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Exhibit 99
THE DIAL CORPORATION
EXHIBIT 99
PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
SAFE HARBOR COMPLIANCE STATEMENT FOR FORWARD-LOOKING STATEMENTS
In passing the Private Securities Litigation Reform Act of 1995 (the "PSLRA"),
Congress encouraged public companies to make "forward-looking statements" by
creating a safe-harbor to protect companies from securities law liability in
connection with forward-looking statements. The Dial Corporation intends to
qualify both its written and oral forward-looking statements for protection
under the PSLRA.
To qualify oral forward-looking statements for protection under the PSLRA, a
readily available written document must identify important factors that could
cause actual results to differ materially from those in the forward-looking
statements. We provide the following information in connection with our
continuing effort to qualify both written and oral forward-looking statements
for the safe harbor protection of the PSLRA.
Forward-looking statements express expectations of future events. All
forward-looking statements are inherently uncertain as they are based on various
expectations and assumptions concerning future events and they are subject to
numerous known and unknown risks and uncertainties which could cause actual
events or results to differ materially from those projected. Due to these
inherent uncertainties, the investment community is urged not to place undue
reliance on forward-looking statements. In addition, we undertake no obligation
to update or revise forward-looking statements to reflect changed assumptions,
the occurrence of unanticipated events or changes to projections over time.
FACTORS THAT MAY AFFECT FUTURE RESULTS AND FINANCIAL CONDITION.
Our future results and financial condition are dependent upon our ability to
successfully develop, manufacture and market consumer products. Inherent in this
process are a number of factors that we must successfully manage to achieve
favorable future operating results and financial condition. Potential risks and
uncertainties that could affect our future operating results and financial
condition include, but are not limited to, the factors discussed below.
- WE ARE TAKING A NUMBER OF STEPS DESIGNED TO IMPROVE OUR OPERATIONS AND
FINANCIAL RESULTS, INCLUDING THE RESTRUCTURING AND SPECIAL CHARGES TAKEN IN THE
SECOND AND THIRD QUARTERS OF 2000. WE MAY NOT ACHIEVE THE BENEFITS THAT WE
EXPECT FROM THESE MEASURES.
We are taking a number of steps designed to improve our operations and
financial results. For example, in the second and third quarters of 2000, we
announced restructuring and special charges totaling up to $96 million. These
charges and changes to our business operations are expected to produce cost
savings going forward. No assurances can be given that these charges or any of
the changes made to our business operations will achieve the benefits that we
expect. The expected timing, estimated costs of restructuring and special
charges and the projected savings to result from these charges are based upon
management's judgement in light of the circumstances and estimates at the time
the judgements were made. Accordingly, the expected timing, estimated costs and
projected savings for these charges may change as future events evolve, and the
changes may be material. In addition, we may need to record additional
restructuring and special charges or asset writedowns depending upon the
outcome of our discussions with Henkel regarding the future of the Dial/Henkel
joint ventures and with the developer regarding a postponement or termination
of construction of a new Dial Technical and Administrative Center ("DTAC")
building.
- WE ARE CONSIDERING VARIOUS STRATEGIC ALTERNATIVES FOR OUR COMPANY, INCLUDING
SELLING SUBSTANTIAL ASSETS OR THE ENTIRE COMPANY. THERE CAN BE NO ASSURANCE THAT
WE WILL UNDERTAKE ANY STRATEGIC ALTERNATIVES OR, IF UNDERTAKEN, THAT THEY WILL
PROVE SUCCESSFUL.
As part of our "SFX01" initiative, we currently are exploring, and will continue
to explore, strategic alternatives available to Dial. These alternatives include
selling substantial assets or the entire company. Decisions made in the course
of SFX01 could result in Dial recording additional special or restructuring
charges or asset writedowns. No assurances can be given that any transactions
will occur or, if transactions do occur, that they will improve our operating
results or financial condition or increase shareholder value. Moreover, the
uncertainty created by this environment may adversely impact our ability to
retain employees and our relationships with customers, suppliers and lenders.
- WE MAY NOT BE IN COMPLIANCE WITH LOAN COVENANTS AT DECEMBER 31, 2000, AND THIS
COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR LIQUIDITY AND FINANCIAL CONDITION.
In light of our poor operating results for 2000, it is possible that at December
31, 2000, we could be out of compliance with a covenant under our credit
facility requiring a ratio of 3 to 1 for EBITDA to funded debt. We have
discussed this issue with our lenders and are attempting to amend this covenant
to ensure compliance through 2001. No assurances can be given that we will be in
compliance with this covenant at December 31, 2000 or that our lenders will
agree to amend this covenant to ensure compliance. Any noncompliance with this
covenant or any other covenants under our credit facility could have a material
adverse effect on our liquidity and financial condition.
- WE FACE INTENSE COMPETITION IN A MATURE INDUSTRY THAT MAY REQUIRE US TO
INCREASE EXPENDITURES AND LOWER PROFIT MARGINS TO PRESERVE OR MAINTAIN OUR
MARKET SHARE.
Currently, we depend primarily on sales generated in U.S. markets (90% of sales
in 1999). U.S. markets for consumer products are mature and characterized by
high household penetration, particularly with respect to our most significant
product categories, including detergents and bar soaps. We may not be able to
succeed in implementing our strategies to increase domestic revenues. Our unit
sales growth in domestic markets will depend on increasing usage by consumers,
product innovation and capturing market share from competitors.
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The consumer products industry, particularly the detergent, personal care and
air freshener categories, is intensely competitive. To protect our existing
market share or to capture increased market share, we may need to increase
expenditures for promotions and advertising and to introduce and establish new
products. These additional measures and increased expenditures may not prove
successful in maintaining or enhancing our market share and could result in
lower sales and profits, as has occurred in 2000.
Many of our competitors are large companies, including The Procter & Gamble
Company, Lever Brothers Co., Colgate-Palmolive Company, and S.C. Johnson & Son,
Inc., which have greater financial resources than we do. They could outspend us
in an attempt to take market share from us.
- PRICE-CUTTING MEASURES IN RESPONSE TO COMPETITIVE PRESSURES COULD RESULT IN
DECREASED PROFIT MARGINS.
Consumer products, particularly those that are value-priced, are subject to
significant price competition. From time to time, we may need to reduce the
prices for some of our products to respond to competitive and consumer pressures
and to maintain market share. Any reduction in our prices to respond to these
pressures would have an adverse impact on our profit margins. In addition, if
our sales volumes fail to grow sufficiently to offset any reduction in margins,
our results of operations would be materially adversely affected. In 2000, our
sales volumes have actually declined, which has reduced our margins and
materially adversely affected our results of operations. No assurances can be
given that our sales volumes will not continue to decline or that we will be
able to grow our sales volumes sufficiently to offset the reduction in our
margins.
- PROVIDING PRICE CONCESSIONS OR TRADE TERMS THAT ARE ACCEPTABLE TO OUR TRADE
CUSTOMERS, OR OUR FAILURE TO DO SO, COULD ADVERSELY AFFECT OUR SALES AND
PROFITABILITY. REDUCTIONS IN INVENTORY BY OUR TRADE CUSTOMERS, INCLUDING AS A
RESULT OF CONSOLIDATION IN THE RETAIL INDUSTRY, COULD ADVERSELY AFFECT OUR
SALES.
Because of the competitive environment facing retailers, we face pricing
pressure from these customers. Many of our trade customers, particularly our
high-volume retail store customers, have increasingly sought to obtain pricing
concessions or better trade terms. These concessions or terms could adversely
affect our margins. Further, if we are unable to maintain price or trade terms
that are acceptable to our trade customers, they could increase product
purchases from our competitors, which would adversely affect our sales and
profitability. In 2000, some of our retail customers have reduced inventory
levels of our products and this inventory level reduction has materially
adversely affected our results of operations. No assurances can be given that
our retail customers will not continue to reduce inventory levels in managing
their working capital requirements. Any further reduction in inventory levels
could continue to materially adversely affect our results of operations. In this
regard, consolidation within the retail industry could potentially reduce
inventory levels maintained by our retail customers, which could adversely
impact our results of operations. Our performance is also dependent upon the
general health of the retail environment and could be materially affected by
changes affecting retailing and by the financial difficulties of retailers.
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- LOSS OF OUR PRINCIPAL CUSTOMERS COULD SIGNIFICANTLY DECREASE OUR SALES AND
PROFITABILITY.
Our top ten customers accounted for 42% of net sales in 1999. Wal-Mart,
including its affiliate Sam's Club, was our largest customer, accounting for 18%
of net sales in 1999. The loss of or a substantial decrease in the volume of
purchases by Wal-Mart or any of our other top customers could have a material
adverse effect on sales and profitability.
- PRICE INCREASES IN CERTAIN RAW MATERIALS COULD ADVERSELY AFFECT OUR PROFIT
MARGINS.
Rapid increases in the prices of certain raw materials could materially impact
our profit margins. For example, tallow (a key ingredient in Dial bar soaps) has
experienced price fluctuations within the range of $0.10 and $0.28 per pound
from January 1, 1995, to September 30, 2000. Recently, the price of tallow has
been trading at the lower end of this historical range. If prices were to
increase, we may not be able to increase the prices of our Dial bar soaps to
offset these increases as readily as many competitors, which tend to use less
tallow in their products. In addition, we depend on a single supplier for
Triclosan, the antibacterial agent that is the active ingredient used in Liquid
Dial products. Although we currently have an adequate supply of Triclosan, a
significant disruption in this supply could have a material adverse impact on
our financial results.
- WE HAVE MADE, AND MAY CONTINUE TO MAKE ACQUISITIONS, THAT PROVE UNSUCCESSFUL
OR STRAIN OR DIVERT OUR RESOURCES.
In 1998, we acquired two consumer products companies, Freeman Cosmetic
Corporation and Sarah Michaels. In 1999, we formed a joint venture company with
Henkel KGaA to market and develop a range of enhanced laundry products in North
America and this joint venture acquired the Custom Cleaner home dry-cleaning
business. In the first half of 2000, we formed another joint venture company
with Henkel to develop consumer detergent and household cleaning products in
Mexico and this joint venture acquired 80% of Fabrica de Jabon Mariano Salgado,
S.A. de C.V., a manufacturer of consumer detergent and household cleaning
products in Mexico. In the first half of 2000, we also acquired the Plusbelle
hair care brand in Argentina from Revlon, the Coast bar soap brand from Procter
and Gamble and the Zout pretreatment stain remover brand from JC Garet, Inc.
We may make additional acquisitions or substantial investments in complementary
businesses or products in the future. All of the acquisitions and investments
described above entailed, and any future acquisitions or investments would
entail, various risks, including the difficulty of assimilating the operations
and personnel of the acquired businesses or products, the potential disruption
of our ongoing business and, generally, our potential inability to obtain the
desired financial and strategic benefits from the acquisition or investment.
These factors could have a material adverse effect on our financial results. For
example, we have not obtained the desired financial benefits from our
acquisitions of Freeman and Sarah Michaels or from our Dial/Henkel joint
ventures, and this has had a material adverse effect on our financial results.
The risks
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entailed in acquisitions and investments are greater for Dial in light of the
number of acquisitions we have made in the last two years.
Any future acquisitions and investments also could result in substantial cash
expenditures, potentially dilutive issuances of equity securities, the
incurrence of additional debt and contingent liabilities, and amortization
expenses related to goodwill and other intangible assets, which could adversely
affect our financial results and condition
- THE FDA COULD IMPOSE STANDARDS THAT NEGATIVELY IMPACT OUR ABILITY TO MARKET
SOME OF OUR PRODUCTS AS ANTIBACTERIAL.
Since the 1970's, the Food and Drug Administration has regulated antibacterial
soaps and hand washes under a proposed regulation. Although the proposed
regulation has not been finalized, the FDA ultimately could set standards that
result in limiting or even precluding soap manufacturers from using some current
antibacterial ingredients or making antibacterial claims for some product forms,
such as bar soap. Dial, which uses the antibacterial ingredient Triclosan in
Liquid Dial and Triclocarban in Dial bar soap, emphasizes the antibacterial
properties of its soap products in its marketing campaigns and product labeling.
Any final FDA regulation that limits or precludes this type of advertising could
require Dial to develop new marketing campaigns, develop new products or utilize
different antibacterial ingredients in its products, all of which could
materially adversely affect our business.
- OUR INTERNATIONAL EXPANSION EFFORTS MAY PROVE UNSUCCESSFUL.
In 1999, 90% of our sales were generated in U.S. markets. To diversify, we have
pursued a strategy to continue to penetrate international markets to supplement
our domestic revenues. To date some of our international acquisitions and joint
ventures have not yielded the benefits we had anticipated. In implementing an
international expansion strategy, we face barriers to entry and the risk of
competition from local and other companies that already have established global
businesses, risks generally associated with conducting business internationally,
including exposure to currency fluctuations, limitations on foreign investment,
import/export controls, nationalization, unstable governments and legal systems,
and the additional expense and risks inherent in operating in geographically and
culturally diverse locations. Because we have attempted to develop our
international business through acquisitions as well as joint ventures,
co-packaging arrangements and/or other alliances, we also are subject to risks
associated with such arrangements, including those relating to the combining of
different corporate cultures and shared decision making. In addition, since our
current international distribution capabilities are extremely limited, we also
may need to acquire a distribution network or enter into alliances with existing
distributors before we can effectively conduct operations in new markets.
- WE COULD BECOME THE SUBJECT OF ADVERSE PUBLICITY OR PRODUCT RECALLS THAT
NEGATIVELY IMPACTS OUR OPERATIONS.
Adverse publicity regarding our products could impact the sales of our products.
Some news broadcasts by major U.S. television and radio networks have focused on
the use of antibacterial agents to kill germs on various surfaces. Triclosan,
the active ingredient in Liquid Dial, also has
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been a focus of these broadcasts. Although none of the broadcasts disputed that
Triclosan kills germs on the skin, some third party experts did question whether
it provides any additional protection beyond that provided by nonantibacterial
soap products. Although we have test results that we believe prove that
Triclosan provides consumers with additional protection in limiting exposure to
bacteria-related diseases, there can be no assurance that our Triclosan
products, or other products, will not be the subject of adverse publicity in the
future.
From time to time, consumer product companies, including Dial, have had to
recall certain products for various reasons. The costs of recall or other
related liabilities could materially lower our profit margins. Adverse publicity
regarding any product recalls also could materially affect our sales.
We share the use of the Armour trademark for food products with ConAgra Inc.,
the manufacturer of Armour-branded non-canned meat products. Accordingly, we
face the added risk that consumer preferences and perceptions with respect to
any of our Armour products may be influenced by adverse publicity affecting any
of the Armour-branded products of ConAgra, Inc.
- WE MAY INCUR UNEXPECTED EXPENSES DUE TO ENVIRONMENTAL CONCERNS REGARDING A
DETERGENT COMPOUND.
Nonlyphenol ethoxylate is an ingredient used in our liquid and powder detergent
products. Certain environmental and regulatory groups have raised concerns
regarding the toxicity of compounds produced from nonlyphenol ethoxylate as it
decomposes and the adverse impact on the reproductive health of certain aquatic
animals exposed to those compounds. Although to our knowledge none of the
studies undertaken on nonlyphenol ethoxylate has demonstrated a link between the
compound and such effect in the environment or in human beings, there can be no
assurance that subsequent studies will not in fact demonstrate such a link or
demonstrate other adverse environmental consequences. Current government
regulations do not impose any restrictions on the use of nonlyphenol ethoxylate,
or impose any liability on any of the businesses that utilize nonlyphenol
ethoxylate in the products they manufacture. We believe, however, that a number
of governmental agencies in North America and Europe are discussing formal
regulation of nonlyphenol ethoxylate in the environment. We have reformulated
our detergents to eliminate this compound as an ingredient.
- WE MAY INCUR UNEXPECTED EXPENSES DUE TO ENVIRONMENTAL MATTERS.
We are subject to a variety of environmental and health and safety laws in each
jurisdiction in which we operate. These laws and regulations pertain to our
present and past operations. Although we currently do not anticipate that the
costs to comply with environmental laws and regulations will have a material
adverse effect on our capital expenditures, earnings or competitive position,
the emergence of unforeseen claims or liabilities or the imposition of
increasingly stringent laws, regulations and enforcement policies could result
in material, unreserved costs in the future. Since 1980, we have received
notices or requests for information with respect to "Superfund" sites under the
federal Comprehensive Environmental Response, Compensation and Liability Act,
five of which are currently active. As of September 30, 2000,
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we have accrued in our financial statements approximately $1 million in reserves
for expenses related to Superfund sites and the clean-up of closed plant sites.
We believe our reserves are adequate, but these costs are difficult to predict
with certainty.
- LOSS OF KEY MANAGERIAL PERSONNEL COULD NEGATIVELY IMPACT OUR OPERATIONS.
Our operation requires managerial expertise. In the third quarter of 2000, three
of our executive officers resigned: Malcolm Jozoff, our former Chief Executive
Officer, Susan Riley, our former Chief Financial Officer, and Jeffrey Dias, our
former Executive Vice President - Marketing. These executive officers were
replaced by Herbert M. Baum, our new Chief Executive Officer and Conrad A.
Conrad, our new Chief Financial Officer. Of our current key personnel, only the
Chief Executive Officer has an employment contract with us. There can be no
assurance that any of our key employees will remain in our employ. The loss of
key personnel could have a material adverse effect on our operations.
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