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 March 30, 1997
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number 333-17827
ISP HOLDINGS INC.
(Exact name of registrant as specified in its charter)
Delaware 51-0376469
(State of Incorporation) (I. R. S. Employer
Identification No.)
818 Washington Street, Wilmington, Delaware 19801
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (302) 428-0847
(Not applicable)
(Former name, former address and former fiscal year, if changed since last
report.)
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 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.
YES /X/ NO / /
As of May 9, 1997, 1,759,154 shares of the Registrant's common stock (par
value, $.01 per share) were outstanding.
<PAGE>
Part I - FINANCIAL INFORMATION
Item 1 - FINANCIAL STATEMENTS
ISP HOLDINGS INC.
CONSOLIDATED STATEMENTS OF INCOME
(Thousands, except per share amounts)
Quarter Ended
--------------------
March 31, March 30,
1996 1997
--------- ---------
Net sales................................ $ 185,611 $191,157
--------- ---------
Costs and expenses:
Cost of products sold.................. 112,896 114,161
Selling, general and administrative.... 35,224 37,336
Goodwill amortization.................. 3,300 3,317
--------- ---------
Total costs and expenses............. 151,420 154,814
--------- ---------
Operating income......................... 34,191 36,343
Interest expense......................... (7,896) (18,597)
Equity in earnings of joint venture...... 1,414 1,385
Other income, net........................ 3,566 6,043
--------- ---------
Income from continuing operations before
income taxes and extraordinary item.... 31,275 25,174
Income taxes............................. (11,415) (9,194)
Minority interest in income of
subsidiary............................. (3,496) (3,776)
--------- ---------
Income from continuing operations before
extraordinary item..................... 16,364 12,204
Loss from discontinued operations, net
of income tax benefits................. (9,245) -
--------- ---------
Income before extraordinary item......... 7,119 12,204
Extraordinary item, net of income
tax benefit of $5,016.................. (8,186) -
--------- ---------
Net income (loss)........................ $ (1,067) $ 12,204
========= =========
See Notes to Consolidated Financial Statements
1
<PAGE>
ISP HOLDINGS INC.
CONSOLIDATED BALANCE SHEETS
December 31, March 30,
1996 1997
------------ ----------
ASSETS (Thousands)
Current Assets:
Cash and cash equivalents..................... $ 17,938 $ 17,920
Investments in trading securities............. 2,334 27,328
Investments in available-for-sale securities.. 158,698 205,177
Investments in held-to-maturity securities.... 1,977 2,214
Other short-term investments.................. 21,435 20,619
Accounts receivable, trade, net............... 66,875 77,229
Accounts receivable, other................... 12,835 29,681
Receivable from affiliates, net............... 5,236 8,240
Inventories................................... 108,586 110,794
Net current assets of discontinued operations. 206,708 -
Other current assets.......................... 13,239 12,919
---------- ----------
Total Current Assets........................ 615,861 512,121
Property, plant and equipment, net.............. 493,243 495,963
Goodwill, net................................... 421,017 417,700
Other assets.................................... 70,311 63,802
---------- ----------
Total Assets.................................... $1,600,432 $1,489,586
========== ==========
LIABILITIES AND SHAREHOLDER'S EQUITY
Current Liabilities:
Short-term debt............................... $ 22,282 $ 50,694
Current maturities of long-term debt.......... 610 554
Accounts payable.............................. 43,465 49,981
Accrued liabilities........................... 66,907 71,435
Income taxes.................................. 5,751 5,989
---------- ----------
Total Current Liabilities................... 139,015 178,653
---------- ----------
Long-term debt less current maturities.......... 834,284 866,808
---------- ----------
Deferred income taxes........................... 53,612 44,236
---------- ----------
Net noncurrent liabilities of discontinued
operations.................................... 353,880 -
---------- ----------
Other liabilities............................... 60,758 59,516
---------- ----------
Minority interest in subsidiary................. 116,230 120,065
---------- ----------
Shareholder's Equity:
Cumulative redeemable convertible preferred
stock, $.01 par value per share; 800,000
shares authorized: 0 shares issued......... - -
Common stock, $.01 par value per share;
3,000,000 shares authorized: 1,769,054
shares issued............................... - 18
Additional paid-in capital.................... 46,426 212,487
Treasury stock, at cost - 9,900 shares........ - (839)
Accumulated deficit........................... (13,925) (1,721)
Cumulative translation adjustment and other... 10,152 10,363
---------- ----------
Shareholder's Equity........................ 42,653 220,308
---------- ----------
Total Liabilities and Shareholder's Equity ..... $1,600,432 $1,489,586
========== ==========
See Notes to Consolidated Financial Statements
2
<PAGE>
ISP HOLDINGS INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
Quarter Ended
-------------------
March 31, March 30,
1996 1997
--------- --------
(Thousands)
Cash and cash equivalents, beginning of period......... $ 14,080 $ 17,938
-------- --------
Cash provided by operating activities:
Net income (loss)..................................... (1,067) 12,204
Adjustments to reconcile net income (loss) to net
cash provided by (used in) operating activities:
Loss from discontinued operations................ 9,245 -
Extraordinary item............................... 8,186 -
Depreciation..................................... 9,102 10,006
Goodwill amortization............................ 3,300 3,317
Deferred income taxes............................ (4,905) 6,626
(Increase) decrease in working capital items......... (8,975) (17,996)
Purchases of trading securities...................... (12,531) (24,216)
Proceeds from sales of trading securities............ 13,159 6,406
Change in net receivable from/payable to related
parties............................................ (1,903) (3,004)
Change in cumulative translation adjustment.......... (2,307) (4,936)
Change in minority interest in subsidiary............ 3,046 2,881
Other, net........................................... 5,271 4,872
-------- --------
Net cash provided by (used in) operating activities 19,621 (3,840)
-------- --------
Cash provided by (used in) investing activities:
Capital expenditures and acquisition................. (9,871) (13,945)
Cash flow from discontinued operations............... 1,046 -
Purchases of available-for-sale securities........... (36,856) (73,956)
Purchases of held-to-maturity securities............. (3,306) (1,623)
Proceeds from sales of available-for-sale securities. 72,587 31,739
Proceeds from held-to-maturity securities............ 3,118 1,386
-------- --------
Net cash provided by (used in) investing activities 26,718 (56,399)
-------- --------
Cash provided by (used in) financing activities:
Increase (decrease) in short-term debt............... (14,081) 28,412
Increase in borrowings under revolving credit
facility........................................... 6,200 32,575
Other increase (decrease) in long-term debt, net..... 504 (140)
Decrease in loans from affiliate..................... (20,671) -
Financing fees....................................... - (492)
Repurchases of common stock.......................... - (839)
Subsidiary's repurchases of common stock............. (464) -
Dividends and distributions to parent company........ (1,046) -
Other................................................ 547 705
-------- --------
Net cash provided by (used in) financing activities (29,011) 60,221
-------- --------
Net change in cash and cash equivalents................ 17,328 (18)
-------- --------
Cash and cash equivalents, end of period............... $ 31,408 $ 17,920
======== ========
Supplemental Cash Flow Information:
Cash paid during the period for:
Interest (net of amount capitalized)............... $ 12,020 $ 16,570
Income taxes....................................... 14,174 36
See Notes to Consolidated Financial Statements
3
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The "Company" refers to ISP Holdings Inc. and its subsidiaries, and the
"Registrant" refers to ISP Holdings Inc. These financial statements have been
prepared on a basis which retroactively reflects the formation of the
Registrant, as discussed in Note A below, for all periods presented and
reflect, in the opinion of the Registrant, all adjustments necessary to present
fairly the financial position of the Company at December 31, 1996 and March 30,
1997, and the results of operations and cash flows for the periods ended March
31, 1996 and March 30, 1997. All adjustments are of a normal recurring nature.
These financial statements should be read in conjunction with the annual
financial statements and notes thereto included in Amendment No. 2 to the
Registrant's Form S-4 Registration Statement (Registration No. 333-17827) (the
"Form S-4").
NOTE A: Prior to January 1, 1997, the Registrant was a wholly owned
subsidiary of GAF Corporation ("GAF"). The Registrant was formed on
August 6, 1996, and 10 shares of its common stock were issued to GAF
in exchange for all of the capital stock of G-I Holdings Inc. ("G-I
Holdings"). On January 1, 1997, GAF effected a series of
transactions that resulted in, among other things, the capital stock
of the Registrant being distributed to the stockholders of GAF. As a
result of such distribution, the Registrant and its principal asset,
which is approximately 83.5% of the issued and outstanding shares of
capital stock of International Specialty Products Inc. ("ISP"), are
no longer direct or indirect assets of GAF or its subsidiary, G-I
Holdings Inc., while Building Materials Corporation of America and
U.S. Intec, Inc. and certain other assets and liabilities, including
liabilities for asbestos-related claims, remain part of G-I Holdings
and GAF, but are not assets or liabilities of the Company.
NOTE B: Inventories consist of the following:
December 31, March 30,
1996 1997
------------ ---------
(Thousands)
Finished goods $ 68,436 $ 69,252
Work in process............ 24,261 24,464
Raw materials and supplies 17,814 20,466
-------- --------
Total...................... 110,511 114,182
Less LIFO reserve.......... (1,925) (3,388)
-------- --------
Inventories................ $108,586 $110,794
======== ========
4
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE C: Contingencies
GAF is a defendant in a substantial number of pending lawsuits
involving asbestos-related bodily injury claims. GAF and G-I
Holdings have advised the Company that, subject to certain
assumptions, they believe that their reserves adequately reflect
their asbestos-related liabilities. Neither ISP, the Registrant nor
the assets or operations of ISP, which was operated as a division of
a corporate predecessor of GAF prior to July 1986, have been involved
in the manufacture or sale of asbestos products. The Company
believes that it and ISP should have no legal responsibility for
damages in connection with asbestos-related claims.
For further information regarding asbestos-related matters,
reference is made to Note 13 to Consolidated Financial Statements
contained in the Form S-4.
Environmental Litigation
The Company, together with other companies, is a party to a
variety of administrative proceedings and lawsuits involving
environmental matters ("Environmental Claims"), in which recovery is
sought for the cost of cleanup of contaminated sites, a number of
which are in the early stages or have been dormant for protracted
periods.
In the opinion of the Company's management, the resolution of
the Environmental Claims should not be material to the business,
liquidity, results of operations, cash flows or financial position of
the Company. However, adverse decisions or events, particularly as
to the liability and the financial responsibility of the Company's
insurers and of the other parties involved at each site and their
insurers, could cause the Company to increase its estimate of its
liability in respect of such matters. It is not currently possible
to estimate the amount or range of any additional liability.
For further information regarding environmental matters,
reference is made to "Business - Environmental Litigation" contained
in the Form S-4.
5
<PAGE>
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Results of Operations - First Quarter 1997 Compared With
First Quarter 1996
The Company recorded first quarter 1997 income from continuing operations
of $12.2 million versus $16.4 million in the first quarter of 1996. The
decrease was attributable to increased interest expense resulting from the
issuance of $524.9 million of the Registrant's senior debt in October of 1996,
partially offset by higher operating income and other income, net.
Net sales for the first quarter of 1997 were $191.2 million compared with
$185.6 million for the first quarter of 1996. The higher sales reflected
higher sales of specialty chemicals (up $2.6 million), mineral products (up
$2.7 million) and filter products (up $.7 million). The sales growth in
specialty chemicals was attributable to increased sales volumes (up $9.3
million), partially offset by the unfavorable effect ($4.9 million) of the
stronger U.S. dollar relative to other currencies in certain areas of the world
and by unfavorable selling prices. The higher mineral and filter products
sales were due principally to increased sales volumes. The sales growth in the
first quarter reflected increased sales in the U.S., Asia-Pacific and the
Western Hemisphere, partially offset by lower sales in Europe.
Operating income for the first quarter of 1997 increased by 6% to $36.3
million from last year's $34.2 million, while the Company's operating margin
improved from 18.4% to 19.0%. The higher operating income benefited from
improved results for mineral products (up $1.5 million), filter products (up
$.7 million) and specialty chemicals (up $.5 million), primarily as a result of
the higher sales volumes.
Interest expense for the first quarter was $18.6 million compared with
$7.9 million in the first quarter of 1996. The higher interest expense was
attributable to higher debt levels. Other income, net, for the first quarter
of 1997 was $6.0 million compared with $3.6 million in the first quarter of
1996, the increase resulting primarily from higher investment income (up $1.7
million).
Liquidity and Financial Condition
During the first quarter of 1997, the Company used cash for operations of
$3.8 million, reinvested $13.9 million for capital programs and invested $42.5
million for net purchases of available-for-sale and held-to-maturity
6
<PAGE>
securities, for a net cash outflow of $60.2 million before financing
activities. Cash from operations reflected a $17.8 million cash outlay for net
purchases of trading securities and also included a $5.0 million dividend
received from the GAF-Huls Chemie GmbH joint venture. Working capital
increased by $24.2 million, primarily reflecting a $10.4 million increase in
trade accounts receivable due to higher sales in March 1997 versus December
1996, a $16.8 million increase in accounts receivable, other, mainly from the
sale of ISP's domestic trade accounts receivable, and a $2.2 million increase
in inventories, partially offset by an $11.1 million net increase in accounts
payable and accrued liabilities due mainly to accrued interest on the
Registrant's senior debt issued in October 1996.
Net cash generated from financing activities in the first quarter of 1997
totaled $60.2 million, mainly reflecting a $32.6 million increase in borrowings
under ISP's bank revolving credit facility and $28.4 million of additional
short-term borrowings.
As a result of the foregoing factors, cash and cash equivalents remained
level during the first quarter of 1997 at $17.9 million (excluding $255.3
million of trading, available-for-sale and held-to-maturity securities and
other short-term investments).
The Registrant is a holding company without independent businesses or
operations and, as such, is dependent upon the cash flow of its approximately
83.5%-owned subsidiary, ISP, in order to satisfy its obligations. The
Registrant expects to satisfy such obligations from, among other things,
refinancings of debt, dividends and loans from ISP, as to which there are
restrictions under ISP's revolving credit facility and the indenture relating
to ISP's 9% Senior Notes, and payments pursuant to the Tax Sharing Agreement
between the Registrant and ISP. As of March 30, 1997, it would have been
permissible for ISP to pay dividends in the aggregate amount of $91.3 million,
of which $76.1 million would have been available to the Registrant, and to make
loans to affiliates of $74.2 million. In addition, as of March 30, 1997, loans
in the aggregate amount of $50 million were owed by ISP to the Registrant.
See Note C to Consolidated Financial Statements for information regarding
contingencies.
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable
7
<PAGE>
PART II
OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
27 - Financial Data Schedule, which is submitted electronically to the
Securities and Exchange Commission for information only.
(b) No Reports on Form 8-K were filed during the quarter ended
March 30, 1997.
8
<PAGE>
SIGNATURES
-----------
Pursuant to the requirements of Section 13 or 15(d) 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.
ISP HOLDINGS INC.
DATE: May 12, 1997 BY: /s/James P. Rogers
------------ ------------------------------
James P. Rogers
Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)
DATE: May 12, 1997 BY: /s/Jonathan H. Stern
------------ ------------------------------
Jonathan H. Stern
Vice President and Controller
(Principal Accounting Officer)
9
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE FIRST
QUARTER 1997 10-Q OF ISP HOLDINGS INC. AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-30-1997
<CASH> 17,920
<SECURITIES> 234,719
<RECEIVABLES> 77,229
<ALLOWANCES> 0
<INVENTORY> 110,794
<CURRENT-ASSETS> 512,121
<PP&E> 495,963
<DEPRECIATION> 0
<TOTAL-ASSETS> 1,489,586
<CURRENT-LIABILITIES> 178,653
<BONDS> 866,808
0
0
<COMMON> 18
<OTHER-SE> 220,290
<TOTAL-LIABILITY-AND-EQUITY> 1,489,586
<SALES> 191,157
<TOTAL-REVENUES> 191,157
<CGS> 114,161
<TOTAL-COSTS> 114,161
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 18,597
<INCOME-PRETAX> 25,174
<INCOME-TAX> 9,194
<INCOME-CONTINUING> 12,204
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 12,204
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
