<PAGE> 1
FORM 10-Q
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, 1997
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 1-13574
JOHNS MANVILLE INTERNATIONAL GROUP, INC.
- ------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 84-1196355
- --------------------------------------- ----------------------------
(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)
SCHULLER INTERNATIONAL GROUP, INC.
- ------------------------------------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes |X| No
Johns Manville International Group, Inc. is a wholly owned subsidiary
of Johns Manville Corporation (formerly Schuller Corporation) and there is no
market for the registrant's common stock. As of May 6, 1997, there were 100
shares of the registrant's sole class of common stock outstanding.
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*PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
* "Company" when used in this report refers to Johns Manville
International Group, Inc. (formerly Schuller International Group,
Inc.), incorporated in the State of Delaware in 1992, and includes,
where applicable, its consolidated subsidiaries.
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JOHNS MANVILLE INTERNATIONAL GROUP, INC.
CONDENSED CONSOLIDATED BALANCE SHEET
(Thousands of dollars)
(Unaudited)
<TABLE>
<CAPTION>
March 31, December 31,
1997 1996
--------------- ---------------
ASSETS
<S> <C> <C>
Current Assets
Cash and equivalents $ 86,083 $ 138,216
Marketable securities, at cost, which
approximates market 1,689 2,698
Receivables 234,675 229,585
Inventories 114,117 101,041
Receivable from parent 4,034 28,176
Prepaid expenses 5,711 6,590
Deferred tax assets 29,631 31,063
--------------- ---------------
Total Current Assets 475,940 537,369
Property, Plant and Equipment,
net of accumulated depreciation of
$634,775 and $628,482, respectively 770,050 769,968
Receivable from Parent 10,199 10,115
Other Assets 457,559 350,089
--------------- ---------------
$ 1,713,748 $ 1,667,541
=============== ===============
LIABILITIES
Current Liabilities
Accounts and notes payable $ 113,176 $ 152,847
Compensation and employee benefits 92,735 102,136
Income taxes 18,665 15,863
Other accrued liabilities 54,268 50,049
--------------- ---------------
Total Current Liabilities 278,844 320,895
Long-Term Debt, less current portion 457,053 410,658
Notes Payable to Parent 107,453 80,000
Postretirement Benefits Other Than Pensions 202,721 199,473
Deferred Income Taxes and Other
Noncurrent Liabilities 328,131 333,850
--------------- ---------------
1,374,202 1,344,876
--------------- ---------------
STOCKHOLDER'S EQUITY
Common Stock, $1 par value; 100 shares
authorized, issued and outstanding
Capital in Excess of Par Value 80,869 80,869
Retained Earnings 238,045 215,125
Cumulative Currency Translation Adjustment 20,632 26,671
--------------- ---------------
339,546 322,665
--------------- ---------------
$ 1,713,748 $ 1,667,541
=============== ===============
</TABLE>
See Notes to Condensed Consolidated Financial Statements.
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<PAGE> 4
JOHNS MANVILLE INTERNATIONAL GROUP, INC.
CONDENSED CONSOLIDATED STATEMENT OF INCOME
(Thousands of dollars)
(Unaudited)
<TABLE>
<CAPTION>
Three Months
Ended March 31,
----------------------------------
1997 1996
--------------- ---------------
<S> <C> <C>
Net Sales $ 379,010 $ 326,109
Cost of Sales 278,354 232,550
Selling, General and Administrative 38,337 31,427
Research, Development and Engineering 7,277 7,052
Services Provided by Parent 3,384
Other Income (Expense), net (3,093) 5,456
--------------- ---------------
Income from Operations 51,949 57,152
Interest Income 2,212 2,285
Interest Expense 12,610 11,344
Interest Expense - Parent 1,334 484
--------------- ---------------
Income before Income Taxes 40,217 47,609
Income Tax Expense 17,297 20,470
--------------- ---------------
Net Income $ 22,920 $ 27,139
=============== ===============
</TABLE>
See Notes to Condensed Consolidated Financial Statements.
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<PAGE> 5
JOHNS MANVILLE INTERNATIONAL GROUP, INC.
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(Thousands of dollars)
(Unaudited)
<TABLE>
<CAPTION>
Three Months
Ended March 31,
----------------------------------
1997 1996
--------------- ---------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 22,920 $ 27,139
Adjustments to reconcile net income to net cash provided by operating
activities:
Depreciation and amortization 18,982 16,363
Deferred taxes 1,280 1,961
Other, net 7,221 21,933
Changes in current assets and liabilities (31,660) (20,971)
Changes in noncurrent liabilities (5,863) (5,646)
--------------- ---------------
Net cash provided by operating activities 12,880 40,779
--------------- ---------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and equipment (18,993) (25,154)
Acquisitions (113,010) (49,818)
Proceeds from sales of assets 9 1,464
Purchases of held-to-maturity securities (5,082)
Purchases of available-for-sale securities (4,900)
Proceeds from maturities of held-to-maturity
securities 1,003 25,946
Proceeds from sales or maturities of
available-for-sale securities 6,082
Decrease (increase) in other assets 23,057 (6,436)
--------------- ---------------
Net cash used in investing activities (107,934) (57,898)
--------------- ---------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of debt - external 56,000 168
Issuance of debt - Parent 30,000
Payments on debt - external (40,065) (10)
Payments on debt - Parent (2,547)
--------------- ---------------
Net cash provided by financing activities 43,388 158
--------------- ---------------
Effect of Exchange Rate Changes on Cash (467) (455)
--------------- ---------------
Net Decrease in Cash and Equivalents (52,133) (17,416)
Cash and Equivalents at Beginning of Period 138,216 140,328
--------------- ---------------
Cash and Equivalents at End of Period $ 86,083 $ 122,912
=============== ===============
</TABLE>
See Notes to Condensed Consolidated Financial Statements.
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<PAGE> 6
JOHNS MANVILLE INTERNATIONAL GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
The accompanying condensed consolidated financial statements include the
accounts of Johns Manville International Group, Inc., formerly Schuller
International Group, Inc., and those of its majority owned subsidiaries
(collectively, the "Company"). The Company is a wholly owned subsidiary of
Johns Manville Corporation (formerly Schuller Corporation).
The condensed consolidated financial statements as of March 31, 1997 and
December 31, 1996 and for the three months ended March 31, 1997 and 1996
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, 1996 filed with the Securities and Exchange
Commission.
Note 1 - Inventories
The major classes of inventories were as follows:
<TABLE>
<CAPTION>
(Thousands of dollars)
March 31, December 31,
1997 1996
-------------- --------------
<S> <C> <C>
Finished goods $ 72,135 $ 60,456
Raw materials and supplies 32,460 32,113
Work-in-process 9,522 8,472
-------------- --------------
$ 114,117 $ 101,041
============== ==============
</TABLE>
Note 2 - Acquisitions
During January 1997, the Company acquired the assets of Ergon Nonwovens, Inc.,
a manufacturer of synthetic meltblown nonwoven products. During February 1997,
the Company announced it had signed an agreement to acquire the Mitex group of
companies. Mitex is a leading manufacturer of fiber glass wall covering fabrics
used primarily in commercial and industrial buildings, and has manufacturing
facilities in Sweden and the United Kingdom. During the first quarter of 1997,
the Company deposited funds into escrow,
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pending the expected closing of the Mitex acquisition during the second
quarter. The combined purchase price for the acquisitions described above was
$113 million, financed from existing cash balances and borrowings of $45
million from international credit facilities. These acquisitions will be
accounted for under the purchase method.
Note 3 - Business Segment Information
Beginning in 1997, the Company reorganized its business segments and will
report separately its operating results in three principal business segments:
Insulation, consisting of the residential, commercial and industrial and
original equipment manufacturers ("OEM") insulation businesses; Roofing
Systems, consisting of the commercial and industrial roofing businesses; and
Engineered Products, consisting of the mats and fibers and filtration
businesses. The 1996 results were reclassified to conform with the current
presentation format.
<TABLE>
<CAPTION>
(Thousands of dollars)
Three Months
Ended March 31,
1997 1996
--------- ---------
<S> <C> <C>
NET SALES
Insulation $ 174,158 $ 155,521
Roofing Systems 99,052 62,607
Engineered Products 116,111 115,867
Corporate and Eliminations (10,311) (7,886)
--------- ---------
Net Sales $ 379,010 $ 326,109
========= =========
INCOME FROM OPERATIONS
Insulation $ 25,897 $ 24,801
Roofing Systems 7,476 2,792
Engineered Products 24,896 28,837
Corporate and Eliminations (6,320) 722
--------- ---------
Income from Operations $ 51,949 $ 57,152
========= =========
</TABLE>
Net sales included in Corporate and 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 INTERNATIONAL GROUP, INC.
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 1997 increased $52.9 million,
or 16.2 percent, to $379 million compared with $326.1 million for the same
period of 1996. Gross profit increased $7.1 million, or 7.6 percent, to $100.7
million from $93.6 million. Lower gross profit margins for the first quarter of
1997 compared with the first quarter of 1996 were due principally to lower
selling prices in several businesses. At the end of 1996, certain management
and financial services provided by Johns Manville Corporation were reorganized
and transferred to the Company. Therefore, services previously provided by
parent are reflected as selling, general and administrative for the first
quarter of 1997. Selling, general, administrative and research, development and
engineering expenses and services provided by parent in the aggregate increased
$3.8 million, or nine percent, to $45.6 million. These expenses were lower as a
percentage of sales at 12 percent for 1997 compared with 12.8 percent for 1996,
due primarily to the integration of 1996 acquisitions. In addition, other
income of $5.5 million for 1996 included a $7.2 million gain from the
settlement of certain pension plans. Exclusive of the $7.2 million gain, 1997
first quarter income from operations of $51.9 million would have been up $2
million compared with the same period of 1996.
Insulation Segment
The Insulation segment's net sales increased $18.7 million, or 12 percent, to
$174.2 million from $155.5 million for the first quarter of 1996. During the
first quarter of 1997, sales volumes increased as the Company's residential and
commercial and industrial insulation businesses continued to benefit from
strong U.S. construction markets. Meanwhile, income from operations increased
$1.1 million, or 4.4 percent, to $25.9 million from $24.8 million as the higher
sales volumes were partially offset by selling price declines for residential
insulation resulting from continued competitive pricing pressures. In addition,
OEM insulation had slightly improved operating results for the first quarter
of 1997.
Roofing Systems Segment
Net sales for the Roofing Systems segment increased $36.5 million, or 58.2
percent, to $99.1 million for the first quarter of 1997 from $62.6 million for
the same period of 1996. Income from operations for 1997 increased $4.7 million
to $7.5 million from $2.8 million for 1996. These increases are driven
primarily by the inclusion of a full quarter of operating results of
acquisitions completed during 1996. Decreased costs due to manufacturing
efficiencies and integration of
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acquisitions led to improved margins and also raised operating income during
the first quarter of 1997.
Engineered Products Segment
The Engineered Products segment's net sales were $116.1 million for the first
quarter of 1997 compared with $115.9 million for the first quarter of 1996,
while income from operations decreased $3.9 million, or 13.7 percent, to $24.9
million from $28.8 million. Net sales increased for the U.S. mats and fibers
business as strong demand resulted in higher sales volumes. Operating profits,
while also increasing due to higher sales volumes, were partially offset by
lower selling prices due to competitive pricing pressures. Slight improvements
for the Company's German operations on higher sales volumes were more than
offset by the impacts of the strength of the U.S. dollar against the German
mark on reported results. Operating results of the filtration business for the
first quarter of 1997 decreased on slightly lower net sales as competitive
pressures led to lower volumes and selling prices.
Compared with the first quarter of 1996, the Company's interest expense
increased $2.1 million to $13.9 million in 1997 from $11.8 million, due
primarily to increases in debt balances related to acquisitions.
The Company's net income for the first quarter of 1997 was $22.9 million
compared with net income of $27.1 million for the first quarter of 1996.
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, investments, stock issuances and repurchases, dividends and other
distributions, restrictions on intercompany transactions, including transfers
of cash and transactions with Johns Manville Corporation. As of March 31, 1997,
the maximum amount available for dividends to be paid to Johns Manville
Corporation under the debt covenants of the Company's Senior Notes was
approximately $230 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, 1997, the Company was in compliance with these
covenants.
At March 31, 1997, the Company had cash and marketable securities totaling
$87.8 million, of which $75.8 million was available for domestic operating
purposes. At December 31, 1996, the Company's cash and marketable securities
totaled $140.9 million. At March 31, 1997, the Company had $100 million
available under a receivables sale facility for its domestic short-term working
capital requirements. In addition, the Company's international subsidiaries had
borrowing and
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<PAGE> 10
working capital facilities totaling $85 million, of which $45 million was
borrowed to partially finance acquisitions, leaving approximately $38 million
available at March 31, 1997.
The Company's net operating activities provided $12.9 million of cash during
the first quarter of 1997. Net operating activities for the same period of
1996, which included proceeds from the settlement of pension plans, provided
$40.8 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 sales volume increases during the first quarter of
1997 were partially offset by selling price declines. The Company's 1997
operating results are expected to benefit from the continuing integration of
acquisitions and other alliances. A comparable level of U.S. housing starts
during the first quarter of 1997 compared with the same period of 1996 should
continue to benefit the residential insulation business. Capacity-related
competitive pricing pressures are expected to continue for the residential
insulation, mats and fibers and filtration businesses for the remainder of the
year.
The Company's investing activities for the quarter ended March 31, 1997
consisted of $113 million for acquisitions, including the deposit of funds into
escrow for the anticipated second quarter closing of the acquisition of the
Mitex group of companies. During the first quarter of 1997, the Company
received $23.8 million in repayment of an advance made to Johns Manville
Corporation in 1996 for an acquisition which was subsequently contributed to
the Company. The Company's capital expenditures totaled $19 million for the
first quarter of 1997. The Company estimates 1997 capital expenditures of
approximately $120 million, of which approximately $50 million relate to
capacity expansion projects principally to increase residential insulation
production. As of March 31, 1997, outstanding purchase commitments for capital
projects totaled $29 million. Investing activities for 1996 included the
combined purchase prices for acquisitions of $49.8 million and capital
expenditures totaling $25.2 million.
In addition to borrowings to partially finance 1997 acquisitions, the Company's
financing activities for the first quarter of 1997 included repayment of debt
totaling $30 million assumed in connection with 1996 acquisitions, which was
refinanced with notes payable to Johns Manville Corporation.
The Company believes that its current cash position, funds available under a
receivables facility and foreign working capital 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
the $400 million Senior Notes due in 2004, or in connection with possible
significant future acquisitions.
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<PAGE> 11
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 (i) expected benefits from
the continuing integration of acquisitions, other alliances and capacity
expansions (ii) effect on the residential insulation business resulting from
first quarter 1997 U.S. housing starts, (iii) possible price decreases due to
increased capacity in the residential insulation, mats and fibers and
filtration industries, (iv) the Company's expectations concerning levels of
capital spending and funding of current operations, debt service and future
acquisitions, 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, 1996.
Factors that could affect the Company's expected levels of capital spending and
funding of current operations, debt service and dividends, include, without
limitation, the contingencies and commitments discussed in the Company's
financial statements included in this report for the quarter ended March 31,
1997. 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. In addition, the Company's
ability to make future acquisitions depends upon the ability of the Company to
identify and reach agreement with viable acquisition candidates and the
availability of sources of financing for such acquisitions on terms which are
acceptable to the Company.
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<PAGE> 12
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.
Not applicable.
ITEM 5. OTHER INFORMATION.
Not applicable.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits.
Exhibit 3, Certificate of Amendment to Restated Certificate
of Incorporation
Exhibit 27.1, Financial Statement Schedules.
(b) Form 8-K.
None.
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<PAGE> 13
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 INTERNATIONAL
GROUP, INC.
----------------------------
(Registrant)
Date: May 8, 1997 By: R. B. Von Wald
---------------------
R. B. Von Wald
Executive Vice President,
General Counsel and Secretary
Date: May 8, 1997 By: K. L. Jensen
-------------------
K. L. Jensen
Senior Vice President and
Chief Financial Officer
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<PAGE> 14
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<S> <C>
Exhibit 3 Certificate of Amendment to Restated Certificate
of Incorporation
Exhibit 27.1 Financial Statement Schedules.
</TABLE>
<PAGE> 1
EXHIBIT 3
CERTIFICATE OF AMENDMENT TO
CERTIFICATE OF INCORPORATION
OF
SCHULLER INTERNATIONAL GROUP, INC.
PURSUANT TO SECTION 103 AND SECTION 242 OF
THE GENERAL CORPORATION LAW OF
THE STATE OF DELAWARE
The undersigned, Charles L. Henry and Richard B. Von Wald, certify
that they are the President and Secretary, respectively, of Schuller
International Group, Inc., a corporation organized and existing under the laws
of the State of Delaware (the "Company"), and do hereby further certify as
follows:
1. The name of the Company is Schuller International Group,
Inc.
2. This Certificate of Amendment was unanimously approved by
the Board of Directors of the Company and thereafter duly adopted by
the stockholders thereof, in accordance with the provisions of Section
242 of the General Corporation Law of the State of Delaware.
3. Article I of the Certificate of Incorporation of
the Company is hereby amended to read in its entirety as follows:
ARTICLE I
NAME
The name of the corporation is Johns Manville International
Group, Inc. (the "Corporation").
IN WITNESS WHEREOF, Schuller International Group, Inc. has caused this
Certificate of Amendment to be signed by Charles L. Henry, its President, and
attested by Richard B. Von Wald, its Secretary, this 29th day of April, 1997.
SCHULLER INTERNATIONAL GROUP, INC.
/s/ Charles L. Henry
----------------------------------
Charles L. Henry
Attest:
/s/ Richard B. Von Wald
- ----------------------------
Richard B. Von Wald
Filed with the Secretary
of State of Delaware
on May 2, 1997.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE MARCH
31, 1997 FORM 10-Q OF JOHNS MANVILLE INTERNATIONAL GROUP, INC. AND IS QUALIFIED
IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<CASH> 86,083
<SECURITIES> 1,689
<RECEIVABLES> 240,728
<ALLOWANCES> 7,685
<INVENTORY> 114,117
<CURRENT-ASSETS> 475,940
<PP&E> 1,404,825
<DEPRECIATION> 634,775
<TOTAL-ASSETS> 1,713,748
<CURRENT-LIABILITIES> 278,844
<BONDS> 564,506
0
0
<COMMON> 0
<OTHER-SE> 339,546
<TOTAL-LIABILITY-AND-EQUITY> 1,713,748
<SALES> 379,010
<TOTAL-REVENUES> 379,010
<CGS> 278,354
<TOTAL-COSTS> 278,354
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 229
<INTEREST-EXPENSE> 13,944
<INCOME-PRETAX> 40,217
<INCOME-TAX> 17,297
<INCOME-CONTINUING> 22,920
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 22,920
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
