<PAGE> 1
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 March 31, 1996
OR
[ ] 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 1-11415
AMERICAN STANDARD COMPANIES INC.
(Exact name of Registrant as specified in its charter)
Delaware 13-3465896
(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 principal 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 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. 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
April 30, 1996 78,009,152
(shares)
<PAGE> 2
PART 1. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
American Standard Companies Inc. is a Delaware corporation organized in
March 1988, and has as its only investment all the outstanding common stock of
American Standard Inc. Hereinafter, "the Company" will refer to American
Standard Companies Inc. or to its subsidiary, American Standard Inc., as the
context requires.
The Company has restated its financial statements for the three months
ended March 31, 1996 to properly record $3 million of costs and expenses of its
French subsidiary, Porcher S.A.. The following summary statement of operations
of the Company and subsidiaries for the three months ended March 31, 1996 and
1995 has not been audited, but management believes that all adjustments,
consisting of normal recurring items, necessary to a fair presentation of
financial data for those periods have been included. Results for the first three
months of 1996 are not necessarily indicative of results for the entire year.
AMERICAN STANDARD COMPANIES INC. AND SUBSIDIARIES
UNAUDITED SUMMARY STATEMENT OF OPERATIONS
(DOLLARS IN MILLIONS EXCEPT
PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
---------
1996 1995
---- ----
<S> <C> <C>
SALES $ 1,364.3 $ 1,223.2
-------------- --------------
COST AND EXPENSES
Cost of sales 1,031.1 909.1
Selling and administrative expenses 227.2 200.6
Asset impairment loss 235.2 --
Other expense 7.6 10.7
Interest expense 51.5 57.4
-------------- --------------
1,552.6 1,177.8
INCOME (LOSS) BEFORE INCOME TAXES AND
EXTRAORDINARY ITEM (188.3) 45.4
Income taxes 17.0 18.9
-------------- --------------
INCOME (LOSS) BEFORE
EXTRAORDINARY ITEM (205.3) 26.5
Extraordinary loss on retirement of debt -- (30.1)
-------------- --------------
NET LOSS $ (205.3) $ (3.6)
============== ==============
Income (loss) per common share:
Income (loss) before extraordinary item $ (2.66) $ .38
Extraordinary loss -- (.43)
-------------- --------------
NET LOSS $ (2.66) $ (.05)
============== ==============
Average number of outstanding common shares 77,310,974 69,888,575
</TABLE>
See accompanying notes
2
<PAGE> 3
Item 1. Financial Statements (continued)
AMERICAN STANDARD COMPANIES INC. AND SUBSIDIARIES
UNAUDITED SUMMARY BALANCE SHEET
(Dollars in millions
except share data)
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
1996 1995
---- ----
<S> <C> <C>
CURRENT ASSETS
Cash and cash equivalents $ 32.6 $ 88.7
Accounts receivable 816.4 771.0
Inventories
Finished products 236.4 190.7
Products in process 94.4 84.7
Raw materials 99.1 86.9
---- ----
429.9 362.3
Other current assets 80.3 72.9
---- ----
TOTAL CURRENT ASSETS 1,359.2 1,294.9
FACILITIES, less accumulated depreciation;
March 1996 - $524.5; Dec. 1995 - $513.6 910.3 924.5
GOODWILL 859.4 1,081.6
OTHER ASSETS 225.4 218.6
----- -----
TOTAL ASSETS $3,354.3 $3,519.6
======== ========
CURRENT LIABILITIES
Loans payable to banks $ 240.2 $ 240.0
Current maturities of long-term debt 69.7 72.9
Accounts payable 445.3 438.2
Accrued payrolls 164.2 171.4
Other accrued liabilities 402.6 384.1
----- -----
TOTAL CURRENT LIABILITIES 1,322.0 1,306.6
LONG-TERM DEBT 1,747.0 1,770.1
RESERVE FOR POSTRETIREMENT BENEFITS 502.3 482.4
OTHER LIABILITIES 353.7 350.6
----- -----
TOTAL LIABILITIES 3,925.0 3,909.7
STOCKHOLDERS' DEFICIT
Preferred stock, 2,000,000 shares authorized,
none issued and outstanding -- --
Common stock $.01 par value, 200,000,000
shares authorized, 77,559,738 shares issued
and outstanding in 1996; 76,733,010 in 1995 .8 .8
Capital surplus and other 531.8 508.6
Accumulated deficit (930.1) (724.8)
Foreign currency translation effects (173.2) (174.7)
------ ------
TOTAL STOCKHOLDERS' DEFICIT (570.7) (390.1)
------ ------
$3,354.3 $3,519.6
======== ========
</TABLE>
See accompanying notes
3
<PAGE> 4
Item 1. Financial Statements (continued)
AMERICAN STANDARD COMPANIES INC. AND SUBSIDIARIES
UNAUDITED SUMMARY STATEMENT OF CASH FLOWS
(Dollars in millions)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
1996 1995
---- ----
<S> <C> <C>
CASH PROVIDED (USED) BY:
OPERATING ACTIVITIES:
Income (loss) before extraordinary item $(205.3) $ 26.5
Asset impairment loss 235.2 --
Depreciation 31.6 27.1
Amortization of goodwill 6.6 8.2
Non-cash interest 16.4 16.3
Non-cash stock compensation 7.9 6.8
Changes in assets and liabilities:
Accounts receivable (41.1) (88.3)
Inventories (60.0) (60.2)
Accounts payable and other accruals 12.8 39.0
Other assets and liabilities (6.4) 49.2
---- ----
Net cash (used) provided by operating activities (2.3) 24.6
---- ----
INVESTING ACTIVITIES:
Purchase of property, plant and equipment (35.7) (19.4)
Investments in affiliated companies (1.5) (5.3)
Other 18.1 6.2
---- ---
Net cash used by investing activities (19.1) (18.5)
----- -----
FINANCING ACTIVITIES:
Net proceeds from issuance of common stock -- 280.5
Proceeds from issuance of long-term debt -- 450.2
Repayments of long-term debt (29.4) (960.0)
Net change in revolving credit facility (7.8) 222.9
Net change in other short-term debt 11.6 (14.0)
Other (8.5) (16.0)
------ ------
Net cash used by financing activities (34.1) (36.4)
------ ------
Effect of exchange rate changes on cash and
cash equivalents (.6) --
------ ------
Net decrease in cash and cash equivalents (56.1) (30.3)
Cash and cash equivalents at beginning of period 88.7 92.7
------ ------
Cash and cash equivalents at end of period $ 32.6 $ 62.4
====== ======
</TABLE>
See accompanying notes
4
<PAGE> 5
AMERICAN STANDARD COMPANIES 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. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations -- Overview."
NOTE 2. TAX MATTERS
As described in Note 5 of Notes to Consolidated Financial Statements in
the Company's Annual Report on Form 10-K for the year ended December 31, 1995,
there are pending German tax issues for the years 1984 through 1990. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations -- Liquidity and Capital Resources."
5
<PAGE> 6
PART 1. FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
OVERVIEW
Effective January 1, 1996 the Company adopted FAS 121 related to
impairment of long-lived assets. Applying the criteria established by FAS 121,
the Company concluded that certain assets and related goodwill of its Canadian,
French and Mexican operating units were impaired. As a result, the Company
recorded a non-cash charge of $235 million, over 90% of which was the write-down
of goodwill, for which there is no tax benefit. This charge included $121
million for Air Conditioning Products' operations in Canada and France, and $114
million for Plumbing Products' operations in Canada and Mexico. Excluding this
charge, operating income was $122 million in the first quarter of 1996, compared
with $126 million of operating income in the first quarter of 1995.
SUMMARY SEGMENT AND INCOME DATA
(Dollars in millions)
(Unaudited)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
1996 1995
---- ----
<S> <C> <C>
Sales:
Air Conditioning Products $ 758 $ 643
Plumbing Products 348 323
Automotive Products 258 257
------- -------
Total sales $ 1,364 $ 1,223
======= =======
Operating income before asset impairment loss:
Air Conditioning Products $ 61 $ 42
Plumbing Products 19 41
Automotive Products 42 43
------- -------
122 126
Asset impairment loss:
Air Conditioning Products (121) --
Plumbing Products (114) --
------- -------
(235) --
------- -------
Total operating income (loss) (113) 126
Interest expense (52) (57)
Corporate items (23) (24)
------- -------
Income (loss) before income taxes and
extraordinary item $ (188) $ 45
======= =======
</TABLE>
6
<PAGE> 7
RESULTS OF OPERATIONS FOR THE FIRST QUARTER OF 1996 COMPARED WITH THE FIRST
QUARTER OF 1995
Consolidated sales for the first quarter of 1996 were $1,364 million,
an increase of $141 million, or 12% (with little effect from foreign exchange),
from $1,223 million in the first quarter of 1995. Sales increased 18% for Air
Conditioning Products and 8% for Plumbing Products, while sales for Automotive
Products were at essentially the same level as the 1995 quarter.
Operating income (excluding the asset impairment charge previously
mentioned) was $122 million for the first quarter of 1996 (with little effect
from foreign exchange), compared with $126 million in the first quarter of 1995.
Operating income increased 45% for Air Conditioning Products, remained at the
same high level as in the prior year quarter for Automotive Products, but
declined 54% for Plumbing Products.
Sales of Air Conditioning Products increased 18% to $758 million for
the first quarter of 1996 from $643 million for the comparable quarter of 1995,
as a result of strong gains in sales of applied and unitary commercial systems
in all markets, higher volumes of residential products in the U.S. and sales of
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 due to increased
preseason distributor stocking and higher prices. International sales of Air
Conditioning Products for the first quarter of 1996 increased principally
because of sales in the new PRC operations and small volume increases in most
other businesses.
Operating income of Air Conditioning Products, excluding the asset
impairment charge, increased 45% to $61 million in the first quarter of 1996
from $42 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 suffered from weak economic
conditions and the new PRC operations were near break-even, while operating
results in other operations improved modestly from results in the first quarter
of 1995.
Sales of Plumbing Products increased 8% (with little effect from
foreign exchange) to $348 million in the first quarter of 1996 from $323 million
in the first quarter of 1995 primarily as a result of the sales of the French
manufacturer Porcher (the acquisition of which was completed in November 1995).
Excluding Porcher, sales decreased 6% overall, as international sales declined
10%, partly offset by a 4% sales increase for U.S. operations. The decrease in
international sales occurred in Europe, particularly in Germany, Italy and
France, which suffered from weaker economic conditions, and the Philippines,
which was affected by a five-week strike, offset partly by increased volume in
the Middle East. Sales in the U.S. increased as a result of higher volumes in
retail market channels, higher prices and a favorable product sales mix.
Operating income of Plumbing Products, excluding the asset impairment
charge, decreased 54% to $19 million for the first quarter of 1996 from $41
million for the 1995 period. For international operations, operating income
declined primarily because of the weaker European markets, particularly in
Germany and France, and to a lesser extent in Italy and the effects of the
Philippines strike. In addition, margins in France were lower than
7
<PAGE> 8
in the prior year. In the U.S., operating income improved because of the higher
sales, benefits of lower-cost product sourcing and manufacturing cost
improvements.
Sales of Automotive Products for the first quarter of 1996 were $258
million, essentially the same as the sales in the first quarter of 1995 (with
little effect from foreign exchange). Unit volume of truck and bus production in
western Europe remained high and aftermarket sales were stable overall, whereas
trailer, export and Brazilian markets declined.
Operating income of $42 million for Automotive Products for the 1996
quarter, despite no growth in sales, remained at the same high level as the $43
million earned in the first quarter of 1995. This reflected productivity
improvements offsetting higher manufacturing costs.
FINANCIAL REVIEW
Interest expense decreased $5 million in the first quarter of 1996
compared to the year-earlier quarter primarily as a result of reduced debt
balances from application of the net proceeds from the initial public offering
of the Company's common stock in February 1995 together with lower overall
interest rates on debt outstanding under the Company's 1995 bank credit
agreement (the "1995 Credit Agreement"). Corporate costs were essentially the
same in the first quarter of both years.
The income tax provision for the first quarter of 1996 was $17 million,
or 36.3% of pretax income (excluding the asset impairment charge on which there
is no tax benefit) compared with a provision of $19 million, or 41.6% of pretax
income in the first quarter of 1995. Continued improvements in U.S. income in
1996 enabled the Company to recognize previously unrecognized tax benefits,
resulting in a 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 quarter 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 used by operating activities, after cash interest paid of $15
million, was $2 million for the first quarter of 1996, compared with net cash
provided of $25 million for the similar period of 1995. The $27 million decrease
resulted primarily from timing differences on payments, especially for income
taxes. The Company made capital expenditures of $37 million for the first
quarter of 1996, including $2 million of investments in affiliated companies
compared with capital expenditures of $25 million in the first quarter of 1995,
including $5 million of investments in affiliated companies. The principal
financing activity during the first quarter of 1996 was a scheduled debt
repayment of $25 million.
8
<PAGE> 9
LIQUIDITY AND CAPITAL RESOURCES
At March 31, 1996, the Company had outstanding borrowings of $168
million under the Revolving Facilities. There was $323 million available under
the Revolving Facilities after reduction for borrowings and for $59 million of
letters of credit usage. In addition, at March 31, 1996, the Company's foreign
subsidiaries had $93 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 the covenants contained in the 1995 Credit Agreement and other
debt instruments.
As described in Note 5 of Notes to Consolidated Financial Statements in the
Company's Annual Report on Form 10-K for the year ended December 31, 1995, there
are pending German Tax issues for the years 1984 through 1990. There has been no
change in the status of these issues since that report was filed.
9
<PAGE> 10
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits.
The exhibits listed on the accompanying Index to Exhibits are filed
as part of this quarterly report on Form 10-Q.
(b) Reports on Form 8-K.
During the quarter ended March 31, 1996, the Company filed no reports
on Form 8-K.
10
<PAGE> 11
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the Company has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
AMERICAN STANDARD COMPANIES INC.
By: G. Ronald Simon
(Vice President and Controller)
(also signing as Principal
Accounting Officer)
January 23, 1997
11
<PAGE> 12
AMERICAN STANDARD COMPANIES INC.
INDEX TO EXHIBITS
(The File Number of the Registrant, American Standard Companies Inc. is 1-11415)
Exhibit No. Description
----------- -----------
(27) Financial Data Schedule
12
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> MAR-31-1996
<EXCHANGE-RATE> 1
<CASH> 28,996
<SECURITIES> 3,592
<RECEIVABLES> 845,435
<ALLOWANCES> 28,995
<INVENTORY> 429,914
<CURRENT-ASSETS> 1,359,217
<PP&E> 1,434,769
<DEPRECIATION> 524,469
<TOTAL-ASSETS> 3,354,300
<CURRENT-LIABILITIES> 1,322,059
<BONDS> 1,746,937
0
0
<COMMON> 776
<OTHER-SE> (571,500)
<TOTAL-LIABILITY-AND-EQUITY> 3,354,300
<SALES> 1,364,316
<TOTAL-REVENUES> 1,364,316
<CGS> 1,031,103
<TOTAL-COSTS> 1,031,103
<OTHER-EXPENSES> 470,056
<LOSS-PROVISION> 3,447
<INTEREST-EXPENSE> 51,484
<INCOME-PRETAX> (188,327)
<INCOME-TAX> 17,000
<INCOME-CONTINUING> (205,327)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (205,327)
<EPS-PRIMARY> (2.66)
<EPS-DILUTED> 0
</TABLE>
