valued at purchase cost.
Loans: nominal value less any required discounting and
writedowns for loss in value.
Inventories: highest purchase or manufacturing cost required
to be capitalized under tax law.
Inventory risks inherent in materials, supplies, merchandise
and finished products as a result of slow inventory
turnover, reduced utility, lower reproduction costs or lower
replacement or selling prices are taken into account.
Apart from order-related direct costs, product
manufacturing cost includes proportional manufacturing
overheads. If the sales revenue of an order fails to cover
the amount capitalized plus all costs still to be expected,
the excess amount is deducted from capitalized cost. If
the excess amount is higher than the capitalized cost an
accrual is set up in the appropriate amount. This ensures
that all inventories are valued without incurring a loss.
For Schroff GmbH an additional downward revaluation was
formed in financial statements II (Handelsbilanz II).
Receivables and miscellaneous assets: purchase cost (nominal
values) less appropriate adjustments for all recognizable risks
and financing costs. A global allowance is deducted for
general risks on receivables. Non-interest-bearing receivables
due after more than one year are discounted to their present
value.
Differences between issue amount and higher repayment
amount of loans are stated as assets under prepaid expense
and deferred charges and written down to schedule over the
respective term of the loan.
Accruals for pension: calculated according to actuarial
principles under Art. 6a of the Income Tax Law (EstG), applying
a discount rate of 6% p.a.
Receivables and liabilities in foreign currency: original
exchange rate or less favourable rate prevailing on the balance
sheet date if they have not been hedged.
The consolidated group
The parent company Schroff GmbH and four foreign
subsidiaries are included in the consolidated accounts.
Not included are three foreign subsidiaries which are not
material for presenting a true and fair view or are dormant (Art.
296 para. 2, Commercial Code).
The consolidated group remains unchanged against the
previous year.
Consolidation principles
In consolidating subsidiaries the revaluation method specified
under Art. 301 para. 1 No. 2, Commercial Code, is applied.
The differences arising from capital consolidation are netted
with equity.
Receivables and liabilities between consolidated companies are
eliminated. Sales revenue and other income from supplies and
services between companies included in the consolidated
financial statements are netted with related expense, to the
extent that they are not to be stated as company-produced
additions to fixed assets. Inter-company results are eliminated.
Currency translation
In translating the balance sheets of foreign subsidiaries into
DM, the rate of exchange on the balance-sheet date is used.
Differences were taken to equity.
In the income statements, deprecation, taxes on income and
net income/loss for the year are translated at the rates
prevailing on the balance sheet date, all other expense and
income at average rates for the year. The balance arising from
using different exchange rates is allocated to other operating
income or other operating expense.
<PAGE>
CONSOLIDATED BALANCE SHEET
(Figures in DM millions)
<TABLE>
Tangible and Intangible assets
The development of fixed assets is shown in the following fixed asset schedule:
<CAPTION>
Purchases/Manufacturing cost Depreciation
in Book Value
1.1.1993 Additions1 Retire- accumu- fiscal 31.12.1993
ments lated year
<S> <C> <C> <C> <C> <C> <C>
Industrial property rights
and similar rights 1.6 0.6 0.5 1.0 0.3 0.7
Goodwill 56.0 0.0 0.0 14.9 3.7 41.1
Payments on account 0.0 0.0 0.0 0.0 0.0 0.0
Intangible assets 57.6 0.6 0.5 15.9 4.0 41.8
Land, land rights and
buildings including buildings
on third-party land 58.1 2.5 0.0 6.6 1.6 54.0
Technical equipment
and machines 43.2 5.0 0.1 34.6 6.3 13.5
Other equipment, factory and
office equipment 32.6 4.3 0.7 24.9 5.3 11.3
Tangible assets 133.9 11.8 0.8 66.1 13.2 78.8
Shares in affiliated companies 2.0 0.0 0.0 0.0 0.0 2.0
Loans to affiliated companies 1.5 0.0 0.0 0.0 0.0 1.5
Marketable securities
classified as fixed assets 0.0 0.0 0.0 0.0 0.0 0.0
Other loans 2.0 0.5 0.3 0.1 0.0 2.1
Financial assets 5.5 0.5 0.3 0.1 0.0 5.6
Total 197.0 12.9 1.6 82.1 17.2 126.2
</TABLE>
1) including
translation differences in the fiscal year
<TABLE>
<CAPTION>
Accumulated
Additions Depreciation
<S> <C> <C>
Intangible assets 0.0 0.0
Tangible assets 3.7 1.1
Financial assets 0.1 0.0
</TABLE>
The translation differences arising from using the rates prevailing on the
balance-sheet date are taken to additions.
Financial assets
Shares in affiliated companies comprise investments in
non-consolidated subsidiaries.
Inventories
<TABLE>
<CAPTION>
31.12.1993
<S> <C>
Materials and supplies 8.7
Work in process 5.9
Finished products and merchandise 17.7
Other (0.1)
32.2
</TABLE>
Other receivables and miscellaneous assets
<TABLE>
<CAPTION>
31.12.1993
<S> <C>
Receivables from
affiliated companies 5.6
Miscellaneous assets 2.9
8.5
</TABLE>
Maturities
Receivables and miscellaneous assets are due after one year and more;
DM 0.6 million at 31.12.1993.
Receivables from affiliated companies mainly relate to trade receivables.
Liquid assets
Liquid assets include cheques, cash on hand, at Bundesbank, in postal
cheque accounts and in other banks.
Prepaid expense and deferred charges
Prepaid expense and deferred charges include prepaid interest on long-term debts
in the amount of DM 0.1 million.
Equity
The subscribed capital and capital reserve are posted in the consolidated
financial statements in the same amounts
as in the annual financial statements of Schroff GmbH.
The accumulated loss contains non-distributed and non-transferred profits and
profits carried forward of
consolidated subsidiaries, the result of the elimination of inter-company
results, differences from currency translation
the valuation difference between financial statements I (HGB I) and financial
statements II (HGB II) for Schroff GmbH.
Special items with an equity portion
Special items with an equity portion include value adjustments under tax law for
Schroff GmbH in accordance with
Articles 7, 7d of the income tax law (EstG) as well as value adjustments and
reserves formed by foreign subsidiaries
in accordance with local regulations. The value adjustments under tax law stem
from differences between the
higher depreciation effected under tax law and the depreciation required under
commercial law.
Other accruals
<TABLE>
<CAPTION>
31.12.1993
<S> <C>
Tax accruals 4.1
Miscellaneous accruals 8.2
12.3
</TABLE>
Tax accruals include accruals for deferred taxation in the amount of
DM 0.4 million.
Miscellaneous accruals cover all recognizable risks. They mainly relate to
guarantees and personnel costs.
Liabilities
Liabilities to affiliated companies:
The liabilities stem almost exclusively from financial transactions with the
parent company Fried. Krupp AG Hoesch-Krupp.
Other liabilities
<TABLE>
<CAPTION>
31.12.1993
<S> <C>
Trade payables 9.2
Miscellaneous liabilities 9.3
(of which taxes) (2.2)
(of which relating to
social security) (3.1)
18.5
</TABLE>
Security for liabilities:
Liabilities totalling DM 6.6 million are secured by mortgages.
Maturities
<TABLE>
<CAPTION>
Maturity on December 31, 1993
within 1 to 5 after
1 year years 5 years
<S> <C> <C> <C>
Bank borrowings 2.3 2.4 7.8
Liabilities to
affiliated companies 48.2 0.0 0.0
Trade payables 9.2 0.0 0.0
Other liabilities 9.3 0.0 0.0
69.0 2.4 7.8
</TABLE>
Contingent liabilities
<TABLE>
<CAPTION>
31.12.1993
<S> <C>
Issuance and transfer of bills 0.2
Guarantees 1.1
</TABLE>
Other financial commitments
Future payment commitments from long-term lease, rent and other contracts total
DM 24.2 million. The
commitments from orders placed under investment projects are within the normal
scope of business practice.
<PAGE>
CONSOLIDATED INCOME STATEMENT
(Figures in DM millions)
Change in inventories of products and company-produced additions to fixed assets
<TABLE>
<CAPTION>
1993
<S> <C>
Change in inventories of work in
process and finished products 0.4
Company-produced additions to
fixed assets 0.6
1.0
</TABLE>
Other operating income
Income from the release of special items with an equity portion amounted
to DM 0.9 million.
Materials expense
<TABLE>
<CAPTION>
1993
<S> <C>
Materials, supplies and merchandise 72.9
Purchased services 3.7
76.6
</TABLE>
Personnel expense
<TABLE>
<CAPTION>
1993
<S> <C>
Wages and salaries 78.9
Statutory social contributions and
expense for pensions and other benefits 18.7
(of which to pensions) (4.0)
97.6
</TABLE>
Workforce
Average workforce for the year:
<TABLE>
<CAPTION>
1993
<S> <C>
Wage earners 673
Salary earners 700
Apprentices 41
1,414
</TABLE>
Other operating expense
Allocations to special items with an equity portion are included in the amount
of DM 0.6 million.
Net interest expense
<TABLE>
<CAPTION>
1993
<S> <C>
Income from other financial assets 0.1
(of which from affiliated companies) (0.1)
Other interest and similar income 0.7
Interest and similar expense 3.9
(of which to affiliated companies) (2.6)
3.1
</TABLE>
<PAGE>
Other disclosure
Remuneration totalling DM 5,000 was paid to the members of the Supervisory
Board. Remuneration to the
members of the Management Board amounted to DM 760,000.
In the year under review the Supervisory Board comprised the following members:
Dr. Juergen Remmerbach, Dortmund Chairman
- Chairman of the management board (from 5.3.1993)
of Krupp Hoesch Verarbeitung GmbH
Dietrich Nowak, Bretten, Deputy Chairman
- Employee representative
- Chairman of works council of Schroff GmbH
Dipl. - Bw. Wolfgang Leese, Kamp-Lintfort (from 5.3.1993)
- Member of the management board of
Krupp Hoesch Verarbeitung GmbH
Dipl.Kfm. Dieter Schneider, Dortmund (until 1.3.1993)
- Member of the management board of
O&K Orenstein & Koppol AG
In the year under review the Management Board comprised the following members:
Benno Gengenbach, Engelsbrand
Dr. -Ing. Norbert Grosskurth, Bad Herrenalb
<PAGE>
Affiliated companies and other investments
<TABLE>
<CAPTION>
Share in
capital
in %
<S> <C>
Consolidated affiliated companies
Schroff S.A., Betschdorf, France 100
Schroff U.K. Ltd., Hemel Hempstead, UK 100
Schroff Inc., Warwick (Rhode Island), USA 100
Schroff K.K., Yokohama, Japan 100
Non-consolidated affiliated companies under
Art. 296 para. 2 Commercial Code (HGB)
Schroff Co. Ltd., Taipei, Taiwan 100
Schroff S.r.L, Gallarate, Italy 100
Schroff Scandinavia AB, Enskede, Sweden 100
Straubenhardt, February 9, 1994
Schroff GmbH
Management Board
Dr. N. Grosskurth
B. Gengenbach
<PAGE>
CERTIFICATE
As Wirtschaftsprufer (auditors) of the consolidated financial
statements of Schroff GmbH, Straubenhardt, we hereby confirm
that the attached translated extract of the consolidated financial
statements for the year ended December 31, 1993 set up in
accordance with german commercial code complies with the
complete financial statements audited by us minus the
management report, sales by market figures, and the figures for
the previous year period.
The wording of the audit opinion dated February 18, 1994 on
the complete consolidated financial statements set up in
accordance with german commercial code including
management report is:
"The consolidated financial statements, which we have audited
in accordance with professional standards, comply with the
legal regulations. The consolidated financial statements
present, in compliance with the generally accepted accounting
principles, a true and fair view of the net worth, financial
position and results of the group. The group management
report is in agreement with the consolidated financial
statements."
The "general conditions of the assignment for Wirtschaftsprufer
und Wirtschaftsprufungsgesellschaften of 1st January 1990"
attached to this report, provide fundamental criteria for the
performance of the audit and defining our responsibility.
C&L TREUHAND-VEREINIGUNG
DEUTSCHE REVISION
Aktiengesellschaft
Wirtschaftsprufungsgesellschaft
Steuerberatungsgesellschaft
P. Albrecht
Wirtschaftsprufer
A. Bocker
Wirtschaftspruferin
<PAGE>
Item 7b.
Pro Forma Financial Information
PENTAIR, INC. AND SCHROFF GMBH PRO FORMA
COMBINED CONDENSED FINANCIAL INFORMATION
On February 28, 1994, the Registrant completed the purchase
from Fried. Krupp AG Hoesch-Krupp of the net assets and
business of Schroff Gmbh ("Schroff") for a purchase price of
$152,300,000 (DM 263,600,000), plus interest of $1,700,000
accrued from January 1, 1994, the economic transfer date. The
assets of Schroff GmbH, except the outstanding voting stock
of its subsidiaries, was acquired by PNTA Industriebedarf
GmbH, a wholly owned subsidiary of EuroPentair GmbH, a
wholly owned subsidiary of the Registrant. The voting stock of
the following Schroff subsidiaries was acquired by EuroPentair
GmbH: Schroff U.K. Ltd., Schroff S.A., Schroff S.r.L, and
Schroff Scandinavia AB. The voting stock of the following
subsidiaries was acquired by FC Holdings Inc., a wholly owned
subsidiary of the Registrant: Schroff Inc., Schroff K.K., and
Schroff Co. Ltd.
Proforma financial information is presented as and for the year
ended December 31, 1993. The pro forma financial information
reflects the impact of the acquisition on the combined financial
position and results of operations of the two companies as if
the acquisition had occurred as of January 1, 1993.
<PAGE>
Unaudited Pro Forma Combined Condensed Income Statement
for the Year Ended December 31, 1993.
The following unaudited pro forma combined condensed
income statement presents the results of operations of Pentair
and Schroff for the year ended December 31, 1993 and the pro
forma combined results of operations of the two companies as
if the acquisition had occurred as of January 1, 1993 and the
December 31, 1993 pro forma balance sheet adjustments had
been recorded as of January 1, 1993.
The unaudited pro forma combined condensed results are not
necessarily indicative of the actual results that would have been
realized had the acquisition occurred as of January 1, 1993 or
of future operations of the combined companies. The
information presented should be read in conjunction with the
Financial Statements of the Business Acquired (Schroff GmbH),
other unaudited pro forma financial information and notes
thereto presented in this filing, and with the Consolidated
Financial Statements of Pentair, Inc. as of and for the year
ending December 31, 1993 incorporated by reference in Form
10-K filed March 29, 1994.
The Schroff financial information in item 7a has been
reformatted to be consistent with Pentair classifications and
converted into U.S. dollars at the average exchange rate during
1993. The following is a reconciliation of net income (millions):
Net income per item 7a DM (14.3)
Add: contractually agreed profit DM 25.6
transfer
Deduct: exchange rate differences
on subsidiaries DM(0.3)
Add: contractually agreed
inventory adjustment exclusion DM 3.5
DM14.5
Divided by: Exchange Rate 1.65
U.S. Dollar net income $8.8
</TABLE>
<TABLE>
<CAPTION>
Pro Forma
Adjustment
Increase
($millions) Pentair Schroff (Decrease) Combined
<S> <C> <C> <C> <C>
Net sales $1,328.2 $152.0 $0.0 $1,480.2
Operating costs
Cost of goods sold 1,004.5 95.0 (.9) FN(a) 1,098.6
Selling, general and administrative 223.6 43.6 1.4 FN(b) 268.6
Total operating costs 1,228.1 138.6 .5 1,367.2
100.1 13.4 (.5) 113.0
Equity in joint venture (loss) (1.9) 0.0 0.0 (1.9)
Operating income 98.2 13.4 (.5) 111.1
Interest expense - net 20.8 1.9 10.7 FN(c) 33.4
Income before income taxes 77.4 11.5 (11.2) 77.7
Provision for income taxes 30.8 2.7 (2.7) FN(d) 30.8
Net income 46.6 8.8 (8.5) 46.9
Preferred dividend requirements 6.1 0.0 0.0 6.1
Earnings applicable to common stock $ 40.5 $8.8 $ (8.5) $ 40.8
</TABLE>
<TABLE>
<S> <C> <C>
Earnings per share:
Primary $2.26 $2.27
Diluted $2.20 $2.21
Weighted average common
and common equivalent shares:
Primary 17,891 17,891
Diluted 20,955 20,955
</TABLE>
All share and per share data adjusted for 50% stock dividend in June 1993.
See Notes to Unaudited Pro Forma Combined Condensed Income Statement
for the Year Ended December 31, 1993.
<PAGE>
Notes to Unaudited Pro Forma Combined Condensed Income
Statement for the Year Ended December 31, 1993
The pro forma income statement adjustments are based in part
on the estimated income statement effect of all December 31,
1993 pro forma balance sheet adjustments and related
assumptions. Reference is made to the material accompanying
the December 31, 1993 pro forma balance sheet below for a
discussion of such adjustments.
[FN]
FN(a) To adjust cost of goods sold for the net changes in
pension expense, depreciation applicable to fixed asset
adjustments and capitalization of a lease.
FN(b) To increase goodwill and to amortize adjusted goodwill
over 25 years.
FN(c) To recognize additional expense of new borrowings
using the 1994 7% average interest rate applicable to
the subsidiary's German credit facility borrowings.
FN(d) To record the estimated income tax expense computed
at an incremental effective rate of 45%, associated with
the additional income net of expenses resulting from
the pro forma adjustments.
<PAGE>
Unaudited Pro Forma Combined Condensed Balance Sheet as
of December 31, 1993.
The following unaudited pro forma combined condensed
balance sheet shows the balance sheets of Pentair and Schroff
as of December 31, 1993 as if the acquisition had been
consummated as of December 31, 1993.
The unaudited pro forma combined condensed balance sheet
reflects the impact of the acquisition of Schroff on the
December 31, 1993 balance sheet. The adjustments are based
on appraisals, evaluations, and estimates of fair market values
of the Schroff assets and liabilities as well as current
assumptions regarding the operation of the business. The
information presented should be read in conjunction with
Financial Statements of the Business Acquired (Schroff GmbH),
the other unaudited pro forma financial information and notes
thereto presented in this filing, and with the Consolidated
Financial Statements of Pentair, Inc. as of and for the year
ending December 31, 1993 incorporated by reference in Form
10-K filed March 29, 1994.
The Schroff financial information in item 7a has been
reformatted to be consistent with Pentair classifications and
converted into U.S. dollars at December 31, 1993 exchange
rate. The following is a revaluation of total assets (millions):
Total assets per item 7a DM 222.1
Add: excess of total assets of
consolidated subsidiaries
over cost of such subsidiaries
included in total assets
of Schroff DM7.8
Deduct: other - net DM(1.2)
DM228.7
Divided by: Exchange Rate 1.73
U.S. Dollar total assets $132.2
<TABLE>
<CAPTION>
Pro Forma
Adjustment
Increase
($millions) Pentair Schroff (Decrease) Combined
ASSETS
<S> <C> <C> <C> <C>
Cash and cash equivalents $10.3 $12.2 $0.0 $22.5
Accounts receivable - trade 200.4 23.0 0.0 223.4
Inventories 198.8 24.3 .4 FN(b) 223.5
Deferred income taxes 21.6 0.0 4.0 FN(b) 25.6
Other current assets 7.7 2.2 0.0 9.9
Total current assets 438.8 61.7 4.4 504.9
Property, plant and equipment 621.6 86.4 (27.3) FN(b) 680.7
Accumulated depreciation 305.7 40.8 (40.8) FN(b) 305.7
Property, plant and equipment - net 315.9 45.6 13.5 375.0
Marketable securities 18.6 0.0 0.0 18.6
Investment in joint venture 72.8 0.0 0.0 72.8
Goodwill - net 89.0 23.7 53.5 FN(b) 166.2
Other assets 23.7 1.2 0.0 24.9
TOTAL ASSETS $958.8 $132.2 $71.4 $1,162.4
LIABILITIES AND SHAREHOLDERS' EQUITY
Accounts payable $ 93.8 $ 5.8 $0.0 $99.6
Compensation and other benefit accruals 42.7 6.3 0.0 49.0
Income taxes 8.8 1.3 0.0 10.1
Accrued product claims and warranties 22.3 1.0 0.0 23.3
Accrued expenses and other liabilities 50.1 12.3 (6.0) FN(b) 56.4
Current maturities of long-term debt .8 1.5 .5 FN(b) 2.8
Total current liabilities 218.5 28.2 (5.5) 241.2
Long-term debt 238.9 6.3 155.7 FN(a,b) 400.9
Other liabilities 18.9 0.0 0.0 18.9
Deferred income taxes 7.5 0.0 0.0 7.5
Pensions and other retirement compensation 29.7 19.6 (.7) FN(b) 48.6
Postretirement medical and other benefits 60.6 0.0 0.0 60.6
Reserves insurance company 13.9 0.0 0.0 13.9
Shareholders' equity
Preferred 33.9 0.0 0.0 33.9
Common 336.9 78.1 (78.1) FN(c) 336.9
TOTAL LIABILITIES
AND SHAREHOLDERS' EQUITY $958.8 $132.2 $71.4 $1,162.4
</TABLE>
See Notes to Unaudited Pro Forma Combined Condensed Balance Sheet
as of December 31, 1993.
<PAGE>
Notes to Unaudited Pro Forma Combined Condensed Balance
Sheet as of December 31, 1993
[FN]
FN(a) To record the acquisition of the Schroff net assets using
revolving credit borrowing of $152,300,000.
FN(b) To conform Schroff accounting to Pentair United States
generally accepted accounting principles (U.S. GAAP),
adjust assets and liabilities to fair values and accrue
acquisition related costs and related deferred income
taxes.
Inventory - to adjust values to full cost - net of reserves
as required by U.S. GAAP.
Deferred income taxes - to record deferred income
taxes applicable to certain adjustments as required by
U.S. GAAP.
Property, plant and equipment - to reduce property for
the elimination of accumulated depreciation, to increase
assets to fair value, and to capital leases as required by
U.S. GAAP.
Accumulated depreciation - to eliminate accumulated
depreciation.
Goodwill - to increase goodwill to the excess of the
purchase price over net assets acquired.
Accrued expenses and other liabilities - to provide for
acquisition costs (i.e. legal, accounting), severance
costs and other miscellaneous costs.
Long-term debt - to record the long-term debt, including
current maturities, relating to capitalized leases.
Other liabilities - to eliminate pension obligation retained
by seller and conform pension accounting methods to
U.S. GAAP.
FN(c) To eliminate Schroff equity.
