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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1998
OR
[X] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____________ to ____________
Commission file number 1-8247
JOHNS MANVILLE CORPORATION
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 84-0856796
------------------------- --------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
717 17th Street
Denver, Colorado 80202
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(303) 978-2000
--------------
(Registrant's telephone number, including area code)
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 [_]
At May 11, 1998, there were 158,266,938 shares of the registrant's
common stock outstanding.
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*PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
--------------------
* "JM" or the "Company" when used in this report refers to Johns Manville
Corporation, incorporated in the State of Delaware in 1991, and includes,
where applicable, its consolidated subsidiaries.
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JOHNS MANVILLE CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEET
(Thousands of dollars)
(Unaudited)
March 31, December 31,
ASSETS 1998 1997
- ------------------------------------------------- ----------- ------------
Current Assets
Cash and equivalents $ 95,755 $ 132,137
Marketable securities, at cost,
which approximates market 15,964 36,929
Receivables 248,672 221,943
Inventories 136,727 127,061
Prepaid expenses 11,177 11,409
Deferred tax assets 35,305 42,006
----------- -----------
Total Current Assets 543,600 571,485
Property, Plant and Equipment,
net of accumulated depreciation
of $671,054 and $639,711, respectively 829,349 797,759
Deferred Tax Assets 181,285 194,836
Goodwill 208,613 202,844
Other Assets 223,146 213,610
----------- -----------
$ 1,985,993 $ 1,980,534
================================================ =========== ===========
LIABILITIES
- -----------------------------------------------------------------------------
Current Liabilities
Short-term debt $ 1,753 $ 1,767
Accounts payable 102,092 114,638
Compensation and employee benefits 74,150 84,221
Income taxes 12,114 8,703
Other accrued liabilities 88,676 86,785
----------- -----------
Total Current Liabilities 278,785 296,114
Long-Term Debt, less current portion 443,709 456,294
Postretirement Benefits Other Than Pensions 200,128 197,419
Deferred Income Taxes and Other
Noncurrent Liabilities 323,169 337,624
----------- -----------
1,245,791 1,287,451
----------- -----------
Commitments and Contingencies
STOCKHOLDERS' EQUITY
- -----------------------------------------------------------------------------
Common Stock 1,629 1,628
Capital in Excess of Par Value 541,845 540,422
Treasury Stock, at cost (16,598) (16,522)
Unearned Stock Compensation (6,720) (7,224)
Retained Earnings 212,464 165,492
Accumulated Other Comprehensive Income (Note 5) 7,582 9,287
----------- -----------
740,202 693,083
----------- -----------
$ 1,985,993 $ 1,980,534
================================================= =========== ===========
See Notes to Condensed Consolidated Financial Statements.
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JOHNS MANVILLE CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF INCOME
(Thousands of dollars, except per share amounts)
(Unaudited)
Three Months
Ended March 31,
-----------------------
1998 1997
-------- --------
Net Sales $389,336 $379,010
Cost of Sales 293,588 278,354
Selling, General and Administrative 42,900 40,461
Research, Development and Engineering 7,615 7,277
Other Income (Expense), net (103) (3,220)
-------- --------
Income from Operations 45,130 49,698
Interest Income 1,865 2,955
Interest Expense 12,058 12,807
-------- --------
Income before Income Taxes and Cumulative
Effect of Accounting Change 34,937 39,846
Income Tax Expense (Note 2) 8,907 12,354
-------- --------
Income before Cumulative Effect of
Accounting Change 26,030 27,492
Cumulative Effect of a Change in Accounting
for Furnace Rebuilds, net of tax (Note 4) 27,409
-------- --------
Net Income $ 53,439 $ 27,492
============================================= ======== ========
Comprehensive Income (Note 5) $ 51,734 $ 21,453
======== ========
Three Months
Ended March 31,
-----------------------
EARNINGS PER COMMON SHARE 1998 1997
- --------------------------------------------- -------- --------
Basic and Diluted:
Income before Cumulative Effect of
Accounting Change $.16 $.17
Cumulative Effect of a Change in Accounting
for Furnace Rebuilds, net of tax (Note 4) .17
- --------------------------------------------- -------- --------
Net Income $.33 $.17
============================================= ======== ========
See Notes to Condensed Consolidated Financial Statements.
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JOHNS MANVILLE CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(Thousands of dollars)
(Unaudited)
Three Months
Ended March 31,
-----------------------
CASH FLOWS FROM OPERATING ACTIVITIES: 1998 1997
- ----------------------------------------------------- -------- ---------
Net income $ 53,439 $ 27,492
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 23,257 18,982
Deferred taxes 3,132 1,281
Cumulative effect of accounting change (27,409)
Other, net 3,809 8,514
(Increase) decrease in current assets:
Receivables (23,230) (6,463)
Inventories (5,381) (12,643)
Prepaid expenses 165 1,545
Increase (decrease) in current liabilities:
Accounts payable (13,422) (10,423)
Compensation and employee benefits (10,058) (14,676)
Income taxes 3,499 (253)
Other accrued liabilities 9,314 3,033
Change in other noncurrent liabilities (2,931) (4,944)
-------- ---------
Net cash provided by operating activities 14,184 11,445
-------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
- ------------------------------------------------------------------------------
Purchases of property, plant and equipment (22,421) (18,993)
Acquisitions (23,047) (113,010)
Purchases of held-to-maturity securities (49)
Purchases of available-for-sale securities (318) (275)
Proceeds from maturities of held-to-maturity
securities 13,553 1,003
Proceeds from sales or maturities of
available-for-sale securities 9,228 14,504
(Increase) decrease in other assets (7,579) (9,048)
-------- ---------
Net cash used in investing activities (30,584) (125,868)
-------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
- ------------------------------------------------------------------------------
Issuance of debt 56,000
Payments on debt (13,225) (40,065)
Dividends on common stock (6,462) (4,845)
Treasury and other stock transactions (75) 332
-------- ---------
Net cash provided by (used in) financing activities (19,762) 11,422
-------- ---------
Effect of Exchange Rate Changes on Cash (220) (467)
-------- ---------
Net Decrease in Cash and Equivalents (36,382) (103,468)
Cash and Equivalents at Beginning of Period 132,137 206,605
-------- ---------
Cash and Equivalents at End of Period $ 95,755 $ 103,137
===================================================== ======== =========
See Notes to Condensed Consolidated Financial Statements.
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JOHNS MANVILLE CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
The condensed consolidated financial statements of Johns Manville Corporation
(the "Company") as of March 31, 1998 and December 31, 1997 and for the three
months ended March 31, 1998 and 1997 reflect all normal, recurring adjustments
which are, in the opinion of management, necessary for a fair presentation of
the financial condition and the results of operations for the periods presented.
The year-end condensed consolidated balance sheet was derived from audited
financial statements, and as presented does not include all disclosures required
by generally accepted accounting principles. The Company has reclassified the
presentation of certain prior period information to conform with the current
presentation format. Additional information regarding the Company's accounting
policies, operations and financial position is contained or incorporated in the
Company's Form 10-K for the year ended December 31, 1997 filed with the
Securities and Exchange Commission.
Note 1 - Inventories
The major classes of inventories were as follows:
(Thousands of dollars)
March 31, December 31,
1998 1997
-------- -----------
Finished goods $ 90,188 $ 82,082
Raw materials and supplies 34,438 34,110
Work-in-process 12,101 10,869
-------- --------
$136,727 $127,061
======== ========
Note 2 - Income Taxes
The Company's effective tax rates were approximately 26 percent and 31 percent
in 1998 and 1997, respectively. The Company receives a tax deduction and a
related reduction in its effective tax rate when the Manville Personal Injury
Settlement Trust (the "Trust") pays claimants or makes distributions to a
specific settlement fund from dividends paid on, or proceeds received from
disposition of, Company stock held by the Trust (see Note 3). The Company
benefited from such distribution of dividend and stock sale proceeds to the
settlement fund and from the utilization of tax credits during 1998 and 1997.
Note 3 - Earnings Per Common Share and Equity
Basic and diluted earnings per common share amounts were determined using the
reported net income and the following common equivalent shares:
First Quarter
1998 1997
----------- -------------
Basic 161,620,000 161,517,000
Diluted 163,593,000 163,071,000
The Company paid a regular quarterly dividend of $.04 per common share totaling
$6.5 million, and $.03 per common share totaling $4.8 million in the first
quarters of 1998 and 1997, respectively.
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In April 1998, the Company purchased 3.6 million shares of its common stock from
the Trust at $13 per share. Accordingly, the Company will record treasury
stock, at cost, of $46.8 million in the second quarter of 1998.
Note 4 - Cumulative Effect of Accounting Change
Effective January 1, 1998, the Company changed its method of accounting for
glass furnace rebuild costs to the capitalization method from the allowance
method. Under the capitalization method, costs to periodically rebuild the
refractory components of the glass furnaces are capitalized when incurred and
depreciated on a straight-line basis over the estimated useful life of the
rebuild. The capitalization method provides an improved measure of the
Company's capital investment and is consistent with industry practice.
Previously, estimated costs to rebuild furnaces were credited to an allowance
and charged to operations over the estimated period to the next rebuild date.
The cumulative effect of this change in accounting principle increases 1998
earnings by $27.4 million, net of taxes of $17.9 million. This change resulted
in an increase in depreciation expense but eliminated the provision for furnace
rebuilds. The pro forma effect of this change on net income was not material.
Note 5 - Comprehensive Income
Effective January 1, 1998, the Company adopted Statement of Financial Accounting
Standards No. 130, "Reporting Comprehensive Income." Comprehensive income
generally includes changes in separately reported components of equity along
with net income. The Company's comprehensive income for 1998 and 1997 includes
net income as reported and foreign currency translation adjustments.
Note 6 - Acquisitions
In January 1998, the Company acquired the assets of a U.S. manufacturer of
reinforced thermoplastic roofing systems. Also in January 1998, the Company
acquired a plant, associated with the Insulation segment, which manufactures
calcium silicate pipe and block insulation, and fireproof board. The combined
purchase price for these acquisitions, accounted for under the purchase method,
was $23 million financed from existing cash balances. The excess of the
combined purchase prices over the estimated fair value of net assets acquired,
or goodwill, amounted to approximately $8.4 million.
Note 7 - Debt Refinancing
In April 1998, the Company announced its intention to refinance its $400 million
of 10 7/8% Senior Notes due 2004 (the "Senior Notes"). The refinancing will
consist of a tender offer for cash and consent solicitation for the proposed
amendments of certain of the covenants and provisions in the indenture relating
to the Senior Notes. The anticipated prepayment of the Senior Notes will result
in an extraordinary loss on the early extinguishment of debt in the second
quarter of 1998. Based on the notes and consents tendered as of May 8, 1998, the
consent solicitation expiration date, the tender price of 111.996 and related
costs, the pretax extraordinary loss would be approximately $50 million.
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In conjunction with the tender offer, the Company intends to consummate
unsecured revolving credit facilities (the "credit facilities") totaling $750
million, the proceeds of which will be used to refinance the Company's Senior
Notes, fund acquisitions and capital expenditures, and for other corporate
purposes. The credit facilities contain financial covenants which include
coverage ratios, consolidated net worth requirements and restrictions on
borrowings. The Company also expects to cancel its $100 million receivables sale
facility and its $75 million international revolving line of credit at
consummation of the credit facilities.
Note 8 - New Accounting Pronouncement
In February 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 132, "Employers' Disclosures about Pensions
and Other Postretirement Benefits." This statement, effective for periods
beginning after December 15, 1997, revises the required disclosures for employee
benefit plans, but does not change the measurement or recognition of such plans.
Note 9 - Business Segment Information
The Company reports separately the results of the Insulation, Roofing Systems
and Engineered Products segments. The Insulation segment consists of the
Company's building, commercial/industrial and original equipment manufacturers
("OEM") insulation businesses. The Roofing Systems segment consists of the
Company's commercial/industrial roofing systems business. The Engineered
Products segment consists of the Company's mats and fibers and filtration
businesses. Effective January 1, 1998, the Company adopted Statement of
Financial Accounting Standards No. 131, "Disclosures about Segments of an
Enterprise and Related Information." Consistent with the Company's internal
reporting, business segments now include allocated corporate expenses. The 1997
results were reclassified to conform with the current presentation format.
(Thousands of dollars)
Three Months
Ended March 31,
---------------------------
NET SALES 1998 1997
- ------------------------ --------- ---------
Insulation $ 164,379 $ 174,157
Roofing Systems 105,423 99,052
Engineered Products 125,852 116,110
Eliminations (6,318) (10,309)
- ------------------------ --------- ---------
Net Sales $ 389,336 $ 379,010
======================== ========= =========
INCOME FROM OPERATIONS
- ------------------------
Insulation $ 18,509 $ 23,338
Roofing Systems 4,367 5,152
Engineered Products 22,254 21,208
- ------------------------ --------- ---------
Income from Operations $ 45,130 $ 49,698
======================== ========= =========
Net sales included in Eliminations relate principally to the elimination of
intersegment sales from the Engineered Products segment to the Roofing Systems
segment (at prices approximating market).
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ITEM 2.
JOHNS MANVILLE CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
The Company's net sales in the first quarter of 1998 increased $10.3 million, or
2.7 percent, to $389.3 million compared with $379 million for the same period of
1997. Gross profit decreased $5 million, or 4.9 percent, to $95.7 million from
$100.7 million. The lower gross profit margin for the first quarter of 1998 of
24.6 percent compared with 26.6 percent for 1997 was due principally to lower
selling prices in several businesses, partially offset by productivity and cost
improvements, including a $3.6 million refund of insurance premiums related to
prior years.
Selling, general, administrative and research, development and engineering
expenses increased $2.8 million, or 5.8 percent, to $50.5 million. These
expenses were slightly higher as a percentage of sales at 13 percent for 1998
compared with 12.6 percent for 1997, due in part to acquisition-related costs
and the impact of lower selling prices. Other expense, net, was $0.1 million
for the first quarter of 1998 compared with $3.2 million for the same period of
1997 as 1998 included proceeds from the settlement of previously escrowed funds
relating to a landfill site formerly used by the Company. Income from operations
for the first quarter of 1998 was $45.1 million, down 9.2 percent, compared with
$49.7 million for the first quarter of 1997. Consistent with the Company's
internal reporting, business segments discussed below include allocated
corporate expenses.
Insulation Segment
The Insulation segment's net sales decreased $9.8 million, or 5.6 percent, to
$164.4 million from $174.2 million for the first quarter of 1998. Income from
operations decreased $4.8 million, or 20.7 percent, to $18.5 million from $23.3
million. The building insulation business experienced continued pricing
pressures partially offset by volume gains due to strong U.S. construction
markets, including improvements in manufactured housing and metal buildings.
The selling price declines led to lower margins and an overall decrease in
operating income for building insulations. Despite net sales decreases due to
the 1997 disposition of the molded automotive parts business, the
commercial/industrial and OEM insulation businesses had improved operating
results for the first quarter primarily due to productivity improvements and
reduced operating expenses.
Roofing Systems Segment
Net sales for the Roofing Systems segment increased $6.3 million, or 6.4
percent, to $105.4 million for the first quarter of 1998 from $99.1 million for
the same period of 1997 due to incremental volume increases from the recent
thermoplastic membranes acquisitions. This increase was partially offset by
decreased roofing activity caused by adverse weather conditions. Income from
operations for 1998 decreased $0.8 million to $4.4 million from $5.2 million for
1997, reflecting acquisition costs, the impact of weather-related construction
delays and competitive pressures.
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Engineered Products Segment
The Engineered Products segment's net sales increased $9.8 million to $125.9
million for the first quarter of 1998 compared with $116.1 million for the first
quarter of 1997, while income from operations increased $1.1 million, or 4.9
percent, to $22.3 million from $21.2 million. Volume improvements for the
Company's European operations, which includes the May 1997 acquisition of Mitex,
a manufacturer of fiber glass wall covering fabrics, were partially offset by
the impacts of unfavorable currency comparisons. The U.S. mats and fibers
business was negatively impacted due to weather-related declines in roofing mat
shipments and lower selling prices. Results in the filtration business for the
first quarter of 1998 decreased due to lower selling prices and higher
acquisition-related costs.
Interest Income
Compared with the first quarter of 1997, the Company's interest income decreased
$1.1 million to $1.9 million in 1998 from $3 million, due to lower average cash
and marketable securities balances.
Income Taxes
The Company's effective tax rates were approximately 26 percent and 31 percent
in 1998 and 1997, respectively. The Company receives a tax deduction and a
related reduction in its effective tax rate when the Manville Personal Injury
Settlement Trust (the "Trust") pays claimants or makes distributions to a
specific settlement fund from dividends paid on, or proceeds received from
disposition of, Company stock held by the Trust. The Company benefited from such
distribution of dividend and stock sale proceeds to the settlement fund and from
the utilization of tax credits during 1998 and 1997.
Cumulative Effect of Accounting Change
Effective January 1, 1998, the Company changed its method of accounting for
glass furnace rebuild costs to the capitalization method from the allowance
method. Under the capitalization method, costs to periodically rebuild the
refractory components of the glass furnaces are capitalized when incurred and
depreciated on a straight-line basis over the estimated useful life of the
rebuild. The capitalization method provides an improved measure of the
Company's capital investment and is consistent with industry practice.
Previously, estimated costs to rebuild furnaces were credited to an allowance
and charged to operations over the estimated period to the next rebuild date.
The cumulative effect of this change in accounting principle increases 1998
earnings by $27.4 million ($0.17 per share), net of taxes of $17.9 million.
This change resulted in an increase in depreciation expense but eliminated the
provision for furnace rebuilds. The pro forma effect of this change on net
income was not material.
Due to the factors discussed above, the Company's net income for the first
quarter of 1998 was $53.4 million, or $0.33 per share. Net income for the first
quarter of 1997 was $27.5 million, or $0.17 per share.
LIQUIDITY AND CAPITAL RESOURCES
The Company's agreements with its lenders contain a number of financial and
general covenants. These include, among other things, restrictions on
borrowings,
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investments, stock issuances and repurchases, dividends and other distributions
by Johns Manville International Group, Inc., the Company's wholly owned
subsidiary, which owns all of the Company's operating subsidiaries, and
restrictions on intercompany transactions, including transfers of cash. As of
March 31, 1998, the maximum amount available for dividends to be paid by Johns
Manville International Group, Inc. under its most restrictive debt covenants was
approximately $260 million. Noncompliance with these or other covenants, or the
occurrence of any other event of default, could result in the termination of
existing credit agreements and the acceleration of debt owed by the Company and
its subsidiaries. At March 31, 1998, the Company was in compliance with these
covenants.
In April 1998, the Company announced its intention to refinance its $400 million
of 10 7/8% Senior Notes due 2004 (the "Senior Notes"). The refinancing will
consist of a tender offer for cash and consent solicitation for the proposed
amendments of certain of the covenants and provisions in the indenture relating
to the Senior Notes. The anticipated prepayment of the Senior Notes will result
in an extraordinary loss on the early extinguishment of debt in the second
quarter of 1998. Based on the notes and consents tendered as of May 8, 1998, the
consent solicitation expiration date, the tender price of 111.996 and related
costs, the pretax extraordinary loss would be approximately $50 million. In
conjunction with the tender offer, the Company intends to consummate unsecured
revolving credit facilities (the "credit facilities") totaling $750 million, the
proceeds of which will be used to refinance the Company's Senior Notes, fund
acquisitions and capital expenditures, and for other corporate purposes. The
credit facilities contain financial covenants which include coverage ratios,
consolidated net worth requirements and restrictions on borrowings. The Company
also expects to cancel its $100 million receivables sale facility and its $75
million international revolving line of credit at consummation of the credit
facilities.
At March 31, 1998, the Company had net working capital of $264.8 million,
including cash and marketable securities totaling $111.7 million. Total cash
and marketable securities located outside the U.S. and Canada were approximately
$18 million. At December 31, 1997, the Company's cash and marketable securities
totaled $169.1 million. The Company's international subsidiaries had borrowing
and working capital facilities totaling $85 million, of which $65.2 million was
available at March 31, 1998.
The Company's net operating activities provided $14.2 million of cash during the
first quarter of 1998. Net operating activities for the same period of 1997
provided $11.4 million. The Company's cash flows from operating activities are
primarily influenced by sales volume and selling prices. As discussed in
"Results of Operations," the effects of increased sales volumes were partially
offset by selling price declines during the first quarter of 1998. Operating
activities also included usages for net working capital builds in anticipation
of the construction season, which typically peaks during the third quarter. The
Company's 1998 operating results are expected to benefit from the continuing
integration of acquisitions. A slightly higher level of U.S. housing starts
during the first quarter of 1998 compared with the same period of 1997 should
continue to benefit the building insulation business.
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Capacity-related competitive pricing pressures are expected to stabilize for the
building insulation, mats and fibers and filtration businesses during the year.
However, competitive pressures may continue to adversely effect the results of
the Roofing Systems segment.
The Company's investing activities for the quarter ended March 31, 1998 included
$23 million for acquisitions and capital expenditures of $22.4 million. The
Company estimates 1998 capital expenditures of approximately $128 million, of
which approximately $55 million relate to capacity expansion projects. As of
March 31, 1998, outstanding purchase commitments for capital projects totaled
$24.8 million. Investing activities for the first quarter of 1997 included the
combined purchase prices for acquisitions of $113 million, net of cash acquired,
and capital expenditures of $19 million.
The Company's financing activities for the first quarter of 1998 consisted of
repayments of debt totaling $13 million incurred in connection with 1997
acquisitions. The Company paid a regular quarterly dividend of $.04 per common
share totaling $6.5 million, and $.03 per common share totaling $4.8 million in
the first quarter of 1998 and 1997, respectively. During 1997, the Company
borrowed $55 million from international credit facilities to partially finance
1997 acquisitions, of which $10 million was subsequently repaid. Also during
1997, the Company repaid debt totaling $30 million assumed in connection with
1996 acquisitions.
The Company sold its five percent net smelter royalty on certain metals produced
by the Stillwater Mining Company for $36 million in cash in April 1998. Also
during April 1998, the Company purchased 3.6 million shares of its common stock
from the Trust at $13 per share, and accordingly, will recognize
additional treasury stock, at cost, of $46.8 million in the second quarter of
1998.
Contingent Product Liability
Between 1988 and 1992, the Company manufactured phenolic roofing insulation
which may, under certain circumstances, contribute to the corrosion of metal
decks on which it is installed. Subsequently, the Company began a voluntary
program to inspect such metal decks and remediate where appropriate. The
Company has accrued for costs relating to future inspections, remediation and
anticipated claims. These accruals are based on the Company's historical
experience regarding the incidence of corrosion and the cost of remediation and
include a number of assumptions related to the types of roofs on which phenolic
insulation has been installed as well as the assumption that the Company's past
remediation experience will continue over the remaining lives of roofs insulated
with the Company's phenolic roofing insulation.
Pursuant to reimbursement agreements with the Company's liability carriers and
former owner of the phenolic roofing insulation business, the Company has been
reimbursed for a portion of historical costs incurred and is entitled to receive
reimbursement for a substantial portion of future costs to be incurred by the
Company for inspection and remediation.
In 1996, the Company and a third party were named as defendants in two class
action cases filed in U.S. District Court in Boston, Massachusetts. The
plaintiffs purport to represent all building owners in the U.S. with phenolic
insulation installed on their roof decks and seek damages and injunctive relief,
including an order requiring the removal and replacement of the phenolic
insulation and remediation of any deck corrosion. The Company intends to defend
these allegations vigorously.
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The Company has reviewed its historical inspection and remediation experience
and the terms and collectibility of amounts payable under the reimbursement
agreements in light of the contingencies described above. Based on the
information available to date and subject to the assumptions described above, if
additional costs are incurred in excess of the accrued amounts, such costs are
not expected to have a material adverse effect on the Company's financial
condition, liquidity or results of operations.
Environmental Contingencies
At March 31, 1998, the Company had remediation activities in progress at nine
sites, out of a total of 19 such sites for which the Company has identified
environmental conditions requiring remediation. In addition, the Company has
been identified as a potentially responsible party at 24 non-Company owned or
operated sites under the federal Comprehensive Environmental Response,
Compensation and Liability Act ("CERCLA") or similar state legislation. Of
these 24 sites, the Company's potential liability for 17 sites will be
determined pursuant to the settlement agreement described in the following
paragraph. The remaining seven sites are not subject to the agreement and,
accordingly, the Company could be jointly and severally liable for costs of
remediating these sites.
In 1994, the U.S. government and the Company settled certain litigation
concerning the Company's disposal activities prior to consummation of its plan
of reorganization. The settlement agreement, which was made an order of the
court, limits the Company's future liability under both CERCLA and the Resource
Conservation and Recovery Act ("RCRA") to 55 percent of its share of site-wide
response costs and natural resources damages without regard to joint and several
liability for disposals made by the Company prior to consummation of the
Company's plan of reorganization. The agreement resolved the Company's liability
at certain historical sites and also covers CERCLA and RCRA liability for other
disposal sites at which the Environmental Protection Agency ("EPA") has incurred
or may incur response costs and which were used by the Company prior to the
consummation of the plan of reorganization. The agreement provides that the
amount the Company will be obligated to pay, in the aggregate, for such sites
shall never exceed $850,000 during any given year. The EPA and others from time
to time commence cleanup activities at such sites and in the future the EPA and
others may assert claims against the Company with respect to such sites. The
Company believes that all such activities and claims, if any, will be subject to
the agreement.
As a result of factors such as changes in federal and state regulations, the
application and effectiveness of remedial actions, the difficulty in assessing
the extent of environmental contamination, and the allocation of costs among
potentially responsible parties, actual costs to be incurred for environmental
cleanup may vary from previous estimates. Subject to the uncertainties inherent
in evaluating environmental exposures, and based on information presently
available, including the Company's historical remediation experience, currently
enacted environmental laws and regulations, and existing remediation technology,
the Company believes that if additional costs are incurred in excess of the
accrued amounts, such costs are not expected to have a material adverse effect
on the Company's financial condition, liquidity or results of operations.
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Year 2000 Compliance
The Company is engaged in a comprehensive project to modify its computer
software for year 2000 compliance. Based on current estimates, spending to
upgrade or replace the Company's software or systems related to year 2000
compliance is not expected to exceed $5 million through 1999. Although it is
not possible to quantify the impacts year 2000 compliance issues will have on
customers or suppliers, the Company does not anticipate related material adverse
effects on its financial condition, liquidity or results of operations.
Acquisition
In March 1998, the Company announced it had signed an agreement to acquire
substantially all the assets of Exeltherm Inc., a Canadian producer of
polyisocyanurate foam products for commercial/industrial and residential
construction. The acquisition will complement existing businesses of
the Insulation and Roofing Systems segments. This transaction was
completed in May 1998.
The Company believes that its current cash position, funds available under
credit facilities, and cash generated from operations will enable it to satisfy
its debt service requirements, its ongoing capital expansion program and its
other ongoing operating costs. However, the Company may need to access capital
markets to pay the principal of its credit facilities, or in connection with
possible significant future acquisitions.
FORWARD-LOOKING STATEMENTS
This report contains "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995. Statements of the Company
contained in this report concerning matters that are not historical facts,
including, without limitation, statements concerning the (i) expected benefits
from the continuing integration of acquisitions and capacity expansions, (ii)
effect on the building insulation business resulting from first quarter 1998
U.S. housing starts, (iii) possible price stabilization in the current year in
the building insulation, mats and fibers and filtration industries, (iv)
Company's expectations concerning levels of capital spending and funding of
current operations, debt service and future acquisitions, (v) Company's
intention to refinance its outstanding Senior Notes, (vi) Company's expectations
as to contingencies related to phenolic roofing insulation and environmental
liabilities, and (vii) Company's estimates concerning year 2000 compliance
issues, constitute such forward-looking statements. See "Liquidity and Capital
Resources."
Forward-looking statements of the Company are subject to risks and uncertainties
that could cause actual results to differ materially from those expressed in
such statements. Important factors relating to such risks and uncertainties are
set forth below.
Factors that could affect the forward-looking statements generally are related
to demand for the Company's products, overall capacity levels in the industry
and the overall competitive environment in which the Company operates. These
factors are discussed in detail in "Management's Discussion and Analysis of
Financial Condition and Results of Operations" incorporated in the Company's
Annual Report on Form 10-K for the year ended December 31, 1997.
I-13
<PAGE>
Factors that could affect the Company's refinancing intentions and expected
levels of capital spending and funding of current operations, debt service and
dividends, include, without limitation, the general factors noted above, the
level of cash flow generated by the Company and the ability of the Company to
otherwise fund such commitments, which in turn could be affected by general U.S.
and international economic conditions as well as financial market conditions.
The Company's ability to realize expected benefits from acquisitions depends on
a number of factors including, without limitation, successful integration of
newly acquired operations, technology, products, employees and the overall
economic factors referred to above.
For a discussion of factors concerning contingencies related to phenolic roofing
insulation, environmental matters and year 2000 compliance, see "Liquidity and
Capital Resources - Contingent Product Liability, Environmental Contingencies,
and Year 2000 Compliance."
I-14
<PAGE>
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
-----------------
Not applicable.
ITEM 2. CHANGES IN SECURITIES.
---------------------
Not applicable.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
-------------------------------
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
---------------------------------------------------
On April 24, 1998, the Company's Annual Meeting of Stockholders was held in
Denver, Colorado and the following items were voted upon and approved by the
stockholders.
1. The following Directors were elected by the stockholders:
NAME FOR VOTE WITHHELD
---- --- -------------
Leo Benatar 157,509,136 209,824
Ernest H. Drew 157,505,730 213,230
Robert A. Falise 157,501,892 217,068
Todd Goodwin 157,507,793 211,167
Michael N. Hammes 157,508,818 210,142
Kathryn Rudie Harrigan 157,513,369 205,591
Charles L. Henry 157,517,873 201,087
Louis Klein, Jr. 157,500,046 218,914
Frank J. Macchiarola 157,501,923 217,037
Christian E. Markey, Jr. 157,495,502 223,458
William E. Mayer 157,515,098 203,862
2. Approval of the appointment of the firm of Coopers & Lybrand L.L.P. as
independent accountants of the Company for the fiscal year ending December 31,
1998.
For: 157,612,211 Against: 50,865
Abstain: 55,884 Broker Non-Vote: -0-
ITEM 5. OTHER INFORMATION.
------------------
Not applicable.
II-1
<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
--------------------------------
(a) Exhibits.
--------
Exhibit 10.1, Share Repurchase Agreement, dated as of April
14, 1998, between Johns Manville Corporation and Manville Personal
Injury Settlement Trust.
Exhibit 18, Letter of Coopers and Lybrand L.L.P. regarding
Change in Accounting Principles.
Exhibit 27.1, Financial Statement Schedules.
(b) Form 8-K.
--------
None.
II-2
<PAGE>
SIGNATURE
---------
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.
JOHNS MANVILLE CORPORATION
--------------------------
(Registrant)
Date: May 14, 1998 By: R. B. Von Wald
--------------------------
R. B. Von Wald
Executive Vice President,
General Counsel and Secretary
Date: May 14, 1998 By: J. P. Murphy
--------------------------
J. P. Murphy
Senior Vice President and
Chief Financial Officer
II-3
<PAGE>
EXHIBIT 10.1
SHARE REPURCHASE AGREEMENT
AGREEMENT dated as of April 14, 1998 between Johns Manville
Corporation, a Delaware corporation (the "Company"), and Manville Personal
Injury Settlement Trust (the "Trust").
WHEREAS, the Trust owns 128,527,110 shares of the Company's common
stock, $.01 par value per share (the "Common Stock");
WHEREAS, the Company desires to purchase from the Trust, and the Trust
desires to sell to the Company, 3,600,000 shares of the Common Stock (the
"Shares"), subject to the terms and conditions contained herein.
NOW, THEREFORE, in consideration of the foregoing and for other good
and valuable consideration, the adequacy and receipt of which are hereby
acknowledged, the parties hereto agree as follows:
ARTICLE I
PURCHASE AND SALE OF THE SHARES
1.1 Purchase and Sale of the Shares. Upon the terms and subject to
-------------------------------
the conditions of this Agreement, at the Closing provided for in Section 1.3
hereof, the Trust will sell, assign, transfer and deliver to the Company and the
Company will purchase, acquire and accept from the Trust, free and clear of all
liens, encumbrances, options, pledges, security interests, claims, charges or
restrictions whatsoever (collectively, "Liens"), the Shares.
1.2 Consideration. Upon the terms and subject to the conditions
-------------
of this Agreement, in consideration of the aforesaid sale, assignment, transfer
and delivery of the Shares, at the Closing, the Company shall deliver to the
Trust the amount of $46,800,000.
1.3 Closing. The consummation of the transactions contemplated by
-------
this Agreement will take place at 11:00 a.m., New York City time, on April 15,
1998, or, if the conditions set forth in Article III hereof shall not have been
satisfied or waived by such date, then as soon as reasonably practicable after
the satisfaction or waiver of all such conditions.
1.4 Deliveries by the Trust. At the Closing, the Trust shall deliver
-----------------------
to the Company one or more stock certificates representing the Shares, duly
endorsed or accompanied by stock powers duly executed in blank or duly executed
instruments of transfer and with all requisite stock transfer tax stamps
attached.
<PAGE>
1.5 Deliveries by the Company. At the Closing, the Company shall
-------------------------
deliver to the Trust the Purchase Price by wire transfer of federal funds to the
account specified on Schedule 1.5.
------------
1.6 Description of Shares. The Shares shall be deemed to be part of
---------------------
those shares of Common Stock previously delivered by the Company to the Trust
pursuant to the Profit Sharing Exchange Agreement, dated October 25, 1995,
between the Company and the Trust.
ARTICLE II
REPRESENTATIONS AND WARRANTIES
2.1 Representations and Warranties of the Trust. The Trust represents
-------------------------------------------
and warrants to the Company as of the date of this Agreement and as of the
Closing that:
(a) The Trust has been duly organized and is validly existing as a
trust under the laws of the State of New York. The Trust has all requisite
power and authority to execute and deliver this Agreement and to consummate the
transactions contemplated hereby. The execution and delivery of this Agreement
and the consummation of the transactions contemplated hereby have been duly and
validly authorized by the Trust, and no other proceedings on the part of the
Trust are necessary to authorize the execution and delivery of this Agreement or
the consummation of the transactions contemplated hereby.
(b) This Agreement has been duly authorized, executed and
delivered by the Trust and constitutes a valid and binding obligation of the
Trust enforceable against the Trust in accordance with its terms.
(c) The Trust has good and valid title to the Shares, free and
clear of all Liens. At the Closing, good and valid title to the Shares will pass
to the Company, free and clear of all Liens. The Shares are not subject to any
voting trust agreement or other contract, agreement, arrangement, commitment or
understanding, including, without limitation, any contract, agreement,
arrangement, commitment or understanding relating to the voting, dividend rights
or disposition of the Shares, except for certain rights set forth in the Second
Amended and Restated Supplemental Agreement, dated as of April 5, 1986 between
the Company and the Trust.
(d) Except as set forth in this Agreement, the Trust makes and has
made no other representations or warranties, express or implied.
2.2 Representations and Warranties of the Company. The Company
---------------------------------------------
represents and warrants to the Trust as of the date of this Agreement and as of
the Closing that:
(a) The Company has been duly incorporated and is validly existing
as a corporation in good standing under the laws of the State of Delaware. The
Company has all corporate power and authority to execute and deliver this
Agreement and to
2
<PAGE>
consummate the transactions contemplated hereby. The execution and delivery of
this Agreement and the consummation of the transactions contemplated hereby have
been duly and validly authorized by the Company, and no other proceedings on the
part of the Company are necessary to authorize the execution and delivery of
this Agreement or the consummation of the transactions contemplated hereby.
(b) This Agreement has been duly authorized, executed and
delivered by the Company and constitutes a valid and binding obligation of the
Company enforceable against the Company in accordance with its terms.
(c) Except as set forth in this Agreement, the Company makes and
has made no other representations or warranties, express or implied.
ARTICLE III
CONDITIONS
3.1 Conditions Precedent to the Obligations of the Trust. The
-----------------------------------------------------
obligations of the Trust to consummate the transactions contemplated by this
Agreement are subject to the satisfaction, or waiver by the Trust, of the
following condition:
(a) The representations and warranties of the Company contained in
this Agreement are true and correct in all material respects as of the date when
made and as of the Closing.
3.2 Conditions Precedent to the Obligations of the Company. The
-------------------------------------------------------
obligations of the Company to consummate the transactions contemplated by this
Agreement are subject to the satisfaction, or waiver by the Company, of the
following condition:
(a) The representations and warranties of the Trust contained in
this Agreement are true and correct in all material respects as of the date when
made and as of the Closing.
ARTICLE IV
MISCELLANEOUS
4.1 Termination. If the Closing shall not have occurred on or
-----------
prior to April 30, 1998, then either party shall have the right to terminate
this Agreement by giving written notice to the other party hereto.
4.2 Amendments. This Agreement may be modified, supplemented or
----------
amended at any time and from time to time only by a writing signed by each party
hereto.
3
<PAGE>
4.3 Notices. All notices, requests and other communications to any
-------
party hereunder shall be in writing (including facsimile transmission or similar
writing) and shall be given:
if to the Trust, to:
Manville Personal Injury Settlement Trust
Willow Oaks Corporate Drive, Suite 600
Box 10415
Fairfax, Virginia 22031
Fax: (703) 205-6249
Attention: David T. Austern, Esq.
if to the Company, to:
Johns Manville Corporation
717 17th Street
Denver, Colorado 80202
Fax: (303) 978-4842
Attention: Richard B. Von Wald, Esq.
4.4 Counterparts; Integration. This Agreement may be signed in
-------------------------
any number of counterparts, each of which shall be an original, with the same
effect as if the signatures thereto and hereto were upon the same instrument.
This Agreement together with its Schedules constitutes the entire agreement and
understanding between the parties hereto relating to the subject matter hereof
and supersedes any and all prior agreements and understandings, oral and
written, relating to the subject matter hereof.
4.5 Headings. The headings used in this Agreement are inserted
--------
for convenience only and neither constitute a portion of this Agreement nor in
any manner affect the construction of the provisions of this Agreement.
4.6 Successors and Assigns. The provisions of this Agreement
----------------------
shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns except that neither the Company nor
the Trust may assign or otherwise transfer any of its rights or delegate
obligations under this Agreement.
4.7 Survival of Representations and Warranties. The
------------------------------------------
representations and warranties of the parties contained in this Agreement
shall survive the Closing indefinitely.
4.8 Expenses. Each party shall bear all costs and expenses
--------
incurred by it in connection with this Agreement.
4
<PAGE>
4.9 Specific Performance. Each of the Company and the Trust agrees
--------------------
that the other party would be irreparably damaged if for any reason the Company
or the Trust, as the case may be, failed to perform its obligations under this
Agreement and that such other party would not have an adequate remedy at law for
money damages in such event. Accordingly, the Company and the Trust each agrees
that the other party shall, to the maximum extent permitted, be entitled to
specific performance and injunctive and other relief to enforce the performance
of this Agreement. This provision is without prejudice to any other rights that
the Company or the Trust may have against the other party for any failure of
such other party to perform its obligations hereunder.
4.10 Third Parties. This Agreement constitutes an agreement
-------------
solely between the parties hereto, and is not intended to and shall not confer
any rights, remedies, obligations or liabilities, legal or equitable, on any
person or entity other than the parties hereto and their respective successors
and assigns, or otherwise constitute any person or entity a third-party
beneficiary under or by reason of this Agreement.
4.11 Governing Law; Submission to Jurisdiction. This Agreement shall
-----------------------------------------
be governed by and construed in accordance with the laws of the State of New
York, without regard to choice of law principles applied in such jurisdiction.
The Company and the Trust hereby submit to the exclusive jurisdiction of the
United States Bankruptcy Court for the Southern District of New York for
purposes of all legal proceedings arising out of or relating to this Agreement
or the transactions contemplated hereby. Each of the Company and the Trust
irrevocably waives, to the fullest extent permitted by law, any objection which
it may now or hereafter have to the laying of the venue of any such proceeding
brought in such a court and any claim that any such proceeding brought in such a
court has been brought in an inconvenient forum.
4.12 Further Assurances. From time to time after the Closing, at
------------------
the request of one of the parties hereto, the Trust and the Company shall
execute and deliver to such requesting party such documents and take such other
action as such requesting party may reasonably request in order to consummate
more effectively the transactions contemplated hereby.
5
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed by their respective authorized officers as of the day and year
first above written.
JOHNS MANVILLE CORPORATION
By: /s/ Charles L. Henry
--------------------
Name: Charles L. Henry
Title: Chairman of the Board, President
and Chief Executive Officer
MANVILLE PERSONAL INJURY
SETTLEMENT TRUST
By: /s/ Robert A. Falise
--------------------
Name: Robert A. Falise
Title: Chairman and Managing Trustee
6
<PAGE>
Schedule 1.5
Wire Transfer Instructions
Bankers Trust Company
One Bankers Trust Plaza
New York, NY 10006
ABA #021001033
RE: 99401399
Attn: Lauren Chrust x3102
For Further Credit to Manville Trust Grantor Account #106100
7
<PAGE>
EXHIBIT 18
[LOGO OF COOPERS & LYBRAND L.L.P.]
May 1, 1998
Johns Manville
717 Seventeenth Street
Denver, Colorado 80202
We are providing this letter to you for inclusion as an exhibit to your Form 10-
Q filing pursuant to Item 601 of Regulation S-K.
We have read management's justification for the change in accounting from
accruing a reserve for the estimated costs to rebuild the refractory components
of glass furnaces to capitalizing those costs as incurred as contained in the
Company's Form 10-Q for the quarter ended March 31, 1998. Based on our reading
of the data and discussions with Company officials of the business judgment and
business planning factors relating to the change, we believe management's
justification to be reasonable. Accordingly, in reliance on management's
determination as regards elements of business judgment and business planning, we
concur that the newly adopted accounting principle described above is preferable
in the Company's circumstances to the method previously applied.
We have not audited any financial statements of Johns Manville as of any date or
for any period subsequent to December 31, 1997, nor have we audited the
application of the change in accounting principle disclosed in Form 10-Q of
Johns Manville for the three months ended March 31, 1998; accordingly, our
comments are subject to revision on completion of an audit of the financial
statements that include the accounting change.
Very truly yours,
/s/ Coopers & Lybrand L.L.P.
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE MARCH
31, 1998 FORM 10-Q OF JOHNS MANVILLE CORPORATION 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-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> MAR-31-1998
<CASH> 95,755
<SECURITIES> 15,964
<RECEIVABLES> 254,428
<ALLOWANCES> 6,142
<INVENTORY> 136,727
<CURRENT-ASSETS> 543,600
<PP&E> 1,500,403
<DEPRECIATION> 671,054
<TOTAL-ASSETS> 1,985,993
<CURRENT-LIABILITIES> 278,785
<BONDS> 443,709
0
0
<COMMON> 1,629
<OTHER-SE> 738,573
<TOTAL-LIABILITY-AND-EQUITY> 1,985,993
<SALES> 389,336
<TOTAL-REVENUES> 389,336
<CGS> 293,588
<TOTAL-COSTS> 293,588
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 327
<INTEREST-EXPENSE> 12,058
<INCOME-PRETAX> 34,937
<INCOME-TAX> 8,907
<INCOME-CONTINUING> 26,030
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 27,409
<NET-INCOME> 53,439
<EPS-PRIMARY> .33
<EPS-DILUTED> .33
</TABLE>
