FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Quarterly Report Pursuant To Section 13 or 15(d) of
the Securities Exchange Act of 1934
For Quarter Ended September 30, 1995. Commission File Number 1-5794
MASCO CORPORATION
(Exact name of Registrant as specified in its Charter)
Delaware 38-1794485
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
21001 Van Born Road, Taylor, Michigan 48180
(Address of principal executive offices) (Zip Code)
(313) 274-7400
(Telephone Number)
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 and (2) has been subject to such filing requirements for
the past 90 days.
Yes X No
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practical date.
Shares Outstanding at
Class October 31, 1995
Common stock, par value $1 per share 160,592,000
MASCO CORPORATION
INDEX
Page No.
Part I. Financial Information
Item 1. Financial Statements
Condensed Consolidated Balance Sheet -
September 30, 1995 and December 31, 1994 1
Condensed Consolidated Statement of
Income for the Three Months and
Nine Months Ended September 30, 1995
and 1994 2
Condensed Consolidated Statement of
Cash Flows for the Nine Months Ended
September 30, 1995 and 1994 3
Notes to Condensed Consolidated
Financial Statements 4-7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of
Operations 8-10
Unaudited Information Regarding Equity
Affiliates for the Three Months and
Nine Months Ended September 30, 1995
and 1994 11
Part II. Other Information and Signature 12
MASCO CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEET
September 30, 1995 and December 31, 1994
(Dollars in thousands)
September 30, December 31,
ASSETS 1995 1994
Current assets:
Cash and cash investments $ 73,050 $ 61,160
Marketable securities 11,520 9,910
Accounts and notes receivable, net 824,340 745,170
Prepaid expenses and other 125,010 126,370
Inventories:
Finished goods 404,190 388,440
Raw material 404,110 333,280
Work in process 191,180 227,110
999,480 948,830
Total current assets 2,033,400 1,891,440
Equity investments in MascoTech, Inc. 199,170 184,960
Equity investments in other affiliates 63,390 57,790
Property and equipment, net 1,323,740 1,231,810
Excess of cost over acquired net assets 753,350 706,160
Other noncurrent assets 334,730 317,880
Total assets $4,707,780 $4,390,040
LIABILITIES
Current liabilities:
Notes payable $ 56,440 $ 48,380
Accounts payable 196,280 201,320
Accrued liabilities 381,980 351,590
Total current liabilities 634,700 601,290
Long-term debt 1,656,000 1,592,610
Deferred income taxes and other 90,750 83,460
Total liabilities 2,381,450 2,277,360
SHAREHOLDERS' EQUITY
Common stock, par value $1 per share
Authorized shares: 400,000,000 160,280 156,990
Preferred stock, par value $1 per share
Authorized shares: 1,000,000 --- ---
Paid-in capital 125,990 44,840
Retained earnings 2,042,610 1,924,740
Cumulative translation adjustments (2,550) (13,890)
Total shareholders' equity 2,326,330 2,112,680
Total liabilities and
shareholders' equity $4,707,780 $4,390,040
See notes to condensed consolidated financial statements.
1
[CAPTION]
MASCO CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF INCOME
For the Three Months and Nine Months Ended September 30, 1995 and 1994
(Amounts in thousands except per share data)
Three Months Ended Nine Months Ended
September 30 September 30
1995 1994 1995 1994
Net sales $1,235,000 $1,150,000 $3,669,000 $3,320,000
Cost of sales 842,800 767,300 2,480,100 2,218,800
Gross profit 392,200 382,700 1,188,900 1,101,200
Selling, general and administrative
expenses 258,500 241,300 781,300 705,200
Operating profit 133,700 141,400 407,600 396,000
Other (income) expense, net:
Interest expense 29,100 27,000 86,400 81,200
Re: MascoTech, Inc.:
Equity earnings (5,300) (5,600) (13,600) (23,700)
Gain from stock sale --- --- --- (4,400)
Other, net (2,000) (100) (6,800) (2,900)
21,800 21,300 66,000 50,200
Income before income taxes 111,900 120,100 341,600 345,800
Income taxes 44,800 48,000 136,700 138,300
Net income $ 67,100 $ 72,100 $ 204,900 $ 207,500
Per share data:
Net income $.42 $.45 $1.29 $1.31
Cash dividends paid $.18 $.17 $.54 $.51
Cash dividends declared $.19 $.18 $.55 $.52
Average shares outstanding 159,300 158,600 159,300 158,600
See notes to condensed consolidated financial statements.
2
MASCO CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
For the Nine Months Ended September 30, 1995 and 1994
(Dollars in thousands)
Nine Months Ended
September 30
1995 1994
CASH FLOWS FROM (FOR) OPERATING ACTIVITIES:
Cash provided by operations $288,730 $278,850
(Increase) in receivables, net (111,860) (83,370)
(Increase) in inventories, net (48,120) (65,430)
Decrease in prepaid expenses 2,180 6,860
Increase in current liabilities 14,570 42,060
Total cash from operating activities 145,500 178,970
CASH FLOWS FROM (FOR) INVESTING ACTIVITIES:
Proceeds from sale of Formica investment 74,470 ---
Capital expenditures (165,370) (131,350)
Other, net 620 3,090
Total cash (for) investing activities (90,280) (128,260)
CASH FLOWS FROM (FOR) FINANCING ACTIVITIES:
Increase in debt 603,200 78,600
Payment of debt (560,690) (89,680)
Cash dividends paid (85,840) (80,140)
Total cash (for) financing activities (43,330) (91,220)
CASH AND CASH INVESTMENTS:
Increase (decrease) for the period 11,890 (40,510)
At January 1 61,160 119,980
At September 30 $ 73,050 $ 79,470
Supplemental Cash Flow Information:
Net cash paid during the period for:
Interest $ 86,380 $ 80,240
Income taxes $131,990 $126,340
See notes to condensed consolidated financial statements.
3
MASCO CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
A. In the opinion of the Company, the accompanying unaudited condensed
consolidated financial statements contain all adjustments, of a normal
recurring nature, necessary to present fairly its financial position as at
September 30, 1995 and the results of operations for the three months and
nine months ended September 30, 1995 and 1994 and cash flows for the nine
months ended September 30, 1995 and 1994. The condensed consolidated
balance sheet at December 31, 1994 was derived from audited financial
statements, but does not include all disclosures required by generally
accepted accounting principles. Earnings per share are calculated based on
the weighted average common shares outstanding.
B. Other (income) expense, net consists of the following, in thousands:
Three Months Ended Nine Months Ended
September 30 September 30
1995 1994 1995 1994
Interest expense $29,100 $27,000 $86,400 $81,200
Re: MascoTech, Inc.:
Equity earnings (5,300) (5,600) (13,600) (23,700)
Gain from sale of
common stock --- --- --- (4,400)
Equity earnings, other (2,400) (1,000) (6,700) (3,100)
Interest income and gains
from marketable
securities and
cash investments, net (3,200) (2,300) (11,100) (10,000)
Other, net 3,600 3,200 11,000 10,200
$21,800 $21,300 $66,000 $50,200
Included in other, net for the nine months ended September 30, 1995, was a
$15.9 million gain from the sale of the Company's investment in Formica
Corporation; this gain was offset by charges and reserves for profit
improvement programs and asset disposals that should enhance the Company's
future performance.
C. As announced during the second quarter of 1995, the Company's Board of
Directors has determined that the divestiture of the Home Furnishings Group
appears to be in the Company's and its shareholders'long-term strategic
interest and thus has directed the Company to explore alternatives with
respect to a possible divestiture. Alternatives currently being explored
include the creation of a new independent public company through either an
initial public offering or a spin-off to Company shareholders or the sale of
the Home Furnishings Group. The Company anticipates receiving substantial
cash proceeds either from a cash payment paid to the Company by the Home
Furnishings Group prior to its becoming a public company or from the sale
of the Home Furnishings Group.
Sales of the Home Furnishings Group in 1994 approximated $1.9 billion with
operating profit of approximately $80 million. While these sales
represented 42 percent of the Company's total 1994 sales, operating profit
from this group comprised less than 14 percent of the Company's 1994
operating profit.
4
MASCO CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
Note C - Continued:
The Home Furnishings Group represents an investment of approximately $1.7
billion on the Company's December 31, 1994 balance sheet. While the Company
believes that the book value of its investment in the Home Furnishings Group
is realizable in the longer term in the ordinary course of business, the
Company believes that the current value of the Home Furnishings Group is
well in excess of $1 billion. Even then, depending upon the nature and
timing of a divestiture, the potential transactions, while strengthening the
Company's balance sheet, may involve a substantial non-cash charge to the
Company's financial statements.
D. The following presents the combined unaudited financial statements of the
Company, MascoTech, Inc. and TriMas Corporation as one entity, with Masco
Corporation as the parent company. Intercompany transactions have been
eliminated. Amounts, except per share data, are in thousands.
Combined Balance Sheet
September 30, December 31,
Assets 1995 1994
Current assets:
Cash and cash investments $ 167,630 $ 230,780
Marketable securities 19,170 72,020
Accounts and notes receivable, net 1,103,320 980,940
Prepaid expenses 113,190 133,490
Deferred income taxes 54,550 68,270
Net current assets of businesses
held for disposition 76,790 146,690
Inventories:
Finished goods 478,090 449,290
Raw material 472,940 404,240
Work in process 229,010 266,810
1,180,040 1,120,340
Total current assets 2,714,690 2,752,530
Equity investments in affiliates 198,410 150,310
Property and equipment, net 1,916,410 1,779,520
Excess of cost over acquired net assets 1,007,080 964,000
Net noncurrent assets of businesses held
for disposition 180,490 232,370
Other noncurrent assets 439,840 405,220
Total assets $6,456,920 $6,283,950
Liabilities and Shareholders' Equity
Current liabilities:
Notes payable $ 62,900 $ 52,330
Accounts payable 304,120 334,770
Accrued liabilities 510,040 457,160
Total current liabilities 877,060 844,260
Long-term debt 2,571,220 2,699,450
Deferred income taxes and other 223,810 206,630
Other interests in combined affiliates 458,500 420,930
Equity of shareholders of Masco
Corporation 2,326,330 2,112,680
Total liabilities and
shareholders' equity $6,456,920 $6,283,950
5
MASCO CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
Note D - Continued:
Three Months Ended Nine Months Ended
September 30 September 30
Combined Statement of Income 1995 1994 1995 1994
Net sales $1,766,410 $1,696,980 $5,377,900 $4,986,290
Costs and expenses, net:
Cost of sales 1,262,640 1,197,260 3,835,590 3,507,490
Selling, general and
administrative expenses 319,550 311,340 980,360 911,960
Other (income) expense, net:
Interest expense 43,410 43,540 135,950 126,590
Other income, net (8,250) (13,320) (29,040) (41,510)
35,160 30,220 106,910 85,080
1,617,350 1,538,820 4,922,860 4,504,530
Income before income taxes and
other interests 149,060 158,160 455,040 481,760
Income taxes 64,560 67,250 197,850 206,700
Income before other interests 84,500 90,910 257,190 275,060
Other interests in combined
affiliates 17,400 18,810 52,290 67,560
Net income $ 67,100 $ 72,100 $ 204,900 $ 207,500
Per share data:
Net income $.42 $.45 $1.29 $1.31
Cash dividends paid $.18 $.17 $.54 $.51
Cash dividends declared $.19 $.18 $.55 $.52
Average shares outstanding 159,300 158,600 159,300 158,600
6
MASCO CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (concluded)
Note D - Concluded:
Nine Months Ended
September 30
Combined Statement of Cash Flows 1995 1994
Cash Flows From (For) Operating Activities:
Cash provided by operations $ 359,490 $ 346,830
(Increase) in receivables, net (153,730) (124,250)
(Increase) in inventories, net (52,000) (82,150)
(Increase) decrease in marketable
securities, net 54,460 (42,520)
(Increase) decrease in prepaid expenses 14,620 (25,260)
Increase (decrease) in current liabilities (6,010) 59,020
Total cash from operating activities 216,830 131,670
Cash Flows From (For) Investing Activities:
Capital expenditures (229,570) (234,360)
Proceeds from sale of Formica Investment 74,470 ---
Proceeds from sale of subsidiaries 94,880 41,220
Acquisitions, net of cash acquired (22,810) ---
Other, net 56,840 39,780
Total cash (for) investing activities (26,190) (153,360)
Cash Flows From (For) Financing Activities:
Increase in debt 733,100 485,600
Payment of debt (885,360) (429,130)
Cash dividends paid (101,530) (94,710)
Total cash (for) financing activities (253,790) (38,240)
Cash and Cash Investments:
Decrease for the period (63,150) (59,930)
At January 1 230,780 272,950
At September 30 $ 167,630 $ 213,020
7
MASCO CORPORATION
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
THIRD QUARTER 1995 AND THE FIRST NINE MONTHS 1995 VERSUS
THIRD QUARTER 1994 AND THE FIRST NINE MONTHS 1994
Net sales increased 7 percent and 11 percent for the third quarter and nine
months ended September 30, 1995, respectively, from the comparable periods in
1994. Sales of Home Improvement and Building Products including acquisitions
increased 10 percent and 12 percent, and excluding acquisitions increased 2
percent and 6 percent for the third quarter and nine months ended September 30,
1995, respectively, from the comparable periods in 1994. Sales of Home
Furnishings Products increased 4 percent and 9 percent, and excluding a recent
acquisition increased 4 percent and 5 percent for the third quarter and nine
months ended September 30, 1995, respectively, from the comparable periods in
1994.
The Company's operating profit margins for the nine months ended September
30, 1995 declined from the comparable period in 1994. Cost of sales as a
percentage of sales increased to 68.2 percent from 66.7 percent and to 67.6
percent from 66.8 percent for the third quarter and nine months ended September
30, 1995, respectively, from the comparable periods in 1994; these increases
were the result, among others, of changing product sales mix and plant start-up
and home furnishings restructuring costs. Selling, general and administrative
expenses as a percentage of sales for the third quarter and nine months ended
September 30, 1995 were 20.9 percent and 21.3 percent, respectively, as compared
with 21.0 percent and 21.2 percent in the comparable 1994 periods.
Included in other (income) expense, net for the third quarter and nine
months ended September 30, 1995 are equity earnings from MascoTech, Inc.
aggregating $5.3 million and $13.6 million, respectively, as compared with $5.6
million and $23.7 million of equity earnings in the comparable 1994 periods.
MascoTech's operating results for the first nine months of 1995 were negatively
impacted by the reduced results, including restructuring-related costs, of
certain businesses MascoTech plans to divest, and by increased costs and
expenses reflecting start-up costs associated with MascoTech's expanded capital
investment programs, launch costs for new products and increased steel costs,
principally for its core transportation-related businesses.
8
Also included in other (income) expense, net for the nine months ended
September 30, 1995, was a $15.9 million gain from the sale of the Company's
investment in Formica Corporation; this gain was offset by charges and reserves
for profit improvement programs and asset disposals that should enhance the
Company's future performance. Included in other (income) expense, net for the
nine months ended September 30, 1994 was a $4.4 million gain from the sale of
MascoTech stock.
Net income for the first nine months of 1995 decreased slightly to $204.9
million from $207.5 million, and earnings per share decreased to $1.29 from
$1.31. Excluding the 1994 MascoTech stock gain and year-to-date equity earnings
from MascoTech for both 1995 and 1994, net income for the first nine months of
1995 would have increased 3 percent from the comparable 1994 period. Net income
and earnings per share for the third quarter of 1995 each decreased 7 percent to
$67.1 million and $.42 from $72.1 million and $.45, respectively, in the
comparable 1994 period.
The Company's major markets have experienced a slowdown in 1995 as a result
of lower housing activity, reduced consumer spending and inventory reductions by
certain customers. The economic decline in the Company's major markets
currently appears to have bottomed and, unless there is a further weakening, the
Company continues to anticipate improved sales and operating profit for 1995
over prior years.
As announced during the second quarter of 1995, the Company's Board of
Directors has determined that the divestiture of the Home Furnishings Group
appears to be in the Company's and its shareholders' long-term strategic
interest and thus has directed the Company to explore alternatives with respect
to a possible divestiture. Alternatives currently being explored include the
creation of a new independent public company through either an initial public
offering or a spin-off to Company shareholders or the sale of the Home
Furnishings Group. The Company anticipates receiving substantial cash proceeds
either from a cash payment paid to the Company by the Home Furnishings Group
prior to its becoming a public company or from the sale of the Home Furnishings
Group.
Sales of the Home Furnishings Group in 1994 approximated $1.9 billion with
operating profit of approximately $80 million. While these sales represented 42
percent of the Company's total 1994 sales, operating profit from this group
comprised less than 14 percent of the Company's 1994 operating profit.
The Home Furnishings Group represents an investment of approximately $1.7
billion on the Company's December 31, 1994 balance sheet. While the Company
believes that the book value of its investment in the Home Furnishings Group is
realizable in the longer term in the ordinary course of business, the Company
believes that the current value of the Home Furnishings Group is well in excess
of $1 billion. Even then, depending upon the nature and timing of a
divestiture, the potential transactions, while strengthening the Company's
balance sheet, may involve a substantial non-cash charge to the Company's
financial statements.
9
The Company's Home Furnishings Group includes such well-known brands as
Henredon, Drexel Heritage, Lexington, Universal, Berkline, Bench Craft,
Maitland-Smith and Robert Allen Fabrics.
The Company has on file with the Securities and Exchange Commission, an
unallocated shelf registration pursuant to which the Company is able to issue up
to a combined $800 million of debt and equity securities.
At September 30, 1995 current assets were 3.2 times current liabilities.
The Company believes that its cash flows from operations and, to the extent
necessary, future financial market activities and bank borrowings, are
sufficient to fund its working capital and other investment needs.
During the third quarter of 1995, the Company increased the quarterly
dividend to $.19 from $.18 per common share. This marks the 37th consecutive
year in which dividends have been increased.
10
UNAUDITED INFORMATION REGARDING EQUITY AFFILIATES
FOR THE THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER 30, 1995 AND 1994
Equity investments in affiliates consist primarily of the following
approximate common stock and partnership interests at September 30:
1995 1994
MascoTech, Inc. 44% 42%
Hans Grohe, a German partnership 27% 27%
TriMas Corporation 5% 5%
The following presents the condensed financial data of MascoTech, Inc.
Amounts are in thousands.
Three Months Ended Nine Months Ended
September 30 September 30
1995 1994 1995 1994
Sales - Net $404,900 $416,500 $1,289,200 $1,261,690
Gross Profit $ 67,050 $ 73,440 $ 212,760 $ 243,440
Net Income
(Before Preferred
Stock Dividends) $ 15,960 $ 18,380 $ 44,520 $ 74,120
11
PART II. OTHER INFORMATION
MASCO CORPORATION
Items 1 through 5 are not applicable.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits:
11 - Computation of Earnings Per Share
12 - Computation of Ratio of Earnings to Fixed Charges
27 - Financial Data Schedule
(b) Reports on Form 8-K:
None.
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.
MASCO CORPORATION
(Registrant)
Date: November 10, 1995 By: /s/ Richard G. Mosteller
Richard G. Mosteller
Senior Vice President - Finance
(Chief Financial Officer and
Authorized Signatory)
12
MASCO CORPORATION
EXHIBIT INDEX
Exhibit
Exhibit 11 Computation of Earnings Per Share
Exhibit 12 Computation of Ratio of Earnings to Fixed Charges
Exhibit 27 Financial Data Schedule
13