-----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, o/DV3+Z6Cv7fyBHxDxtgZXYDiF42t81Fmtw5GjUdmj/04uNAbH+xVYJaqAjT/BcZ k9mU8ZPR+ADtsdDFdzrtbg== 0000040834-94-000016.txt : 19941121 0000040834-94-000016.hdr.sgml : 19941121 ACCESSION NUMBER: 0000040834-94-000016 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19940930 FILED AS OF DATE: 19941114 SROS: NONE 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: 94558990 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 September 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 47,139,351 shares Outstanding at October 28, 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 September 30, 1994 1993 Net sales $ 436,257 $ 372,548 Cost of sales 309,771 259,940 Selling, general & administrative expenses 81,077 75,164 ------- -------- 390,848 335,104 Operating earnings 45,409 37,444 Interest expense, net (3,285) (3,137) ------- -------- Earnings before income taxe 42,124 34,307 Income taxes 14,322 9,981 Net earnings $ 27,802 $ 24,326 Earnings per share of common stock $ 0.59 $ 0.52 Dividends declared per common share $ 0.225 $ 0.225 Average common shares outstanding 47,299 47,104 See accompanying notes to financial statements. GENERAL SIGNAL CORPORATION AND CONSOLIDATED SUBSIDIARIES Condensed Statement of Earnings (In thousands, except per share data) (Unaudited) Nine Months Ended September 30, 1994 1993 Net sales $1,251,527 $1,136,237 Cost of sales 887,174 815,496 Selling, general and administrative expenses 238,275 229,253 Dispositions of businesses and restructuring - - (12,100) -------- --------- 1,125,449 1,032,649 Operating earnings 126,078 103,588 Interest expense, net (8,836) (13,686) -------- -------- Earnings before income taxes 117,242 89,902 Income taxes 39,862 28,164 -------- -------- Earnings before extraordinary charge and cumulative effect of accounting change 77,380 61,738 Extraordinary charge - - (6,576) Cumulative effect of accounting change - - (25,300) Net earnings $ 77,380 $ 29,862 Earnings per share of common stock: Earnings before extraordinary charge and cumulative effect of accounting change $ 1.63 $ 1.39 Extraordinary charge - - (0.15) Cumulative effect of accounting change - - (0.57) Net earnings $ 1.63 $ 0.67 Dividends declared per common share $0.675 $ 0.675 Average common shares outstanding 47,339 44,365 See accompanying notes to financial statements. GENERAL SIGNAL CORPORATION AND CONSOLIDATED SUBSIDIARIES Condensed Balance Sheet (In thousands) (Unaudited) September 30, December 31, Assets 1994 1993 Current assets: Cash and cash equivalents $ 6,110 $ 1,253 Accounts receivable 286,681 255,534 Inventories 240,410 196,286 Deferred income taxes 58,973 60,315 Prepaid expenses and other current assets 58,972 55,482 Assets held for sale at estimated realizable value - - 25,675 651,146 594,545 Property, plant, and equipment 303,877 263,353 Intangibles 190,903 184,240 Other assets 152,070 134,314 Deferred income taxes 47,178 48,389 $1,345,174 $1,224,841 See accompanying notes to financial statements. GENERAL SIGNAL CORPORATION AND CONSOLIDATED SUBSIDIARIES Condensed Balance Sheet (In thousands) (Unaudited) September 30, December 31, Liabilities and Shareholders' Equity 1994 1993 Current liabilities: Short-term borrowings and current maturities of long-term debt $ 11,720 $ 9,334 Accounts payable 159,729 131,300 Accrued expenses 152,206 177,829 Income taxes 33,837 7,385 357,492 325,848 Long-term debt, less current maturities 245,125 191,382 Accrued postretirement and postemployment obligations 159,207 173,693 Other liabilities 8,835 8,732 Total long-term liabilities 413,167 373,807 Shareholders' equity: Common stock, authorized 150,000 shares; issued 63,625 shares at September 30, 1994 and 63,360 shares at December 31, 1993 77,347 77,082 Additional paid-in capital 279,676 271,958 Retained earnings 628,523 583,099 Cumulative translation adjustments (2,072) (8,483) Common stock in treasury, at cost; 16,312 shares at September 30, 1994 and 16,017 shares at December 31, 1993 (408,959) (398,470) Total shareholders' equity 574,515 525,186 $1,345,174 $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 Nine Months Ended September 30, 1994 1993 CASH FLOWS FROM OPERATING ACTIVITIES: Earnings before extraordinary charge and cumulative effect of accounting change $ 77,380 $ 61,738 Adjustments to reconcile net earnings to net cash from operating activities: Depreciation and amortization 40,134 34,582 Pension credits (9,390) (9,857) Extraordinary charge - - (6,576) Other, net (4,393) 3,892 Changes in working capital (70,332) (45,852) Net cash from operating activities 33,399 37,927 CASH FLOWS FROM INVESTING ACTIVITIES: Dispositions 26,159 97,562 Capital expenditures (54,868) (39,251) Acquisitions, net of cash acquired (17,181) (7,735) Other, net (1,810) (5,201) Net cash from investing activities (47,700) 45,375 CASH FLOWS FROM FINANCING ACTIVITIES: Net change in short and long-term borrowings 55,840 (183,801) Dividends paid (31,969) (27,875) Issuance of common stock 3,348 136,974 Repurchase of common stock (8,436) - - Net cash from financing activities 18,783 (74,702) Effect of exchange rate changes on cash 375 (427) Net change in cash and cash equivalents 4,857 8,173 Cash and cash equivalents at beginning of period 1,253 16,455 Cash and cash equivalents at end of period $ 6,110 $ 24,628 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 September 30, December 31, 1994 1993 (In thousands) Finished goods $ 72,961 $ 56,066 Work-in-process 69,244 63,343 Raw material and purchased parts 124,592 103,985 Total FIFO cost 266,797 223,394 Excess of FIFO cost over LIFO inventory value (26,387) (27,108) Net carrying value $ 240,410 $ 196,286 3. Business Segment Information Three Months Ended September 30, 1994 1993 (In thousands) Net sales: Process Controls $ 190,600 $ 180,400 Electrical Controls 163,900 129,500 Industrial Technology 81,800 62,700 $ 436,300 $ 372,600 Operating earnings: Process Controls $ 20,600 $ 19,600 Electrical Controls 14,400 10,000 Industrial Technology 14,600 11,500 Total operating earnings before unallocated expenses, equity income and interest 49,600 41,100 Equity income 100 (400) Interest expense (3,300) (3,100) Unallocated expenses (4,300) (3,300) Earnings before income taxes $ 42,100 $ 34,300 3. Business Segment Information Nine Months Ended September 30, (cont.) 1994 1993 (In thousands) Net sales: Process Controls $ 563,300 $ 539,800 Electrical Controls 450,700 403,100 Industrial Technology 237,600 193,300 $1,251,600 $1,136,200 Operating earnings: Process Controls $ 62,900 $ 19,200 Electrical Controls 34,900 17,700 Industrial Technology 38,900 32,400 Dispositions and restructurings - - 42,600(1) Total operating earnings before unallocated expenses, equity income and interest 136,700 111,900 Equity income 700 (100) Interest expense,net (8,800) (13,600) Unallocated expenses (11,400) (8,300) Earnings before income taxes $ 117,200 $ 89,900 (1)Excess SEO reserves. 4. Property, Plant & Equipment September30, December 31, 1994 1993 (In thousands) Property, plant and equipment, at cost $ 709,371 $ 635,320 Accumulated depreciation and amortization (405,494) (371,967) Property, plant and equipment, net $ 303,877 $ 263,353 5. Supplemental Information-Statement of Cash Flows Nine Months Ended September 30, 1994 1993 (In thousands) Cash paid for: Interest $ 7,659 $ 13,543 Income taxes $ 3,339 $ 4,324 6. Pending Merger with Reliance Electric Company On August 30, 1994 General Signal Corporation and Reliance Electric Company announced an agreement to merge. The merger contemplates the issuance of approximately 37 million shares of General Signal common stock, valued at $1.3 billion, at the exchange rate of 0.739 shares of General Signal for each Reliance share on a fully converted basis. The merger is pending approval of shareholders; as such, the financial statements and related notes, and management's discussion and analysis sections of this Form 10-Q do not reflect the merger, which will be accounted for as a pooling of interests. In late October, Rockwell International announced a $1.5 billion tender offer for Reliance Electric. A decision as to acceptance or rejection of this bid has not been made by Reliance's board of directors, and the board has continued to endorse its agreement with General Signal. Under the terms of the General Signal/Reliance merger agreement, under certain circumstances if the transaction between General Signal and Reliance did not occur, Reliance would be obliged to pay General Signal $50.0 million plus up to $2.5 million in documented transaction costs. 7. Acquisitions During the first nine months 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. The company's intended purchase of Fairbanks-Morse Pump Corporation, a maker of water treatment, irrigation, residential and general industrial-use pumps, is pending U. S. Department of Justice approval. 8. 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 September 30, 1994, 256,900 shares have been repurchased under this program. ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Results of Operations - Third Quarter 1994 Compared With Third Quarter 1993 Third Quarter 1994 1993 Change Net Sales $436.3 $372.5 17.1% Domestic sales increased in 1994 by approximately 19.3 percent, aided by higher orders and the company's bolt-on acquisitions in 1994 (3.2 percent). International sales were 21.3 percent of the company's net sales in 1994 compared to 22.8 percent in 1993. Sales in the Process Controls sector increased 5.7 percent from year ago levels primarily from higher activity in mixing and laboratory equipment. The acquisition of Layne & Bowler accounted for $5.0 million of the increased sales. The Electrical Controls sector sales were up 26.6 percent from 1993 levels. Sales of almost all electrical product lines showed improvements over last year, with particularly strong growth coming from electrical motors and conduit fittings. Improvement also was seen for power conditioning equipment in Italy and Australia. Acquisitions accounted for $7.1 million of the increased sales. Sales in the Industrial Technology sector increased by 30.5 percent from 1993. Shipments of OEM automotive components improved due to an accelerated automotive recall campaign and sales of fare collection and vending equipment were significantly higher. The sector's sales also were increased by the inclusion of $6.1 million of sales from low-margin units formerly treated as divested. Third Quarter 1994 1993 Change Gross Profit $126.5 $112.6 12.3% Percentage of Net Sales 29.0% 30.2% Gross profit as a percentage of net sales improved on higher sales. Included in 1993 gross margins were LIFO reserve liquidations of $3.4 million, with no LIFO liquidations in the comparable 1994 quarter. The improvement in gross profit can be attributed to improved cost structure at certain operating units and cost savings resulting from the company's recent restructuring activities. In addition, 1994 third quarter gross profit included the benefit of a $1.6 million curtailment gain on postretirement benefits other than pensions. Third Quarter 1994 1993 Change Selling, General & Administrative Expenses $81.1 $75.2 7.8% Percentage of Net Sales 18.6% 20.2% 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 $2.9 million and $3.6 million for 1994 and 1993, respectively, were included in selling, general and administrative expenses. Retiree medical expense was $0.6 million in 1994, compared to $1.6 million in 1993 due to lower estimated cost trend rates and 1993 plan changes. The company also recognized a $1.3 million gain on the sale of investments in 1994. Third Quarter 1994 1993 Change Operating Earnings $45.4 $37.4 21.4% Percentage of Net Sales 10.4% 10.1% Operating earnings for the Process Controls sector increased 5.1 percent to $20.6 million in 1994 reflecting a 5.7 percent increase in sales. Electrical Controls sector operating earnings were up 44.0 percent to $14.4 million in 1994. This improvement resulted from the substantial increase in profitability for the power conditioning equipment business, and the strong results in electrical motors and conduit fittings businesses. The Industrial Technology sector operating earnings increased 27.0 percent to $14.6 million in 1994. This improvement is attributable primarily to strong 1994 results in the automotive and transit equipment businesses. In addition, sector results included $1.5 million of royalty income. Net interest expense increased 6.5% in 1994 due to higher interest rates and increased debt associated with 1994 acquisitions and the company's stock buy- back program. Net earnings were $27.8 million for the third quarter of 1994 compared to $24.3 million for the third quarter of 1993. The company's effective tax rate was 34.0 percent in 1994 compared with 29.1 percent in 1993. The 1994 tax rate included benefits of 1.6 percent arising from adjustments to prior year tax liabilities and 1.8 percent from the recognition of certain foreign and state net operating loss carryforwards. Results of Operations - First Nine Months 1994 Compared to First Nine Months 1993 Nine Months 1994 1993 Change Net Sales $1,251.5 $1,136.2 10.1% Domestic sales increased 11.6 percent in 1994 from increased orders (15.3 percent) and the company's bolt-on acquisitions (2.7 percent). International sales in 1994 totalled 21.7 percent of the company's net sales, compared to 22.7 percent in 1993. Overall, international sales increased 5.1 percent in 1994, mostly from increased export sales (9.1 percent), reflecting improved international markets and the weak dollar. Sales in the Process Controls sector increased 4.4 percent over last year from higher shipments of pumps that resulted primarily from the acquisition of Layne & Bowler, accounting for $17.2 million of the increase. The Electrical Controls sector sales increased 11.8 percent. This increase is due to stronger demand for broadcast equipment, conduit fittings and electrical motors. Acquisitions accounted for $13.3 million of the increased sales. The Industrial Technology sector, with a 22.9 percent improvement in sales, experienced strong demand for OEM automotive components and bus and rail fare equipment. The sector's 1994 sales included $15.5 million of certain low- margin units that were formerly treated as divested. Nine Months 1994 1993 Change Gross Profit $358.3(1) $332.7(1) 7.7% Percentage of Net Sales 28.6% 29.3% (1) Adjusted to exclude non-recurring asset valuation charges ($12.0 million in 1993), and credits for curtailment of postretirement benefits at a Process Controls unit ($6.1 million in 1994). Gross profit as a percentage of net sales increased in 1994. Included in gross margins in 1994 and 1993 were $0.7 million and $5.2 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. Nine Months 1994 1993 Change Selling, General & Administrative Expenses $238.3 $229.3 3.9% Percentage of Net Sales 19.0% 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. Included in selling, general and administrative expenses were pension credits of $9.4 million and $9.9 million for the nine months ended September 30, 1994 and 1993, respectively. Retiree medical expense was $2.5 million in 1994 compared to $5.6 million in 1993 due to lower estimated cost trend rates and 1993 plan changes. Nine Months 1994 1993 Change Operating Earnings $126.1 $103.6 21.7% Percentage of Net Sales 10.1% 9.1% Operating earnings increased in 1994 from higher sales volume, a stronger mix of higher margin products, and the positive effects of the restructuring activities undertaken in mid-1993. Operating earnings in the Process Controls sector improved 22.9 percent to $62.9 million in 1994 from $51.2 million in 1993, when 1993 non-recurring charges are excluded. Included in 1994 was a $6.1 million other postretirement benefits curtailment gain. 1993 results excluded non- recurring charges of $32.0 million and a $2.3 million charge to conform Revco's accounting practices to the company's accounting policies and practices. After adjusting for the effect of these unusual items, the remaining improvement in sector performance came from higher sales volume and the impact of restructuring activities. Operating earnings in the Electrical Controls sector increased 23.8 percent to $34.9 million from 1993 earnings of $28.2 million, excluding a 1993 second quarter non-recurring charge of $4.0 million. The improved operating earnings resulted from an 11.8 percent increase in sector sales and the benefits of the company's restructuring activities. The Industrial Technology sector operating earnings increased 20.1 percent over 1993 earnings, primarily from higher sales volume in the OEM automotive equipment markets and from an improved mix of higher margin telecommunications products. In addition, sector results were positively impacted by $1.5 million of royalties recognized during the third quarter of 1994. In 1994, net interest expense decreased approximately 35 percent 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 $77.4 million in 1994 compared to $61.7 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 $29.9 million. The company's effective tax rate was 34.0 percent in 1994 compared with 31.3 percent in 1993. The 1994 tax rate included benefits of 1.6 percent arising from adjustments to prior year tax liabilities and 1.8 percent from recognizing certain foreign and state net operating loss carryforwards. Average shares increased 6.7 percent from 44,365 in 1993 to 47,339 in 1994. Financial Condition - September 30, 1994 Compared to December 31, 1993 Operations generated cash of $33.4 million in 1994, compared to $37.9 million in 1993. Excluding proceeds from dispositions of $26.2 million in 1994, working capital grew approximately $70 million. Accounting for most of the growth (exclusive of acquisitions), accounts receivable increased $22.4 million reflecting record 1994 sales levels and inventory increased $34.3 million in anticipation of strong product shipments. Included in 1994 operating cash flows were expenditures of $8.6 million for restructuring activities, $8.1 million of severance pay, and $5.1 million for the consolidation of the company's Lindberg unit with Revco. These expenditures were charged against accruals established in 1993. 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 ($33.8 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. Proceeds from the dispositions of semiconductor equipment operations were $26.2 million and related semiconductor assets divested and cash charges incurred were $11.0 million in 1994, with no impact on income during the period. The company used $17.2 million for acquisitions and $54.9 million for capital expenditures. Dividends paid totalled $32.0 million, and additional amounts borrowed during the nine months amounted $55.8 million. $8.4 million was expended to repurchase common stock under a repurchase program authorized by the Board in March 1994. Long-term debt-to-capitalization (net of cash) was 29.4 percent at September 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 or 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 6. Exhibits and Reports on Form 8-K. (a) Exhibits. 12.0 Calculation of Ratios of Earnings to Fixed Charges. (b) No reports were filed on Form 8-K during the quarter ended September 30, 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 /s/ Terry J. Mortimer Terry J. Mortimer Vice President and Controller Chief Accounting Officer DATE: November 14, 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: November 14, 1994 EX-12 2 Exhibit (12.0) GENERAL SIGNAL CORPORATION Calculation of Ratios of Earnings to Fixed Charges (Dollars in thousands) Nine Months Years Ended December 31, Ended September 30, 1989 1990 1991 1992 1993 1994 Earnings: Earnings (loss) before income taxes $108,482 $(25,193) $89,451 $18,786 $94,398 $117,242 Add: fixed charges 54,526 47,724 40,626 37,029 23,440 14,110 - - ---------------------------------------------------------------------------- $163,008 $22,531 $130,077 $55,815 $117,838 $131,352 Fixed charges: Interest expense $44,759 $37,557 $32,193 $28,629 $18,240 $8,836 One-third of rent expense 9,767 10,167 8,433 8,400 5,200 5,274 - - --------------------------------------------------------------------------- $54,526 $47,724 $40,626 $37,029 $23,440 $14,110 Ratio 2.99 .47(1) 3.20 1.51 5.03 9.31 (1) Earnings are inadequate to cover fixed charges by an amount of approximately $25 million. EX-27 3 ART. 5 FDS FOR 3RD QUARTER 10-Q
5 0000040834 GENERAL SIGNAL CORP 1,000 9-MOS DEC-31-1994 SEP-30-1994 6,110 1,160 299,642 12,961 240,410 651,146 709,371 405,494 1,345,174 357,492 256,845 77,347 0 0 497,168 1,345,174 1,251,527 1,251,527 887,174 1,054,097 71,352 0 8,836 117,242 39,862 77,380 0 0 0 77,380 1.63 1.63
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