-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, iMtgu7hzTCEBB6u2USCq59TFSBiPaqOFmkkZ4ZACrdEY0ar1gN9uWIAY62NLSLiQ rGijxA0qVrGqW6+zuGR5UQ== 0000040834-94-000014.txt : 19940817 0000040834-94-000014.hdr.sgml : 19940817 ACCESSION NUMBER: 0000040834-94-000014 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19940630 FILED AS OF DATE: 19940810 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GENERAL SIGNAL CORP CENTRAL INDEX KEY: 0000040834 STANDARD INDUSTRIAL CLASSIFICATION: 3669 IRS NUMBER: 160445660 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-00996 FILM NUMBER: 94542727 BUSINESS ADDRESS: STREET 1: ONE HIGH RIDGE PARK CITY: STAMFORD STATE: CT ZIP: 06904 BUSINESS PHONE: 2033578800 MAIL ADDRESS: STREET 1: P O BOX 10010 CITY: STAMFORD STATE: CT ZIP: 06904 FORMER COMPANY: FORMER CONFORMED NAME: GENERAL RAILWAY SIGNAL CO DATE OF NAME CHANGE: 19710926 10-Q 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) (X) QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Quarter Ended June 30, 1994 Commission file number 1-996 OR ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 GENERAL SIGNAL CORPORATION (Exact name of registrant as specified in its charter) New York 16-0445660 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) High Ridge Park, Box 10010, Stamford, Connecticut 06904 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (203) 329-4100 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Sections 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. X (Yes) (No) Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Common Stock, par value $1.00 47,283,366 shares (Class) (Outstanding at July 29, 1994) PART I: FINANCIAL INFORMATION ITEM I: FINANCIAL STATEMENTS GENERAL SIGNAL CORPORATION AND CONSOLIDATED SUBSIDIARIES Condensed Statement of Earnings (In thousands, except per share data) (Unaudited) Three Months Ended June 30, 1994 1993 Net sales $ 426,730 $ 386,473 Cost of sales 304,431 288,384 Selling, general and administrative expenses 82,307 76,696 Dispositions of businesses and restructuring - - (12,100) 386,738 352,980 Operating earnings 39,992 33,493 Interest expense, net (2,822) (4,663) Earnings before income taxes 37,170 28,830 Income taxes 12,183 9,379 Earnings before extraordinary charge 24,987 19,451 Extraordinary charge -- (6,576) Net earnings $ 24,987 $ 12,875 Earnings per share of common stock: Earnings before extraordinary charge $ 0.53 $ 0.44 Extraordinary charge -- (0.15) Net earnings $ 0.53 $ 0.29 Dividends declared per common share $ 0.225 $ 0.225 Average common shares outstanding 47,308 44,012 See accompanying notes to financial statements. GENERAL SIGNAL CORPORATION AND CONSOLIDATED SUBSIDIARIES Condensed Statement of Earnings (In thousands, except per share data) (Unaudited) Six Months Ended June 30, 1994 1993 Net sales $ 815,270 $ 763,689 Cost of sales 577,403 555,556 Selling, general and administrative expenses 157,198 154,089 Dispositions of businesses and restructuring - - (12,100) 734,601 697,545 Operating earnings 80,669 66,144 Interest expense, net (5,551) (10,549) Earnings before income taxes 75,118 55,595 Income taxes 25,540 18,183 Earnings before extraordinary charge and cumulative effect of accounting change 49,578 37,412 Extraordinary charge - - (6,576) Cumulative effect of accounting change - - (25,300) Net earnings $ 49,578 $ 5,536 Earnings per share of common stock: Earnings before extraordinary charge and cumulative effect of accounting change $ 1.05 $ 0.87 Extraordinary charge - - (0.15) Cumulative effect of accounting change - - (0.59) Net earnings $ 1.05 $ 0.13 Dividends declared per common share $ 0.45 $ 0.45 Average common shares outstanding 47,359 43,215 See accompanying notes to financial statements. GENERAL SIGNAL CORPORATION AND CONSOLIDATED SUBSIDIARIES Condensed Balance Sheet (In thousands) (Unaudited) June 30, December 31, Assets 1994 1993 Current assets: Cash and cash equivalents $ 8,389 $ 1,253 Accounts receivable 280,023 255,534 Inventories 229,516 196,286 Prepaid expenses and other current assets 51,780 55,482 Deferred income taxes 59,263 60,315 Assets held for sale at estimated realizable value - - 25,675 628,971 594,545 Property, plant, and equipment 293,185 263,353 Intangibles 188,756 184,240 Other assets 148,147 134,314 Deferred income taxes 47,755 48,389 $1,306,814 $1,224,841 See accompanying notes to financial statements. GENERAL SIGNAL CORPORATION AND CONSOLIDATED SUBSIDIARIES Condensed Balance Sheet (In thousands) (Unaudited) June 30 December 31 Liabilities and Shareholders' Equity 1994 1993 Current liabilities: Short-term borrowings and current maturities of long-term debt $ 9,247 $ 9,334 Accounts payable 149,230 131,300 Accrued expenses 146,051 177,829 Income taxes 23,860 7,385 328,388 325,848 Long-term debt, less current maturities 250,740 191,382 Accrued postretirement and postemployment obligations 163,404 173,693 Other liabilities 8,461 8,732 Total long-term liabilities 422,605 373,807 Shareholders' equity: Common stock, authorized 150,000 shares; issued 63,532 shares at June 30, 1994 and 63,360 shares at December 31, 1993 77,254 77,082 Additional paid-in capital 276,975 271,958 Retained earnings 611,367 583,099 Cumulative translation adjustments (3,436) (8,483) Common stock in treasury, at cost; 16,287 shares at June 30, 1994 and 16,017 shares at December 31, 1993 (406,339) (398,470) Total shareholders' equity 555,821 525,186 $1,306,814 $1,224,841 See accompanying notes to financial statements GENERAL SIGNAL CORPORATION AND CONSOLIDATED SUBSIDIARIES Condensed Statement of Cash Flows (In thousands) (Unaudited) Increase (Decrease) in Cash and Cash Equivalents Six Months Ended June 30, 1994 1993 CASH FLOWS FROM OPERATING ACTIVITIES: Earnings before extraordinary charge and cumulative effect of accounting change $ 49,578 $ 37,412 Adjustments to reconcile net earnings to net cash from operating activities: Depreciation and amortization 27,183 24,770 Pension credits (6,500) (6,235) Other, net (2,713) 13,708 Changes in working capital (53,560) (51,571) Net cash from operating activities 13,988 18,084 CASH FLOWS FROM INVESTING ACTIVITIES: Dispositions 19,110 95,917 Capital expenditures (36,329) (24,838) Acquisitions (20,463) (7,735) Other, net (3,207) 2,701 Net cash from investing activities (40,889) 66,045 CASH FLOWS FROM FINANCING ACTIVITIES: Net change in short and long-term borrowings 59,105 (173,285) Dividends paid (21,330) (18,989) Issuance of common stock 2,722 134,465 Repurchase of common stock (6,675) - - Extraordinary charge - - (6,576) Net cash from financing activities 33,822 (64,385) Effect of exchange rate changes on cash 215 (337) Net change in cash and cash equivalents 7,136 19,407 Cash and cash equivalents at beginning of period 1,253 16,455 Cash and cash equivalents at end of period $ 8,389 $ 35,862 See accompanying notes to financial statements. GENERAL SIGNAL CORPORATION AND CONSOLIDATED SUBSIDIARIES Notes to Condensed Financial Statements (Unaudited) 1. The accompanying unaudited financial statements reflect all adjustments (consisting solely of normal, recurring items) necessary for the fair presentation of results for these interim periods. These results are based upon generally accepted accounting principles consistently applied with those used in the preparation of the company's 1993 Annual Report on Form 10-K. 2. Inventories June 30, December 31, 1994 1993 (In thousands) Finished goods $ 66,065 $ 56,066 Work-in-process 68,402 63,343 Raw material and purchased parts 121,436 103,985 Total FIFO cost 255,903 223,394 Excess of FIFO cost over LIFO inventory value (26,387) (27,108) Net carrying value $ 229,516 $ 196,286 3. Business Segment Information Three Months Ended June 30, 1994 1993 (In thousands) Net sales: Process Controls $ 189,300 $ 182,500 Electrical Controls 152,300 135,600 Industrial Technology 85,200 68,400 $ 426,800 $ 386,500 Operating earnings: Process Controls $ 19,500 $ 6,100 Electrical Controls 10,900 4,900 Industrial Technology 13,900 11,500 Dispositions and restructurings - - 12,100(1) Total operating earnings before unallocated expenses, equity income and interest 44,300 34,600 Equity income (100) 300 Interest expense (2,800) (4,600) Unallocated expenses (4,200) (1,500) Earnings before income taxes $ 37,200 $ 28,800 3. Business Segment Information Six Months Ended June 30, (cont.) 1994 1993 (In thousands) Net sales: Process Controls $ 372,700 $ 359,500 Electrical Controls 286,800 273,600 Industrial Technology 155,800 130,600 $ 815,300 $ 763,700 Operating earnings: Process Controls $ 42,300 $ 23,600 Electrical Controls 20,500 14,200 Industrial Technology 24,300 20,900 Dispositions and restructurings - - 12,100(1) Total operating earnings before unallocated expenses, equity income and interest 87,100 70,800 Equity income 600 500 Interest expense,net (5,500) (10,500) Unallocated expenses (7,100) (5,200) Earnings before income taxes $ 75,100 $ 55,600 (1)Includes $42.6 million of excess SEO reserves, less $30.5 million of restructuring charges. 4. Property, Plant and Equipment June 30, December 31, 1994 1993 (in thousands) Property, plant and equipment, at cost $ 687,399 $ 635,320 Accumulated depreciation and amortization (394,214) (371,967) Property, plant and equipment, net $ 293,185 $ 263,353 5. Supplemental Information-Statement of Cash Flows Six Months Ended June 30, 1994 1993 (in thousands) Cash paid for: Interest $ 6,232 $ 11,450 Income taxes $ 1,123 $ 2,616 6. Acquisitions During the first half of 1994, the company completed three purchase acquisitions. Company Acquired Description of Business Benjamin Signals Audible and visual signal products Assets of Berger Industries, Inc. Steel fittings products Neer Manufacturing Co., Inc. Zinc die-cast fittings No long-term liabilities were assumed in conjunction with these acquisitions. 7. Repurchase of Shares In March 1994, the company's Board of Directors approved a program to repurchase up to 3.4 percent or 1.6 million shares of the common stock outstanding at that time. These shares will be purchased systematically from time to time over the next two years in open market transactions and will be used to offset dilution from the expected increased exercise of employee stock options arising from the company's new executive stock ownership program. As of June 30, 1994, 207,100 shares have been repurchased under this program. ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Results of Operations-Second Quarter 1994 Compared With Second Quarter 1993 Second Quarter 1994 1993 Change Net sales $426.7 $386.5 10.4% Domestic sales increased in 1994 by approximately 13.3 percent, helped by higher orders and the company's bolt-on acquisitions in 1994 (3.1 percent). International sales were approximately 20.9 percent of the company's net sales compared to 22.9 percent in 1993. Sales in the Process Controls sector increased 3.7 percent from year ago levels primarily from higher activity in mixing, laboratory, instrumentation and pump equipment. Sector sales also increased from the acquisition of Layne & Bowler in late 1993. The Electrical Controls sector sales were up 12.3 percent from 1993 levels. Sales of broadcast equipment and conduit fittings improved significantly during the quarter. Shipments of power conditioning equipment also improved, particularly overseas. Sales in the Industrial Technology sector were up 24.6 percent from 1993. Shipments of OEM automotive components improved from an accelerated automotive recall campaign and sales of fare collection and vending equipment were higher. The sector's sales also were affected by the inclusion of certain low-margin units formerly treated as divested. Second Quarter 1994 1993 Change Gross profit $122.3 $110.1 (1) 11.1% Percentage of net sales 28.7% 28.5% (1) Adjusted to exclude non-recurring charges of $12.0 million. Gross profit as a percentage of net sales improved slightly on higher sales. Included in 1993 gross margins were LIFO reserve liquidations of $0.7 million. There were no LIFO liquidations in the comparable 1994 quarter. Second Quarter 1994 1993 Change Selling, general and administrative expenses $82.3 $76.7 7.3% Percentage of net sales 19.3% 19.8% The ratio of selling, general and administrative expenses to sales improved as a result of the restructuring of certain operations and continued focus on cost management. Pension credits of $3.5 million and $3.4 million for 1994 and 1993, respectively, were included in selling, general and administrative expenses. Retiree medical expense was reduced to $0.5 million in 1994 from $1.7 million in 1993 due to lower estimated cost trend rates and 1993 plan changes. The company recorded insurance expense of $0.6 million in 1994 and $3.5 million in 1993, with the reduction principally reflecting the improved experience with workers' compensation and general liability insurance. Second Quarter 1994 1993 Change Operating earnings $40.0 $33.5 19.4% Percentage of net sales 9.4% 8.7% Operating earnings for the Process Controls sector increased 38.3 percent to $19.5 million in 1994. 1993 results included a $2.3 million charge to conform Revco's accounting practices to the company's accounting policies and practices. Electrical Controls sector operating earnings were up 22.5 percent to $10.9 million in 1994. This improvement resulted from the substantial increase in profitability for the power conditioning equipment business, and the continued strong results in broadcast equipment and conduit fittings businesses. The Industrial Technology sector operating earnings increased 20.9 percent to $13.9 million in 1994. This improvement is attributable primarily to strong showings in the automotive equipment and telecommunications businesses. Second Quarter 1994 1993 Change Net interest expense $2.8 $4.7 (40.4%) Percentage of net sales 0.7% 1.2% Net interest expense decreased as a result of the reduction of higher-rate debt during the latter part of the second quarter of 1993 and generally lower debt levels in 1994. Earnings before extraordinary charge were $25.0 million for the second quarter of 1994 compared to $19.5 million for the second quarter of 1993. Average shares outstanding in 1994 were 7.5 percent higher than in 1993. The company's effective tax rate was 32.8 percent in 1994 compared with 32.5 percent in 1993. The 1994 tax rate included benefits of 1.7 percent arising from adjustments to prior year tax liabilities and 2.4 percent from the recognition of certain foreign and state net operating loss carryforwards. Results of Operations - First Half 1994 Compared to First Half 1993 Six Months 1994 1993 Change Net sales $815.3 $763.7 6.8% Domestic sales rose 8.0 percent in 1994, with the improvement attributable to higher orders and the company's bolt-on acquisitions (2.4 percent). International sales in 1994 totalled 21.9 percent of the company's net sales, compared to 22.8 percent in 1993. Foreign sales improved 2.1 percent in 1994 and export sales increased 3.5 percent, reflecting a moderately improving international business. Sales in the Process Controls sector increased 3.7 percent from year ago levels from increased shipments of pumps, industrial mixing equipment and laboratory equipment. In addition, the Process Controls sector benefitted from the acquisition of Layne & Bowler in late 1993. The Electrical Controls sector sales increased 4.8 percent. This increase was from stronger demand for conduit fittings and power conditioning equipment, partially offset by weaker demand for fire safety controls products. In addition, the Electrical Controls sector's sales reflected the acquisition of Neer Manufacturing and Benjamin Signals. The Industrial Technology sector, showing a 19.3 percent improvement in sales, experienced strong demand for telecommunications equipment, OEM automotive components, and bus and rail fare equipment. The sector's sales also were helped by the inclusion of certain low-margin units that were formerly treated as divested. Six Months 1994 1993 Change Gross profit $233.9 (1) $220.1 (1) 6.2% Percentage of net sales 28.7% 28.8% (1) Adjusted to exclude non-recurring charges ($12.0 million in 1993) and credits ($4.0 million in 1994). Gross profit as a percentage of net sales remained flat. Included in gross margins in 1994 and 1993 were $0.7 million and $1.8 million, respectively, of LIFO reserve liquidations resulting from the company's aggressive inventory management policies that lowered costs and inventory levels at certain units of the company. Six Months 1994 1993 Change Selling, general and administrative expenses $157.2 $154.1 2.0% Percentage of net sales 19.3% 20.2% The ratio of selling, general and administrative expenses to sales improved over year ago levels benefitting from the restructuring activities undertaken since mid-1993 at certain units of the company, and the company's continued cost management efforts. Pension credits of $6.5 million and $6.2 million for the six months ended June 30, 1994 and 1993, respectively, were included in selling, general and administrative expenses. Retiree medical expense was reduced to $1.8 million in 1994 from $4.0 million in 1993 because of lower estimated cost trend rates and 1993 plan changes. The company recorded insurance expense of $1.7 million in 1994 and $6.2 million in 1993, with the reduction principally reflecting improved experience with workers' compensation and general liability insurance. Six Months 1994 1993 Change Operating earnings $80.7 $66.1 22.1% Percentage of net sales 9.9% 8.7% Operating earnings in the Process Controls sector improved 21.2 percent to $38.3 million (excluding a $4.0 million other postretirement benefits curtailment gain) in 1994 from $31.6 million (excluding non-recurring charges of $8.0 million) in 1993. 1993 results included a $2.3 million charge to conform Revco's accounting practices to the company's accounting policies and practices. Electrical Controls sector operating earnings were up 12.6 percent to $20.5 million from 1993 earnings of $18.2 million, excluding a 1993 second quarter charge of $4.0 million. The improved operating results came from five percent higher sales and the benefits of the company's restructuring activities undertaken during 1993 and 1994. The Industrial Technology sector operating earnings were 16.3 percent higher than 1993 results, primarily from the continued strong results from the company's telecommunications and automotive equipment businesses. Six Months 1994 1993 Change Net interest expense $5.6 $10.5 (46.7%) Percentage of net sales 0.7% 1.4% Net interest expense decreased as a result of the extinguishment of higher-rate debt during the second quarter of 1993 and generally lower debt levels in 1994. Earnings before extraordinary charge and cumulative effect of accounting change were $49.6 million in 1994 compared to $37.4 million in 1993. The company recognized a $25.3 million charge in 1993 to adopt FAS 112, "Employers' Accounting for Postemployment Benefits," and a $6.6 million extraordinary charge for early extinguishment of debt, resulting in net earnings of $5.5 million. The company's effective tax rate was 34.0 percent in 1994 compared with 32.7 percent in 1993. The 1994 tax rate included benefits of 1.7 percent arising from adjustments to prior year tax liabilities and 1.2 percent from recognizing certain foreign and state net operating loss carryforwards. Financial Condition - June 30, 1994 Compared to December 31, 1993 Operations generated cash of $14.0 million in 1994, compared to $18.1 million in 1993. Excluding proceeds from dispositions of $19.1 million in 1994, working capital grew approximately $50 million. Accounting for most of the growth (exclusive of acquisitions), accounts receivable increased $16.8 million reflecting record 1994 sales levels and inventory increased $24.2 million in anticipation of strong product shipments. Operations in 1993 included non-cash company matches (in treasury shares) of employee savings plan contributions. Included in 1994 operating cash flows were expenditures of $7.2 million for restructuring activities, $5.5 million in severance pay, and $2.6 million for the consolidation of the company's Lindberg unit with Revco. These expenditures were charged against accruals. Management anticipates that these expenditures will result in lower future costs from higher productivity. 1993 operating cash flows included reductions in assets held for sale and expenditures related to the divestiture of the semiconductor equipment operations ($32.5 million). Earnings for 1994 included several non-cash items, including depreciation, pension credits and a curtailment gain on other postretirement benefits that resulted from the reduction of employment levels at a Process Controls unit. In addition, normal, recurring adjustments to various provisions and valuation accounts (related principally to receivables, inventories and warranties) as a result of changes in estimates resulted in charges to operations of $7.3 million in 1994 and $14.0 million in 1993, without cash impact. Proceeds from the dispositions of semiconductor equipment operations were $19.1 million and related semiconductor assets divested and charges incurred were $23.8 million in 1994, with no impact on income during the period. The company used $20.5 million for acquisitions and $36.3 million for capital expenditures. Dividends paid totalled $21.3 million, and additional amounts borrowed during the six months equalled $59.1 million. $6.7 million was expended to repurchase common stock under a repurchase program authorized by the Board in March. Long-term debt-to-capitalization (net of cash) was 30.4 percent at June 30, 1994 compared to 26.6 percent at December 31, 1993, reflecting the increased borrowings. At December 31, 1993, the company had a $43.2 million valuation allowance established against its gross deferred tax assets of approximately $224 million. There were no significant changes to the deferred tax assets nor the valuation allowance since year-end. The valuation allowance was based on management's assessment that it was more likely than not that the net deferred tax assets will be realized through future taxable earnings or alternative tax strategies. In the event that the tax benefits relating to the valuation allowance are subsequently realized, $6.6 million of such benefits would reduce goodwill, while $36.6 million of such benefits would reduce income tax expense. The company is well-positioned to finance future working capital requirements and capital expenditures through current earnings and significant available credit facilities. Other Matters As a producer of capital goods and equipment, the results of the company's businesses can vary with the relative strength of the economy. Demand for products in the Process Controls sector follows the demand for durable goods orders, and strength in heavy industrial and utility markets are key to their success. The Electrical Controls sector depends upon several markets, principally the construction, automotive, and computer equipment industries. The Industrial Technology sector depends on several markets, primarily in automotive, mass transportation, and telecommunications equipment. Mass transportation depends upon continued Federal and local government spending, and telecommunications is dependent upon continued research and development and the continued success of new products. While no one marketplace or industry has a major impact on the company's operations or results, the inherent pace of technological changes presents certain risks that the company monitors carefully. Success within all of the company's businesses is dependent upon the timely introduction and acceptance of new products. PART II: OTHER INFORMATION Item 2. Changes in Securities. On April 21, 1994, the shareholders approved that the total number of shares that may be issued by the company be increased to 160,000,000 from 85,000,000, including previously authorized 10,000,000 shares that are issuable as preferred stock. Item 4. Submission of Matters to a Vote of Security Holders (a) The Annual Meeting of Shareholders of the Registrant (the "Meeting") was held on April 21, 1994. (b) The Registrant solicited proxies for the Meeting pursuant to Regulation 14; there was no solicitation in opposition to management's nominees for directors as listed in the Proxy Statement, and all such nominees were elected. (c) In addition to the election of directors, the shareholders ratified the appointment of auditors. Item 6. Exhibits and Reports on Form 8-K. (a) Exhibits. 3.1 Restated Certificate of Incorporation of General Signal Corporation, as amended through April 21, 1994, as filed on Form 10-Q/A on June 10, 1994. 3.2 By-laws of General Signal Corporation, as amended through April 21, 1994, as filed on Form 10-Q/A on June 10, 1994. 12.0 Calculation of Ratios of Earnings to Fixed Charges. (b) No reports were filed on Form 8-K. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. GENERAL SIGNAL CORPORATION /s/ Terry J. Mortimer Terry J. Mortimer Vice President and Controller Chief Accounting Officer DATE: August 10, 1994 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. GENERAL SIGNAL CORPORATION Terry J. Mortimer Vice President and Controller Chief Accounting Officer DATE: August 10, 1994 EX-12 2 Exhibit (12.0) GENERAL SIGNAL CORPORATION Calculation of Ratios of Earnings to Fixed Charges (Dollars in thousands) Six Months Ended Years Ended December 31, June 30, 1989 1990 1991 1992 1993 1994 Earnings: Earnings (loss) before income taxes $108,482 $(25,193) $89,451 $18,786 $94,398 $75,118 Add: fixed charges 54,526 47,724 40,62 6 37,029 23,440 10,396 $163,008 $22,531 $130,077 $55,815 $117,838 $85,514 Fixed charges: Interest expense $44,759 $37,557 $32,193 $28,629 $18,240 $6,810 One-third of rent expense 9,767 10,167 8,433 8,400 5,200 3,586 $54,526 $47,724 $40,626 $37,029 $23,440 $10,396 Ratio 2.99 .47(1) 3.20 1.51 5.03 8.23 (1) Earnings are inadequate to cover fixed charges by an amount of approximately $25 million. -----END PRIVACY-ENHANCED MESSAGE-----