<PAGE>
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarter Ended April 30, 1996
Commission File Number 1-11160
GLOBAL INDUSTRIAL TECHNOLOGIES, INC.
-----------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 75-2617871
- - ------------------------------- -------------------
(State or other jurisdiction of (IRS Employer
incorporation or organization Identification No.)
2121 San Jacinto Street
Suite 2500, L. B. 31
Dallas, Texas 75201
- - ------------------------------ ---------------------
(Address of principal executive (Zip Code)
offices)
(Registrant's telephone number, including area code) (214) 953-4500
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, and (2) has been subject to such filing requirements
for the past 90 days.
Yes X . No. .
----- ------
At May 31, 1996, 22,713,878 shares of Common Stock, par value $0.25 of the
Registrant were outstanding.
Page 1 of 16
Exhibit Index Appears on Page 16
<PAGE>
INDEX
<TABLE>
<CAPTION>
Page
Number
- - ------
<S> <C> <C>
Part I. Financial Information
Management's Representation 3
Consolidated Condensed Statements of Earnings
for the three months and six months ended
April 30, 1996 and 1995 4
Consolidated Condensed Balance Sheets as of
April 30, 1996 and October 31, 1995 5-6
Consolidated Condensed Statements of Cash Flows
for the six months ended April 30, 1996 and 1995 7
Notes to Consolidated Condensed Financial Statements 8-10
Management's Discussion and Analysis 11-15
Part II. Other Information 15
Signature 16
Exhibit Index 15
</TABLE>
2
<PAGE>
PART I
FINANCIAL INFORMATION
MANAGEMENT'S REPRESENTATION
The consolidated condensed financial statements included herein have been
prepared by the Company pursuant to the rules and regulations of the Securities
and Exchange Commission. Certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally accepted
accounting principles have been condensed. The Company believes that the
disclosures are adequate to make the information presented not misleading.
These consolidated condensed financial statements should be read in conjunction
with the financial statements and the notes to consolidated financial statements
included in the Annual Report, Form 10-K/A for the fiscal year ended October 31,
1995.
In the opinion of the Company, all adjustments have been included that are
necessary to present fairly the financial position of Global Industrial
Technologies, Inc. and subsidiaries as of April 30, 1996; the results of
operations for the three and the six months ended April 30, 1996 and 1995; and
the cash flows for the six months ended April 30, 1996 and 1995. These
adjustments consisted of normal recurring items. The results of operations for
such interim periods do not necessarily indicate the results for the full year.
3
<PAGE>
GLOBAL INDUSTRIAL TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF EARNINGS
(in millions except per share data)
<TABLE>
<CAPTION>
Three months ended Six months ended
April 30, April 30,
------------------ --------------------
1996 1995 1996 1995
-------- ------- -------- --------
(Unaudited) (Unaudited)
<S> <C> <C> <C> <C>
Revenues
Net sales and operating revenues $154.9 $141.3 $304.2 $267.0
Other 0.3 0.7 0.9 1.3
------ ------ ------ ------
Total Revenues 155.2 142.0 305.1 268.3
------ ------ ------ ------
Costs and Expenses
Cost of sales 110.7 98.6 222.4 192.0
Selling, engineering, adminstrative and
general expenses 32.4 32.9 63.9 62.9
(Earnings) loss from affiliated companies (0.1) (0.6) (0.3) (1.0)
Other - net (0.3) 1.2 (0.2) 1.3
------ ------ ------ ------
Total Costs and Expenses 142.7 132.1 285.8 255.2
------ ------ ------ ------
Earnings before income taxes 12.5 9.9 19.3 13.1
Income tax (provision) benefit (2.3) -- (3.5) --
------ ------ ------ ------
Net earnings $ 10.2 $ 9.9 $ 15.8 $ 13.1
====== ====== ====== ======
Earnings per common share $ 0.45 $ 0.43 $ 0.70 $ 0.57
====== ====== ====== ======
Average common shares outstanding 22.7 22.7 22.6 22.8
====== ====== ====== ======
</TABLE>
See accompanying Notes to Consolidated Condensed Financial Statements
4
<PAGE>
GLOBAL INDUSTRIAL TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
(in millions)
<TABLE>
<CAPTION>
ASSETS April 30, 1996 October 31, 1995
- - ------ (Unaudited) (Audited)
-------------- ----------------
<S> <C> <C>
Current Assets
Cash and cash equivalents $ 7.0 $ 21.1
Notes and accounts receivable
Public 120.6 113.0
Unconsolidated affiliates 1.3 2.6
------ ------
121.9 115.6
Less allowance for doubtful accounts 3.5 3.6
------ ------
118.4 112.0
Inventories
Finished products and work in process 98.5 84.3
Raw materials and supplies 45.4 29.0
------ ------
143.9 113.3
------ ------
Deferred income taxes 38.5 38.5
Asbestos insurance recoveries receivable 26.5 25.4
Prepaid expenses 7.8 8.5
------ ------
Total Current Assets 342.1 318.8
Investments in Unconsolidated Affiliates 17.6 17.1
Noncurrent Deferred Income Taxes 16.7 16.7
Goodwill - net 83.1 22.3
Other Assets 60.3 52.1
Property, Plant and Equipment - at cost
Land, land improvements and mineral deposits 31.8 31.4
Buildings 85.7 81.8
Machinery and equipment 338.8 313.7
------ ------
456.3 426.9
Less accumulated depreciation, depletion and amortization 277.5 269.5
------ ------
Total properties - net 178.8 157.4
------ ------
Total Assets $698.6 $584.4
====== ======
</TABLE>
See accompanying Notes to Consolidated Condensed Financial Statements.
5
<PAGE>
GLOBAL INDUSTRIAL TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
(in millions)
<TABLE>
<CAPTION>
April 30, 1996 October 31, 1995
LIABILITIES AND SHAREHOLDER'S EQUITY (Unaudited) (Audited)
- - ------------------------------------- -------------- ----------------
<S> <C> <C>
Current Liabilities
Accounts payable $ 47.2 $ 41.7
Notes payable and current portion of long-term debt 74.2 42.7
Advances from customers on contracts 3.7 16.7
Accrued compensation and benefits 18.8 27.0
Insurance reserves 13.0 12.3
Income taxes currently payable 12.2 11.0
Current deferred income taxes 7.0 7.2
Asbestos related liabilities 28.3 27.9
Other accrued liabilities 31.3 31.2
------ ------
Total Current Liabilities 235.7 217.7
Long-term Debt 77.0 2.3
Pension Plans and Other Retiree Benefits 58.7 58.6
Noncurrent Deferred Income Taxes 5.3 5.3
Other Liabilities 49.4 38.9
Shareholders' Equity
Common Stock 6.8 6.8
Capital in excess of par value 382.9 383.2
Retained Earnings (Deficit) 0.3 (15.5)
Cumulative translation adjustment (52.3) (46.3)
Treasury stock, at cost (59.8) (61.2)
Other (5.4) (5.4)
------ ------
Total Shareholders' Equity 272.5 261.6
------ ------
Total Liabilities and Shareholders' Equity $698.6 $584.4
====== ======
</TABLE>
See accompanying Notes to Consolidated Condensed Financial Statements.
6
<PAGE>
GLOBAL INDUSTRIAL TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)
<TABLE>
<CAPTION>
Six months ended
April 30,
------------------
1996 1995
-------- --------
(Unaudited)
<S> <C> <C>
Cash flows from operating activities
Net earnings $ 15.8 $ 13.1
Adjustments to reconcile net earnings to cash flow
Depreciation, depletion and amortization 9.6 8.4
Earnings from affiliated companies (0.3) (1.0)
(Increase) decrease in receivables 3.1 (8.1)
Increase in inventories (23.7) (3.8)
(Increase) decrease in prepaid expenses 1.2 (1.2)
Decrease in accounts payable and accrued liabilities (9.8) (7.0)
Increase (decrease) in advances from customers (13.9) 5.2
Increase (decrease) in income taxes payable 1.0 (1.4)
Other - net (5.0) (1.8)
------ ------
Net cash generated (used) by operating activities (22.0) 2.4
------ ------
Cash flows from investing activities
Business acquisitions (70.9) (37.8)
Liquidation of investment in unconsolidated subsidiary -- 5.6
Capital expenditures (24.2) (12.0)
------ ------
Net cash provided (used) by investing activities (95.1) (44.2)
------ ------
Cash flows from financing activities
Proceeds from borrowings 105.5 75.0
Reduction of debt (3.2) (33.9)
Options exercised under employee benefit plans 1.7 --
Purchase of common shares (0.8) (5.9)
------ ------
Net cash provided (used) by financing activities 103.2 35.2
------ ------
Effect of translation adjustments on cash (0.2) (1.8)
------ ------
Net decrease in cash and cash equivalents (14.1) (8.4)
Cash and cash equivalents, beginning of period 21.1 27.3
------ ------
Cash and cash equivalents, end of period $ 7.0 $ 18.9
====== ======
</TABLE>
See accompanying Notes to Consolidated Condensed Financial Statements
7
<PAGE>
GLOBAL INDUSTRIAL TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
April 30, 1996
NOTE A - INTRODUCTION
The Company, Global Industrial Technologies, Inc. (Global) together with its
subsidiaries and unconsolidated joint ventures conducts its business in three
segments; the mining and specialty equipment division, the minerals and
refractory products division and the industrial tool division. In addition to
its wholly owned operations, the Company has a 50% interest in KOMDRESCO, a
construction and mining equipment operation in South Africa.
NOTE B - INVENTORIES
The determination of inventory values and cost of sales under the LIFO method
for interim financial results are based on management's estimates of expected
year-end inventories.
NOTE C - INCOME TAXES
In accordance with Statement of Financial Accounting Standards No. 109, the
Company recognizes deferred tax assets and liabilities for the anticipated
future tax effect of temporary differences in the carrying amounts and tax bases
of assets and liabilities. Valuation allowances against deferred tax assets are
provided where appropriate and at October 31, 1995, the Company had deferred tax
valuation allowances of approximately $18.3 million.
For the first six months of fiscal 1996, the Company recorded a tax provision of
$3.5 million or 18% of reported earnings before taxes which includes a $3.3
million deferred tax benefit resulting from a reassessment of the Company's
valuation allowances. The tax provision during the same period of fiscal 1995
was zero, also due to a reassessment of the Company's valuation allowances. The
valuation allowances in both years were released based on a reassessment of the
Company's ability to realize the related deferred tax assets.
For the second quarter of fiscal 1996, the Company's tax provision increased by
$2.3 million and included $1.1 million deferred tax benefit resulting from a
reassessment of the Company's valuation allowances. The tax provision during
the second quarter of fiscal 1995 was zero, also due to a reassessment of the
Company's valuation allowances.
8
<PAGE>
GLOBAL INDUSTRIAL TECHNOLOGIES INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
April 30, 1996
NOTE D - CONTINGENCIES
The Company and its subsidiaries are involved in certain legal actions and
claims arising in the ordinary course of business. A scheduled trial of the
claims of five of approximately 1,920 plaintiffs in the consolidated action
captioned Roy D. Patton, et al. v. Ingersoll-Rand Company, et al., Circuit Court
of Jackson County, Mississippi, No. 89-5148(3), filed April 1989, for noise
induced hearing loss allegedly caused by the use of tools manufactured by
multiple defendants, including the Company, has been postponed from May 1996
until at least January 1997. They will be the first of approximately 3,650
hearing loss claims asserted against the Company in Jackson County to be tried.
For a description of other products liability claims against the Company, see
NOTE H to Consolidated Financial Statements contained in the Company's Annual
Report on Form 10-K/A for the fiscal year ended October 31, 1995.
NOTE E - ACQUISITIONS
On December 21, 1995, the Company acquired 100 percent of the outstanding stock
of The Rotor Tool Company (Rotor) for $34.5 million. Rotor is a Cleveland, Ohio
based manufacturer of fixturized and specialty engineered electric and pneumatic
tools used primarily in automotive assembly operations. The acquisition was
accounted for as a purchase and includes approximately $22.5 million of
goodwill. Rotor's financial results since acquisition are included as part of
the industrial tool division's 1996 earnings.
On January 12, 1996, the Company acquired substantially all of the assets of
Corrosion Technologies, Inc. (CTI) for $36.3 million in cash and assumed
liabilities of $6.0 million. CTI, founded in Green Bay, Wisconsin, has
developed and patented advanced polymer concrete tankhouse cells used in the
electrolytic refining of copper. The acquisition has been accounted for as a
purchase and includes approximately $38 million of goodwill which will be
amortized over a 20 year period. CTI results are reported as part of the mining
and specialty equipment division since the date of acquisition.
NOTE F - NOTES PAYABLE AND LONG-TERM DEBT
On January 31, 1996, the Company issued $75 million of unsecured, medium-term
senior notes with institutional lenders in the private placement market to
provide long-term financing for acquisitions, primarily for CTI and Rotor. Of
the $75 million, $25 million is due January 31, 2002 and $50 million has a ten
year maturity with an
9
<PAGE>
GLOBAL INDUSTRIAL TECHNOLOGIES INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
April 30, 1996
average life of seven years. The blended interest rate for the two series of
notes is approximately 6.6 percent per annum. The Company's total indebtedness,
both short-term and long-term, at April 30, 1996 was $151.2 million.
NOTE G - INFORMATION BY INDUSTRY SEGMENT
The Company's three industry segments are the Mining and Specialty Equipment
Division, the Minerals and Refractory Products Division and the Industrial Tool
Division. Sales and operating profit results are presented below for the three
and the six months ended April 30, 1996 and 1995.
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
April 30, April 30,
1996 1995 1996 1995
---- ---- ---- ----
<S> <C> <C> <C> <C>
Revenues
Minerals and Refractory Products $ 81.6 $ 77.0 $159.9 $148.6
Industrial Tool 24.2 17.5 43.0 33.7
Mining and Specialty Equipment 49.1 46.8 101.3 84.7
Other 0.3 0.7 .9 1.3
------ ------ ------ ------
Total Revenues 155.2 142.0 305.1 268.3
------ ------ ------ ------
Operating Profit
Mineral and Refractory Products 10.7 9.2 19.0 15.4
Industrial Tool 3.8 1.8 5.4 2.9
Mining and Specialty Equipment 4.3 4.3 7.1 5.5
50% Share Partnerships .1 0.6 0.3 1.0
------ ------ ------ ------
Net Operating Profit 18.9 15.9 31.8 24.8
------ ------ ------ ------
General Corporate Expense (6.4) (6.0) (12.5) (11.7)
Other Non-Segment, Net 0.0 0.0 0.0 0.0
------ ------ ------ ------
Earnings Before Income Taxes 12.5 9.9 19.3 13.1
Income Tax Provision (2.3) 0.0 (3.5) 0.0
------ ------ ------ ------
Net Earnings 10.2 9.9 15.8 13.1
------ ------ ------ ------
</TABLE>
10
<PAGE>
GLOBAL INDUSTRIAL TECHNOLOGIES, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS
April 30, 1996
RESULTS OF OPERATIONS
- - ---------------------
Three Months and Six Months ended April 30, 1996 compared to April 30, 1995.
The Company had net earnings for the first six months of 1996 of $15.8 million
or $0.70 per share versus net earnings of $13.1 million or $.57 per share in
1995. Earnings before income taxes for the quarter ended April 30, 1996 were
$12.5 million compared to $9.9 million for the same period in 1995. The income
tax provisions for the three and six month periods ended April 30, 1996 were
$2.3 million and $3.5 million, respectively. There was no income tax provision
for the three and six month periods ended April 30, 1995. The Company's income
tax expense for the six months ended April 30, 1996 and 1995 consisted of both
current and deferred tax provisions totaling $6.8 million and $5.3 million,
respectively. The 1996 tax provision was reduced by $3.3 million and the 1995
tax provision was completely offset by the release of valuation allowances based
on specific events that occurred during the periods. The valuation allowances
were established in prior periods to impair deferred tax assets based on the
Company's ability to generate future taxable income. The deferred tax assets
were generated primarily by large book expenses which were not deductible for
tax purposes in the same period.
Segment operating profit for the six months was $31.5 million in fiscal 1996
compared to $23.8 million in 1995, an increase of $7.7 million (32%); and $18.8
million for the second quarter in 1996 versus $15.3 million for the
corresponding quarter in 1995, an increase of $3.5 million (23%). Although
increases occurred in all segments, growth in operating profits was primarily
attributable to the earnings contribution of the recent acquisitions. The
minerals and refractory products division contributed an additional $3.6 million
for the six months and $1.5 million for the quarter due principally to the
acquisitions of refractory operations in Mexico and Chile. The industrial tool
division generated an additional $2.5 million in profits for the six months and
$2.0 million for the quarter due primarily to the acquisition of Rotor Tool
Company. General corporate expenses were higher for the six months ended April
30, 1996 versus 1995 due mostly to interest expense in 1996 of $3.8 million on
the borrowings versus interest expense for the same period in 1995 of $2.6
million for a variance of $1.2 million. For the quarter, these expenses were
higher than in 1995 due mostly to interest expense of $2.7 million versus
interest expense of $1.6 million for 1995, a variance of $1.1 million.
Consolidated revenues of $305.1 million for the first six months of fiscal 1996
were up $36.8 million (14%), from $268.3 million in the prior year period. For
the quarter ended April 30, 1996, consolidated revenues of $155.2 million were
up $13.2 million (9%) from $142.0 million for the prior year. For the six
months ended April 30, 1996, the increase occurred primarily in the mining and
specialty equipment division. An
11
<PAGE>
GLOBAL INDUSTRIAL TECHNOLOGIES, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS
April 30, 1996
increase in surface mining products equipment orders and improved forging
capacity has positively benefited shipments. For the quarter ended April 30,
1996, the largest increases were from the acquisitions. CTI contributed an
incremental $6.4 million and Rotor, $5.8 million.
Total costs and expenses for the first six months of 1996 were $285.8 million,
up $30.6 million (12%) from $255.2 million for the same period in 1995. Costs
of sales were $30.4 million (16%) higher than the prior year period due to the
higher sales volume generated from the lower margin surface mining equipment and
higher sales volume from the recent acquisitions within the mining and specialty
equipment division and the industrial tool division. Selling, engineering,
administrative and general expenses were only $1.0 million (2%) higher than in
the six months ended April 30, 1995. For the second quarter of 1996, total
costs and expenses were $142.7 million, up $10.6 million (8%) from the same
period in 1995. Cost of sales were $110.7 million or $12.1 million (12%) higher
than in 1995.
Global's consolidated backlog of unshipped orders was $183 million at April 30,
1996 compared to $161.1 million at October 31, 1995 and $145.3 million at April
30, 1995. The increase in unshipped orders from the year earlier period is due
primarily to increased demand for minerals and refractory products and the
recent acquisitions of CTI and Rotor.
SEGMENT RESULTS
- - ---------------
Mining and Specialty Equipment Division
- - ---------------------------------------
The segment's consolidated revenues for the first six months of fiscal 1996 of
$101.3 million were up $16.6 million (20%) from the same period in 1995. The
higher sales volume is attributable to a higher demand for surface mining
equipment which generated $19.8 million of incremental sales for the period,
together with the acquisition of CTI and improved sales of forgings due to
increased production capacity in fiscal 1996 compared to the same period in
1995. These increases were offset by the loss of sales from the Jeffrey
Underground operation which was sold in October 1995. Jeffrey Underground
accounted for $17.7 million in sales for the six months ended April 30, 1995.
Segment operating profit reflected earnings of $7.1 million for the first six
months of fiscal 1996 compared to $5.5 million for 1995, an increase of $1.6
million (30%). The higher earnings were due to the improved sales volume at the
surface mining and forging operations.
12
<PAGE>
GLOBAL INDUSTRIAL TECHNOLOGIES, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS
April 30, 1996
For the second quarter of 1996, revenues and operating profits were $49.1
million and $4.3 million, respectively, compared to 1995 revenues of $46.8
million and operating profit of $4.3 million.
On January 12, 1996, the Company acquired substantially all of the assets of
CTI and its related worldwide operations, for $36.3 million in cash and assumed
liabilities of $6.0 million. CTI has developed and patented advanced polymer
concrete tankhouse cells used in the electrolytic refining of copper. The six
month results of the Company include results of CTI for the three months since
acquisition.
Minerals and Refractory Products Division
- - -----------------------------------------
Revenues and operating profit for the first six months of fiscal 1996 of $159.9
million and $19.0 million were $11.3 million (8%) and $3.6 million (23%)
greater, respectively, than 1995 revenues of $148.6 million and operating profit
of $15.4 million. These improvements were driven largely by strong performances
at Refmex and RECSA, the Company's refractory operations in Mexico and Chile, as
well as increased external sales of raw materials. For the quarter, revenues of
$81.6 million and operating profit of $10.7 million compared to $77.0 million
and $9.2 million, respectively for the year earlier period.
Industrial Tool Division
- - ------------------------
On December 21, 1995, the Company acquired 100 percent of the outstanding stock
of Rotor for $34.5 million. Rotor is a manufacturer of fixturized and specialty
engineered tools used primarily in automotive assembly operations. Rotor's
operations are included for four months of the industrial tool division's six
month results.
Revenues of $43.0 million for the first six months of fiscal 1996 were $9.3
million (28%) higher than the prior year. The increase is due to the
acquisition of Rotor which contributed an incremental $7.6 million of sales in
the six months. There was also an increase in shipments of assembly tools to
Mexico and Germany which accounted for the remainder of the increased sales
volume. Segment operating profit of $5.4 million for the same period is $2.5
million (86%) higher than for the first six months of 1995. The favorable
segment operating results are primarily due to the Rotor acquisition.
Revenues of $24.2 million and operating earnings of $3.8 million for the quarter
were
13
<PAGE>
GLOBAL INDUSTRIAL TECHNOLOGIES, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS
April 30, 1996
up from the year earlier period revenues of $17.5 million and operating earnings
of $1.8 million. Again, the inclusion of Rotor's results for the entire quarter
was the main reason for the increases.
LIQUIDITY, CAPITAL RESOURCES AND FINANCIAL CONDITION
- - ----------------------------------------------------
Cash and cash equivalents were $7.0 million at April 30, 1996, $14.1 million
lower than at October 31, 1995. The net cash used by operating activities was
$22.0 million for the first six months of fiscal 1996, which consists mostly of
an increase in inventories during the period of $23.7 million and a decrease in
advances from customers of $13.9 million. The investing activities consisted
of $70.9 million for the acquisitions of the CTI and Rotor businesses and
$24.2 million for capital equipment at the operating units. The financing
activities for the period generated $103.2 million consisting of $102.3 million
of net proceeds from borrowings plus $1.7 million for the options exercised
under employee benefit plans.
On January 31, 1996, the Company issued $75 million of unsecured, medium-term
senior notes with institutional lenders in the private placement market to
provide long-term financing for acquisitions, primarily CTI and Rotor. Of the
$75 million, $25 million is due January 31, 2002 and $50 million has a ten year
maturity with an average life of seven years. The blended interest rate for
the two series of notes is approximately 6.6 percent per annum. Management
believes that internally-generated funds and proceeds of short-term borrowings
under existing credit facilities will be adequate to meet working capital and
capital expenditure requirements while maintaining an appropriate debt to total
capitalization ratio.
The Company's current ratio at April 30, 1996 of 1.5 to 1 was virtually
unchanged from October 31, 1995. The Company has outstanding debt of $151.2
million.
14
<PAGE>
PART II
OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
- - ------- ---------------------------------------------------
(a) The annual meeting of shareholders of Global was held on March 20,
1996.
(b) At the meeting, S.B. Casey, Jr. and Gene E. Leeson were elected
Directors to serve for a term expiring at the annual meeting of
shareholders to be held in 1999. D. H. Blake, Rawles Fulgham,
J. L. Jackson and R. W. Vieser continued in office as directors after
the meeting.
Nominees: For Withheld Non-Votes
--------- --- -------- ---------
S. B. Casey, Jr. 19,511,041 893,646 0
Gene E. Leeson 19,507,835 896,852 0
(c) In addition, the shareholders voted at the meeting upon a proposed
amendment to and restatement of the Restated Certificate of
Incorporation of Harbison-Walker Refractories Company. The results of
the voting on such proposal were as follows:
Shares Shares Number Number of
Voted Voted of Broker
For Against Abstentions Non-Votes
------ ------- ----------- ---------
17,283,583 662,639 95,204 2,363,261
Item 6: EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits -
27 Financial Data Schedule
(b) No reports on Form 8-K were filed during the second quarter,
ended April 30, 1996.
15
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
GLOBAL INDUSTRIAL TECHNOLOGIES, INC.
By: /s/ Gary G. Garrison
-----------------------------------------------
G. G. Garrison
Vice President-Finance, Chief Financial Officer
(Authorized Officer and Principal Financial
Officer)
Dated: June 10, 1996
16
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> OCT-31-1996
<PERIOD-START> NOV-01-1995
<PERIOD-END> APR-30-1996
<CASH> 7,000
<SECURITIES> 0
<RECEIVABLES> 121,900
<ALLOWANCES> 3,500
<INVENTORY> 143,900
<CURRENT-ASSETS> 342,100
<PP&E> 456,300
<DEPRECIATION> 277,500
<TOTAL-ASSETS> 698,600
<CURRENT-LIABILITIES> 235,700
<BONDS> 0
0
0
<COMMON> 6,800
<OTHER-SE> 265,700
<TOTAL-LIABILITY-AND-EQUITY> 698,600
<SALES> 304,200
<TOTAL-REVENUES> 305,100
<CGS> 222,400
<TOTAL-COSTS> 285,800
<OTHER-EXPENSES> (200)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 19,300
<INCOME-TAX> (3,500)
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 15,800
<EPS-PRIMARY> .70
<EPS-DILUTED> .70
</TABLE>
