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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------------------------------
FORM 10-Q
(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, 1999
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 name 1-8142
ENGELHARD CORPORATION
------------------------------------------------------
(Exact name of Registrant as specified in its charter)
DELAWARE 22-1586002
------------------------------- ----------------------------
(State or other jurisdiction of (IRS Employer Identification
incorporation or organization) Number)
101 WOOD AVENUE, ISELIN, NEW JERSEY 08830
---------------------------------------- -----------------
(Address of principal executive offices) (Zip Code)
(732) 205-5000
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(Registrant's telephone number including area code)
Not Applicable
---------------------------------------------------
(Former name, former address and former fiscal year,
if change 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 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 practicable date.
Class of Common Stock Outstanding at July 31, 1999
- --------------------- -----------------------------
$1 par value 125,901,908
1
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PART I - FINANCIAL INFORMATION
Item 1 - Financial Statements
ENGELHARD CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
(Thousands, except per share data)
(Unaudited)
Three Months Ended Six Months Ended
June 30, June 30,
------------------------ ----------------------
1999 1998 1999 1998
----------- ----------- ---------- ----------
Net sales .................... $1,202,732 $1,074,512 $2,275,966 $2,045,065
Cost of sales ................ 1,030,403 902,723 1,958,483 1,724,321
----------- ----------- ---------- ----------
Gross profit ............ 172,329 171,789 317,483 320,744
Selling, administrative and
other expenses ............. 85,335 86,267 162,930 165,008
----------- ----------- --------- ---------
Operating earnings ...... 86,994 85,522 154,553 155,736
Equity in earnings of
affiliates ................. 4,128 3,068 7,803 7,473
Gain on sale of investments .. 4,660 - 5,680 -
Interest expense, net ........ (14,946) (15,158) (28,865) (27,484)
----------- ----------- --------- ---------
Earnings before income
taxes ................. 80,836 73,432 139,171 135,725
Income tax expense ........... 24,655 22,543 42,447 41,667
----------- ----------- --------- ---------
Net earnings ............ $ 56,181 $ 50,889 $ 96,724 $ 94,058
=========== =========== ========= =========
Basic earnings per share ..... $ 0.42 $ 0.35 $ 0.70 $ 0.65
=========== =========== ========= =========
Diluted earnings per share ... $ 0.41 $ 0.35 $ 0.69 $ 0.65
=========== =========== ========= =========
Cash dividends paid per share $ 0.10 $ 0.10 $ 0.20 $ 0.20
=========== =========== ========= =========
Average number of shares
outstanding - Basic ........ 134,717 144,578 139,075 144,536
=========== =========== ========= =========
Average number of shares
outstanding - Diluted ...... 136,991 146,414 141,167 145,777
=========== =========== ========= =========
Actual number of shares
outstanding ................ 125,835 144,569 125,835 144,569
=========== =========== ========= =========
See the Accompanying Notes to the Unaudited Condensed Consolidated
Financial Statements
2
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ENGELHARD CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(Thousands)
(Unaudited)
June 30, December 31,
1999 1998
---------- ------------
Cash .................................. $ 32,603 $ 22,339
Receivables ........................... 398,309 376,826
Committed metal positions ............. 519,485 541,224
Inventories ........................... 361,655 349,752
Other current assets .................. 86,688 69,826
---------- ------------
Total current assets ............. 1,398,740 1,359,967
Investments ........................... 174,308 156,727
Property, plant and equipment, net .... 858,866 876,461
Intangible assets, net ................ 330,971 326,253
Other noncurrent assets ............... 147,128 146,911
---------- ------------
Total assets ..................... $2,910,013 $2,866,319
========== ============
Short-term borrowings ................. $ 584,769 $ 255,002
Accounts payable ...................... 224,910 227,535
Hedged metal obligations .............. 480,052 552,690
Other current liabilities ............. 260,707 235,218
---------- ------------
Total current liabilities ........ 1,550,438 1,270,445
Long-term debt ........................ 498,072 497,393
Other noncurrent liabilities .......... 194,660 196,924
Shareholders' equity .................. 666,843 901,557
---------- ------------
Total liabilities and
shareholders' equity ........ $2,910,013 $2,866,319
========== ============
See the Accompanying Notes to the Unaudited Condensed Consolidated
Financial Statements
3
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ENGELHARD CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Thousands)
(Unaudited)
Six Months Ended
June 30,
------------------------
1999 1998
---------- ----------
Cash flows from operating activities
Net earnings ........................................ $ 96,724 $ 94,058
Adjustments to reconcile net earnings to net cash
provided by operating activities
Depreciation and depletion ....................... 47,795 39,413
Amortization of intangible assets ................ 6,492 6,475
Gain on sale of investments ...................... (5,680) -
Equity results, net of dividends ................. (5,759) (5,711)
Net change in assets and liabilities
Metal related ............................... 14,998 1,998
All other ................................... (54,500) (45,065)
---------- ----------
Net cash provided by operating activities ........ 100,070 91,168
---------- ----------
Cash flows from investing activities
Capital expenditures, net ........................... (38,998) (59,497)
Proceeds from sale of investments ................... 7,537 -
Investments ......................................... (548) (244,177)
Other ............................................... 151 924
---------- ----------
Net cash used in investing activities ............ (31,858) (302,750)
---------- ----------
Cash flows from financing activities
Increase in short-term borrowings ................... 330,131 141,122
Decrease in hedged metal obligations ................ (71,251) (2,730)
Proceeds from issuance of long-term debt ............ 314 119,855
Purchase of treasury stock .......................... (296,076) (6,903)
Stock bonus and option plan transactions ............ 6,285 6,333
Dividends paid ...................................... (27,206) (28,927)
---------- ----------
Net cash (used in) provided by financing
activities ..................................... (57,803) 228,750
Effect of exchange rate changes on cash ............... (145) (1,600)
---------- ----------
Net change in cash ............................... 10,264 15,568
Cash at beginning of year ........................ 22,339 28,765
---------- ----------
Cash at end of period ............................ $ 32,603 $ 44,333
========== ==========
See the Accompanying Notes to the Unaudited Condensed Consolidated
Financial Statements
4
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ENGELHARD CORPORATION
BUSINESS SEGMENT INFORMATION
(Thousands)
(Unaudited)
Three Months Ended Six Months Ended
June 30, June 30,
----------------------- -----------------------
1999 1998 1999 1998
----------- ----------- ---------- -----------
Net Sales
Environmental Technologies .. $ 151,502 $ 138,851 $ 299,705 $ 275,449
Process Technologies ........ 125,947 128,379 238,800 229,138
Paper Pigments and Additives 60,164 66,198 116,092 123,710
Specialty Pigments and
Additives ................. 94,951 93,040 182,983 177,785
Industrial Commodities
Management ................ 745,549 602,111 1,381,967 1,155,891
----------- ----------- ----------- -----------
Reportable segments ... 1,178,113 1,028,579 2,219,547 1,961,973
All other ................... 24,619 45,933 56,419 $ 83,092
----------- ----------- ----------- -----------
$1,202,732 $1,074,512 $2,275,966 $2,045,065
=========== =========== =========== ===========
Operating Earnings
Environmental Technologies .. $ 29,852 $ 22,169 $ 55,985 $ 45,053
Process Technologies ........ 19,528 18,857 33,953 30,400
Paper Pigments and Additives 9,130 12,340 15,853 18,416
Specialty Pigments and
Additives ................. 17,343 12,292 31,240 25,972
Industrial Commodities
Management ................ 13,306 16,684 20,197 31,060
----------- ----------- ----------- -----------
Reportable segments ... 89,159 82,342 157,228 150,901
All other ................... (2,165) 3,180 (2,675) 4,835
----------- ----------- ----------- -----------
86,994 85,522 154,553 155,736
Equity in earnings of
affiliates ................. 4,128 3,068 7,803 7,473
Gain on sale of investments .. 4,660 - 5,680 -
Interest expense, net ........ (14,946) (15,158) (28,865) (27,484)
----------- ----------- ----------- -----------
Earnings before income
taxes ............... $ 80,836 $ 73,432 $ 139,171 $ 135,725
Income tax expense ........... 24,655 22,543 42,447 41,667
----------- ----------- ----------- -----------
Net earnings .......... $ 56,181 $ 50,889 $ 96,724 $ 94,058
=========== =========== =========== ===========
Note: Certain historical segment data have been reclassified to conform to a
realignment of responsibilities resulting from internal organization changes in
the second quarter of 1999.
See the Accompanying Notes to the Unaudited Condensed Consolidated
Financial Statements
5
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Notes to the Unaudited Condensed Consolidated Financial Statements
- ------------------------------------------------------------------
Note 1 - Basis of Presentation
- ------------------------------
The unaudited condensed consolidated financial statements of Engelhard
Corporation and subsidiaries (the "Company") contain all adjustments, which, in
the opinion of management, are necessary for a fair statement of the results for
the interim periods presented. The financial statement results for interim
periods are not necessarily indicative of financial results for the full year.
These financial statements should be read in conjunction with the consolidated
financial statements and notes thereto included in the Company's 1998 Annual
Report to Shareholders and Form 10-K as amended.
Note 2 - Inventories
- --------------------
Inventories consist of the following (in thousands):
June 30, 1999 December 31, 1998
------------- -----------------
Raw materials ........................... $ 79,199 $ 76,304
Work in process ......................... 59,361 54,933
Finished goods .......................... 194,205 189,653
Precious metals ......................... 28,890 28,862
------------- -----------------
Total inventories ....................... $361,655 $349,752
============= =================
Note 3 - Comprehensive Income
- -----------------------------
Comprehensive income is summarized as follows (in thousands):
Three Months Ended Six Months Ended
June 30, June 30,
------------------- ------------------
1999 1998 1999 1998
-------- -------- -------- --------
Net earnings ........................ $56,181 $50,889 $96,724 $94,058
Other comprehensive income (loss):
Foreign currency translation
adjustment ..................... (12,871) 1,211 (14,630) (19,752)
-------- -------- -------- --------
Comprehensive income ................ $43,310 $52,100 $82,094 $74,306
======== ======== ======== ========
No provision has been made for U.S. or additional foreign taxes on the
undistributed earnings of foreign subsidiaries because such earnings are
expected to be reinvested indefinitely in the subsidiaries' operations.
6
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Note 4 - Earnings Per Share
- ---------------------------
The following table represents the computation of basic and diluted earnings per
share:
Three Months Ended Six Months Ended
June 30, June 30,
(in thousands, except per share data) 1999 1998 1999 1998
- ------------------------------------- -------- -------- -------- --------
Basic EPS Computation
- ---------------------
Net earnings applicable to common
shares $ 56,181 $ 50,889 $ 96,724 $ 94,058
-------- -------- -------- --------
Average number of shares outstanding 134,717 144,578 139,075 144,536
-------- -------- -------- --------
Basic earnings per share $ 0.42 $ 0.35 $ 0.70 $ 0.65
======== ======== ======== ========
Diluted EPS Computation
- -----------------------
Net earnings applicable to common
shares $ 56,181 $ 50,889 $ 96,724 $ 94,058
-------- -------- -------- --------
Average number of shares outstanding 134,717 144,578 139,075 144,536
Effect of dilutive stock options 939 1,836 757 1,241
Effect of Rabbi Trust 1,335 - 1,335 -
-------- -------- -------- --------
Average number of shares outstanding 136,991 146,414 141,167 145,777
-------- -------- -------- --------
Diluted earnings per share $ 0.41 $ 0.35 $ 0.69 $ 0.65
======== ======== ======== ========
Note 5 - Sale of Investments
- ----------------------------
In the second quarter of 1999, the Company sold its metal plating business.
The Company recorded a pre-tax gain of $9.3 million, or $0.07 per share on a
diluted basis, which was recorded in "gain on sale of investments" in the
Company's "Condensed Consolidated Statements of Earnings." Net cash proceeds
received were $12.1 million. In 1998, this business had approximately $84.0
million in annual revenue and was previously reported in the Company's
Engineered Materials business within the "All other" segment.
7
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The Company is currently considering various strategic alternatives to
divest its investment in Engelhard Highland Private Ltd., an India-based
venture. As a result, the carrying value of the investment has been reduced to
its estimated net realizable value of $1.0 million. Accordingly, a pre-tax loss
of $4.6 million or $0.03 per share on a diluted basis was recorded in the second
quarter of 1999 in "gain on sale of investments" in the "Condensed Consolidated
Statements of Earnings."
Note 6 - Deferred Compensation Arrangement ("Rabbi Trust")
- ----------------------------------------------------------
In the second quarter of 1999, Engelhard recognized a pre-tax charge of
$4.2 million, or $0.03 per share on a diluted basis, related to the appreciation
of its common stock held in a Rabbi Trust for deferred compensation. Engelhard's
stock price increased to $22.63 at June 30, 1999 from $19.50 at December 31,
1998. The compensation expense was reported in "selling, administrative and
other expenses" in the "Condensed Consolidated Statements of Earnings." The
total value of the Rabbi Trust at June 30, 1999 was $30.2 million.
Note 7 - Special Charges and Credits
- ------------------------------------
The Company recorded a pre-tax special charge of $5.0 million, or $0.04 per
share on a diluted basis in the second quarter of 1999. This amount was reported
in "selling, administrative and other expenses" in the "Condensed Consolidated
Statements of Earnings." These charges are primarily for employee severance
costs and are related to the restructuring of administrative operations.
Substantially all of the employee severance charges relate to the elimination of
20 management positions. In addition, a total of 31 jobs also were eliminated at
two manufacturing sites. The Company has paid approximately $0.4 million through
June 30, 1999 and expects the remaining payments to be made by June 2000.
The Company's pre-1997 restructuring charges included a $4.9 million
impairment to the carrying value of land at the Salt Lake City facility. The
Company has received offers from independent parties to purchase this land and
is currently negotiating a purchase and sale contract. It also has been
independently appraised to substantiate the value of these offers. In the second
quarter of 1999, the Company restored the carrying value of this land to its
original book value of $4.9 million. As a result, the Company recorded a pre-tax
special credit of $4.9 million or $0.04 per share on a diluted basis in the
second quarter of 1999. This amount was reported in "selling, administrative and
other expenses" in the "Condensed Consolidated Statements of Earnings."
8
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Note 8 - Other Matters
- ----------------------
In 1998, management learned that Engelhard and several other companies
operating in Japan had been victims of a fraudulent scheme involving base-metal
inventory held in third-party warehouses in Japan. The inventory loss was
approximately $40 million in 1997 and $20 million in 1998. The Company is
vigorously pursuing various recovery actions. These actions include negotiations
with the various third parties and, in several instances, the commencement of
litigation. In the first quarter of 1998, Engelhard recorded a receivable from
the insurance carriers and third parties for approximately $20 million. This
amount represents management's and counsel's best estimate of the minimum
probable recovery from the various insurance policies and other parties involved
in the fraudulent scheme.
In February 1999, the Peruvian taxing authority made public an
investigation of the country's gold industry stemming from suspected evasion of
value-added tax payments. Engelhard Peru, S.A., a purchaser and exporter of
gold, has paid the tax to its vendors for each purchase and then claimed a
refund from the Peruvian taxing authority after export. Engelhard typically
would post a one-month letter of credit to obtain a prompt refund. Engelhard's
refund claims for November and December of 1998 and January of 1999 were
approximately $10 million per month. Engelhard has received the refunds for
November and December, but, at the request of the government, the letters of
credit, in the amount of $20 million, have been extended until October 1999
while the industry investigation is continued. The refund for January 1999 is
going through the claim procedure and remains unpaid, and the related January
letter of credit in the amount of $10 million, has also been extended until
October 1999. The January letter of credit becomes effective upon receipt of the
January refund by Engelhard. Management believes, based upon consultation with
counsel, that all appropriate tax payments have been made and that the Company
is entitled to all refunds claimed. However, if the resolution of this matter
differs from management's belief, the maximum financial exposure is
approximately $30 million.
Management's Discussion and Analysis of
Item 2. Financial Condition and Results of Operations
- ------- ---------------------------------------------
Results of Operations
---------------------
Comparison of the Second Quarter of 1999
with the Second Quarter of 1998
- ----------------------------------------
Net earnings increased 10% to $56.2 million in the second quarter of 1999
from $50.9 million in the same period of 1998. Operating earnings for the second
quarter of 1999 increased 2% to $87.0 million from $85.5 million in the same
period of 1998. Three of the Company's five reportable segments recorded
increased operating earnings, led by particularly strong results from the
Environmental Technologies and Specialty Pigments and Additives segments.
9
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The Company's share of earnings from affiliates was $4.1 million for the
second quarter of 1999 compared with $3.1 million for the same period in 1998.
The increase was due primarily to higher equity earnings from Heesung-Engelhard,
an environmental catalyst joint venture, and the elimination of losses from
Acreon Catalyse, a hydrotreating catalyst joint venture that was sold in the
first quarter of 1999.
Lower net interest expense was due primarily to a decline in short-term
interest rates.
Net sales increased 12% to $1.2 billion in the second quarter of 1999 from
$1.1 billion for the same period in 1998. The Environmental Technologies,
Specialty Pigments and Additives, and Industrial Commodities Management segments
reported higher sales, which more than offset lower sales from both the Process
Technologies and Paper Pigments and Additives segments, as well as sales
reported in the "All other" segment.
Environmental Technologies
- --------------------------
Operating earnings increased 35% to $29.9 million in the second quarter of
1999 from $22.2 million in the same period of 1998. Net sales for the second
quarter of 1999 increased 9% to $151.5 million from $138.9 million in the same
period of 1998.
The segment had higher operating earnings primarily due to increased
volumes of emission-control systems sold in North America.
More than 80% of the segment's sales and operating earnings came from
technologies to control emissions from mobile sources, including gasoline- and
diesel-powered passenger cars, sport utility vehicles, trucks, buses and
off-road vehicles. Sales and operating earnings from these technologies
increased 9% and 25%, respectively. Continuing demand for more sophisticated
emission-control technologies drove sales increases in North America. Higher
sales resulted primarily from increased volumes at General Motors. European
volumes were essentially flat versus a strong year-ago quarter.
Process Technologies
- --------------------
Operating earnings increased 4% to $19.5 million in the second quarter of
1999 from $18.9 million in the same period of 1998. Net sales for the second
quarter of 1999 decreased 2% to $125.9 million from $128.4 million in the same
period of 1998.
The segment had higher earnings primarily due to increased earnings from
petroleum catalysts and a modest increase from chemical catalysts.
Operating earnings from petroleum catalysts increased as lower operating
costs and an improved product mix more than offset the impact of an 8% decrease
in sales of cracking catalysts. The sales decrease was due to continuing
weakness in the refining market. The lower operating costs resulted from the
mid-1998 shutdown of a manufacturing facility in The Netherlands, manufacturing
efficiencies and reduced administrative expenses. The plant shutdown reduced
fixed costs by $2.0 million in the second quarter of 1999. The manufacturing
efficiencies accounted for $0.8 million, while the reduced administrative
expenses totaled $1.0 million in the second quarter of 1999.
10
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Operating earnings from chemical catalysts were up slightly due to a
favorable product mix and lower operating costs, partially offset by a sales
decline of 6%.
Paper Pigments and Additives
- ----------------------------
Operating earnings decreased 26% to $9.1 million in the second quarter of
1999 from $12.3 million in the same period of 1998. Net sales for the second
quarter of 1999 decreased 9% to $60.2 million from $66.2 million in the same
period of 1998.
Operating earnings decreased primarily due to continuing weakness in most
regional markets, particularly Japan where sales declined 19%. Sales in Europe
and North America decreased 19% and 10%, respectively from the prior-year second
quarter, while sales in the rest of the Asia-Pacific region (excluding Japan)
increased 16%.
Specialty Pigments and Additives
- --------------------------------
Operating earnings increased 41% to $17.3 million in the second quarter of
1999 from $12.3 million in the same period of 1998. Net sales for the second
quarter of 1999 increased 2% to $95.0 million from $93.0 million in the same
period of 1998.
Sales increases of 10% in pearlescent pigments and 26% in specialty films
increased operating earnings by $1.6 million and $0.7 million, respectively.
These increases were driven by continued Asia-Pacific growth as well as modest
gains in European and North American markets. In addition, operating earnings
increased due to the absence of costs related to inventory reductions in the
prior-year second quarter. These improved results were partially offset by lower
colors volume due to the delayed start-up of a new manufacturing process, lower
attapulgite volumes due to slowness in the agricultural segment and lower
pigment sales prices.
Industrial Commodities Management
- ---------------------------------
Operating earnings decreased 20% to $13.3 million in the second quarter of
1999 from $16.7 million in the same period of 1998. Net sales for the second
quarter of 1999 increased 24% to $745.5 million from $602.1 million in the same
period of 1998.
Sales increased due to higher volumes and prices. Palladium and rhodium
prices were higher than in the year-ago quarter. The operating earnings decrease
was the result of lower volatility in platinum group metals markets during the
quarter as compared with the prior year. However, strong volumes and increased
volatility in platinum group metals improved earnings versus the prior three
quarters.
11
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Comparison of the First Six Months of 1999
with the First Six Months of 1998
- ------------------------------------------
Net earnings increased 3% to $96.7 million in the first six months of 1999
from $94.1 million in the same period of 1998. Operating earnings decreased 1%
to $154.6 million in the first six months of 1999 from $155.7 million in the
same period of 1998. Higher earnings from three segments -- Environmental
Technologies, Process Technologies and Specialty Pigments and Additives -- were
offset by lower operating earnings from the Paper Pigments and Additives and
Industrial Commodities Management segments.
The Company's share of earnings from affiliates increased 4% to $7.8
million for the first six months of 1999 from $7.5 million in the same period of
1998. The increase was due primarily to higher equity earnings from Heesung-
Engelhard, an environmental catalyst joint venture and the elimination of losses
from Acreon Catalyse, a hydrotreating catalyst joint venture sold in the first
quarter of 1999. The increase was offset partially by lower equity earnings from
Engelhard-CLAL, a precious-metal-fabrication joint venture.
Higher net interest expense was due primarily to increased borrowings
related to a major share repurchase (see "Other Matters" section on page 14),
partially offset by a decrease in short-term interest rates.
Net sales increased 11% to $2.3 billion in the first six months of 1999
from $2.0 billion in the same period of 1998. Higher sales were reported in four
of the Company's five reportable segments.
Environmental Technologies
- --------------------------
Operating earnings increased 24% to $56.0 million in the first six months
of 1999 from $45.1 million in the same period of 1998. Net sales increased 9% to
$299.7 million in the first six months of 1999 from $275.4 million in the same
period of 1998.
The segment had higher earnings largely due to increased volumes of
emission-control systems sold in North America and reduced material costs
resulting from supply-chain management initiatives.
More than 80% of the segment's sales and operating earnings came from
technologies to control emissions from mobile sources, including gasoline- and
diesel-powered passenger cars, sport utility vehicles, trucks, buses and
off-road vehicles. Sales and operating earnings from these technologies
increased 10% and 21%, respectively. Continuing demand for more sophisticated
emission-control technologies drove sales increases in North America. Higher
sales were primarily from increased volumes at General Motors. European volumes
were essentially flat versus the prior year.
Process Technologies
- --------------------
Operating earnings increased 12% to $34.0 million in the first six months
of 1999 from $30.4 million in the same period of 1998. Net sales increased 4% to
$238.8 million from $229.1 million in the same period of 1998.
12
<PAGE>
The segment had higher earnings primarily due to increased earnings from
petroleum catalysts and a modest increase in earnings from chemical catalysts.
Excluding the results of the catalyst businesses of Mallinckrodt Inc. acquired
in May 1998, net sales for the segment would have decreased 3%, partially due to
lower demand for petrochemical catalysts, the result of continued weakness in
the chemical industry.
Operating earnings from petroleum catalysts increased as lower operating
costs and an improved product mix more than offset the impact of a 13% decrease
in sales of cracking catalysts. The sales decrease is due to continuing weakness
in the refining market. The lower operating costs resulted from the mid-1998
shutdown of a manufacturing facility in The Netherlands, manufacturing
efficiencies and reduced administrative expenses. The plant shutdown reduced
fixed costs by $4.0 million in the first six months of 1999. The manufacturing
efficiencies accounted for $1.9 million, while the reduced administrative
expenses totaled $2.3 million in the first six months of 1999.
Operating earnings from chemical catalysts were up slightly due to a
favorable product mix and lower operating costs.
Paper Pigments and Additives
- ----------------------------
Operating earnings decreased 14% to $15.9 million in the first six months
of 1999 from $18.4 million in the same period of 1998. Net sales for the first
six months of 1999 decreased 6% to $116.1 million from $123.7 million in the
same period of 1998.
Operating earnings decreased primarily due to a decline in sales resulting
from continuing weakness in most regional markets, particularly Japan where
sales declined 11%. Sales in Europe and North America each decreased 10% from
the prior year, while sales in the rest of the Asia-Pacific region (excluding
Japan) increased 13%.
Specialty Pigments and Additives
- --------------------------------
Operating earnings increased 20% to $31.2 million in the first six months
of 1999 from $26.0 million in the same period of 1998. Net sales for the first
six months of 1999 increased 3% to $183.0 million from $177.8 million in the
same period of 1998.
Sales increases of 8% in pearlescent pigments and 31% in specialty films
increased operating earnings by $3.0 million and $1.4 million, respectively.
These increases were driven by continued Asia-Pacific growth and European and
North American sales increases. In addition, operating earnings increased due to
the absence of costs related to inventory reductions in the prior year. These
improved results were offset partially by lower colors volume due to the delayed
start-up of a new manufacturing process and lower pigment sales prices.
Industrial Commodities Management
- ---------------------------------
Operating earnings decreased 35% to $20.2 million in the first six months
of 1999 from $31.1 million in the same period of 1998. Net sales for the first
six months of 1999 increased 20% to $1.4 billion from $1.2 billion in the same
period of 1998.
13
<PAGE>
The sales increase resulted from higher volumes as well as higher palladium
and rhodium prices compared with the prior year. The operating earnings decrease
resulted from significantly lower volatility in platinum group metals markets
during the first six months of 1999 compared with the prior year.
Financial Condition and Liquidity
---------------------------------
At June 30, 1999, the Company's current ratio was 0.9, compared to 1.1 at
December 31, 1998. The Company's total-debt-to-total-capital ratio increased to
62% at June 30, 1999 from 45% at December 31, 1998, due to increased short-term
borrowings to fund a major share repurchase.
Cash flows from investing activities were impacted by the acquisition of
the chemical catalysts businesses of Mallinckrodt Inc. for approximately $210
million in May 1998. Capital expenditures in 1999 are expected to be similar
to 1998.
Cash flows from financing activities were impacted by increased short-term
borrowings to fund a major share repurchase in May 1999, and the issuance of
$120 million of 30-year bonds in June 1998 to reduce short-term debt related to
the acquisition of the chemical catalyst businesses of Mallinckrodt Inc.
In July 1998, the Company filed a shelf registration for $300 million. The
net proceeds from offerings under the shelf registration are expected to be used
to retire short-term debt and for general corporate purposes. Depending on
market conditions, the Company anticipates issuing up to $150 million of bonds
under the shelf registration by year-end 1999.
The nature of the Industrial Commodities Management segment can result in
significant fluctuations in cash flow. Management believes the Company will
continue to have adequate access to credit and other capital markets to meet its
needs for the foreseeable future.
Other Matters
-------------
Significant Shareholder Announcement
- ------------------------------------
In the fourth quarter of 1998, Minorco announced that it was merging with
Anglo American Corporation of South Africa Limited and that it would sell all
the shares of common stock of Engelhard owned by Minorco and its affiliates
(approximately 46 million shares) as a prerequisite of its merger.
In May 1999, Engelhard purchased approximately 18 million of its shares
owned by Minorco for $18.72 per share. The 18 million shares represented
approximately 13% of Engelhard's total shares outstanding. The remainder of
Minorco's stake (28 million shares) was sold in a secondary public offering.
Minorco also compensated Engelhard for costs and other expenses related to the
secondary offering and the purchase of the shares.
Engelhard financed the purchase with short-term debt and intends to take
steps to reduce its total debt going forward. Engelhard does not believe the
financing of the purchase will have any material impact on its liquidity.
Engelhard is reviewing its portfolio to identify non-core assets and businesses
for potential sale and is exploring ways to further reduce operating expenses.
14
<PAGE>
Year 2000 Update
- ----------------
The ability of computers, software or any equipment utilizing microprocessors to
properly recognize and process data at the turn of the century is commonly
referred to as a Y2K compliance issue. To address this issue, Engelhard has
developed a worldwide Y2K readiness plan that is divided into phases. The phases
are as follows:
o Inventory - understanding what applications are in the portfolio.
o Assessment - determining what, if any, Y2K shortcomings each application
has.
o Remediation - fixing or replacing each application to make it Y2K
compliant.
o Testing - conducting thorough Y2K scenarios to ensure that the fixing of
each application is complete.
The entire company has completed the inventory and assessment stages. Our
major Company-wide applications -- such as order processing, financials, metals
trading, human resources and payroll -- are complete, including testing.
Engelhard has approached its Y2K compliance issue by categorizing its
dependencies into two sections: Internal systems and External systems of
suppliers and customers. Generally, internal systems identified as non-Y2K
compliant have been, or will be, replaced or modified by reprogramming,
upgrading or other means. Many of the internal non-compliant systems were
targeted for replacement for reasons other than Y2K issues as the benefits of
newer technology already had created an economic business case for action. The
cost of these replacement solutions have been, or will be, capitalized as
permitted by applicable accounting standards, whereas the cost of modification
solutions have been or will generally be expensed as repairs. External systems
will be monitored with the cooperation of our suppliers and customers.
Internal IT systems - includes internal applications software such as finance,
manufacturing and logistics. All internal IT systems have been inventoried and
assessed for Y2K compliance.
An estimate of completion for individual business unit systems is as follows:
Approximate Percentage Completion of Key Applications
Actual Plan
------ ----
6/99 9/99
---- ----
Environmental Technologies 95% 100%
Process Technologies 100 100
Paper Pigments and Additives 100 100
Specialty Pigments and Additives 100 100
Industrial Commodities Management 100 100
All other 100 100
15
<PAGE>
The projects that are either complete or underway have been primarily
planned and staffed internally. The only major project that used external help
in assessment, remediation and testing was our corporate order-processing
system (CSS), for which we engaged MCI Systemhouse. This is now complete.
A core team in corporate headquarters, including a representative from internal
audit, has been given the responsibility to assess Y2K project progress during
remediation. They also conduct reviews at the end of each major project to
validate Y2K concurrence, according to a pre-determined checklist.
There has been little in the way of deferral of projects due to Y2K efforts. In
fact, the two major Company-wide system implementations (PeopleSoft for Human
Resources and Oracle for Accounts Receivable) were Y2K compliance driven. Both
are now complete.
There have been no Y2K problems to date. In particular, orders that have
been placed with Y2K delivery have experienced no problem.
Internal Non-IT systems - includes embedded chip technology such as
programmable logic controllers and related hardware/software; and personal
computers and related software. Engelhard's programmable logic controllers and
related hardware/software have been inventoried and assessed for Y2K compliance.
All non-compliant equipment software has been replaced or upgraded. Engelhard
believes all of its "critical" personal computers and related software are Y2K
compliant. All of Engelhard's other personal computers and related software are
in the process of being remediated and tested. Engelhard has replaced and/or
upgraded any significant non-compliant hardware/software.
External systems - includes systems of customers and suppliers. Engelhard
is in the process of understanding its vulnerability to the Y2K issues of its
customers and suppliers. Engelhard has identified and contacted third parties
who would have a significant negative impact on operations if not Y2K compliant.
Engelhard has assessed the status of these third parties and has developed
requisite action plans where necessary. There can be no assurance that the Y2K
compliance issues of these customers and suppliers will not have a material
adverse affect on operating results or cash flows of the Company.
Engelhard's assessment of its suppliers regarding their Y2K readiness,
including both domestic and international, includes comprehensive surveys of all
vendors and individual assessments of key ones. The surveys are complete and
revealed no major problems. The individual assessments are ongoing through 1999
and will include face-to-face reviews if appropriate. Engelhard has responded to
customer inquiries with a standard written response that gives assurance that
appropriate steps are being taken toward Y2K compliance before January 1, 2000.
The estimated total cost of implementing Y2K solutions is approximately
$11.5 million. The total amount spent includes $10.6 million through December
31, 1998, an additional $0.3 million in the first quarter of 1999, and an
additional $0.1 million in the second quarter of 1999. With regard to the $11.0
million spent to date, approximately $6.5 million has been expensed and $4.5
million capitalized in accordance with applicable accounting standards. The
remaining Y2K expenditures are estimated to be incurred by the end of 1999.
16
<PAGE>
Dates targeted for completion of any necessary Y2K modifications are based
on management's best estimates. These estimates were based on numerous
assumptions of future events, including continued availability of certain
resources, third-party modification plans and other factors. However, there can
be no assurance that these estimates will be achieved and actual results could
differ materially from those plans. Specific factors that might cause such
material differences include, but are not limited to, the availability of
personnel trained in this area, the ability to locate and correct all relevant
computer codes and similar uncertainties.
Failure to correct a material Y2K compliance problem could result in an
interruption in, or a failure of, certain normal business activities or
operations. Such failures could have a material adverse impact on Engelhard's
operations. Engelhard believes that, with the implementation of new business
systems and completion of the Y2K project as scheduled, the possibility of
significant interruptions of normal operations is reduced.
While management believes Engelhard does not have significant exposure with
respect to major systems, contingency planning is being assessed. To that end,
each business has identified the key systems that require development of a
contingency plan. Going forward, the milestones through 1999 are:
Establish business/site teams to develop plans and
procedures to address identified critical components Done
Develop contingency plans Done
Publish recommendations relative to year-end 1999 activities Done
Test contingency plans where possible 8/31
Forward-looking Statements
--------------------------
This document contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. These statements relate to
analyses and other information which are based on forecasts of future results
and estimates of amounts not yet determinable. These statements also relate to
the future prospects, developments and business strategies of Engelhard. These
forward-looking statements are identified by their use of terms and phrases such
as "anticipate," "believe," "could," "estimate," "expect," "intend," "may,"
"plan," "predict," "project," "will" and similar terms and phrases, including
references to assumptions. These forward-looking statements involve risks and
uncertainties that may cause Engelhard's actual future activities and results of
operations to be materially different from those suggested or described in this
document. These risks include: competitive pricing or product development
activities; Engelhard's ability to achieve and execute internal business plans;
global economic trends; worldwide political instability and economic growth;
markets, alliances and geographic expansions developing differently than
anticipated; fluctuations in the supply and prices of precious and base metals;
government legislation and/or regulation (particularly on environmental issues);
technology, manufacturing and legal issues; the impact of "Year 2000"; and the
impact of any economic downturns and inflation, including the recent weaknesses
in the currency, banking and equity markets of countries in the Asia/Pacific
region. Investors are cautioned not to place undue reliance upon these
forward-looking statements, which speak only as of their dates. Engelhard
disclaims any obligation to update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise.
17
<PAGE>
PART II - OTHER INFORMATION
---------------------------
Item 6. Exhibits and Reports on Form 8-K Pages
- ------- -------------------------------- -----
(a)(12) Computation of the Ratio of Earnings to Fixed Charges. 20-21
(b) There were no reports on Form 8-K filed during the quarter
ended June 30, 1999.
18
<PAGE>
SIGNATURES
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.
ENGELHARD CORPORATION
-----------------------------
(Registrant)
Date August 5, 1999 /s/ Orin R. Smith
--------------------- -----------------------------
Orin R. Smith
Chairman and Chief
Executive Officer
Date August 5, 1999 /s/ Thomas P. Fitzpatrick
--------------------- -----------------------------
Thomas P. Fitzpatrick
Senior Vice President and
Chief Financial Officer
Date August 5, 1999 /s/ Michael A. Sperduto
---------------------- -----------------------------
Michael A. Sperduto
Controller
19
<PAGE>
EXHIBIT 12
COMPUTATION OF THE RATIO OF EARNINGS TO FIXED CHARGES
-----------------------------------------------------
20
<PAGE>
<TABLE>
<CAPTION>
ENGELHARD CORPORATION
COMPUTATION OF THE RATIO OF EARNINGS TO FIXED CHARGES
(Dollars in Thousands)
(Unaudited)
Six Months Ended
June 30, Years Ended December 31,
---------------- --------------------------------------------------------------
1999 1998 1997 1996 1995 1994
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Earnings from continuing operations
before provision for income taxes $139,171 $260,563 $ 85,812 $209,955 $185,312 $157,306
Add/(deduct)
Portion of rents representative
of the interest factor 1,750 3,500 3,000 3,900 4,700 4,800
Interest on indebtedness 28,865 58,887 52,776 45,009 31,326 21,954
Equity dividends 2,044 2,022 3,803 2,515 3,411 3,800
Equity in (earnings) losses
of affiliates (7,803) (10,077) 47,833 5,008 (695) (632)
--------- --------- -------- -------- --------- ---------
Earnings, as adjusted $164,028 $314,895 $193,224 $266,387 $224,054 $187,228
========= ========= ======== ======== ========= =========
Fixed Charges
Portion of rents representative
of the interest factor $1,750 $ 3,500 $3,000 $3,900 $4,700 $4,800
Interest on indebtedness 28,865 58,887 52,776 45,009 31,326 21,954
Capitalized interest 930 1,897 651 875 784 528
------- --------- ------- ------- ------- --------
Fixed charges $31,545 $ 64,284 $56,427 $49,784 $36,810 $27,282
======= ========= ======= ======= ======= ========
Ratio of Earnings to Fixed Charges 5.20 4.90 3.42 (a) 5.35 6.09 6.86
======= ========= ======= ======= ======= ========
(a) Earnings in 1997 were negatively impacted by special and other charges of $149.6 million for a variety of events.
Without such charges the ratio of earnings to fixed charges would have been 5.28.
</TABLE>
21
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> JUN-30-1999
<CASH> 32,603
<SECURITIES> 0
<RECEIVABLES> 398,309
<ALLOWANCES> 0
<INVENTORY> 361,655
<CURRENT-ASSETS> 1,398,740
<PP&E> 1,665,897
<DEPRECIATION> 807,031
<TOTAL-ASSETS> 2,910,013
<CURRENT-LIABILITIES> 1,550,438
<BONDS> 498,072
0
0
<COMMON> 147,295
<OTHER-SE> 519,548
<TOTAL-LIABILITY-AND-EQUITY> 2,910,013
<SALES> 1,202,732
<TOTAL-REVENUES> 1,202,732
<CGS> 1,030,403
<TOTAL-COSTS> 1,030,403
<OTHER-EXPENSES> 85,335
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 14,946
<INCOME-PRETAX> 80,836
<INCOME-TAX> 24,655
<INCOME-CONTINUING> 56,181
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 56,181
<EPS-BASIC> 0.42
<EPS-DILUTED> 0.41
</TABLE>
