SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A No. 1
(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)
<PAGE>
PART 1. FINANCIAL INFORMATION
Item 1. Financial Statements
The Company has restated its financial statements to properly record
costs and expenses of its French subsidiary, Porcher S.A., of $4 million and $7
million in the three months and six months ended June 30, 1996 respectively. 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.
<TABLE>
AMERICAN STANDARD INC. AND SUBSIDIARIES
UNAUDITED SUMMARY STATEMENT OF OPERATIONS
<CAPTION>
(In millions)
Three Months Ended Six Months Ended
June 30, June 30,
1996 1995 1996 1995
---- ---- ----- ----
<S> <C> <C> <C> <C>
SALES $1,518.3 $1,370.8 $2,882.6 $2,594.0
-------- -------- --------- --------
COST AND EXPENSES
Cost of sales 1,135.9 1,008.5 2,167.0 1,917.6
Selling and administrative expenses 229.9 215.1 457.1 415.7
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
---- ---- ------ -----
1,426.4 1,285.8 2,979.0 2,463.6
INCOME (LOSS) BEFORE INCOME TAXES
AND EXTRAORDINARY ITEM 91.9 85.0 (96.4) 130.4
Income taxes 33.3 35.5 50.3 54.4
---- ---- ----- ----
INCOME (LOSS) BEFORE
EXTRAORDINARY ITEM 58.6 49.5 (146.7) 76.0
Extraordinary loss on retirement of debt - - - (30.1)
------- ------- ------ ----
NET INCOME (LOSS) $ 58.6 $ 49.5 $ (146.7) $ 45.9
========== =========== ========== =========
<FN>
See accompanying notes
</FN>
</TABLE>
<PAGE>
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 436.6 438.2
Accrued payrolls 161.7 171.4
Other accrued liabilities 414.8 374.1
----- -----
TOTAL CURRENT LIABILITIES 1,289.5 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 3,890.6 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 (871.5) (724.8)
Foreign currency translation effects (173.5) (174.7)
------- ------
TOTAL STOCKHOLDER'S DEFICIT (500.6) (379.6)
------- ------
$3,390.0 $3,519.6
======== ========
See accompanying notes
<PAGE>
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 $(146.7) $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 26.0 109.7
Other assets and liabilities (44.2) 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
<PAGE>
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."
<PAGE>
PART 1. FINANCIAL INFORMATION
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Overview
Operating income increased 6% to $171 million in the second quarter of
1996 from $162 million in 1995 on a strong performance by Air Conditioning
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 $293
million, an increase of 2% over the $288 million of operating income in the
first half of 1995.
<TABLE>
SUMMARY SEGMENT AND INCOME DATA
(Dollars in millions)
(Unaudited)
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
-------- --------
1996 1995 1996 1995
<S> <C> <C> <C> <C>
---- ---- ---- ----
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 31 32 50 73
Automotive Products 28 44 70 87
--- --- - --- --
171 162 293 288
Asset impairment loss:
Air Conditioning Products - - (121) -
Plumbing Products - - (114) -
-- -- ----- ---
- - (235) -
-- -- ----- ---
Total operating income 171 162 58 288
Interest expense (50) (54) (102) (111)
Corporate and other expenses (29) (23) (52) (47)
---- ---- ----- ---
Income (loss) before income taxes
and extraordinary item $ 92 $ 85 $ (96) $ 130
====== ===== ======= ========
</TABLE>
<PAGE>
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 $171 million, an
increase of $9 million, or 6% (8% excluding the unfavorable effects of foreign
exchange), from $162 million in the second quarter of 1995. Operating income
increased 30% for Air Conditioning Products, Plumbing Products was essentially
unchanged, while Automotive Products had a 36% decrease.
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 $293 million for the first half of
1996, an increase of 2% (3% 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 32% 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 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 decreased to $31 million for the
second quarter of 1996 from $32 million for the 1995 period. 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 France, and to a
lesser extent in Italy. In France, margins decreased from the prior year level.
Despite the gain for U.S. operations, operating income for the first half of
1996, excluding the aforementioned asset impairment charge, declined by 32% (31%
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.
The income tax provision for the second quarter of 1996 was $33
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.
<PAGE>
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.
<PAGE>
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: G. Ronald Simon
Vice President & Controller
(Principal Accounting Officer)
August 9, 1996
<PAGE>
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
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> JUN-30-1996
<EXCHANGE-RATE> 1
<CASH> 19,720
<SECURITIES> 3,908
<RECEIVABLES> 894,861
<ALLOWANCES> 30,499
<INVENTORY> 418,944
<CURRENT-ASSETS> 1,399,064
<PP&E> 1,452,307
<DEPRECIATION> 540,274
<TOTAL-ASSETS> 3,389,962
<CURRENT-LIABILITIES> 1,289,496
<BONDS> 1,750,798
0
0
<COMMON> 0
<OTHER-SE> (500,624)
<TOTAL-LIABILITY-AND-EQUITY> 3,389,962
<SALES> 2,882,568
<TOTAL-REVENUES> 2,882,568
<CGS> 2,167,018
<TOTAL-COSTS> 2,167,018
<OTHER-EXPENSES> 709,700
<LOSS-PROVISION> 6,947
<INTEREST-EXPENSE> 102,289
<INCOME-PRETAX> (96,439)
<INCOME-TAX> 50,302
<INCOME-CONTINUING> (146,741)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (146,741)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
