SCOTSMAN INDUSTRIES INC
10-Q, 1995-11-09
AIR-COND & WARM AIR HEATG EQUIP & COMM & INDL REFRIG EQUIP
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                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C.  20549

                                  FORM 10-Q
         
      [X]                       QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                   OF THE SECURITIES EXCHANGE ACT OF 1934
                       For the Quarterly Period Ended
                               October 1, 1995
      
                     
           
      [ ]                     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                   OF THE SECURITIES EXCHANGE ACT OF 1934

                                      Commission file number  1-10182
                                                             ----------- 

                        Scotsman Industries, Inc.               
        --------------------------------------------------------
        (Exact name of registrant as specified in its charter)

       Delaware                           36-3635892                
   -----------------------      -----------------------------------
   (State of Incorporation)     (I.R.S. Employer Identification No.)

   775 Corporate Woods Parkway, Vernon Hills, Illinois  60061
   ----------------------------------------------------------
   (Address of principal executive offices)        (Zip code)

   Registrant's telephone number, including area code: (708)215-4500
                                                       -------------

   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      
              -----         ----                                          
                                                                
   At November 3, 1995 there were 8,963,774 shares of registrant's
      ----------------            ---------
   common stock outstanding.






                                     -1-<PAGE>





                          SCOTSMAN INDUSTRIES, INC.
                          -------------------------

                                  FORM 10-Q
                                  ---------

                               October 1, 1995
                               ---------------


                                    INDEX
                                    -----


   PART I--FINANCIAL INFORMATION:

        Item 1.   FINANCIAL STATEMENTS-

             HISTORICAL-
                  Condensed Statement of Income
                  Condensed Balance Sheet
                  Condensed Statement of Cash Flows
                  Notes to Condensed Financial Statements

        Item 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF 
                  OPERATIONS

   PART II--OTHER INFORMATION:

        Item 1.   LEGAL PROCEEDINGS

        Item 6.   EXHIBITS AND REPORTS ON FORM 8-K

   SIGNATURE


















                                     -2-<PAGE>


   PART I--FINANCIAL INFORMATION
   -----------------------------
        ITEM 1.  Financial Statements
        ------------------------------


                          SCOTSMAN INDUSTRIES, INC.
                          -------------------------
                        CONDENSED STATEMENT OF INCOME
                        -----------------------------
                                 (Unaudited)
                                 -----------
                   (In thousands, except per share amount)
                   ---------------------------------------


                                               For the Three
                                               Months Ended
                                       ---------------------------
                                        Oct. 1,          Oct. 2,
                                         1995             1994 
                                        ------           ------
                                        
   Net sales                            $87,075         $86,282

   Cost of sales                         63,348          61,125
                                         ------          ------

           Gross profit                 $23,727         $25,157

   Selling and administrative expenses   13,079          15,064
                                         ------          ------

   Income from operations               $10,648         $10,093

   Interest expense, net                  1,639           1,615
                                         ------          ------

   Income before income taxes           $ 9,009         $ 8,478

   Income taxes                           4,099           3,799           
                                         ------          ------

   Net income                           $ 4,910         $ 4,679

   Preferred stock dividends                310             310
                                         ------          ------
      
   Net income available
     to common shareholders             $ 4,600         $ 4,369
                                         ======          ======

   Net income per share (i):
     Primary                            $  0.50         $  0.52
                                         ======          ======
     Fully diluted                      $  0.46         $  0.44
                                         ======          ======


                                     -3-<PAGE>





   PART I--FINANCIAL INFORMATION
   -----------------------------
        ITEM 1.  Financial Statements
           -----------------------------








   CONDENSED STATEMENT OF INCOME - continued
   -----------------------------


   (i)  Primary earnings per common share are computed by dividing net
        income available to common shareholders by the weighted average
        number of common shares and common stock equivalents outstanding
        during each period:  9,129,549 and 8,379,719 for the three months
        ended October 1, 1995, and October 2, 1994, respectively.  The
        computation includes the dilutive impact of common stock options
        outstanding.

        The calculation of fully-diluted net income per share is based on
        net income before preferred stock dividends.  The number of
        shares assumes the conversion of the convertible preferred stock
        from April 29, 1994, the date of issue, and also includes the
        dilutive impact, as if issuance had occurred on April 29, 1994,
        the date of the acquisition of The Delfield Company ("Delfield")
        and Whitlenge Drink Equipment Limited ("Whitlenge"), of
        contingent shares which were distributed to the sellers of
        Delfield and Whitlenge in March 1995 based on those businesses
        having achieved a specified combined level of earnings during
        fiscal year 1994.  The total number of shares used in the fully-
        diluted calculation for the three months ended October 1, 1995,
        and October 2, 1994, were 10,654,786 and 10,583,355,
        respectively.




   See notes to unaudited condensed financial statements.










                                     -4-<PAGE>
   PART I--FINANCIAL INFORMATION
   -----------------------------
        ITEM 1.  Financial Statements
           -----------------------------





                          SCOTSMAN INDUSTRIES, INC.
                          -------------------------
                        CONDENSED STATEMENT OF INCOME
                        -----------------------------
                                 (Unaudited)
                                 -----------
                   (In thousands, except per share amount)
                   --------------------------------------


                                               For the Nine
                                               Months Ended       
                                       ----------------------------
                                        Oct. 1,          Oct. 2,
                                         1995             1994 
                                        ------           ------
                                        
   Net sales                           $253,512        $200,067

   Cost of sales                        183,693         140,841
                                        -------         -------

           Gross profit                $ 69,819        $ 59,226

   Selling and administrative expenses   39,929          35,240
                                        -------         -------

   Income from operations              $ 29,890        $ 23,986

   Interest expense, net                  4,960           3,921
                                        -------         -------

   Income before income taxes          $ 24,930        $ 20,065

   Income taxes                          11,461           8,970
                                        -------         --------

   Net income                          $ 13,469        $ 11,095

   Preferred stock dividends                930             524
                                        -------         -------

   Net income available
     to common shareholders            $ 12,539        $ 10,571
                                        =======         =======

   Net income per share (i):
     Primary                           $   1.40        $   1.35
                                        =======         =======
     Fully diluted                     $   1.26        $   1.22
                                        =======         =======


                                     -5-<PAGE>
   PART I--FINANCIAL INFORMATION
   -----------------------------
        ITEM 1.  Financial Statements
           -----------------------------








   CONDENSED STATEMENT OF INCOME - continued
   -----------------------------


   (i)  Primary earnings per common share are computed by dividing net
        income available to common shareholders by the weighted average
        number of common shares and common stock equivalents outstanding
        during each period:  8,940,992 and 7,842,166 for the nine months
        ended October 1, 1995, and October 2, 1994, respectively.  The
        computation includes the dilutive impact of common stock options
        outstanding.

        The calculation of fully-diluted net income per share is based on
        net income before preferred stock dividends.  The number of
        shares assumes the conversion of the convertible preferred stock
        from April 29, 1994, the date of issue, and also includes the
        dilutive impact, as if issuance had occurred on April 29, 1994,
        the date of the acquisition of Delfield and Whitlenge, of
        contingent shares which were distributed to the sellers of
        Delfield and Whitlenge in March 1995 based on those businesses
        having achieved a specified combined level of earnings during
        fiscal year 1994.  The total number of shares used in the fully-
        diluted calculation for the nine months ended October 1, 1995,
        and October 2, 1994, were 10,649,648 and 9,111,023, respectively.




   See notes to unaudited condensed financial statements.





















                                     -6-<PAGE>
                          SCOTSMAN INDUSTRIES, INC.
                          -------------------------
                           CONDENSED BALANCE SHEET
                           -----------------------
                               (In thousands)
                               --------------

<TABLE>
<CAPTION>
                                                      Oct. 1,           Jan. 1,  
                      A S S E T S                         1995              1995  
                      -----------                      ----------        ----------
<S>                                                      <C>             <C>
                                                     (unaudited)
     CURRENT ASSETS:
             Cash and temporary cash investments         $ 11,469        $  9,770
             Trade accounts receivable, net of 
               reserves of $2,619 and $2,296               66,162          50,102
             Inventories                                   47,078          48,613
             Deferred income taxes                          4,639           4,642
             Other current assets                           2,493           3,255
                                                          -------         -------
                  Total current assets                   $131,841        $116,382

     PROPERTIES AND EQUIPMENT, net of
             accumulated depreciation of $35,064
             and $31,816                                   42,038          40,657

     GOODWILL, net of accumulated amortization                               
             of $4,622 and $3,035                          93,660          84,038

     OTHER NONCURRENT ASSETS                                3,149           3,714
                                                          -------         -------
                                                         $270,688        $244,791
                                                          =======         =======


                    LIABILITIES AND SHAREHOLDERS' EQUITY
                    ------------------------------------
     CURRENT LIABILITIES:
             Short-term debt and current maturities
               of long-term debt and capitalized
               lease obligations                          $   655        $  3,030
             Trade accounts payable                        28,198          24,290
             Accrued income taxes                           6,169           4,173
             Deferred income taxes                            288             288
             Accrued expenses                              28,276          30,036
                                                          -------         -------
                  Total current liabilities              $ 63,586        $ 61,817

     LONG-TERM DEBT AND CAPITALIZED LEASE
             OBLIGATIONS                                   84,704          85,161

     DEFERRED INCOME TAXES                                  2,733           2,917

     OTHER NONCURRENT LIABILITIES                            8,945           8,433
                                                           -------         -------
                  Total liabilities                       $159,968        $158,328
                                                           =======         =======

     SHAREHOLDERS' EQUITY:
             Common stock, $.10 par value                 $    915        $    846
             Preferred stock, $1.00 par value                2,000           2,000


                                                               -7-<PAGE>
             Additional paid in capital                     70,469          58,085
             Retained earnings                              43,827          31,959
             Deferred compensation and 
               unrecognized pension cost                       (74)            (53)
             Foreign currency translation adjustments       (5,074)         (5,031)
             Less:  Common stock held in treasury           (1,343)         (1,343)
                                                           -------         -------
                  Total Shareholders' Equity              $110,720        $ 86,463
                                                           -------         -------
                                                          $270,688        $244,791
                                                           =======         =======
</TABLE>
     See notes to unaudited condensed financial statements.

















































                                                               -8-<PAGE>
                          SCOTSMAN INDUSTRIES, INC.
                          -------------------------
                      CONDENSED STATEMENT OF CASH FLOWS
                      ---------------------------------
                         (Unaudited) (In Thousands)
                         --------------------------

<TABLE>
<CAPTION>
                                                               For the Nine
                                                                 Months Ended     
                                                            ----------------------
                                                              Oct. 1,       Oct. 2,                                         
                                                             1995           1994  
                                                             --------       --------
     CASH FLOW FROM OPERATING ACTIVITIES:
<S>                                                          <C>            <C>
             Net income                                      $ 13,469       $ 11,095
             Adjustments to reconcile net income to                                  
               net cash provided by operating activities-
                 Depreciation and amortization                  5,580          4,117
             Change in assets and liabilities- 
               Trade accounts receivable                      (15,860)       (21,057)
               Inventories                                      1,637          1,095
               Trade accounts payable and other
                 liabilities                                    4,352         12,532 
               Other, net                                       2,016            384
                                                              -------        -------
             Net cash provided by 
               operating activities                          $ 11,194       $  8,166
                                                              -------        -------

     CASH FLOWS FROM INVESTING ACTIVITIES:
             Investment in properties and equipment          $ (4,829)      $ (3,157)
             Proceeds from disposal of property,
               plant and equipment                                 93             15
             Acquisition of Delfield and Whitlenge                  -        (26,445)
                                                              -------        -------
             Net cash used in investing activities           $ (4,736)      $(29,587)
                                                              -------        -------

     CASH FLOWS FROM FINANCING ACTIVITIES:
             Principal payments under long-term debt          
               and capitalized lease obligations             $(18,224)      $(40,921)
             Issuance of long-term debt                        17,806         63,000
             Dividends paid to shareholders                    (1,584)          (822)
             Short-term debt, net                              (2,386)           611
                                                              -------        -------
             Net cash provided by (used in)
               financing activities                          $ (4,388)      $ 21,868 
                                                              -------        -------
             Effect of exchange rate changes on cash
               and temporary cash investments                    (371)           384

     NET INCREASE IN CASH AND TEMPORARY CASH
             INVESTMENTS                                     $  1,699       $    831









                                                               -9-<PAGE>
     CASH AND TEMPORARY CASH INVESTMENTS, beginning
             of period                                          9,770          8,462

     CASH AND TEMPORARY CASH INVESTMENTS,                     -------        -------
             end of period                                   $ 11,469       $  9,293
                                                              =======        =======

     SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
     Cash paid during the period for:
             Interest                                        $  4,180       $  3,384
                                                              =======        ======= 
             Income taxes                                    $  8,408       $ 10,983
                                                              =======        =======

     SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND
       FINANCING ACTIVITIES:
       Investment in properties and equipment through 
         issuance of capitalized lease obligations           $    (64)      $      - 
                                                             ========       ========
       Issuance of common stock for acquisition              $(12,089)      $(39,000)
                                                             ========       ========

     See notes to unaudited condensed financial statements.

</TABLE>





































                                                             -10-<PAGE>







                          SCOTSMAN INDUSTRIES, INC.
                          -------------------------

              NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
              -------------------------------------------------




   (1) BASIS OF PRESENTATION:
   -------------------------

   The condensed consolidated financial statements include the accounts
   of Scotsman Industries, Inc. and its consolidated subsidiaries (the
   "Company").

   All accounting policies used in the preparation of the quarterly
   condensed financial statements are consistent with the accounting
   policies described in the notes to financial statements for the year
   ended January 1, 1995, appearing in the Company's 1994 Annual Report
   to Shareholders ("Annual Report").  In the opinion of management, the
   interim financial statements reflect all adjustments which are
   necessary for a fair presentation of the Company's financial position,
   results of operations and cash flows for the interim periods
   presented.  The results for such interim periods are not necessarily
   indicative of results for the full year.  These financial statements
   should be read in conjunction with the consolidated financial
   statements and the accompanying notes to consolidated financial
   statements included in the aforementioned Annual Report.

   (2) INVENTORIES:
   ---------------

   Inventories consisted of the following (in thousands):

                                   Oct. 1,          Jan. 1, 
                                     1995            1995  
                                   -------         --------

           Finished goods           $18,263         $19,450
           Work-in-process            8,714           9,805
           Raw materials             20,101          19,358
                                     ------          ------
                Total inventories   $47,078         $48,613
                                     ======          ======






                                    -11-<PAGE>





   (3) CONTINGENCIES:
   -----------------


   On March 26, 1993, Remcor Products Company ("Remcor") filed a lawsuit
   against the Company's subsidiaries, Scotsman Group, Inc.("SGI") and
   Booth, Inc. ("Booth"), in the United States District Court for the
   Northern District of Illinois.  In its Complaint, Remcor alleged that
   certain ice/drink dispensers made and sold by SGI and Booth infringe a
   patent owned by Remcor relating to a cold plate system. 

   On May 19, 1995, SGI, Booth and Remcor entered into a settlement
   agreement resolving the lawsuit, and on May 25, 1995, the United
   States District Court for the Northern District of Illinois entered an
   order dismissing, with prejudice, the claims filed in this case. 
   Under the terms of the settlement agreement, SGI and Booth may
   continue to manufacture and sell ice-beverage dispensers employing
   their current design pursuant to a license included in the settlement
   agreement.  While the settlement agreement provides that the financial
   terms of the settlement are confidential, the amount paid to Remcor
   was within the reserve previously established by the Company in
   connection with the lawsuit, and the Company believes the settlement
   agreement will not have a material adverse effect upon the Company's
   financial condition or the results of its  operations.





























                                    -12-<PAGE>





   (4)  ACQUISITION OF DELFIELD AND WHITLENGE:
   ------------------------------------------


   On April 29, 1994, the Company completed the acquisition of Delfield
   and Whitlenge for approximately $69.3 million in a combination of
   cash, preferred stock and common stock. 

   The method of accounting which was used for the combination was the
   purchase method.  The acquisition price included: i) $30.4 million in
   cash, ii) 1.2 million shares of Scotsman common stock (with a market
   value of $16.5 million on the acquisition date) and iii) 2.0 million
   shares of Series A $0.62 cumulative convertible preferred stock, with
   an aggregate liquidation preference of $22.5 million and which are
   convertible into 1,525,393 shares of common stock.  In addition, the
   acquisition price also included 667,000 shares of additional common
   stock which were issued on March 17, 1995, based on Delfield and
   Whitlenge having achieved a specified level of earnings before
   interest, income taxes, depreciation and amortization for the fiscal
   year 1994.  Such shares had an aggregate market value of $12.1 million
   on the date of issuance.  The Company also assumed $35 million of
   Delfield and Whitlenge debt as a result of the acquisitions.  The
   amount of goodwill as a result of these acquisitions, including the
   issuance of the additional 667,000 shares, was $84.9 million, which is
   being amortized over 40 years using the straight-line method.  The
   results of Delfield and Whitlenge are included in the income
   statements for the Company beginning after April 29, 1994.

   Delfield, headquartered in Mt. Pleasant, Michigan, manufactures and
   sells refrigerated foodservice equipment, primarily in the United
   States.  Whitlenge, located near Birmingham, England, manufactures and
   sells drink dispensing equipment in Western Europe.  

   Restating the Company's September 1994 year-to-date results to reflect
   the acquisition as if it took place as of the first day of fiscal year
   1994 would have resulted in unaudited pro forma net sales of
   approximately $237.6 million, and net income of approximately $12.0
   million, or $1.13 per share, (including the dilutive impact of the
   additional common and convertible preferred shares issued in April of
   1994 and the contingent shares).  Pro forma results are based on
   assumptions and estimates and are not necessarily indicative of the
   results of operations of the Company as they might have been had the
   transaction occurred as discussed above.










                                    -13-<PAGE>





                          SCOTSMAN INDUSTRIES, INC.
                          -------------------------


   Item 2.   Management's Discussion and Analysis of Financial 
             Condition and Results of Operations              
   -----------------------------------------------------------

   Results of Operations
   ---------------------

   The Company reported record third quarter earnings per share, net
   income and  net sales which were driven primarily by continued
   improvement in Europe, along with continued strength in the domestic
   ice machine businesses.  Compared to prior year, fully-diluted
   earnings per share for the third quarter were up 5 percent (46 cents
   versus 44 cents) on a 1 percent increase in sales ($87.1 million
   versus $86.3 million) and a 5 percent increase in net income ($4.9
   million versus $4.7 million).

   Prior year-to-date comparisons reflect the April 29, 1994,
   acquisitions of The Delfield Company ("Delfield") and Whitlenge Drink
   Equipment Limited ("Whitlenge").  Fully-diluted earnings per share for
   the nine months ended October 1, 1995, were $1.26 versus $1.13 for pro
   forma 1994 results, which assume the acquisitions of Delfield and
   Whitlenge had taken place at the beginning of 1994, a 12 percent
   increase.  Sales for the same period compared with pro forma 1994
   results were up 7 percent ($253.5 million versus $237.6 million),
   while net income increased 13 percent to $13.5 million in 1995 from
   pro forma $12.0 million in 1994.  Compared to prior year on an actual
   reported basis, fully-diluted earnings per share for the nine months
   ended October 1, 1995 were up 3 percent ($1.26 versus $1.22) on a 27
   percent increase in sales ($253.5 million versus $200.1 million) and a
   21 percent increase in net income ($13.5 million versus $11.1
   million).

   The impact of changes in foreign exchange rates did not have a
   significant effect on the comparison of the results of operations for
   the first nine months of 1995 or third quarter of 1995 compared to the
   same periods in 1994.

   Scotsman's worldwide ice machine sales, representing slightly more
   than half of the Company's sales for both the third quarter of 1995
   and year-to-date period ending in September 1995, were up 8 percent in
   U.S. dollars for the quarter and 12 percent in U.S. dollars on a year-
   to-date basis compared with actual results of the same periods in the
   prior year.  These increases reflect moderate growth in U.S. markets
   and substantial gains in most European markets comparable to those
   seen in the first half of the year.




                                    -14-<PAGE>






   Item 2.   Management's Discussion and Analysis of Financial 
             Condition and Results of Operations              
   -----------------------------------------------------------

   Results of Operations - continued
   ---------------------


   Beverage dispensing equipment sales, representing slightly more than
   10 percent of the Company's sales in both the third quarter and nine-
   month period, were up 10 percent and 32 percent, respectively,
   compared to the prior year's third quarter and year-to-date periods.
   The year-to-date increase over the prior year was due primarily to the
   inclusion of Whitlenge's results for the full period in 1995. 
   Beverage dispensing equipment sales for September 1995 year-to-date
   were up 7 percent compared to the same period in the prior year on a
   pro forma basis.

   Sales of food preparation and storage equipment decreased 9 percent
   for the third quarter, but were up 58 percent for the year-to-date
   period.  Sales of these products were up 2 percent for the year-to-
   date when compared to prior year on a pro forma basis.  Excellent
   volume gains through Delfield's dealer networks and most national
   accounts were offset by lower sales to certain significant national
   customers who are undergoing internal restructuring that has prompted
   those customers to scale back or postpone their expansion programs.
   Food preparation and storage equipment represented slightly less than
   one-third of the Company's sales in the third quarter and year-to-date
   period ending September 1995.

   The Company's gross profit margin for the quarter was approximately 2
   points lower than the prior-year periods for both the third quarter
   and nine-month period due primarily to continued increases in material
   costs and a less favorable product and customer sales mix.  The
   decrease in gross profit margin for the year-to-date period was also
   impacted by the inclusion of a full nine months for Delfield and
   Whitlenge, which have historically lower gross profit margins than
   most of the Company's other businesses.

   Selling and administrative expenses decreased by approximately $2.0
   million for the quarter and increased by $4.7 million for the nine
   months ended September 1995 when compared to the same periods in 1994.
   As a percentage of sales, selling and administrative expenses
   decreased from 17 percent to 15 percent in the quarter and from 18
   percent to 16 percent for the year-to-date period.  The percentage
   declines for both periods were attributable to lower domestic
   litigation costs, reduced medical expenses and a continuing
   improvement in expense controls.  The 




                                    -15-<PAGE>





   Item 2.   Management's Discussion and Analysis of Financial 
             Condition and Results of Operations              
   -----------------------------------------------------------

   Results of Operations - continued
   ---------------------

   decline in the year-to-date period was also attributable to the
   inclusion of Delfield which has a historically lower ratio of selling
   and administrative expenses to sales than most of the Company's other
   businesses.

   Interest expense, net, was almost flat in the third quarter of 1995
   compared to the same period of the prior year but increased by $1.0
   million for the 1995 year-to-date period primarily as a result of a
   full nine month's impact of the increased domestic borrowings
   resulting from the financing of the acquisitions of Delfield and
   Whitlenge in April 1994, along with, to a smaller extent, higher
   domestic interest rates during 1995.  

   The Company's overall effective tax rate for the third quarter of 1994
   and 1995 was 45 percent.  The effective tax rate for the nine month
   period of 1995 was 46 percent compared with 45 percent for the same
   period of the prior year.   The higher effective tax rate for the
   nine-month period in 1995 is primarily attributable to a greater
   percentage of earnings from higher taxed foreign operations and also
   the impact of a full nine months of non-tax deductible goodwill
   amortization as a result of the acquisitions of Delfield and
   Whitlenge. 
























                                    -16-<PAGE>





   Item 2.   Management's Discussion and Analysis of Financial 
             Condition and Results of Operations              
   -----------------------------------------------------------



   Financial Condition
   -------------------


   Cash and temporary cash investments increased by $1.7 million from
   year end 1994 to October 1, 1995, reflecting higher cash balances at
   the Company's foreign subsidiaries.  Excluding the foreign exchange
   impact on the following working capital categories, accounts
   receivable increased by $15.9 million from December of 1994, inventory
   decreased by $1.6 million from December of 1994, and accounts payable
   increased $3.8 million from December of 1994.  The increase in
   accounts receivable was attributable to the sales increase when
   comparing the third quarter of 1995 to the fourth quarter of 1994. 
   The increase in trade accounts payable reflects increased seasonal
   activity.  The decrease in inventory from December 1994 reflects
   planned inventory reductions at most of the Company's domestic
   entities.

   Goodwill was also higher than December of 1994 reflecting the issuance
   in March 1995 of common shares as additional purchase price for the
   Delfield and Whitlenge acquisitions which is discussed in Note 4 of
   Notes to the Condensed Consolidated Financial Statements. 
   Shareholders' equity also increased from December of 1994 primarily as
   a result of this share issuance, along with net income for the first
   nine months of 1995.   These increases were partially offset by
   dividends to shareholders and the impact of changes in accumulated
   translation adjustments on equity.

   The debt-to-capital ratio at October 1, 1995, was 44 percent compared
   with 50 percent at year end 1994.  The debt-to-capital ratio decreased
   from year-end 1994 to October 1, 1995, as the result of both the
   decrease in long-term debt and also the impact of the increase in
   equity.

   On February 16, 1995, and May 18, 1995, and August 17, 1995, the
   Company's Board of Directors declared a dividend of 2 1/2 cents per
   share payable to shareholders of record on March 31, 1995, June 30,
   1995, and September 29, 1995, respectively.









                                    -17-<PAGE>





   PART II.  OTHER INFORMATION
   ---------------------------

        Item 1.   Legal Proceedings

                  Litigation Relating to the Glenco Star Lease.
                  --------------------------------------------

                  On July 27, 1995, an order was entered in the United
                  States District Court for the Eastern District of
                  Pennsylvania dismissing, with prejudice, all claims
                  against the Company's wholly-owned subsidiary, Scotsman
                  Group Inc. ("SGI"), in connection with a lawsuit filed
                  against SGI and Glenco Star Corporation by the landlord
                  of the facility which housed the Company's former
                  Glenco Star division.  The lawsuit was filed in
                  connection with certain disputes arising out of the
                  lease of that facility.  For a discussion of the terms
                  of the settlement agreements that resulted in the entry
                  of such order of dismissal, see Part II, Item 1, of the
                  Company's Quarterly Report on Form 10-Q for the
                  Quarterly Period Ended April 2, 1995.

        Item 6.   Exhibits and Reports
                     on Form 8-K         
                  --------------------

                  (a)  Exhibits.  The following exhibits are filed as
                       part of this report.

                       Exhibit 27     Article 5 Financial Data Schedule
                                      for the Period Ended October 1,
                                      1995.


                  (b)  The Registrant filed no reports on Form 8-K during
                       the quarterly period ended October 1, 1995.
















                                    -18-<PAGE>





                                  SIGNATURE
                                  ---------

             Pursuant to the requirements of the Securities and Exchange
   Act of 1934, the registrant has duly caused this report to be signed
   on its behalf by the undersigned thereunto duly authorized.



                                        SCOTSMAN INDUSTRIES, INC.
                                        -------------------------



   Date  November 6, 1995              By: /s/Donald D. Holmes     
        -------------------------          ------------------------
                                           Donald D. Holmes
                                           Vice President-Finance
                                           and Secretary


































                                    -19-<PAGE>

<TABLE> <S> <C>

          <ARTICLE>                5
          <LEGEND>                 This schedule contains summary financial
                                   information extracted from Scotsman
                                   Industries, Inc. Condensed Balance Sheet
                                   (Unaudited) as of October 1, 1995 and
                                   Scotsman Industries, Inc. Condensed
                                   Statement of Income (Unaudited) for the
                                   Nine Months Ended October 1, 1995 and is
                                   qualified in its entirety by reference 
                                   to such financial statements.
          <MULTIPLIER>                  1000
                 
          <S>                           <C>
          <PERIOD-TYPE>                 9-MOS
          <FISCAL-YEAR-END>                                DEC-31-1995
          <PERIOD-END>                                     OCT-01-1995
          <PERIOD-START>                                   JAN-02-1995
          <CASH>                                           11,469
          <SECURITIES>                                     0
          <RECEIVABLES>                                    66,162
          <ALLOWANCES>                                     2,619
          <INVENTORY>                                      47,078
          <CURRENT-ASSETS>                                 131,841
          <PP&E>                                           42,038
          <DEPRECIATION>                                   35,064
          <TOTAL-ASSETS>                                   270,688
          <CURRENT-LIABILITIES>                            63,586
          <BONDS>                                          84,704
          <COMMON>                                         915
                                      0
                                                2,000
          <OTHER-SE>                                       107,805
          <TOTAL-LIABILITY-AND-EQUITY>                     270,688
          <SALES>                                          253,512
          <TOTAL-REVENUES>                                 253,512
          <CGS>                                            183,693
          <TOTAL-COSTS>                                    183,693
          <OTHER-EXPENSES>                                 0
          <LOSS-PROVISION>                                 0
          <INTEREST-EXPENSE>                               4,960
          <INCOME-PRETAX>                                  24,930
          <INCOME-TAX>                                     11,461
          <INCOME-CONTINUING>                              13,469
          <DISCONTINUED>                                   0
          <EXTRAORDINARY>                                  0
          <CHANGES>                                        0
          <NET-INCOME>                                     13,469
          <EPS-PRIMARY>                                    1.40
          <EPS-DILUTED>                                    1.26
                  
<PAGE>

</TABLE>


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