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
July 2, 1995
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number 1-10182
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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 August 10, 1995 there were 8,954,239 shares of registrant's common
stock outstanding.<PAGE>
SCOTSMAN INDUSTRIES, INC.
-------------------------
FORM 10-Q
---------
July 2, 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 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
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
-------------------------
July 2, July 3,
1995 1994
-------- --------
Net sales $90,363 $75,799
Cost of sales 64,471 52,916
-------- -------
Gross profit $25,892 $22,883
Selling and administrative expenses 13,627 12,700
------- -------
Income from operations $12,265 $10,183
Interest expense, net 1,744 1,399
------- -------
Income before income taxes $10,521 $ 8,784
Income taxes 4,792 3,912
-------- -------
Net income $ 5,729 $ 4,872
Preferred stock dividends 310 214
------- -------
Net income available
to common shareholders $ 5,419 $ 4,658
======= =======
Net income per share (i):
Primary $ 0.59 $ 0.58
======= =======
Fully diluted $ 0.54 $ 0.51
======= =======
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: 9,128,141 and 8,010,699 for the three months
ended July 2, 1995, and July 3, 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 July 2, 1995, and
July 3, 1994, were 10,653,582 and 9,601,544, 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 Six
Months Ended
--------------------------
July 2, July 3,
1995 1994
------- ------
Net sales $166,437 $113,785
Cost of sales 120,345 79,716
-------- --------
Gross profit $46,092 $34,069
Selling and administrative expenses 26,850 20,176
-------- --------
Income from operations $19,242 $13,893
Interest expense, net 3,321 2,306
-------- --------
Income before income taxes $15,921 $11,587
Income taxes 7,362 5,171
-------- --------
Net income $ 8,559 $ 6,416
Preferred stock dividends 620 214
-------- --------
Net income available
to common shareholders $ 7,939 $ 6,202
======== ========
Net income per share (i):
Primary $ 0.90 $ 0.82
======= =======
Fully diluted $ 0.80 $ 0.77
======= =======
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: 8,846,717 and 7,573,392 for the six months
ended July 2, 1995, and July 3, 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 six months ended July 2, 1995, and
July 3, 1994, were 10,648,992 and 8,368,814, respectively.
See notes to unaudited condensed financial statements.
6<PAGE>
SCOTSMAN INDUSTRIES, INC.
CONDENSED BALANCE SHEET
(In thousands)
-----------------------
July 2, January 1,
A S S E T S 1995 1995
----------- ---------- ----------
(unaudited)
CURRENT ASSETS:
Cash and temporary cash investments $ 11,292 $ 9,770
Trade accounts receivable, net of
reserves of $2,531 and $2,296 68,695 50,102
Inventories 50,453 48,613
Deferred income taxes 5,095 4,642
Other current assets 2,623 3,255
-------- -------
Total current assets $138,158 $116,382
PROPERTIES AND EQUIPMENT, net of
accumulated depreciation of $33,872
and $31,816 41,604 40,657
COST OF INVESTMENTS IN ACQUIRED BUSINESSES
IN EXCESS OF THE FAIR VALUE OF NET TANGIBLE
ASSETS AT ACQUISITION, net 94,389 84,038
OTHER NONCURRENT ASSETS 2,926 3,714
-------- --------
$277,077 $244,791
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
CURRENT LIABILITIES:
Short-term debt and current maturities
of long-term debt and capitalized
lease obligations $ 1,421 $ 3,030
Trade accounts payable 30,013 24,290
Accrued income taxes 5,949 4,173
Deferred income taxes 288 288
Accrued expenses 26,692 30,036
-------- --------
Total current liabilities $ 64,363 $ 61,817
LONG-TERM DEBT AND CAPITALIZED LEASE
OBLIGATIONS 94,100 85,161
DEFERRED INCOME TAXES 3,067 2,917
7<PAGE>
OTHER NONCURRENT LIABILITIES 8,858 8,433
-------- --------
Total liabilities $170,388 $158,328
======== ========
SHAREHOLDERS' EQUITY:
Common stock, $.10 par value $ 914 $ 846
Preferred stock, $1.00 par value 2,000 2,000
Additional paid in capital 70,387 58,085
Retained earnings 39,451 31,959
Deferred compensation and
unrecognized pension cost (104) (53)
Foreign currency translation adjustments (4,616) (5,031)
Less: Common stock held in treasury (1,343) (1,343)
-------- --------
Total Shareholders' Equity $106,689 $ 86,463
-------- --------
$277,077 $244,791
======== ========
See notes to unaudited condensed financial statements.
8<PAGE>
SCOTSMAN INDUSTRIES, INC.
CONDENSED STATEMENT OF CASH FLOWS
(Unaudited)
(In Thousands)
--------------------------------
For the Six
Months Ended
-------------------
July 2, July 3,
1995 1994
------- -------
CASH FLOW FROM OPERATING ACTIVITIES:
Net income $ 8,559 $ 6,416
Adjustments to reconcile net income
to net cash provided by operating
activities-Depreciation and
amortization 3,647 2,345
Change in assets and liabilities-
Trade accounts receivable (18,486) (19,388)
Inventories (1,790) 950
Trade accounts payable and other
liabilities 4,313 9,998
Other, net 1,987 (279)
-------- --------
Net cash provided by (used in)
operating activities $ (1,770) $ 42
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Investment in properties and equipment $ (3,233) $ (1,567)
Proceeds from disposal of property,
plant and equipment 63 7
Acquisition of Delfield and Whitlenge - (26,445)
-------- --------
Net cash used in investing activities $ (3,170) $(28,005)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments under long-term debt
and capitalized lease obligations $ (111) $(33,408)
Issuance of long-term debt 9,000 63,000
Dividends paid to shareholders (1,050) (350)
Short-term debt, net (1,619) (326)
--------- --------
9<PAGE>
Net cash provided by financing
activities 6,220 $ 28,916
--------- ----------
Effect of exchange rate changes on cash
and temporary cash investments 242 247
--------- ----------
NET INCREASE IN CASH AND TEMPORARY CASH
INVESTMENTS $ 1,522 $ 1,200
CASH AND TEMPORARY CASH INVESTMENTS,
beginning of period 9,770 8,462
CASH AND TEMPORARY CASH INVESTMENTS, --------- ---------
end of period $ 11,292 $ 9,662
========= =========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest $ 3,539 $ 2,050
========= =========
Income taxes $ 4,151 $ 2,085
========= =========
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND
FINANCING ACTIVITIES:
Investment in properties and equipment
through issuance of capitalized lease
obligations $ (64) $ -
======== =========
Issuance of stock for acquisition $(12,089) $(39,000)
======== =========
See notes to unaudited condensed financial statements.
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 Annual Report.
(2) INVENTORIES:
---------------
Inventories consisted of the following (in thousands):
July 2, January 1,
1995 1995
------- ----------
Finished goods $20,656 $19,450
Work-in-process 8,987 9,805
Raw materials 20,810 19,358
------- -------
Total inventories $50,453 $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
will be amortized over 40 years using the straight-line method.
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 second quarter 1994 and June 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 $84.4 million and $151.3 million, respectively,
and net income before extraordinary item and cumulative effect of
accounting changes of approximately $4.9 million and $7.3 million,
respectively, or 47 cents and 70 cents per share, respectively,
(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
---------------------
Results for the current year reflect the April 29, 1994, acquisitions
of The Delfield Company ("Delfield") and Whitlenge Drink Equipment
Limited ("Whitlenge"). The Company reported record second quarter
sales and earnings per share in 1995 which were driven by continued
improvement in Europe and full-quarter results from the newly acquired
businesses. In comparison with prior-year pro forma results, assuming
the Delfield and Whitlenge acquisitions had taken place at the
beginning of fiscal year 1994, fully-diluted earnings per share for
the second quarter were up 15 percent (54 cents versus 47 cents) on a
7 percent increase in sales ($90.4 million versus $84.4 million) and a
17 percent increase in net income ($5.7 million versus $4.9 million).
Compared to prior year on an actual reported basis, fully-diluted
earnings per share for the second quarter of 1995 were up 6 percent
(54 cents versus 51 cents) on a 19 percent increase in sales ($90.4
million versus $75.8 million) and an 18 percent increase in net income
($5.7 million versus $4.9 million).
Fully-diluted earnings per share for the six months ended July 2,
1995, were 80 cents versus 70 cents for pro forma 1994, a 14 percent
increase. Sales for the same period compared with pro forma 1994
results were up 10 percent ($166.4 million versus $151.3 million),
while net income increased 17 percent to $8.6 million in 1995 from pro
forma $7.3 million in 1994. Compared to prior year on an actual
reported basis, fully-diluted earnings per share for the six months
ended July 2, 1995 were up 4 percent (80 cents versus 77 cents) on a
46 percent increase in sales ($166.4 million versus $113.8 million)
and a 33 percent increase in net income ($8.6 million versus $6.4
million).
The impact of changes in foreign exchange rates did not have a
significant impact on the comparison of the results of operations for
the first six months of 1995 or second quarter 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 second quarter of 1995
and year-to-date period ending in June 1995, were up 12 percent in
U.S. dollars for the quarter and 14 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
14<PAGE>
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
-----------------------------------------------------------
Results of Operations - continued
---------------------
and substantial gains in most European markets comparable to those
seen in the first quarter.
Beverage dispensing equipment sales, representing slightly more than
10 percent of the Company's sales in both the second quarter and six-
month period, were up 14 percent and 50 percent, respectively,
compared to actual results of the prior year's second quarter and
year-to-date periods, due primarily to the inclusion of Whitlenge's
results for the full period in 1995. Beverage dispensing equipment
sales for the second quarter of 1995 were flat and for year-to-date
June 1995 were up 5 percent compared to the same periods in the prior
year on a pro forma basis. In the year-to-date period, lower domestic
volume was offset by higher European sales from Whitlenge.
Sales of food preparation and storage equipment increased 37 percent
for the second quarter and 152 percent for the year-to-date period.
Sales of these products were up 3 percent in the second quarter and 9
percent 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. Food preparation and storage equipment represented
slightly less than one-third of the Company's sales in the second
quarter and year-to-date period ending June 1995.
The Company's gross profit margin for the quarter was approximately
one point lower than the prior-year period and approximately two
points lower than prior year for the six-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 six months
for Delfield and Whitlenge, which have historically lower gross profit
margins than most of the Company's other businesses.
Selling and administrative expenses increased by $0.9 million for the
quarter and $6.7 million for the six months ended June 1995 when
compared to the same periods in 1994 but, as a percentage of sales,
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 and reduced medical expense. The 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.
15<PAGE>
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
-----------------------------------------------------------
Results of Operations - continued
---------------------
Interest expense, net, increased by $0.3 million in the second quarter
of 1995 and by $1.0 million for the 1995 year-to-date period,
primarily the result of a full period'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 both the second quarter
of 1995 and the six months ended June 1995 was 46 percent, compared
with 45 percent for both 1994's second quarter and year-to-date
period. This higher rate is primarily attributable to a greater
percentage of earnings from higher taxed foreign operations and also
the impact of non-tax deductible goodwill 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 $1.5 million from
year end 1994 to July 2, 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 $18.5 million from December of 1994, inventory increased
by $1.8 million from December of 1994, and accounts payable increased
by $5.7 million from December of 1994. The increase in accounts
receivable was attributable to the sales increase when comparing the
fourth quarter of 1994 to the second quarter of 1995. The increases
in inventory and trade accounts payable reflect increased seasonal
activity.
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
six months of 1995 and the impact of favorable accumulated translation
adjustments on equity. These increases were partially offset by
dividends to shareholders.
The debt-to-capital ratio at July 2, 1995, was 47 percent compared
with 50 percent at year end 1994 and compared with 55 percent at July
3, 1994, (the quarter in which Delfield and Whitlenge were acquired by
the Company). Long-term debt increased from December 1994 as the
Company borrowed $9.0 million to partially finance its increased
working capital needs during the major selling season. The debt-to-
capital ratio decreased from year-end 1994 to July 2, 1995, as the
impact of the increase in long-term debt was more than offset by the
impact of the increase in equity.
On February 16, 1995, and May 18, 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, and June 30, 1995,
respectively.
17<PAGE>
PART II. OTHER INFORMATION
---------------------------
Item 1. Legal Proceedings
---------------------------
Patent Litigation Relating to the Booth Ice/Drink Dispenser
-----------------------------------------------------------
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. For a more detailed discussion of this
lawsuit, see Part I, Item 3, of the Company's Annual Report on
Form 10-K for the Fiscal Year Ended January 1, 1995.
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.
Litigation Relating to the Glenco Star Lease
--------------------------------------------
On May 3, 1995, an order was entered in the Circuit Court of
Jackson County, Missouri, dismissing, with prejudice, a lawsuit
filed by Glenco Holdings, Inc., the purchaser of the Company's
former Glenco Star division, and James E. Ferrell, a principal
shareholder of Glenco Holdings, Inc., SGI, and Boatmen's First
National Bank of Kansas City. This lawsuit was filed in
connection with certain disputes arising out of the lease of the
facility which housed the Company's former Glenco Star division.
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.
18<PAGE>
Item 4. Submission of Matters to a Vote of Security Holders
The Annual Meeting of Shareholders of Scotsman Industries, Inc.
was held on May 18, 1995, for the purpose of (i) electing three
directors, each to serve for a term of three years, and (ii)
voting upon a proposal to approve the Scotsman Industries, Inc.
Non-Employee Directors Stock Option Plan. Proxies for the
meeting were solicited by management pursuant to Regulation 14A
under the Securities Exchange Act of 1934, and there was no
solicitation in opposition to management's solicitation.
All three of management's nominees for director listed in the
proxy statement were elected. The results of the vote were as
follows:
Shares Broker
Voted Shares Non-
"FOR" "WITHHELD" Votes
------ --------- ------
Richard C. Osborne 8,306,411 16,192 -0-
Donald C. Clark 8,305,265 17,338 -0-
Timothy C. Collins 8,306,456 16,147 -0-
The proposal to approve the Scotsman Industries, Inc. Non-
Employee Directors Stock Option Plan was approved. The results
of the vote were as follows:
Shares voted "FOR" 7,915,470
Shares voted "AGAINST" 343,548
Shares "WITHHELD" 63,585
Broker Non-Votes 0
The following persons continued their terms of office as
directors of the Company following the Annual Meeting: Frank W.
Considine, George D. Kennedy, James J. O'Connor, Robert G.
Rettig, and Matthew O. Diggs, Jr.
19<PAGE>
Item 6. Exhibits and Reports
on Form 8-K
--------------------
(a) Exhibits. The following exhibits are filed as part of this
report. Each management contract or compensatory
arrangement required to be filed as an exhibit to this
report has been marked with an asterisk.
Exhibit 10.1* Scotsman Industries, Inc. Non-Employee
Directors Stock Option Plan (incorporated
herein by reference to the Registrant's Proxy
Statement for its 1995 Annual Meeting of
Shareholders, as filed with the Commission on
March 29, 1995, File Number 1-10182).
Exhibit 27 Article 5 Financial Data Schedule for the
Period Ended July 2, 1995.
(b) The Registrant filed no reports on Form 8-K during the
quarterly period ended July 2, 1995.
20<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 August 15, 1995 By: /s/ Donald D. Holmes
--------------- -------------------------
Donald D. Holmes
Vice President-Finance
and Secretary
21<PAGE>
EXHIBIT INDEX
Number Description Page Number
----- ----------- -----------
10.1 Scotsman Industries, Inc. Non-Employee
Directors Stock Option Plan
(incorporated herein by reference to the
Registrant's Proxy Statement for its
1995 Annual Meeting of Shareholders, as
filed with the Commission on March 29,
1995, File Number 1-10182).
27 Article 5 Financial Data Schedule for
the Period Ended July 2, 1995.<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND> This schedule contains summary
financial information extracted
from Scotsman Industries, Inc.
Condensed Balance Sheet (Unaudited)
as of July 2, 1995 and Scotsman
Industries, Inc. Condensed
Statement of Income (Unaudited) for
the Six Months Ended July 2, 1995
and is qualified in its entirety by
reference to such financial
statements.
<MULTIPLIER> 1000
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-02-1995
<PERIOD-END> JUL-02-1995
<PERIOD-TYPE> 6-MOS
<CASH> 11,292
<SECURITIES> 0
<RECEIVABLES> 68,695
<ALLOWANCES> 2,531
<INVENTORY> 50,453
<CURRENT-ASSETS> 138,158
<PP&E> 41,604
<DEPRECIATION> 33,872
<TOTAL-ASSETS> 277,077
<CURRENT-LIABILITIES> 64,363
<BONDS> 94,100
<COMMON> 914
0
2,000
<OTHER-SE> 103,775
<TOTAL-LIABILITY-AND-EQUITY> 277,077
<SALES> 166,437
<TOTAL-REVENUES> 166,437
<CGS> 120,345
<TOTAL-COSTS> 120,345
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 3,321
<INCOME-PRETAX> 15,921
<INCOME-TAX> 7,362
<INCOME-CONTINUING> 8,559
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 8,559
<EPS-PRIMARY> 0.90
<EPS-DILUTED> 0.80
<PAGE>
</TABLE>
