UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549-1004
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED September 30, 1999
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COMMISSION FILE NUMBER 0-2413
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MACDERMID, INCORPORATED
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(Exact name of registrant as specified in its charter)
Connecticut 06-0435750
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
245 Freight Street, Waterbury, Connecticut 06702
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (203) 575-5700
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NONE
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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 and 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
---- ----
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.
Class Outstanding at November 1, 1999
-------------------------- -----------------------------
Common Stock, no par value 25,157,299 shares
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MACDERMID, INCORPORATED
INDEX
Page No.
PART I. Financial Information
Item 1. Financial Statements
Consolidated Condensed Balance Sheets -
September 30, 1999 and March 31, 1999 3-4
Consolidated Condensed Statements of Earnings
and Retained Earnings - Six and Three Months
Ended September 30, 1999 and 1998 5
Consolidated Condensed Statements of Cash Flows -
Six Months Ended September 30, 1999 and 1998 6
Notes to Consolidated Condensed Financial Statements 7-12
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 12-19
PART II. Other Information 20-21
Signatures 22
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<TABLE>
PART I. - FINANCIAL INFORMATION
MACDERMID, INCORPORATED
CONSOLIDATED CONDENSED BALANCE SHEETS
(Amounts in Thousands of Dollars Except Share Amounts)
<CAPTION>
September 30, March 31,
1999 1999
------------ ---------
(Unaudited) (Audited)
<S> <C> <C>
ASSETS
Current Assets:
Cash and Cash Equivalents $ 13,316 $ 15,486
Available-for-Sale Securities - 968
Accounts and Notes Receivable
(Net of Allowance for Doubtful
Receivables of $6,550 and $6,411) 128,153 108,619
Inventories
Finished Goods 35,214 29,405
Raw Materials 26,390 26,644
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61,604 56,049
Prepaid Expenses 3,919 3,182
Deferred Income Tax Asset 4,979 5,070
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Total Current Assets 211,971 189,374
Property, Plant and Equipment (Net of Accumulated
Depreciation of $54,372 and $49,966) 64,489 59,239
Goodwill (Net of Accumulated Amortization of
$18,818 and $14,604) (Note 2) 184,374 168,991
Intangibles, including Patents/Trademarks
(Net of Accumulated Amortization of
$8,069 and $6,021) 51,951 53,849
Other Assets 31,487 34,826
-------- --------
Total Assets $544,272 $506,279
======== ========
<FN>
See accompanying notes to consolidated condensed financial statements.
</TABLE>
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<TABLE>
<CAPTION>
September 30, March 31,
1999 1999
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(Unaudited) (Audited)
<S> <C> <C>
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Notes Payable $ 3,211 $ 3,700
Current Installments of Long-Term Obligations 27,538 27,659
Accounts and Dividends Payable 45,193 44,026
Accrued Expenses (Note 2) 51,765 39,169
Income Taxes 13,748 11,572
-------- --------
Total Current Liabilities 141,455 126,126
Long-Term Obligations 230,004 231,009
Accrued Postretirement and Postemployment Benefits 6,292 6,459
Deferred Income Taxes 1,360 581
Minority Interest in Subsidiaries 65 65
Shareholders' Equity
Common Stock Stated Value $1 per Share 39,414 39,413
Additional Paid-In Capital 5,716 5,263
Retained Earnings 176,494 158,315
Comprehensive Income Equity Adjustments: (Note 3)
Cumulative Foreign Currency Translation 1,583 (2,667)
Available-for-Sale Securities Holding Loss - (174)
Less: Cost of 14,267,816 Common Shares
in Treasury (Note 4) (58,111) (58,111)
-------- --------
Total Shareholders' Equity 165,096 142,039
-------- --------
$544,272 $506,279
======== ========
<FN>
See accompanying notes to consolidated condensed financial statements.
</TABLE>
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<TABLE>
MACDERMID, INCORPORATED
CONSOLIDATED CONDENSED STATEMENTS OF EARNINGS AND RETAINED EARNINGS
(Unaudited)
(Amounts in Thousands Except Share and Per Share Amounts)
<CAPTION>
Six Months Ended Three Months Ended
September 30, September 30,
--------------- ------------------
1999 1998 1999 1998
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net Sales $240,668 $166,928 $121,601 $ 85,859
Cost and Expenses:
Cost of Sales 118,786 84,826 60,312 44,654
Selling, Technical and Administrative
Expenses 76,787 49,687 39,412 24,500
Amortization 6,262 2,861 3,200 1,447
Interest Income (1,356) (389) (626) (206)
Interest Expense 10,428 4,665 4,931 2,424
Other (Income) Expense - Net 700 (406) 576 (169)
------- -------- -------- -------
211,607 141,244 107,805 72,650
------- -------- -------- -------
Earnings Before Income Taxes 29,061 25,684 13,796 13,209
Income Taxes 9,876 8,938 4,610 4,556
------- -------- -------- -------
Earnings Available for Common Shareholders 19,185 16,746 9,186 8,653
Retained Earnings, Beginning of
Period 158,315 124,043 167,811 131,633
Cash Dividends Declared (1,006) (1,006) (503) (503)
------- -------- -------- -------
Retained Earnings, End of Period $176,494 $139,783 $176,494 $139,783
======= ======== ======= ========
Net Earnings Per Common Share - (Note 5):
Basic $0.76 $0.67 $0.36 $0.34
===== ===== ===== =====
Diluted $0.75 $0.66 $0.36 $0.34
===== ===== ===== =====
Cash Dividends Per Common Share $0.04 $0.04 $0.02 $0.02
===== ===== ===== =====
Weighted Average Common Shares
Outstanding:
Basic 25,145,559 24,142,902 25,145,773 25,136,723
========== ========== ========== ==========
Diluted 25,429,919 25,445,589 25,429,621 25,415,425
========== ========== ========== ==========
<FN>
See accompanying notes to consolidated condensed financial statements.
</TABLE>
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<TABLE>
MACDERMID, INCORPORATED
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(In Thousands of Dollars)
(Unaudited)
<CAPTION>
Six Months Ended
September 30,
--------------------
1999 1998
---- ----
<S> <C> <C>
Net Cash Flows from Operating Activities $17,494 $14,660
Cash Flows from Investing Activities:
Capital Expenditures (3,363) (2,633)
Proceeds from Disposition of Fixed Assets 439 39
Sale/(Purchase) of Available-for-Sale
Securities 1,147 (12,821)
Acquisitions/Investments of Business(Note 2) (13,251) (17,563)
------- -------
Net Cash Flows Used in Investing Activities (15,028) (32,978)
Cash Flows from Financing Activities:
Short-Term (Repayments)/Borrowings 1,617 (4,267)
Long-Term Borrowings 10,000 42,140
Long-Term Repayments (15,170) (15,815)
Exercise of Stock Options - 162
Purchase of Treasury Shares - (3,140)
Dividends Paid (1,006) (1,006)
-------- -------
Net Cash Flows from Financing Activities (4,559) 18,074
Effect of Exchange Rate Changes on Cash
and Cash Equivalents (77) 78
------- -------
Net Increase/(Decrease) in Cash and
Cash Equivalents (2,170) (166)
Cash and Cash Equivalents at Beginning of Year 15,486 3,549
------- -------
Cash and Cash Equivalents at End of Period $13,316 $ 3,383
======= =======
Cash Paid for Interest $ 9,383 $ 4,358
======= =======
Cash Paid for Income Taxes $ 9,080 $ 5,176
======= =======
<FN>
See accompanying notes to consolidated condensed financial statements.
</FN>
</TABLE>
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MACDERMID, INCORPORATED
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Amounts In Thousands of Dollars)
Note 1. Summary of Significant Accounting Policies
The March 31, 1999 condensed consolidated balance sheet amounts
have been derived from the previously audited consolidated balance
sheets of MacDermid, Incorporated (the Corporation). The balance
of the condensed financial information reflects all adjustments
which are, in the opinion of management, necessary for a fair
presentation of the financial position, results of operations and
cash flows for the interim periods presented and are of a normal
recurring nature unless otherwise disclosed in this report. The
results of operations for the six and three month periods ended
September 30, 1999 and 1998 are not necessarily indicative of
trends or of the results to be expected for the full year. The
statements should be read in conjunction with the notes to the
consolidated financial statements included in the Corporation's
1999 Annual Report.
Note 2. Acquisitions and Investments
On May 3, 1999 a subsidiary of the Corporation increased its
interest in Galvanevet S.P.A. ("Galvanevet") an Italian specialty
chemical company, by an additional 60%, to a total 90% investment.
This transaction included a $7,936 cash payment and a further
approximate $7,000 that is deferred for a year. The Corporation has
an option to purchase the remaining 10% interest within the next
year with a final payment of approximately $2,000 that will bring
the total purchase price to $24,200. The total purchase price
includes inventory, fixed assets and goodwill of approximately
$14,500 which is being amortized over fifteen years, using
purchase accounting. The current year accounts include the assets
and liabilities of Galvanevet in the Condensed Consolidated
Balance Sheet. Operational activity from the foregoing acquisition
was included in the results of operations in the Condensed
Consolidated Statement of Earnings since May 3, 1999.
The Corporation established additional purchase liabilities
(included in accrued expenses) last fiscal year upon recording the
acquisition of W Canning plc. The following table illustrates
activity charged to this account for the six month period ended
September 30, 1999.
<TABLE>
<CAPTION>
Beginning of Year Activity September 30, 1999
----------------- -------- ------------------
<S> <C> <C> <C>
Facilities $4,200 268 $3,932
Redundancies 2,050 1,105 945
Environmental 2,000 - 2,000
</TABLE>
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The reorganization of employees and facilities is proceeding as
planned and as such there were no changes to the original
estimated liability recorded. As of the current reporting period
there were 84 employees terminated of the 112 planned. Five
facilities have been closed with those activities assimilated
elsewhere. Negotiations are ongoing regarding the elimination of
leased facilities and sale of owned facilities, none of which have
occurred at present, however, the expectation remains that the
changes related to this reorganization will be completed prior to
December 31, 1999.
Note 3. Comprehensive Income
The Corporation has adopted the Financial Accounting Standards
Board Statement of Financial Accounting Standard No. 130,
Reporting Comprehensive Income (SFAS130) as of April 1, 1998.
SFAS130 established standards for reporting and display of
comprehensive income and its components in the financial
statements. The Corporation does not provide for U.S. income
taxes on foreign currency translation adjustments since it does
not provide for such taxes on undistributed earnings of foreign
subsidiaries. Tax is provided for at the effective rate of the
jurisdiction under which any other comprehensive income (loss)
arises.
No portion of the accrued income tax liability balance at
September 30, 1999 has been impacted due to recognition of
comprehensive income. The components of comprehensive income for
the six and three month periods ended September 30, 1999 and 1998
are as follows:
<TABLE>
<CAPTION>
Six Months Ended Three Months Ended
September 30, September 30,
1999 1998 1999 1998
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net Earnings $19,185 $16,746 $9,186 $8,653
Other Comprehensive Income:
Cumulative Foreign Currency
Translation Adjustment 4,250 558 1,190 1,190
Available-for-Sale Securities
Unrealized Holding Gain/(Loss)
-net of tax 174 (1,340) 78 (1,340)
------- -------- ------- -------
Comprehensive Income $23,609 $15,964 $10,454 $8,503
------- -------- ------- -------
</TABLE>
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Note 4. Stock Repurchase Authorization
On July 22, 1998 the Board of Directors authorized the Corporation
to purchase up to 1,000 shares of its common stock. On February
17, 1999, the Board of Directors reduced this authorization to 250
shares. At September 30, 1999, there remained authorization to
purchase approximately 234 shares. Such additional shares may be
acquired through privately negotiated transactions or on the open
market from time to time. Any future repurchases by MacDermid
will depend on various factors, including the market price of the
shares, the Corporation's business and financial position and
general economic and market conditions. Additional shares
acquired pursuant to such authorization will be held in the
Corporation's treasury and will be available for the Corporation
to issue for various corporate purposes without further
shareholder action (except as required by applicable law or the
rules of any securities exchange on which the shares are then
listed).
Note 5. Earnings Per Common Share
The Corporation has adopted the Financial Accounting Standards
Board Statement of Financial Accounting Standard No. 128, Earnings
per Share (SFAS128). The computation of basic earnings per share
is based upon the weighted average number of outstanding common
shares. The computation of diluted earnings per share is based
upon the weighted average number of outstanding common shares plus
the effect of all dilutive potential common shares that were
outstanding during the period. Earnings per share is calculated
based upon net earnings available for common shareholders after
deduction for preferred dividends, if any.
Note 6. Contingencies
(a) Environmental
The Corporation has been named as a potentially responsible party
(PRP) by the Environmental Protection Agency in connection with
two waste sites. There are many other companies involved at each
of these sites and the Corporation's participation is minor. The
Corporation has recorded its best estimate of liabilities in
connection with site clean-up based upon the extent of its
involvement, the number of PRPs and estimates of the total costs
of the site clean-up that reflect the results of phase I and II
environmental investigations and remediation estimates produced by
remediation contractors. Though it is difficult to predict the
final costs of site remediation, management believes that the
recorded liabilities are reasonable estimates of probable
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liability and that future cash outlays are unlikely to be material
to its consolidated financial position, results of operations or
cash flows. In respect of the foregoing two sites the Corporation
has reserved $200 as its estimate of liability taking the
foregoing factors into consideration.
The Corporation has established an environmental remediation
reserve with respect to its December 1998 acquisition of W.
Canning, plc. A substantial majority of that reserve is
attributable to two U.S. sites of a W. Canning, plc. U.S.
subsidiary that are believed to require environmental remediation
activities. The reserves established by the Corporation were
based upon phase I and phase II environmental investigations of
those sites and remediation estimates produced by remediation
contractors, which estimates indicated that the reasonable range
of the Corporation's gross liability is $2,000 to $11,500. Based
upon the Corporation's experience and the facts known to it, as of
the date of this filing the Corporation expects that its gross
liability for those two Canning sites will not exceed $4,500. The
Corporation believes that its Canning subsidiary clearly is
entitled under Canning's acquisition agreement relating those
sites to withhold a deferred purchase price payment of
approximately $2,300, which will be applied to reduce its net
liability for those sites. To the extent the Corporation's
liabilities exceed $2,300 it may be entitled to additional
indemnification payments from the previous two largest
shareholders of the prior owner of the two sites. Such recovery
is substantially uncertain, however, and would likely involve
significant litigation expense. As a result, the Corporation has
recorded a net liability of $2,000. The foregoing estimates of
potential gross and net liabilities and recoveries have not been
discounted to reflect the time value of money. The Corporation
expects that the liabilities pertaining to the two Canning sites
will be incurred within the next three years; the Corporation will
recognize the recovery from the purchase price adjustment
contemporaneously with its payment of the underlying expense.
On January 30,1997, the Corporation was served with a subpoena
from a federal grand jury in Connecticut requesting certain
documents. The Corporation was subsequently informed that it is a
subject of the grand jury's investigation. The subpoena requested
information relating to an accidental spill from the Corporation's
Huntingdon Avenue, Waterbury, Connecticut facility that occurred
in November of 1994, together with other information related to
operations and compliance at the Huntingdon Avenue facility. The
Corporation has retained outside law firms to assist in complying
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with the subpoena. The Corporation is cooperating with the
government's investigation. Since this matter is currently in
very early stages, it is impossible to determine what the ultimate
outcome will be and difficult to quantify the extent of an
exposure to liability. As such, no assurance can be given that
the Corporation will not be found to have liability. Accruals in
this regard are determined in accordance with the provisions of
Statement of Financial Accounting Standards No. 5, Accounting for
Contingencies (SFAS5) which requires an accrual to be recorded
when it is both probable a liability has been incurred and the
cost is reasonably estimable.
(b) Legal Proceedings
On July 26, 1999 the Corporation was named in a civil lawsuit
commenced in the Superior Court of the State of Connecticut. The
action was initiated by the Commissioner of Environmental
Protection alleging various compliance violations at the
Corporation's Huntingdon Avenue and Freight Street locations
between the years 1992 through 1998. The complaint contains
allegations of permit violations and violations of procedural,
notification and other requirements of Connecticut's environmental
regulations over the foregoing period of time. The Corporation is
vigorously defending this action. It is currently believed that
the outcome of the proceeding will not materially affect the
Corporation's business or financial position, however, the
proceeding is in the very early stages and therefore difficult to
assess at this time.
(c) Other
The Corporation is a party to a number of lawsuits and claims in
addition to those discussed above arising out of the ordinary
conduct of business. While the ultimate results of the
proceedings against the Corporation cannot be predicted with
certainty, management does not expect that resolution of these
matters will have a material adverse effect upon its consolidated
financial position, results of operations or cash flows. It is
the Corporation's policy to accrue probable liabilities to the
extent that such liabilities can reasonably be estimated.
The Corporation's business operations consist principally of
manufacture and sale of specialty chemicals, supplies and related
equipment to customers throughout much of the world.
Approximately 60% of the business is concentrated with
manufacturers of printed circuit boards which are used in a wide
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variety of end-use applications, including computers,
communications and control equipment, appliances, automobiles and
entertainment products. As is usual for this business, the
Corporation generally does not require collateral or other
security as a condition of sale, choosing, rather, to control
credit risk of trade account financial instruments by credit
approval, balance limitation and monitoring procedures.
Management believes that reserves for losses, which are
established based upon review of account balances and historical
experience, are adequate.
ITEM 2:
Management's Discussion and Analysis of
Financial Condition and Results of Operations
The following discussion compares the results of operations for the three and
six month periods which ended September 30, 1999 to the same periods in 1998
and provides information with respect to changes in financial condition during
the six months then ended.
SALES
Total sales for the current quarter, $121.6 million, increased $35.7 million
or 42% from $85.9 million in the same period last year. Canning added $30.3
million and Galvanevet added $6.7 million, or together more than the entire
increase reported. However, some large equipment sales were recorded in the
comparable quarter last year and proprietary sales, excluding the
acquisitions, increased 6% over the similar period last year. Proprietary
chemical sales as a percent of total sales were 86% for the current quarter as
compared to 83% for the similar period in the prior year.
For the six month period total sales, $240.7 million, increased $73.7 million
or 44%. Proprietary sales were 85% of total sales for the six months as
compared to 83% for the same period last year and increased $65.8 million or
48% primarily from the acquisitions which added $56.7 million from proprietary
sales. The Corporation has witnessed softening markets but has continued to
produce increased sales worldwide although in large part from Canning and
Galvanevet business acquired. Foreign currency translation reduced reported
sales approximately $3.4 million or roughly 1% for the six month period.
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COSTS AND EXPENSES
Gross profits are up 49% for the quarter and 48% for the six months as
compared to the like periods last year. This growth was enhanced by the
continued advancement of proprietary chemical sales. Gross profit as a
percentage of sales is roughly 51% and this is somewhat more favorable over
both the three and six month periods last year for two reasons. First, the
present year has less equipment business for which margins are typically lower
than proprietary business and secondly, the approximately 52% incremental
gross profit percentage from the Canning and Galvanevet acquisitions further
enhanced the present year. Cost awareness initiatives continue to play an
important role towards maintaining the Corporation's gross profits.
Selling, technical and administrative (ST&A) expenses are 61%
increased for the quarter and 55% increased for the six month period as
compared to the similar periods last year. Without the additional operating
expenses from the Canning and Galvanevet businesses the increases over last
year would have been 7% for the quarter and 2% for the six months. The
underlying ST&A increase is principally due to direct selling expenses in
support of business growth and research efforts to establish further market
presence for newer technologies.
ST&A as a percentage of sales for the three and six month periods is
approximately 32% this year as compared to approximately 30% last year. ST&A
as a percentage of sales was higher due to expense for business growth and
product development and also because last year was less than usual since
equipment business in both the three and six month periods increased sales,
last year, without any noticable incremental increase to ST&A.
Total amortization charged to earnings was $6.3 million and $2.9 million
for the six month periods ended September 30, 1999 and 1998, respectively. The
principle effect on this increase is the amortization of goodwill and other
intangibles from the Canning and Galvanevet acquisitions. Operating profits
for the three and six month periods increased 22% and 31%, respectively, over
the corresponding period last year. The increased operating profit results
from increased proprietary sales coupled with a slightly higher increase for
ST&A as the effects of cost synergies relating to the Canning acquisition are
not expected to make a significant impact until the second half of the fiscal
year.
As a result, earnings before interest, taxes, depreciation and amortization
(EBITDA) is $49.3 million for the six months ended September 30, 1999.
PROVISION FOR INCOME TAXES
The Corporation's effective income tax rate approximates 34% and 35% for the
six month periods ended September 30, 1999 and 1998, respectively.
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NET EARNINGS
Net earnings available to common shareholders increased 6% for the quarter and
15% for the six month period as compared to the similar periods last year.
Recent acquisitions were accretive to earnings even as interest expense
increased to approximately twice the level of the similar periods last year on
borrowings to effect those acquisitions.
FINANCIAL CONDITION
Operating activities during the six months ending September 30, 1999 resulted
in a net cash inflow of $17.5 million. The cash generated was primarily used
for capital improvements, dividends to common shareholders, payment to acquire
increased interest in Galvanevet and $3.5 million net debt repayment. Working
Capital at September 30, 1999 was $70.5 million as compared to $63.2 million
at March 31, 1999.
Capital expenditures were $3.4 million for the six months ended September 30,
1999 and are running below the original total planned expenditures of
approximately $15.0 million for the fiscal year.
MacDermid has a long-term credit arrangement which consists of a combined
revolving loan and two six-year term loans. One of the term loans is
denominated in US Dollars and the other is Pound Sterling denominated. The
outstanding balance on the credit facilities decreased a net $3.3 million
during the year. The amounts outstanding on the long-term credit arrangement
at September 30, 1999, consists of $8.2 million for the revolving loan, $176.1
million on the US Dollar term loan and $67.9(Pounds 41.3) million on the Pound
Sterling term loan.
The revolving loan facility permits borrowings of up to $75 million. The
Corporation's other credit facilities presently total approximately $55
million. These, together with the Corporation's cash flows from operations
are adequate to fund working capital and expected capital expenditures.
The Corporation established additional purchase liabilities last fiscal year
upon recording the acquisition of Canning. The reorganization of employees
and facilities is proceeding as planned and as such there were no changes to
the original estimated liability recorded. As of the current reporting period
there were 84 employees terminated of the 112 planned. Negotiations are
ongoing regarding the elimination of leased facilities and sale of owned
facilities, none of which have closed at present, however, the expectation
remains that the reorganization will be completed prior to December 31, 1999.
As such, it is unlikely this reorganization plan would have any material
effects on the future operations or financial condition.
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New Accounting Pronouncements
The Financial Accounting Standards Board (FASB) issued Statement of Financial
Accounting Standard No.133, "Accounting for Derivitive Instruments and Hedging
Activities" (SFAS 133). SFAS 133 replaces existing pronouncements and
practices with a single integrated accounting framework for derivitives and
hedging activities. FASB also issued Statement of Financial Accounting
Standard No. 137, "Accounting for Derivitive Instruments and Hedging
Activities - Deferral of the Effective Date of FASB Statement No. 133" (SFAS
137). SFAS 137 establishes an effective date for SFAS 133 for fiscal years
beginning after June 15, 2000. The Corporation is currently evaluating the
requirements of both SFAS 133 and SFAS 137 and believes that the adoption of
these statements, for its fiscal 2002 financial statements, will not have a
material impact on previously reported information.
Year 2000 Conversion
Introduction. Computer programs which recognize only two digits, rather than
four digits, to define the applicable year will be at risk for possible
miscalculations, classification errors or system failures. This risk is often
referred to as the "Year 2000" issue ("Y2K issue"). The Corporation views the
impact of the Y2K issue as a critical business issue. The Corporation has
implemented a plan for evaluating and minimizing the risks associated with the
Y2K issue and has been addressing these Y2K issues, both on a corporate level
and at each relevant subsidiary, by identifying specific issues and
implementing corrective action in each specific case while instituting a
series of management processes that coordinate and manage this overall process
across business boundaries. The process includes corporate oversight with
periodic reports to our directors. The Corporation's overall approach has
been to subdivide the program into three distinct areas: Information Systems,
Suppliers and Customers, and Manufacturing and Facilities.
Information Systems. All worldwide computer systems have been inventoried.
The Corporation has completed evaluation of its mission critical business
systems throughout the world. The U.S. network systems and personal computer
systems are currently being tested, and on the basis of the testing done to
date, the Corporation has no reason to believe that those systems will not be
Y2K compliant in all material respects. The software package that controls
the U.S. supply chain (purchasing, manufacturing, order processing, billing
and shipping) has been verified by the ITAA*2000 Certification Program to be
presently compliant. The Corporation has received representations from the
suppliers of the U.S. human resource and payroll systems regarding their Y2K
compliance, and its internal personnel are in the process of testing those
representations. The mission critical business systems in use by the
Corporation's principal foreign subsidiaries in England (Canning), Italy
(Galvanevet), and Taiwan (MacDermid Taiwan) have been tested by internal
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personnel, and on the basis of that testing, the Corporation has no reason to
believe those systems will not be Y2K compliant in all material respects. In
the U.S., the Corporation's information systems were taken off line and tested
for compliance. In Europe and Asia, components of each system were
individually tested. The Corporation's corporate information technology
personnel are responsible for monitoring and evaluating the Y2K procedures and
remedial actions taken by its subsidiaries.
The Corporation has developed contingency plans for its business systems in
connection with its ISO 9002 certification. The Corporation's principal
backup is a manual paper system that it believes would allow its inventory,
logistics, billing, manufacturing, scheduling and support systems to function
in all material respects for at least 60 days, if necessary. The Corporation
estimates there would be approximately between 200 to 300 key suppliers and a
similar number of key customers whose transactions with it would have to be
processed manually should that prove necessary. In addition, the Corporation
has contracted in the U.S. with a disaster recovery service to provide
computer systems to it in the case of a local disaster affecting its
facilities.
Suppliers and Customers. The Corporation has identified the material
suppliers to each of its facilities and has contacted each supplier who
supplies more than $10 thousand per year of materials, or who is the only
supplier of a particular material, in order to ascertain the supplier's Y2K
readiness. Approximately 90% of the suppliers contacted have indicated Y2K
compliance, either through individual interviews, in the case of mission
critical suppliers, or through written answers to questionnaires. For any
supplier found not to be Y2K compliant, the Corporation is in the process of
identifying alternate suppliers.
The design of company manufactured equipment that is in operation at customer
locations has been reviewed for date controls. On the basis of that review,
there is no reason to believe that equipment will be adversely affected in any
material respect by the Y2K issue. No major portion of the Corporation's
business is dependent upon a single customer or a few customers, the loss of
which would have a materially adverse effect on its business.
Manufacturing and Facilities. The Corporation's core manufacturing processes
generally are simple, non-automated batch blending operations that are not
materially dependent on computer technology in order to function adequately.
Certain non-material support processes have computer systems that are
presently being evaluated and tested and are expected to be updated in a
timely manner. None of those support systems is expected to be able to cause
a material disruption to the Corporation's business should a Y2K issue arise
that now is unanticipated.
<PAGE>
-17-
All facilities have been reviewed and inventoried for Y2K issues. Some
facilities have systems which use date functions for which upgrades have been
made available through present suppliers. Security, fire, heating, cooling
and related systems, as well as, telephone and voice mail systems at
facilities in the U.S. are believed to be materially compliant. If utility
providers (including electricity and telecommunication suppliers) do not
sufficiently resolve their own Y2K issues, however, there may be a material
adverse effect on the Corporation's operations. The Corporation has no reason
to believe that any utility on which it relies in the U.S., Europe or Asia
will experience a Y2K-related disruption that will have a material adverse
effect on its business.
Reasonably likely worst-case Y2K scenario: The most reasonably likely worst-
case Year 2000 scenario would involve a failure of the Corporation's mission
critical computer systems together with the contemporaneous failure of one or
more of its suppliers. With respect to a Corporation systems failure, the
Corporation would implement its contingency plan as noted above. With respect
to supplier failure, the Corporation is single sourced as to very few
materials. As a result, alternate suppliers are generally available. The
Corporation is conducting ongoing planning and testing in order reduce the
need for, and the incremental cost of, those contingency arrangements.
Costs. The Corporation's costs associated with the Y2K compliance have been
immaterial and have been expensed to the ongoing information systems
operations as incurred. The cost of Y2K remediation continues to be absorbed
within the total costs for the general operation of the information systems
which are expected to continue at the historical levels of approximately $2
million annually. Based on the present assessment of its systems and those of
its suppliers and customers, the Corporation expects that the cost of
addressing the Y2K issues will not have a material adverse impact on its
financial position, results of operations or cash flows during the year ending
March 31, 2000 or thereafter. If, however, the Corporation or its suppliers
and customers are unable to resolve such issues in a timely manner,
the Corporation's financial condition and results of operations could be
adversely affected.
Contingencies
(a) Environmental
The Corporation has been named as a potentially responsible party (PRP) by the
Environmental Protection Agency in connection with two waste sites. There are
many other companies involved at each of these sites and the Corporation's
participation is minor. The Corporation has recorded its best estimate of
liabilities in connection with site clean-up based upon the extent of its
involvement, the number of PRPs and estimates of the total costs of the site
clean-up that reflect the results of phase I and II environmental
<PAGE>
-18-
investigations and remediation estimates produced by remediation contractors.
Though it is difficult to predict the final costs of site remediation,
management believes that the recorded liabilities are reasonable estimates of
probable liability and that future cash outlays are unlikely to be material to
its consolidated financial position, results of operations or cash flows.
The Corporation has established an environmental remediation reserve with
respect to its December 1998 acquisition of W. Canning, plc. A substantial
majority of that reserve is attributable to two U.S. sites of a W. Canning,
plc. U.S. subsidiary that are believed to require environmental remediation
activities. The reserves established by the Corporation were based upon phase
I and phase II environmental investigations of those sites and remediation
estimates produced by remediation contractors, which estimates indicated that
the reasonable range of the Corporation's gross liability is
$2 million to $11.5 million. Based upon the Corporation's experience and the
facts known to it, as of the date of this filing the Corporation expects that
its gross liability for those two Canning sites will not exceed $4.5 million.
The Corporation believes that its Canning subsidiary clearly is entitled under
Canning's acquisition agreement relating those sites to withhold a deferred
purchase price payment of approximately $2.3 million, which will be applied to
reduce its net liability for those sites. To the extent the Corporation's
liabilities exceed $2.3 million it may be entitled to additional
indemnification payments from the previous two largest shareholders of the
prior owner of the two sites. Such recovery is substantially uncertain,
however, and would likely involve significant litigation expense. As a
result, the Corporation has recorded a net liability of $2 million. The
foregoing estimates of potential gross and net liabilities and recoveries have
not been discounted to reflect the time value of money.
The Corporation expects that the liabilities pertaining to the two Canning
sites will be incurred within the next three years; the Corporation will
recognize the recovery from the purchase price adjustment contemporaneously
with its payment of the underlying expense.
On January 30,1997, the Corporation was served with a subpoena from a federal
grand jury in Connecticut requesting certain documents. The Corporation was
subsequently informed that it is a subject of the grand jury's investigation.
The subpoena requested information relating to an accidental spill from the
Corporation's Huntingdon Avenue, Waterbury, Connecticut facility that occurred
in November of 1994, together with other information related to operations and
compliance at the Huntingdon Avenue facility. The Corporation has retained
outside law firms to assist in complying with the subpoena. The Corporation
is cooperating with the government's investigation. Since this matter is
currently in very early stages, it is impossible to determine what the
ultimate outcome will be and difficult to quantify the extent of an exposure
to liability. As such, no assurance can be given that the Corporation will
not be found to have liability.
<PAGE>
-19-
(b) Legal Proceedings / Other
On July 26, 1999 the Corporation was named in a civil lawsuit commenced in the
Superior Court of the State of Connecticut. The action was initiated by the
Commissioner of Environmental Protection alleging various compliance
violations at the Corporation's Huntingdon Avenue and Freight Street locations
between the years 1992 through 1998. The complaint contains allegations of
permit violations and violations of procedural, notification and other
requirements of Connecticut's environmental regulations over the foregoing
period of time. The Corporation is vigorously defending this action. It is
currently believed that the outcome of the proceeding will not materially
affect the Corporation's business or financial position, however, the
proceeding is in the very early stages and therefore difficult to assess at
this time.
The Corporation is a party to a number of lawsuits and claims in addition to
those discussed above arising out of the ordinary conduct of business. While
the ultimate results of the proceedings against the Corporation cannot be
predicted with certainty, management does not expect that resolution of these
matters will have a material adverse effect upon its consolidated financial
position, results of operations or cash flows. It is the Corporation's policy
to accrue probable liabilities to the extent that such liabilities can
reasonably be estimated.
The Corporation's business operations, consist principally of manufacture and
sale of specialty chemicals, supplies and related equipment to customers
throughout much of the world. Approximately 60% of the business is
concentrated with manufacturers of printed circuit boards which are used in a
wide variety of end-use applications, including computers, communications and
control equipment, appliances, automobiles and entertainment products. As is
usual for this business, the Corporation generally does not require collateral
or other security as a condition of sale, choosing, rather, to control credit
risk of trade account financial instruments by credit approval, balance
limitation and monitoring procedures. Management believes that reserves for
losses, which are established based upon review of account balances and
historical experience, are adequate.
Outlook: Issues and Risks
This report and other Corporation reports and statements describe many of the
positive factors affecting the Corporation's future business prospects.
Investors should also be aware of factors which could have a negative impact
on those prospects. These include political, economic or other conditions
such as currency exchange rates, inflation rates, recessionary or expansive
trends, taxes and regulations and laws affecting the business; competitive
products, advertising, promotional and pricing activity; the degree of
acceptance of new product introductions in the marketplace; and the difficulty
of forecasting sales at certain times in certain markets.
<PAGE>
-20-
PART II. OTHER INFORMATION
ITEM 1 : Legal Proceedings
On July 26, 1999 the Corporation was named in a civil lawsuit commenced in the
Superior Court of the State of Connecticut. The action was initiated by the
Commissioner of Environmental Protection alleging various compliance
violations at the Corporation's Huntingdon Avenue and Freight Street locations
between the years 1992 through 1998. The complaint contains allegations of
permit violations and violations of procedural, notification and other
requirements of Connecticut's environmental regulations over the foregoing
period of time. The Corporation is vigorously defending this action.
Management currently believes that the outcome of the proceeding will not
likely have a material adverse affect on the Corporation's business or
financial position. The proceeding is in the very early stages, however, and
therefore difficult to assess at this time.
ITEM 2 : Changes in the Rights of Security Holders
None.
ITEM 4 : Results of Votes of Security Holders
On September 30, 1999 the Corporation held a special shareholders meeting to
obtain approval for the merger agreement, between the Corporation and PTI,
Inc., dated February 18, 1999, as amended on July 27, 1999. Shareholder
approval was obtained as roughly 79% of the total shares outstanding were voted
and approximately 98% of the votes being cast,or 77% of the shares outstanding,
for the approval.
ITEM 5 : Other Information
The Corporation filed an amended Form S-4 effective November 12, 1999. This
filing supersedes the Form S-4 effective previously from August 30, 1999 and
is for the benefit of PTI shareholders who must re-approve the merger as
modified by the third amendment to the merger agreement. A press release was
issued October 29, 1999 to announce the extension of the agreement until
December 15, 1999 and that the share consideration to be paid by the
Corporation has been reduced from 7.7 million to 7.0 million shares. The
Federal Trade Commission and the Corporation continue to discuss the
requirements of certain proposed divestiture that the Corportation expects will
be required prior to obtaining regulatory approval for the merger. The parties
are hopeful of closing the transaction by December 15, 1999. No guarantee can
be given, however, as to if or when that the necessary approval will be
obtained.
<PAGE>
-21-
ITEM 6(a) : Exhibits
6(a).1 The Corporation filed an Amendment to the Restated Certificate of
Incorporation, MacDermid, Incorporated, amended as of December 1, 1997.
Exhibit 19 to the June 30, 1999 Form 10Q quarterly report is incorporated by
reference herein.
6(a).2 On August 12, 1999, the Corporation filed its Form 10-K/A to provide
additional disclosure to certain portions of its annual report to shareholders
attached as exhibit 13. The Form 10-K/A is incorporated by reference herein.
ITEM 6(b) : Reports on Form 8-K
6(b).1 On June 9, 1999, the Corporation filed its Form 8-K/A to disclose the
impact that reconciliation from UK GAAP to US GAAP for pension accounting had
on the historical financial statements and pro forma financial information
previously filed. The Form 8-K/A is incorporated by reference herein.
6(b).2 On September 27, 1999, the Corporation filed its Form 8-K which
announced that a special shareholders' meeting was to be held for the purpose
of approving the merger agreement with PTI and to disclose that a second
amendment to the merger agreement had been agreed to which extended the
closing deadline. The Form 8-K is incorporated by reference herein.
6(b).3 On October 5, 1999, the Corporation filed its Form 8-K/A to announce
that shareholder approval for the merger had been obtained by both the
Corporation and PTI on September 30, 1999 and also included the second
amendment as exhibit 2. The Form 8-K/A is incorporated by reference herein.
6(b).4 On November 2, 1999, the Corporation filed its Form 8-K/A to disclose
that a third amendment to the merger agreement had been agreed to. This third
amendment, included as exhibit 2, further extended the closing deadline to
December 15, 1999 and provided for a reduction of the share consideration to
be paid by the Corporation. The Form 8-K/A is incorporated by reference
herein.
<PAGE>
-22-
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.
MacDermid, Incorporated
(Registrant)
Date: November 15, 1999 /s/ Daniel H. Leever
Daniel H. Leever
Chairman and
Chief Executive Officer
Date: November 15, 1999 /s/ Gregory M. Bolingbroke
Gregory M. Bolingbroke
Corporate Controller
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