-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KlF8O0V0ZsjJcwDeDfWgHAWYhROHc1JBfqnj+mrfHUA/5kmRtLp1WNO7HgUZ8xFX XDaMcOaJGIxqSQJl78WE6w== 0000950123-96-004294.txt : 19960813 0000950123-96-004294.hdr.sgml : 19960813 ACCESSION NUMBER: 0000950123-96-004294 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960630 FILED AS OF DATE: 19960812 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN STANDARD INC CENTRAL INDEX KEY: 0000005850 STANDARD INDUSTRIAL CLASSIFICATION: AIR COND & WARM AIR HEATING EQUIP & COMM & INDL REFRIG EQUIP [3585] IRS NUMBER: 250900465 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-00470 FILM NUMBER: 96608893 BUSINESS ADDRESS: STREET 1: ONE CENTENNIAL AVE STREET 2: P O BOX 6820 CITY: PISCATAWAY STATE: NJ ZIP: 08855-6820 BUSINESS PHONE: 9089806000 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN RADIATOR & STANDARD SANITARY CO DATE OF NAME CHANGE: 19670620 10-Q 1 FORM 10-Q FOR P/E 6/30/96 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1996 OR [ ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 33-64450 AMERICAN STANDARD INC. (Exact name of Registrant as specified in its charter) Delaware 25-0900465 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) One Centennial Avenue, P.O. Box 6820, Piscataway, NJ 08855-6820 (Address of principle executive offices) (Zip Code) Registrant's telephone number, including area code (908) 980-6000 Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for 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, $.01 par value, outstanding at July 31, 1996 1,000 (shares) 2 PART 1. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS The following summary statement of operations of American Standard Inc. ("the Company") and subsidiaries for the three months and six months ended June 30, 1996 and 1995 has not been audited, but management believes that all adjustments, consisting of normal recurring items, necessary for a fair presentation of financial data for those periods have been included. Results for the three- and six-month periods of 1996 are not necessarily indicative of results for the entire year. AMERICAN STANDARD INC. AND SUBSIDIARIES UNAUDITED SUMMARY STATEMENT OF OPERATIONS (In millions)
THREE MONTHS ENDED SIX MONTHS ENDED JUNE 30, JUNE 30, -------------------- --------------------- 1996 1995 1996 1995 -------- -------- -------- -------- SALES $1,518.3 $1,370.8 $2,882.6 $2,594.0 -------- -------- -------- -------- COST AND EXPENSES Cost of sales 1,133.8 1,008.5 2,162.8 1,917.6 Selling and administrative expenses 228.5 215.1 454.5 415.7 Asset impairment loss -- -- 235.2 -- Other expense 9.8 8.4 17.4 19.1 Interest expense 50.8 53.8 102.3 111.2 -------- -------- -------- -------- 1,422.9 1,285.8 2,972.2 2,463.6 INCOME (LOSS) BEFORE INCOME TAXES AND EXTRAORDINARY ITEM 95.4 85.0 (89.6) 130.4 Income taxes 34.6 35.5 52.8 54.4 -------- -------- -------- -------- INCOME (LOSS) BEFORE EXTRAORDINARY ITEM 60.8 49.5 (142.4) 76.0 Extraordinary loss on retirement of debt -- -- -- (30.1) -------- -------- -------- -------- NET INCOME (LOSS) $ 60.8 $ 49.5 $ (142.4) $ 45.9 ======== ======== ======== ========
See accompanying notes 2 3 ITEM 1. FINANCIAL STATEMENTS (CONTINUED) AMERICAN STANDARD INC. AND SUBSIDIARIES UNAUDITED SUMMARY BALANCE SHEET (Dollars in millions except share data)
JUNE 30, DECEMBER 31, 1996 1995 -------- -------- CURRENT ASSETS Cash and cash equivalents $ 23.6 $ 88.7 Accounts receivable 864.4 771.0 Inventories Finished products 231.8 190.7 Products in process 90.2 84.7 Raw materials 96.9 86.9 -------- -------- 418.9 362.3 Other current assets 92.2 72.9 -------- -------- TOTAL CURRENT ASSETS 1,399.1 1,294.9 FACILITIES, less accumulated depreciation; June 1996 - $540.3; Dec. 1995 - $513.6 912.0 924.5 GOODWILL 855.0 1,081.6 OTHER ASSETS 223.9 218.6 -------- -------- TOTAL ASSETS $3,390.0 $3,519.6 ======== ======== CURRENT LIABILITIES Loans payable to banks $ 207.1 $ 240.0 Current maturities of long-term debt 69.3 72.9 Accounts payable 432.4 438.2 Accrued payrolls 161.7 171.4 Other accrued liabilities 414.7 374.1 -------- -------- TOTAL CURRENT LIABILITIES 1,285.2 1,296.6 LONG-TERM DEBT 1,750.8 1,770.1 RESERVE FOR POSTRETIREMENT BENEFITS 502.2 482.4 OTHER LIABILITIES 348.1 350.1 -------- -------- TOTAL LIABILITIES 3,886.3 3,899.2 COMMITMENTS AND CONTINGENCIES STOCKHOLDER'S DEFICIT Preferred stock, Series A, 1,000 shares issued and outstanding, par value $.01 -- -- Common stock, 1,000 shares issued and outstanding, $.01 par value -- -- Capital surplus 544.4 519.9 Accumulated deficit (867.2) (724.8) Foreign currency translation effects (173.5) (174.7) -------- -------- TOTAL STOCKHOLDER'S DEFICIT (496.3) (379.6) -------- -------- $3,390.0 $3,519.6 ======== ========
See accompanying notes 3 4 ITEM 1. FINANCIAL STATEMENTS (CONTINUED) AMERICAN STANDARD INC. AND SUBSIDIARIES UNAUDITED SUMMARY STATEMENT OF CASH FLOWS (Dollars in millions)
SIX MONTHS ENDED JUNE 30, --------------------- 1996 1995 ------- ------- CASH PROVIDED (USED) BY: OPERATING ACTIVITIES: Income (loss) before extraordinary item $(142.4) $ 76.0 Asset impairment loss 235.2 -- Depreciation 60.4 55.8 Amortization of goodwill 13.7 16.6 Non-cash interest 32.1 31.7 Non-cash stock compensation 16.6 15.2 Changes in assets and liabilities: Accounts receivable (93.4) (148.8) Inventories (52.8) (96.7) Accounts payable and other accruals 19.2 109.7 Other assets and liabilities (41.7) 24.6 ------- ------- Net cash provided by operating activities 46.9 84.1 ------- ------- INVESTING ACTIVITIES: Purchases of property, plant and equipment (75.0) (56.3) Investments in affiliated companies (1.8) (17.1) Other 20.0 10.6 ------- ------- Net cash used by investing activities (56.8) (62.8) ------- ------- FINANCING ACTIVITIES: Capital contributions from parent -- 269.2 Proceeds from issuance of long-term debt 2.7 450.5 Repayments of long-term debt (33.3) (988.0) Net change in revolving credit facility (20.8) 197.7 Net change in other short-term debt 4.3 (5.4) Other (7.0) (11.9) ------- ------- Net cash used by financing activities (54.1) (87.9) ------- ------- Effect of exchange rate changes on cash and cash equivalents (1.1) .4 ------- ------- Net decrease in cash and cash equivalents (65.1) (66.2) Cash and cash equivalents at beginning of period 88.7 92.7 ------- ------- Cash and cash equivalents at end of period $ 23.6 $ 26.5 ======= =======
See accompanying notes 4 5 AMERICAN STANDARD INC. AND SUBSIDIARIES NOTES TO FINANCIAL STATEMENTS NOTE 1. ADOPTION OF NEW ACCOUNTING PRONOUNCEMENT Effective January 1, 1996, the Company adopted Statement of Financial Accounting Standards No. 121 (FAS 121"), Accounting for the Impairment of Long-Lived assets and for Long-Lived Assets to Be Disposed Of, resulting in a non-cash charge of $235 million in the first quarter of 1996. See "Management's Discussion and Analysis of Financial Condition and Results of Operations - Overview" NOTE 2. TAX MATTERS As described in Note 5 of Notes to Consolidated Financial Statements in the Company's Annual report on Form 10-K for the year ended December 31, 1995, there are pending German tax issues for the years 1984 through 1990. See "Management's Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources." 5 6 PART 1. FINANCIAL INFORMATION ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OVERVIEW Operating income increased 8% to $175 million in the second quarter of 1996 from $162 million in 1995 on a strong performance by Air Conditioning Products and a gain by Plumbing Products, offset partly by a decrease for Automotive Products related to declining markets. Effective January 1, 1996 the Company adopted FAS 121 related to impairment of long-lived assets. As a result, the Company recorded a non-cash charge in the first quarter of 1996 of $235 million, over 90% of which represented the write-down of goodwill, for which there is no tax benefit. Excluding this charge, operating income for the first half of 1996 was $300 million, an increase of 4% over the $288 million of operating income in the first half of 1995. SUMMARY SEGMENT AND INCOME DATA (Dollars in millions) (Unaudited)
THREE MONTHS ENDED SIX MONTHS ENDED JUNE 30, JUNE 30, ------------------- ------------------- 1996 1995 1996 1995 ------- ------- ------- ------- Sales: Air Conditioning Products $ 924 $ 782 $ 1,682 $ 1,425 Plumbing Products 372 322 720 645 Automotive Products 223 267 481 524 ------- ------- ------- ------- Total sales $ 1,519 $ 1,371 $ 2,883 $ 2,594 ======= ======= ======= ======= Operating income before asset impairment loss: Air Conditioning Products $ 112 $ 86 $ 173 $ 128 Plumbing Products 35 32 57 73 Automotive Products 28 44 70 87 ------- ------- ------- ------- 175 162 300 288 Asset impairment loss: Air Conditioning Products -- -- (121) -- Plumbing Products -- -- (114) -- ------- ------- ------- ------- -- -- (235) -- ------- ------- ------- ------- Total operating income 175 162 65 288 Interest expense (50) (54) (102) (111) Corporate and other expenses (29) (23) (52) (47) ------- ------- ------- ------- Income (loss) before income taxes and extraordinary item $ 96 $ 85 $ (89) $ 130 ======= ======= ======= =======
6 7 RESULTS OF OPERATIONS FOR THE SECOND QUARTER AND FIRST SIX MONTHS OF 1996 COMPARED WITH THE SECOND QUARTER AND FIRST SIX MONTHS OF 1995 Consolidated sales for the second quarter of 1996 were $1,519 million, an increase of $148 million, or 11% (13% excluding the unfavorable effects of foreign exchange), from $1,371 million in the second quarter of 1995. Sales increased 18% for Air Conditioning Products and 16% for Plumbing Products, while sales for Automotive Products decreased 16% compared with the second quarter of 1995. Operating income for the second quarter of 1996 was $175 million, an increase of $13 million, or 8% (11% excluding the unfavorable effects of foreign exchange), from $162 million in the second quarter of 1995. Operating income increased 30% for Air Conditioning Products and 9% for Plumbing Products but decreased 36% for Automotive Products. Consolidated sales for the first half of 1996 were $2,883 million, an increase of $289 million, or 11% (12% excluding the unfavorable effects of foreign exchange), from $2,594 million in the first half of 1995. Sales increased 18% for Air Conditioning Products and 12% for Plumbing Products, while sales for Automotive Products declined 8%. Operating income (excluding the asset impairment charge previously mentioned) was $300 million for the first half of 1996, an increase of 4% (6% excluding the unfavorable effects of foreign exchange), compared with $288 million in the first half of 1995. Operating income increased 35% for Air Conditioning Products but declined 22% for Plumbing Products and 20% for Automotive Products. Sales of Air Conditioning Products increased 18% (19% excluding the unfavorable effects of foreign exchange) to $924 million for the second quarter of 1996 from $782 million for the comparable quarter of 1995 as a result of strong volume and higher prices for applied and unitary commercial systems in all markets, higher volumes of residential products in the U.S. and sales by the new operations in the People's Republic of China ("PRC"). Sales of commercial products in the U.S. increased because of improved markets, demand for chiller replacement (due to the ban on CFC refrigerant production), higher prices and gains in market share. Residential sales were up because of improved markets due in part to higher than normal temperatures in most regions of the U.S. and improved economic conditions. International sales for the second quarter of 1996 increased principally because of sales in the new PRC operations, along with volume increases in most other businesses. Sales for Air Conditioning Products for the first half of 1996 increased by 18% to $1,682 million from $1,425 million in the first half of 1995, primarily for the reasons cited for the second quarter increase. Operating income of Air Conditioning Products increased 30% to $112 million in the second quarter of 1996 from $86 million in the 1995 quarter, primarily reflecting expanded commercial and residential product sales in the U.S. Despite significantly higher sales (primarily in the PRC), operating income for international operations was essentially unchanged. European operations were flat as they continued to experience weak economic conditions while the new PRC operations contributed a modest amount of operating income. Operating income for the first half of 1996, excluding the asset impairment charge explained above, increased 35% essentially for the reasons mentioned for the second quarter increase. Sales of Plumbing Products increased 16% (17% excluding the unfavorable effects of foreign exchange) to $372 million in the second quarter of 1996 from $322 million in the second quarter of 1995 primarily as a result of sales by Porcher, the French manufacturer acquired in the fourth quarter of 1995, and higher U.S. sales. Excluding Porcher, 1996 second quarter sales were essentially flat overall compared with the 1995 quarter, as international sales 7 8 declined 6%, offset by a 13% increase for U.S. operations. The decrease in international sales occurred in Europe, particularly in Germany, Italy and France, which continued to experience weak economic conditions, offset partly by increased volume in the Middle East. Sales in the U.S. increased as a result of higher volumes to retail market channels, higher prices and a favorable product sales mix. Sales of Plumbing Products for the first half of 1996 increased 12% (13% excluding the unfavorable effects of foreign exchange) to $720 million from $645 million in the first half of 1995. Excluding Porcher and foreign exchange effects, sales decreased by 3% for the 1996 half compared with the 1995 period as a result of the same factors affecting the second quarter results and because of a five-week strike in the Philippines that occurred in the first quarter of 1996. Operating income of Plumbing Products increased 9% (13% excluding the unfavorable effects of foreign exchange) to $35 million for the second quarter of 1996 from $32 million for the 1995 period, as a result of the turnaround in U.S. operatons, offset partly by a decline for international operations. In the U.S., operating income improved because of the higher sales, benefits of lower-cost product sourcing from the Company's Mexican facilities and manufacturing cost improvements. For international operations, operating income declined primarily because of weaker European markets, particularly in Germany, and to a lesser extent in Italy and France. Despite the gain for U.S. operations, operating income for the first half of 1996, excluding the aforementioned asset impairment charge, declined by 22% (21% excluding foreign exchange effects) from the first half of 1995, because of the decline in international operations and the first quarter Philippines strike. Sales of Automotive Products for the second quarter of 1996 decreased 16% (12% excluding the unfavorable effects of foreign exchange) to $223 million from $267 million in the second quarter of 1995, primarily because of market weakness in Europe and order delays at several large customers in anticipation of new truck model introductions. Unit volume of truck and bus production in western Europe decreased from the second quarter of 1995, especially in Germany and France, and aftermarket, trailer, export and Brazilian markets also declined. Sales of Automotive Products for the first half of 1996 decreased 8% (6% excluding the unfavorable effects of foreign exchange) to $481 million from $524 million in the first half of 1995, primarily for the reasons which caused declines in the second quarter. Operating income for Automotive Products for the second quarter of 1996 was $28 million, a decrease of 36% (32% excluding the unfavorable effects of foreign exchange) from the record $44 million in the second quarter of 1995. This reflected the lower sales because of market weakness, offset partly by productivity improvements. Operating income for Automotive Products for the first half of 1996 was $70 million, a decrease of 20% (18% excluding the unfavorable effects of foreign exchange) from $87 million in the first half of 1995 principally for the reasons described for the second quarter. FINANCIAL REVIEW Interest expense decreased $3 million in the second quarter of 1996 compared to the year-earlier quarter, primarily as a result of reduced debt balances together with lower overall interest rates on debt outstanding under the Company's 1995 bank credit agreement (the "1995 Credit Agreement"). The increase in corporate and other expenses is primarily attributable to higher corporate spending, including increased development expenses, and higher minority interest charges primarily related to the consolidation of the air conditioning venture in the PRC. 8 9 The income tax provision for the second quarter of 1996 was $35 million, or 36.3% of pretax income (excluding the asset impairment charge on which there is no tax benefit) compared with a provision of $35 million, of 41.8% of pretax income in the second quarter of 1995. The second quarter tax rate reflects the full year estimate and is comparable to the full year 1995 rate. Continued improvements in U.S. income enabled the Company to recognize previously unrecognized tax benefits in 1996 and the latter part of 1995, resulting in the lower effective tax rate. As a result of the redemption of debt in the first quarter of 1995 upon completion of a refinancing, the first half of 1995 included an extraordinary charge of $30 million attributable to the write-off of unamortized debt issuance costs, for which no tax benefit was available. CASH FLOWS Net cash provided by operating activities, after cash interest paid of $73 million, was $47 million for the first six months of 1996, compared with net cash provided of $84 million for the similar period of 1995. The $37 million decrease resulted primarily from higher payments on liabilities, especially income taxes. Inventories and accounts receivable increased in both six month periods reflecting the increased sales volumes and the seasonal pattern typical of the first half of the year. Despite the overall increase in working capital, inventory turnover as of June 30, 1996, improved one full turn from June 30, 1995, and working capital as a percent of sales improved one point. The Company made capital expenditures of $77 million for the first half of 1996, including $2 million of investments in affiliated companies compared with capital expenditures of $73 million in the first half of 1995, including $17 million of investments in affiliated companies. The principal financing activity during the first half of 1996 was a scheduled debt repayment of $25 million. LIQUIDITY AND CAPITAL RESOURCES At June 30, 1996, the Company had outstanding borrowings of $153 million under the revolving facilities available under the 1995 Credit Agreement ("Revolving Facilities"). There was $333 million available under the Revolving Facilities after reduction for borrowings and for $64 million of letters of credit usage. In addition, at June 30, 1996, the Company's foreign subsidiaries had $78 million available under overdraft facilities which can be withdrawn by the banks at any time. The 1995 Credit Agreement contains various covenants that limit certain activities and transactions and require the Company to meet certain financial tests. Certain other American Standard Inc. debt instruments also contain financial tests and other covenants. The Company believes it is currently in compliance with all such covenants. As described in Note 5 of Notes to Consolidated Financial Statements in the Company's Annual Report on Form 10-K for the year ended December 31, 1995, there are pending German Tax issues for the years 1984 through 1990. There has been no change in the status of these issues since that report was filed. 9 10 PART II. OTHER INFORMATION Item 1. Legal Proceedings. For a discussion of German tax issues see "Management's Discussion and Analysis of Financial Condition and Results of Operations -- Liquidity and Capital Resources" in Part I of this report which is incorporated herein by reference. As previously reported in Item 3 of the Company's Annual Report on Form 10-K for the year ended December 31, 1995, American Standard Inc. is the defendant in a lawsuit brought by Entech Sales and Service, Inc. on behalf of an alleged class of contractors engaged in the service and repair of commercial air conditioning equipment, filed in March 1993. With respect to the one claim that was certified as a class action seeking $680 million (subject to trebling under antitrust law), on May 24, 1996, the District Court granted American Standard Inc.'s motion for summary judgment dismissing the claim. The two remaining alleged violations may now be asserted only by Entech on its own behalf. In management's opinion the remaining litigation will not have a material adverse effect on the Company's financial position, cash flows, or results of operations. Item 6. Exhibits and Reports on Form 8-K (a) Exhibits. The exhibits listed on the accompanying Index to Exhibits are files as part of this quarterly report on form 10-Q. (b) Reports on Form 8-K. During the quarter ended June 30, 1996, the Company filed no reports on Form 8-K. 10 11 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. AMERICAN STANDARD INC. By: /s/ G. Ronald Simon ------------------------------- G. Ronald Simon Vice President & Controller (Principal Accounting Officer) August 9, 1996 11 12 AMERICAN STANDARD INC. INDEX TO EXHIBITS (The File Number of the Registrant, American Standard Inc. is 33-64450) Exhibit No. Description ----------- ----------- (27) Financial Data Schedule 12 EX-27 2 FINANCIAL DATA SCHEDULE WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE. EX-27
5 1,000 U.S. DOLLARS 6-MOS DEC-31-1996 JAN-01-1996 JUN-30-1996 1 19,720 3,908 894,861 30,499 418,944 1,399,064 1,452,307 540,274 3,389,962 1,285,164 1,750,798 0 0 0 (496,324) 3,389,962 2,882,568 2,882,568 2,162,854 2,162,854 707,136 6,947 102,289 (89,711) 52,752 (142,463) 0 0 0 (142,463) 0 0
-----END PRIVACY-ENHANCED MESSAGE-----