-----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, MDKY4FoHnJoskh2tQ3njgo0NDfFHD6T0CPtlZDmcoOAoMOJv2X1X1r6pOoylUCwl DZny8uwUiVKLjsj31b7xAg== 0000077360-94-000067.txt : 19940520 0000077360-94-000067.hdr.sgml : 19940520 ACCESSION NUMBER: 0000077360-94-000067 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19940513 ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19940513 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PENTAIR INC CENTRAL INDEX KEY: 0000077360 STANDARD INDUSTRIAL CLASSIFICATION: 3560 IRS NUMBER: 410907434 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-04689 FILM NUMBER: 94527772 BUSINESS ADDRESS: STREET 1: 1500 COUNTY RD - B2 WEST STREET 2: SUITE 400 CITY: ST PAUL STATE: MN ZIP: 55113-3105 BUSINESS PHONE: 6126367920 FORMER COMPANY: FORMER CONFORMED NAME: PENTAIR INDUSTRIES INC DATE OF NAME CHANGE: 19790327 8-K/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 28, 1994 PENTAIR, INC. (Exact name of Registrant as specified in its Charter) MINNESOTA 0-4689 41-0907434 (State or other (Commission (IRS Employer Jurisdiction of File Number) Identification Incorporation) Number) 1500 County Road B2 West Suite 400 St. Paul, Minnesota 55113 (Address of Principal Executive Offices) (Zip Code) 612-636-7920 (Registrant's Telephone Number, Including Area Code) Not applicable (Former name or former address, if changed since last report) The undersigned Registrant hereby amends the following items, financial statements, exhibits, or other portions of its Current Report on Form 8-K filed March 14, 1994, as set forth in the pages attached hereto: (List all such items, financial statements, exhibits or other portions amended) Item 7 - Financial Statements and Exhibits 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 hereunto duly authorized. PENTAIR, INC By: David D. Harrison Senior Vice President, Chief Financial Officer Dated: May 13, 1994 Item 7. Financial Statements and Exhibits. The information supplied under this item is supplemented by the following: a. Financial Statements of Business Acquired (Schroff GmbH): 1. Audited consolidated balance sheet as of December 31, 1993. 2. Audited consolidated income statement for the year ended December 31, 1993. 3. Notes to the consolidated financial statements. 4. Auditors' Certificate b. Pro Forma Financial Information: 1. Unaudited pro forma combined condensed income statement for the year ended December 31, 1993. 2. Unaudited pro forma combined condensed balance sheet as of December 31, 1993. 3. Notes to unaudited pro forma combined condensed financial statements. Item 7a. Financial Statements of Business Acquired (Schroff GmbH): SCHROFF GMBH EXTRACT OF THE CONSOLIDATED FINANCIAL STATEMENTS for the year ended December 31, 1993 CONSOLIDATED BALANCE SHEET OF SCHROFF GMBH (DM in millions)
Assets 31.12.1993 Fixed Assets Intangible assets 41.8 Tangible assets 78.8 Financial assets 5.6 126.2 Current assets Inventories 32.2 Trade receivables 35.7 Other receivables and miscellaneous assets 8.5 Miscellaneous securities 4.9 Liquid assets 13.6 94.9 Prepaid expense and deferred charges 1.0 TOTAL 222.1
Equity and liabilities
31.12.1993 Equity Subscribed capital 40.0 Capital reserve 51.9 Unappropriated profit/ Accumulated loss (1.8) 90.1 Special items with an equity portion 6.3 Accruals Accruals for pensions and similar obligations 34.2 Other accruals 12.3 46.5 Liabilities Bank Borrowings 12.5 Liabilities to affiliated companies 48.2 Other liabilities 18.5 79.2 TOTAL 222.1
CONSOLIDATED INCOME STATEMENT OF SCHROFF GMBH (DM in millions)
1993 Sales 251.2 Change in inventories and company-produced additions to fixed assets 1.0 Other operating income 3.6 Materials expense (76.6) Personnel expense (97.6) Depreciation of intangible and tangible assets (17.2) Other operating expense (43.4) Net interest expense (3.1) RESULT FROM ORDINARY ACTIVITIES 17.9 Taxes on income (4.6) Other taxes (2.0) Contractually agreed profit transfer (25.6) NET LOSS/INCOME FOR THE YEAR (14.3)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Accounting and valuation methods The consolidated financial statements have been prepared using in principle the accounting and valuation methods applied by Schroff GmbH. To improve the clarity of presentation, items in the balance sheet and income statement are combined. They are stated separately in the Notes. Where the financial statements of the consolidated foreign subsidiary companies under local legislation deviate from the uniform methods, the assets, equity and liabilities concerned are revalued for inclusion in the consolidated accounts. This also leads to an adjustment of the income statements, with corresponding effect on results for the year. In detail, the following valuation principles are applied: Intangible assets: purchase cost required to be capitalized under tax law less scheduled and exceptional depreciation. Rapid economic consumption is reflected in the determination of service life. The derivative goodwill capitalized at Schroff GmbH is amortized in line with tax provisions. Tangible assets: purchase or manufacturing cost required to be capitalized under tax law less scheduled and exceptional depreciation. Depreciation methods; - - - buildings in Germany by the declining-balance method in diminishing rates, straight-line method for foreign companies, - - - plant and equipment in Germany and Europe by the declining- balance method at the highest rates permissible under tax law, - - - changeover from the declining-balance to the straight-line method as soon as the latter leads to higher depreciation, - - - outside Europe the straight-line method of depreciation is applied. Opportunities for higher depreciation under tax provisions are used. Items with a purchase cost of up to DM800 are written down to zero in the year of purchase. Exceptional depreciation is charged on tangible assets of expired or diminished serviceability. The differences between the depreciation necessary under commercial law - calculated in the case of scheduled depreciation by the straight-line method - and the higher depreciation permissible under tax law are taken as fixed-asset value adjustments under tax law to special items with an equity portion. These are released during the service life of the respective tangible assets. For shares in affiliated companies the application of the equity method under Art. 311 para. 2 of the Commercial Code (HGB) is dispensed with. They are valued at purchase cost. Loans: nominal value less any required discounting and writedowns for loss in value. Inventories: highest purchase or manufacturing cost required to be capitalized under tax law. Inventory risks inherent in materials, supplies, merchandise and finished products as a result of slow inventory turnover, reduced utility, lower reproduction costs or lower replacement or selling prices are taken into account. Apart from order-related direct costs, product manufacturing cost includes proportional manufacturing overheads. If the sales revenue of an order fails to cover the amount capitalized plus all costs still to be expected, the excess amount is deducted from capitalized cost. If the excess amount is higher than the capitalized cost an accrual is set up in the appropriate amount. This ensures that all inventories are valued without incurring a loss. For Schroff GmbH an additional downward revaluation was formed in financial statements II (Handelsbilanz II). Receivables and miscellaneous assets: purchase cost (nominal values) less appropriate adjustments for all recognizable risks and financing costs. A global allowance is deducted for general risks on receivables. Non-interest-bearing receivables due after more than one year are discounted to their present value. Differences between issue amount and higher repayment amount of loans are stated as assets under prepaid expense and deferred charges and written down to schedule over the respective term of the loan. Accruals for pension: calculated according to actuarial principles under Art. 6a of the Income Tax Law (EstG), applying a discount rate of 6% p.a. Receivables and liabilities in foreign currency: original exchange rate or less favourable rate prevailing on the balance sheet date if they have not been hedged. The consolidated group The parent company Schroff GmbH and four foreign subsidiaries are included in the consolidated accounts. Not included are three foreign subsidiaries which are not material for presenting a true and fair view or are dormant (Art. 296 para. 2, Commercial Code). The consolidated group remains unchanged against the previous year. Consolidation principles In consolidating subsidiaries the revaluation method specified under Art. 301 para. 1 No. 2, Commercial Code, is applied. The differences arising from capital consolidation are netted with equity. Receivables and liabilities between consolidated companies are eliminated. Sales revenue and other income from supplies and services between companies included in the consolidated financial statements are netted with related expense, to the extent that they are not to be stated as company-produced additions to fixed assets. Inter-company results are eliminated. Currency translation In translating the balance sheets of foreign subsidiaries into DM, the rate of exchange on the balance-sheet date is used. Differences were taken to equity. In the income statements, deprecation, taxes on income and net income/loss for the year are translated at the rates prevailing on the balance sheet date, all other expense and income at average rates for the year. The balance arising from using different exchange rates is allocated to other operating income or other operating expense. CONSOLIDATED BALANCE SHEET (Figures in DM millions) Tangible and Intangible assets The development of fixed assets is shown in the following fixed asset schedule:
Purchases/Manufacturing cost Depreciation in Book Value 1.1.1993 Additions1 Retire- accumu- fiscal 31.12.1993 ments lated year Industrial property rights and similar rights 1.6 0.6 0.5 1.0 0.3 0.7 Goodwill 56.0 0.0 0.0 14.9 3.7 41.1 Payments on account 0.0 0.0 0.0 0.0 0.0 0.0 Intangible assets 57.6 0.6 0.5 15.9 4.0 41.8 Land, land rights and buildings including buildings on third-party land 58.1 2.5 0.0 6.6 1.6 54.0 Technical equipment and machines 43.2 5.0 0.1 34.6 6.3 13.5 Other equipment, factory and office equipment 32.6 4.3 0.7 24.9 5.3 11.3 Tangible assets 133.9 11.8 0.8 66.1 13.2 78.8 Shares in affiliated companies 2.0 0.0 0.0 0.0 0.0 2.0 Loans to affiliated companies 1.5 0.0 0.0 0.0 0.0 1.5 Marketable securities classified as fixed assets 0.0 0.0 0.0 0.0 0.0 0.0 Other loans 2.0 0.5 0.3 0.1 0.0 2.1 Financial assets 5.5 0.5 0.3 0.1 0.0 5.6 Total 197.0 12.9 1.6 82.1 17.2 126.2
1) including translation differences in the fiscal year
Accumulated Additions Depreciation Intangible assets 0.0 0.0 Tangible assets 3.7 1.1 Financial assets 0.1 0.0
The translation differences arising from using the rates prevailing on the balance-sheet date are taken to additions. Financial assets Shares in affiliated companies comprise investments in non-consolidated subsidiaries. Inventories
31.12.1993 Materials and supplies 8.7 Work in process 5.9 Finished products and merchandise 17.7 Other (0.1) 32.2
Other receivables and miscellaneous assets
31.12.1993 Receivables from affiliated companies 5.6 Miscellaneous assets 2.9 8.5
Maturities Receivables and miscellaneous assets are due after one year and more; DM 0.6 million at 31.12.1993. Receivables from affiliated companies mainly relate to trade receivables. Liquid assets Liquid assets include cheques, cash on hand, at Bundesbank, in postal cheque accounts and in other banks. Prepaid expense and deferred charges Prepaid expense and deferred charges include prepaid interest on long-term debts in the amount of DM 0.1 million. Equity The subscribed capital and capital reserve are posted in the consolidated financial statements in the same amounts as in the annual financial statements of Schroff GmbH. The accumulated loss contains non-distributed and non-transferred profits and profits carried forward of consolidated subsidiaries, the result of the elimination of inter-company results, differences from currency translation the valuation difference between financial statements I (HGB I) and financial statements II (HGB II) for Schroff GmbH. Special items with an equity portion Special items with an equity portion include value adjustments under tax law for Schroff GmbH in accordance with Articles 7, 7d of the income tax law (EstG) as well as value adjustments and reserves formed by foreign subsidiaries in accordance with local regulations. The value adjustments under tax law stem from differences between the higher depreciation effected under tax law and the depreciation required under commercial law. Other accruals
31.12.1993 Tax accruals 4.1 Miscellaneous accruals 8.2 12.3
Tax accruals include accruals for deferred taxation in the amount of DM 0.4 million. Miscellaneous accruals cover all recognizable risks. They mainly relate to guarantees and personnel costs. Liabilities Liabilities to affiliated companies: The liabilities stem almost exclusively from financial transactions with the parent company Fried. Krupp AG Hoesch-Krupp. Other liabilities
31.12.1993 Trade payables 9.2 Miscellaneous liabilities 9.3 (of which taxes) (2.2) (of which relating to social security) (3.1) 18.5
Security for liabilities: Liabilities totalling DM 6.6 million are secured by mortgages. Maturities
Maturity on December 31, 1993 within 1 to 5 after 1 year years 5 years Bank borrowings 2.3 2.4 7.8 Liabilities to affiliated companies 48.2 0.0 0.0 Trade payables 9.2 0.0 0.0 Other liabilities 9.3 0.0 0.0 69.0 2.4 7.8
Contingent liabilities
31.12.1993 Issuance and transfer of bills 0.2 Guarantees 1.1
Other financial commitments Future payment commitments from long-term lease, rent and other contracts total DM 24.2 million. The commitments from orders placed under investment projects are within the normal scope of business practice. CONSOLIDATED INCOME STATEMENT (Figures in DM millions) Change in inventories of products and company-produced additions to fixed assets
1993 Change in inventories of work in process and finished products 0.4 Company-produced additions to fixed assets 0.6 1.0
Other operating income Income from the release of special items with an equity portion amounted to DM 0.9 million. Materials expense
1993 Materials, supplies and merchandise 72.9 Purchased services 3.7 76.6
Personnel expense
1993 Wages and salaries 78.9 Statutory social contributions and expense for pensions and other benefits 18.7 (of which to pensions) (4.0) 97.6
Workforce Average workforce for the year:
1993 Wage earners 673 Salary earners 700 Apprentices 41 1,414
Other operating expense Allocations to special items with an equity portion are included in the amount of DM 0.6 million. Net interest expense
1993 Income from other financial assets 0.1 (of which from affiliated companies) (0.1) Other interest and similar income 0.7 Interest and similar expense 3.9 (of which to affiliated companies) (2.6) 3.1
Other disclosure Remuneration totalling DM 5,000 was paid to the members of the Supervisory Board. Remuneration to the members of the Management Board amounted to DM 760,000. In the year under review the Supervisory Board comprised the following members: Dr. Juergen Remmerbach, Dortmund Chairman - Chairman of the management board (from 5.3.1993) of Krupp Hoesch Verarbeitung GmbH Dietrich Nowak, Bretten, Deputy Chairman - Employee representative - Chairman of works council of Schroff GmbH Dipl. - Bw. Wolfgang Leese, Kamp-Lintfort (from 5.3.1993) - Member of the management board of Krupp Hoesch Verarbeitung GmbH Dipl.Kfm. Dieter Schneider, Dortmund (until 1.3.1993) - Member of the management board of O&K Orenstein & Koppol AG In the year under review the Management Board comprised the following members: Benno Gengenbach, Engelsbrand Dr. -Ing. Norbert Grosskurth, Bad Herrenalb Affiliated companies and other investments
Share in capital in % Consolidated affiliated companies Schroff S.A., Betschdorf, France 100 Schroff U.K. Ltd., Hemel Hempstead, UK 100 Schroff Inc., Warwick (Rhode Island), USA 100 Schroff K.K., Yokohama, Japan 100 Non-consolidated affiliated companies under Art. 296 para. 2 Commercial Code (HGB) Schroff Co. Ltd., Taipei, Taiwan 100 Schroff S.r.L, Gallarate, Italy 100 Schroff Scandinavia AB, Enskede, Sweden 100 Straubenhardt, February 9, 1994 Schroff GmbH Management Board Dr. N. Grosskurth B. Gengenbach CERTIFICATE As Wirtschaftsprufer (auditors) of the consolidated financial statements of Schroff GmbH, Straubenhardt, we hereby confirm that the attached translated extract of the consolidated financial statements for the year ended December 31, 1993 set up in accordance with german commercial code complies with the complete financial statements audited by us minus the management report, sales by market figures, and the figures for the previous year period. The wording of the audit opinion dated February 18, 1994 on the complete consolidated financial statements set up in accordance with german commercial code including management report is: "The consolidated financial statements, which we have audited in accordance with professional standards, comply with the legal regulations. The consolidated financial statements present, in compliance with the generally accepted accounting principles, a true and fair view of the net worth, financial position and results of the group. The group management report is in agreement with the consolidated financial statements." The "general conditions of the assignment for Wirtschaftsprufer und Wirtschaftsprufungsgesellschaften of 1st January 1990" attached to this report, provide fundamental criteria for the performance of the audit and defining our responsibility. C&L TREUHAND-VEREINIGUNG DEUTSCHE REVISION Aktiengesellschaft Wirtschaftsprufungsgesellschaft Steuerberatungsgesellschaft P. Albrecht Wirtschaftsprufer A. Bocker Wirtschaftspruferin Item 7b. Pro Forma Financial Information PENTAIR, INC. AND SCHROFF GMBH PRO FORMA COMBINED CONDENSED FINANCIAL INFORMATION On February 28, 1994, the Registrant completed the purchase from Fried. Krupp AG Hoesch-Krupp of the net assets and business of Schroff Gmbh ("Schroff") for a purchase price of $152,300,000 (DM 263,600,000), plus interest of $1,700,000 accrued from January 1, 1994, the economic transfer date. The assets of Schroff GmbH, except the outstanding voting stock of its subsidiaries, was acquired by PNTA Industriebedarf GmbH, a wholly owned subsidiary of EuroPentair GmbH, a wholly owned subsidiary of the Registrant. The voting stock of the following Schroff subsidiaries was acquired by EuroPentair GmbH: Schroff U.K. Ltd., Schroff S.A., Schroff S.r.L, and Schroff Scandinavia AB. The voting stock of the following subsidiaries was acquired by FC Holdings Inc., a wholly owned subsidiary of the Registrant: Schroff Inc., Schroff K.K., and Schroff Co. Ltd. Proforma financial information is presented as and for the year ended December 31, 1993. The pro forma financial information reflects the impact of the acquisition on the combined financial position and results of operations of the two companies as if the acquisition had occurred as of January 1, 1993. Unaudited Pro Forma Combined Condensed Income Statement for the Year Ended December 31, 1993. The following unaudited pro forma combined condensed income statement presents the results of operations of Pentair and Schroff for the year ended December 31, 1993 and the pro forma combined results of operations of the two companies as if the acquisition had occurred as of January 1, 1993 and the December 31, 1993 pro forma balance sheet adjustments had been recorded as of January 1, 1993. The unaudited pro forma combined condensed results are not necessarily indicative of the actual results that would have been realized had the acquisition occurred as of January 1, 1993 or of future operations of the combined companies. The information presented should be read in conjunction with the Financial Statements of the Business Acquired (Schroff GmbH), other unaudited pro forma financial information and notes thereto presented in this filing, and with the Consolidated Financial Statements of Pentair, Inc. as of and for the year ending December 31, 1993 incorporated by reference in Form 10-K filed March 29, 1994. The Schroff financial information in item 7a has been reformatted to be consistent with Pentair classifications and converted into U.S. dollars at the average exchange rate during 1993. The following is a reconciliation of net income (millions): Net income per item 7a DM (14.3) Add: contractually agreed profit DM 25.6 transfer Deduct: exchange rate differences on subsidiaries DM(0.3) Add: contractually agreed inventory adjustment exclusion DM 3.5 DM14.5 Divided by: Exchange Rate 1.65 U.S. Dollar net income $8.8
Pro Forma Adjustment Increase ($millions) Pentair Schroff (Decrease) Combined Net sales $1,328.2 $152.0 $0.0 $1,480.2 Operating costs Cost of goods sold 1,004.5 95.0 (.9) FN(a) 1,098.6 Selling, general and administrative 223.6 43.6 1.4 FN(b) 268.6 Total operating costs 1,228.1 138.6 .5 1,367.2 100.1 13.4 (.5) 113.0 Equity in joint venture (loss) (1.9) 0.0 0.0 (1.9) Operating income 98.2 13.4 (.5) 111.1 Interest expense - net 20.8 1.9 10.7 FN(c) 33.4 Income before income taxes 77.4 11.5 (11.2) 77.7 Provision for income taxes 30.8 2.7 (2.7) FN(d) 30.8 Net income 46.6 8.8 (8.5) 46.9 Preferred dividend requirements 6.1 0.0 0.0 6.1 Earnings applicable to common stock $ 40.5 $8.8 $ (8.5) $ 40.8
Earnings per share: Primary $2.26 $2.27 Diluted $2.20 $2.21 Weighted average common and common equivalent shares: Primary 17,891 17,891 Diluted 20,955 20,955
All share and per share data adjusted for 50% stock dividend in June 1993. See Notes to Unaudited Pro Forma Combined Condensed Income Statement for the Year Ended December 31, 1993. Notes to Unaudited Pro Forma Combined Condensed Income Statement for the Year Ended December 31, 1993 The pro forma income statement adjustments are based in part on the estimated income statement effect of all December 31, 1993 pro forma balance sheet adjustments and related assumptions. Reference is made to the material accompanying the December 31, 1993 pro forma balance sheet below for a discussion of such adjustments. [FN] FN(a) To adjust cost of goods sold for the net changes in pension expense, depreciation applicable to fixed asset adjustments and capitalization of a lease. FN(b) To increase goodwill and to amortize adjusted goodwill over 25 years. FN(c) To recognize additional expense of new borrowings using the 1994 7% average interest rate applicable to the subsidiary's German credit facility borrowings. FN(d) To record the estimated income tax expense computed at an incremental effective rate of 45%, associated with the additional income net of expenses resulting from the pro forma adjustments. Unaudited Pro Forma Combined Condensed Balance Sheet as of December 31, 1993. The following unaudited pro forma combined condensed balance sheet shows the balance sheets of Pentair and Schroff as of December 31, 1993 as if the acquisition had been consummated as of December 31, 1993. The unaudited pro forma combined condensed balance sheet reflects the impact of the acquisition of Schroff on the December 31, 1993 balance sheet. The adjustments are based on appraisals, evaluations, and estimates of fair market values of the Schroff assets and liabilities as well as current assumptions regarding the operation of the business. The information presented should be read in conjunction with Financial Statements of the Business Acquired (Schroff GmbH), the other unaudited pro forma financial information and notes thereto presented in this filing, and with the Consolidated Financial Statements of Pentair, Inc. as of and for the year ending December 31, 1993 incorporated by reference in Form 10-K filed March 29, 1994. The Schroff financial information in item 7a has been reformatted to be consistent with Pentair classifications and converted into U.S. dollars at December 31, 1993 exchange rate. The following is a revaluation of total assets (millions): Total assets per item 7a DM 222.1 Add: excess of total assets of consolidated subsidiaries over cost of such subsidiaries included in total assets of Schroff DM7.8 Deduct: other - net DM(1.2) DM228.7 Divided by: Exchange Rate 1.73 U.S. Dollar total assets $132.2
Pro Forma Adjustment Increase ($millions) Pentair Schroff (Decrease) Combined ASSETS Cash and cash equivalents $10.3 $12.2 $0.0 $22.5 Accounts receivable - trade 200.4 23.0 0.0 223.4 Inventories 198.8 24.3 .4 FN(b) 223.5 Deferred income taxes 21.6 0.0 4.0 FN(b) 25.6 Other current assets 7.7 2.2 0.0 9.9 Total current assets 438.8 61.7 4.4 504.9 Property, plant and equipment 621.6 86.4 (27.3) FN(b) 680.7 Accumulated depreciation 305.7 40.8 (40.8) FN(b) 305.7 Property, plant and equipment - net 315.9 45.6 13.5 375.0 Marketable securities 18.6 0.0 0.0 18.6 Investment in joint venture 72.8 0.0 0.0 72.8 Goodwill - net 89.0 23.7 53.5 FN(b) 166.2 Other assets 23.7 1.2 0.0 24.9 TOTAL ASSETS $958.8 $132.2 $71.4 $1,162.4 LIABILITIES AND SHAREHOLDERS' EQUITY Accounts payable $ 93.8 $ 5.8 $0.0 $99.6 Compensation and other benefit accruals 42.7 6.3 0.0 49.0 Income taxes 8.8 1.3 0.0 10.1 Accrued product claims and warranties 22.3 1.0 0.0 23.3 Accrued expenses and other liabilities 50.1 12.3 (6.0) FN(b) 56.4 Current maturities of long-term debt .8 1.5 .5 FN(b) 2.8 Total current liabilities 218.5 28.2 (5.5) 241.2 Long-term debt 238.9 6.3 155.7 FN(a,b) 400.9 Other liabilities 18.9 0.0 0.0 18.9 Deferred income taxes 7.5 0.0 0.0 7.5 Pensions and other retirement compensation 29.7 19.6 (.7) FN(b) 48.6 Postretirement medical and other benefits 60.6 0.0 0.0 60.6 Reserves insurance company 13.9 0.0 0.0 13.9 Shareholders' equity Preferred 33.9 0.0 0.0 33.9 Common 336.9 78.1 (78.1) FN(c) 336.9 TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $958.8 $132.2 $71.4 $1,162.4
See Notes to Unaudited Pro Forma Combined Condensed Balance Sheet as of December 31, 1993. Notes to Unaudited Pro Forma Combined Condensed Balance Sheet as of December 31, 1993 [FN] FN(a) To record the acquisition of the Schroff net assets using revolving credit borrowing of $152,300,000. FN(b) To conform Schroff accounting to Pentair United States generally accepted accounting principles (U.S. GAAP), adjust assets and liabilities to fair values and accrue acquisition related costs and related deferred income taxes. Inventory - to adjust values to full cost - net of reserves as required by U.S. GAAP. Deferred income taxes - to record deferred income taxes applicable to certain adjustments as required by U.S. GAAP. Property, plant and equipment - to reduce property for the elimination of accumulated depreciation, to increase assets to fair value, and to capital leases as required by U.S. GAAP. Accumulated depreciation - to eliminate accumulated depreciation. Goodwill - to increase goodwill to the excess of the purchase price over net assets acquired. Accrued expenses and other liabilities - to provide for acquisition costs (i.e. legal, accounting), severance costs and other miscellaneous costs. Long-term debt - to record the long-term debt, including current maturities, relating to capitalized leases. Other liabilities - to eliminate pension obligation retained by seller and conform pension accounting methods to U.S. GAAP. FN(c) To eliminate Schroff equity. -----END PRIVACY-ENHANCED MESSAGE-----