UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C., 20549-1004
Form 10-K/A
Amendment No. 1
(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended March 31, 1999.
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED].
For the transition period from to
Commission file number 0-2413
MACDERMID, INCORPORATED
(Exact name of Registrant as specified in its Charter)
Connecticut 06-0435750
(State of incorporation) (I.R.S. Employer I.D. No.)
245 Freight Street, Waterbury, Connecticut 06702-0671
(Address of principal executive offices)
Registrant's Telephone Number, including Area Code (203) 575-5700
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act:
Title of Class - Common Stock Without Par Value
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K. ( )
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that
the Registrant was required to file such reports), and (2) has been subject
to the filing requirements for the past 90 days. Yes (X) No ( )
<PAGE>
The aggregate market value of the voting stock held by nonaffiliates of
the Registrant as of May 31, 1999 (based on the closing price on such date
as reported on New York Stock Exchange) was $1,004,242,000.
The number of shares of Registrant's Common Stock outstanding as of May
31, 1999 was 25,145,343 shares.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Corporation's 1999 Annual Report to Shareholders are
incorporated by reference into Parts I and II hereof and filed as Exhibit
13 to this Report. The Proxy Statement mailed on or about June 21, 1999 to
the Corporation's stockholders in connection with the annual meeting
scheduled for July 21, 1999 are incorporated herein by reference into Part
III hereof.
<PAGE>
PART I
Item 1(a) GENERAL DEVELOPMENT OF BUSINESS
Incorporated in Connecticut in 1922, MacDermid, Incorporated and its
subsidiaries (collectively, "MacDermid" or the "Corporation") develops,
produces and markets a broad line of specialty chemical products which
are used in the metal and plastic finishing, electronics, graphic arts
and offshore lubricants industries. MacDermid offers a line of
horizontal processing equipment used in conjunction with certain of the
Corporation's chemical products. This equipment is used primarily in
the production of printed circuit boards and in chemical machining.
In December 1995, MacDermid acquired the assets, subject to certain
liabilities of the Electronics and Printing Division of Hercules
Incorporated. The acquired business consists principally of the
manufacture and sale of proprietary products including photoresists,
used to imprint electrical patterns on circuit boards, and photopolymer
printing, which reproduces quality graphics on package printing and
in-store displays. The acquisition, accounted for as a purchase
transaction, was financed, at closing, through bank borrowings and the
issuance of preferred stock. On May 28, 1997 all the preferred stock was
redeemed by utilizing a portion of a revolving credit facility. In
December 1998, MacDermid acquired 95% of the outstanding share capital of W
Canning plc and in February 1999, the remaining shares were acquired, by the
Corporation, through a statutory compulsory procedure. The acquired business
consists principally of the manufacture and sale of proprietary products
including metal and plastic finishing for automotive and other consumer
surface finishing industries, offshore fluids for oil drilling and
exploration, as well as, sealants, adhesives and fuel and water additives.
The Corporation's original listing application to the New York Stock Exchange
was accepted on February 26, 1998 and since that date its common shares have
traded on the N.Y.S.E. Prior to that, and since 1966, the Corporation's
common shares had traded on the NASDAQ stock market.
In previous fiscal years the Corporation's Board of Directors authorized
separate three-for-one stock splits. On February 6, 1998, there was an
authorization for which shares were distributed on April 1, 1998 to
common shareholders of record at the close of business on March 16, 1998.
On October 21, 1996, there was an authorization for which shares were
distributed on November 15, 1996 to common shareholders of record at the
close of business on November 1, 1996.
For a description of the Corporation's business, see Item 1(c) on the
following page.
<PAGE>
Item 1(b) FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENTS
MacDermid operates one industry segment which is the development,
manufacture and sale of specialty chemicals used in finishing metals and
non metallic surfaces, printing, offshore drilling lubricants and in the
marketing of supplies and equipment related to the use of these chemicals.
Item 1(c) of this Report provides information concerning MacDermid's
classes of products and Item 1(d) of this report includes financial
information concerning operations by geographic area and on a consolidated
basis. Additional information with respect to the business is shown
in the notes to Consolidated Financial Statements portion of the
Corporation's 1999 Annual Report to Shareholders, included as Exhibit 13
to this Form 10-K, and is incorporated by reference.
Item 1(c) NARRATIVE DESCRIPTION OF BUSINESS
(i) MacDermid produces and markets over 5,000 proprietary chemical
compounds. The proprietary chemical compounds are used for the following
purposes: cleaning, activating and polishing, mechanical plating, mechanical
galvanizing, electro-plating and phosphatizing metal surfaces, stripping of
metal and final coating of metal surfaces, filtering, anti-tarnishing and
rust retarding and etching, imaging, deposition of metal and other chemical
processes. Research in connection with proprietary products is conducted
principally in the United States, with additional research facilities in Great
Britain and Japan.
In North America, the Corporation markets its entire line of products in the
United States through more than 140 sales and service personnel employed by it
and, in certain areas of the United States, through distributors and
manufacturing representatives. The Corporation maintains chemical inventories
at more than 25 distribution points throughout the United States which
typically are leased or rented. In Vermont a wholly owned subsidiary
manufactures and markets equipment in conjunction with the proprietary
chemical business. In Canada the Corporation both manufactures and markets
certain of its products through MacDermid Chemicals, Inc.
In Europe, the Corporation markets its proprietary products through wholly
owned subsidiaries. European sales are made from inventory stock through more
than 300 sales and service representatives who are employed by the
Corporation's subsidiaries located in France, Germany, Great Britain, Italy,
Holland, Spain, Sweden and Switzerland. MacDermid owns and operates
subsidiary manufacturing facilities in Spain, Great Britain, Germany and
France. In Germany a wholly owned subsidiary manufactures and markets
equipment in conjunction with the proprietary chemical business.
<PAGE>
In the Asia/Pacific area, the Corporation markets its proprietary products
through wholly owned subsidiaries in Australia, China/Hong Kong, Japan, Korea,
New Zealand, Singapore, and Taiwan, and sales are made through more than 50
sales and service representatives who are employed by local subsidiaries. In
addition, sales are made in India, Malaysia, The Philippines and Thailand
directly or through distributors. MacDermid owns and operates subsidiary
manufacturing facilities in Taiwan, Australia and New Zealand. In Taiwan a
wholly owned subsidiary manufactures and markets equipment in conjunction
with the proprietary chemical business.
In other foreign markets certain of the Corporation's proprietary chemicals
are manufactured and sold and, as well, in certain countries in South America,
Europe and Asia, the Corporation's products are sold through distributors or
manufactured and sold through licensees.
Chemicals, supplies and equipment manufactured by others and resold by
MacDermid consist of basic chemicals, automatic plating conveyors, barrel
plating and pollution control equipment, rectifiers, pumps and filters.
Resale items are marketed in conjunction with and as an aid to the sale of
proprietary chemicals.
MacDermid's principal products fall into the three following classes:
(A) Chemical compounds produced by MacDermid, most of which are the result
of the Corporation's own research and development and, therefore, are referred
to as proprietary products;
(B) Equipment in support of the chemical business of which approximately
68% is manufactured by the Corporation: and
(C) Resale chemicals and supplies.
The following table sets forth the classes of MacDermid's products and the
respective percentage of total consolidated revenue for each of the last three
fiscal years:
Class of Products 1999 1998 1997
Proprietary Chemicals 84% 88% 88%
Equipment 9% 7% 6%
Resale Chemicals
and Supplies 7% 5% 6%
(ii) MacDermid uses in excess of 900 chemicals as raw materials in
the manufacture of its proprietary products. With few exceptions, several
domestic sources of supply are available for all such raw materials and for
resale chemicals, supplies and equipment. During fiscal 1999, there were no
significant difficulties in obtaining raw materials essential to its business.
<PAGE>
(iii) During fiscal 1999, approximately 20% of MacDermid's proprietary
sales were derived from products covered by patents owned by the Corporation
or produced under patent license agreements. MacDermid owns more than 70
unexpired U.S. Patents, for which corresponding patents have been obtained or
are pending in most industrialized nations, and has more than 20 patent
applications pending in the U.S. The patents owned by the Corporation are
important to its business and have varying remaining lives. During fiscal
1998, MacDermid announced its commercialization of a new process technology,
ViaTek which can be considered an important addition to the Corporation's
business. Although certain of the Corporation's patents are increasingly more
important to its business, the Corporation believes that its ability to
provide technical and testing services to its customers and to meet the rapid
delivery requirements of its customers is equally, if not more, important. In
addition, MacDermid has many proprietary products which are not covered by
patents and which make a large contribution to its total sales. Further, the
Corporation owns a number of domestic and foreign trade names and trademarks
which it considers to be of value in identifying MacDermid and its products.
MacDermid neither holds nor has granted any franchises or concessions.
(iv) No material portion of MacDermid's business is seasonal.
(v) It is necessary to maintain finished goods inventory at locations
throughout the United States and in the foreign countries in which the
Corporation operates so that it may meet the rapid delivery requirements of
its customers. This impacts working capital requirements by requiring a
considerable investment in inventories to service its customers. Customer
payment terms, which vary by country, are generally in accord with local
industry practice.
(vi) No major portion of MacDermid's business is dependent upon a single
customer or a few customers, the loss of whom would have a materially adverse
effect on its business.
(vii) Since products are taken from inventory stock to ship against current
orders, there is essentially no backlog of orders for MacDermid's proprietary
chemical products. MacDermid does not consider the absence of a backlog to be
significant.
(viii) No material portion of MacDermid's business is subject to
renegotiation of profits or termination of contracts or subcontracts at the
election of the Government.
<PAGE>
(ix) The Corporation provides a broad line of proprietary chemical
compounds and supporting services. MacDermid has many competitors, estimated
to be in excess of 100 in some proprietary product areas. Some large
competitors operate globally, as does MacDermid, but most operate locally or
regionally. To the best of the Corporation's knowledge no single competitor
competes with all its proprietary products. MacDermid maintains extensive
supporting technical and testing services for its customers, and is
continuously developing new products. Management believes that the
Corporation's combined abilities to manufacture, sell, service and develop new
products and applications enables it to compete successfully both locally and
world-wide.
(x) MacDermid spent approximately $12,523,000, $12,028,000 and
$10,850,000 during fiscal years 1999, 1998 and 1997, respectively, on research
and development activities. Substantially all research and development
activities were sponsored by the Corporation, the greater percentage of which
elated to the development of new products.
(xi) For many years, MacDermid has developed proprietary products designed
to reduce the discharge of pollutant materials into the environment and
eliminate the use of certain targeted raw materials while enhancing the
efficiency of customer chemical processes. For this reason, efforts to comply
with Federal, State and local provisions, which have been enacted or adopted
regulating the discharge of materials into the environment, may have had a
positive effect upon the Corporation's competitive position. Capital
expenditures of an estimated $1 million has been spent for environmental control
facilities annually. Though difficult to predict, future spending for this
purpose is likely to average roughly 10% of the capital budget.
(xii) MacDermid employed 1,877 and 1,179 full time, regular employees as of
March 31, 1999 and 1998, respectively.
Item 1(d) FOREIGN AND DOMESTIC OPERATIONS
MacDermid's 1999 Annual Report to Shareholders, included as Exhibit 13 to this
Form 10-K and incorporated by reference, provides information with respect to
geographic areas including operating information and the effect upon
shareholders' equity of the translation of foreign currency
financial statements.
<PAGE>
Item 2 PROPERTIES
In the United States, MacDermid owns the following properties:
In Waterbury, Connecticut, a 51,700 square foot building, principally used for
executive offices, marketing and corporate support, and a 62,000 square foot
research and customer service facility, both of which are located on a 5.8
acre tract. In addition, a 180,000 square foot wood brick and concrete
building complex is principally used for manufacturing and warehousing but also
includes some offices and laboratories. The complex is located on a 7.2 acre
tract. Directly across a street from this property, a 31 acre tract of land is
held for possible future development.
In Middletown, Delaware, a concrete and steel building of 85,520 square feet
consisting of factory, laboratory, warehouse and office facilities located on
a 10.97 acre tract.
In Wilmington, Delaware, a concrete and steel building of 26,000 square feet
used principally as a technical and administrative services center located on a
3.8 acre tract. Also on this site is an 18,000 square foot concrete and steel
building which is used for research activities and may also be used for
manufacturing expansion should the need arise.
In Ferndale, Michigan, a steel frame and steel sided building of 75,000 square
feet consisting principally of factory, warehouse and office facilities,
located on a 6.25 acre tract.
In New Hudson, Michigan, a steel and brick single story building of 15,000
square feet consisting of research laboratories and offices located on a 7
acre tract.
In Waukeegan, Illinois, a masonry building of 25,000 square feet consisting of
factory, laboratory, warehouse and office facilities located on a 1 acre
tract. In, addition, there are two adjacent tracts of land totaling 1.3 acres
which are being held for sale or lease but which could be used for
manufacturing should the need arise.
The Corporation also owns property in Vernon, Connecticut, which is being held
for sale or lease but which could be used for manufacturing should the need
arise.
Outside the United States, the Corporation owns additional properties as
follows:
At Barcelona, Spain, a steel and brick building of 31,000 square feet of
factory, warehouse, laboratory and office space.
At Telford, England, two brick, concrete and steel buildings, connected by a
walkway, containing a total of 43,000 square feet of manufacturing, warehouse,
laboratory and office space.
<PAGE>
At Birmingham, England, two brick, concrete and steel buildings, connected by
a walkway, containing a total of 110,000 square feet of manufacturing,
warehouse, laboratory and office space and at a separate location nearby a
brick, concrete and steel building of 120,000 square feet of manufacturing and
warehouse space.
At Sheffield, England, a steel and concrete building of 4,500 square feet of
warehouse and laboratory space.
At Wigan, England, a brick, concrete and steel building of 65,000 square feet
of manufacturing, warehouse and office space.
At Villemeux, France, a steel and concrete building of 50,000 square feet of
manufacturing, warehouse and office space.
At Eure, France, a steel and concrete building of 41,000 square feet of
manufacturing, warehouse, laboratory and office space.
At Dusseldorf, Germany, a steel and concrete building of 17,000 square feet
for manufacturing.
At Zulpich, Germany, a steel and concrete building of 12,000 square feet of
manufacturing and office space.
At Hsin Chu, Taiwan, Republic of China, two buildings of reinforced concrete
totaling 30,000 square feet, located on a 1.8 acre tract, used for factory,
warehouse and offices.
At Hong Kong, 30,000 square feet office, labs and warehouse space in a
concrete block building.
At Panyu, China, three buildings of reinforced concrete totaling 64,000 square
feet, located on a 4 acre tract, used for factory, warehouse and offices.
The Corporation also owns property at Birmingham, Wigan and Droitwich,
England which is presently leased, as well as at Rosay Par Prouais, France
which is being held for sale or lease.
In addition, MacDermid leases office, laboratory, warehouse and manufacturing
facilities as needed. During the year, such additional facilities were leased
in California, Michigan, North Carolina, New Jersey, Rhode Island, Vermont,
Canada, Holland, Italy, Germany, Sweden, Korea, Australia, Japan, Singapore,
China and several other foreign countries. All owned and leased facilities
are in good condition and are of adequate size for present business volume.
Item 3 LEGAL PROCEEDINGS
Legal proceedings are contained in MacDermid's 1999 Annual Report to
Shareholders included as Exhibit 13 to this form 10K and incorporated by
reference.
<PAGE>
Item 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters submitted to a vote of the Corporation's security
holders during the fourth quarter of fiscal 1999.
Item 4A EXECUTIVE OFFICERS OF MACDERMID
The following is a list of the names, offices and ages (as of March 31, 1999)
of all the executive officers of MacDermid, each of whom has been employed in
his respective office(s) for more than five years, except as noted:
Name Age Office with Registrant
Daniel H. Leever 50 Chairman since July 1998 and Chief Executive
Officer since 1990.
R. Nelson Griebel 49 President and Chief Operating Officer since
February 1999. Previously, and since 1977 he
was with BankBoston, serving as Executive Vice
President and as Regional President of
Connecticut and western Massachusettes
operations.
Stephen Largan 31 Vice President, Finance since February 1999.
Previously, and since 1993 he was with a
subsidiary of Ford Motor Company, serving as
Director of Finance.
Gregory M. Bolingbroke 49 Corporate Controller since April 1995.
Previously, was Cost Accounting Manager since
1993.
John L. Cordani 36 Corporate Secretary since April 1995. Previously,
was General Counsel since 1993.
Arthur J.
LoVetere, Jr. 35 Mr. LoVetere resigned effective April 1, 1999.
Previously, he was President, ViaTek since April
1998 and Chief Financial Officer since April 1995.
<PAGE>
PART II
Item 5 MARKET FOR MACDERMID'S COMMON STOCK AND RELATED SECURITY HOLDER
MATTERS
Information with respect to the market for MacDermid's Common Stock, dividends
paid and other related information is contained in its 1999 Annual Report to
Shareholders included as Exhibit 13 to this form 10-K and incorporated by
reference.
Item 6 SELECTED FINANCIAL DATA
The selected financial data (Five-Year Summary) is contained in MacDermid's
1999 Annual Report to Shareholders included as Exhibit 13 to this Form 10-K and
incorporated by reference.
Item 7 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Management's Discussion and Analysis of Financial Condition and Results of
Operations is contained in MacDermid's 1999 Annual Report to Shareholders
included as Exhibit 13 to this Form 10-K and incorporated by reference.
Item 7(a) QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Corporation is exposed to market risk in the normal course of its business
operations due to its operations in different foreign currencies and its
ongoing investing and financing activities. The risk of loss can be assessed
from the perspective of adverse changes in fair values, cash flows and future
earnings. The Corporation has established policies and procedures governing
its management of market risks and the use of financial instruments to manage
exposure to such risks.
The Corporation is exposed to interest rate risk primarily from its credit
facility which is based upon various floating rates. At March 31, 1999, the
Corporation had entered into interest rate swaps with an aggregate notional
amount that approximates two-thirds of its borrowings. The resulting
weighted-average fixed interest rate is 5.5%. Based upon expected levels of
borrowing under this facility in 2000, an increase in interest rates of 100
basis points would result in an incremental $850 interest expense and would
not have a material adverse affect on the Corporation's consolidated financial
position, results of operations or cash flows.
The Corporation operates manufacturing facilities in six countries and sells
products in over 25 countries. Approximately 50% of the Corporation's sales
are denominated in currencies other than the US Dollar. Historically, the
Corporation returns slightly less than 10% on sales and foreign exchange
fluctuations have not had any significantly measurable effect on earnings.
Furthermore, those earnings are generally reinvested locally and the impact
on operating cash flows has been less than $500 annually. Management
continually reviews the balance between foreign currency denominated assets
and liabilities in order to minimize the exposure to foreign exchange
fluctuations.
<PAGE>
The Corporation does not enter into any derivative financial instruments
for trading purposes. Additional information about market risk is contained
in MacDermid's 1999 Annual Report to Shareholders included as Exhibit 13 to
this Form 10-K and incorporated by reference.
Item 8 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The consolidated financial statements, including the notes thereto, of the
Corporation are contained in MacDermid's 1999 Annual Report to Shareholders
included as Exhibit 13 to this Form 10-K and incorporated by reference.
Additional financial information is contained in the Financial Data Schedule
appearing as Exhibit 27 to this report.
Item 9 DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
<PAGE>
PART III
Item 10 DIRECTORS AND OFFICERS
The discussion of "Election of Directors" and a portion of the discussion in
the section, "Interest of Management and Others in Certain Transactions and
Family Relationships" contained in MacDermid's Proxy Statement dated June 21,
1999 are incorporated herein by reference thereto. Officers of the Corporation
are listed in Item 4A, above.
Item 11 EXECUTIVE COMPENSATION
The discussion of "Executive Compensation" contained in MacDermid's Proxy
Statement dated June 21, 1999 is incorporated herein by reference thereto.
Item 12 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Information with respect to the security ownership of certain beneficial owners
and management contained in MacDermid's Proxy Statement dated June 21, 1999 is
incorporated herein by reference thereto.
Item 13 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND FAMILY
RELATIONSHIPS
The discussion of "Interest of Management and Others in Certain Transactions
and Family Relationships" contained in MacDermid's Proxy Statement dated June
21, 1999 is incorporated herein by reference thereto.
PART IV
Item 14 EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) (1) Financial Statements
The consolidated financial statements and report thereon of KPMG LLP, dated
May 14, 1999 are contained in MacDermid's 1999 Annual Report to Shareholders
included as Exhibit 13 to this Form 10-K and incorporated herein by reference.
Additional financial information is contained in the Financial Data Schedule
included as Exhibit 27 to this report.
(2) Financial Statement Schedules
The following schedules are filed as part of this Annual Report on Form 10-K.
This supplementary financial data should be read in conjunction with the
consolidated financial statements and comments thereto referred to above.
Schedules not included with this supplementary financial data have been
omitted because they are not applicable, are immaterial or the required
information is included in the consolidated financial statements or related
notes to consolidated financial statements.
<PAGE>
Schedule II - Valuation and Qualifying Accounts and Reserves
Auditors' Report on Supporting Schedule
(3) Exhibits
An index to the exhibits filed or incorporated by reference immediately
precedes such exhibits.
(b) Reports on Form 8-K
The Corporation filed three reports on Form 8-K/A, dated February 16,1999 and
March 19, 1999 during the fourth quarter of fiscal 1999 and dated June 9, 1999
during the first quarter of fiscal 2000. These reports contain financial
statements, pro forma financial information and exhibits as amendment to its
report on Form 8-K dated December 17, 1998, filed during the third quarter of
fiscal 1999. These reports relate to the acquisition of W Canning plc and are
incorporated by reference.
The Corporation filed a report on Form 8-K, dated February 24,1999, during the
fourth quarter of fiscal 1999. This report relates to an announcement of a
definitive agreement to acquire PTI Inc., the holding company for Polyfibron
Technologies, Inc. and is incorporated by reference
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this Annual Report on Form 10-K to
be signed on its behalf by the undersigned, thereunto duly authorized.
MACDERMID, INCORPORATED
(Registrant)
Dated: June 21, 1999
By /s/ Daniel H. Leever By /s/ Gregory M. Bolingbroke
Daniel H. Leever Gregory M. Bolingbroke
Director, Chairman and Controller and Principal
Chief Executive Officer Accounting Officer
Daniel H. Leever, pursuant to powers of attorney which are being filed with
this Annual Report on Form 10-K, has signed below on June 21, 1999 as attorney-
in-fact for the following directors of the Registrant:
Donald G. Ogilvie - Thomas W. Smith - James C. Smith -
R. Nelson Griebel
/s/ Daniel H. Leever
Daniel H. Leever
<PAGE>
SCHEDULE II
<TABLE>
MACDERMID, INCORPORATED AND SUBSIDIARIES
Valuation and Qualifying Accounts and Reserves
Years ended March 31, 1999, 1998 and 1997
<CAPTION>
Balance at Additions Additions Balance
beginning charged to due to Deductions at end
Description of period earnings acquisition <F1> of period
<S> <C> <C> <C> <C> <C>
1999
Allowance for
doubtful
receivables $3,598,000 $ 1,382,000 $2,820,000 $ 1,389,000 $6,411,000
========== =========== ========== ============ ==========
1998
Allowance for
doubtful
receivables $3,379,000 $ 817,000 - $598,000 $3,598,000
========== ========== ======== ==========
1997
Allowance for
doubtful
receivables $4,829,000 $ 547,000 - $ 1,997,000 $3,379,000
========== =========== =========== ==========
<F1> Bad debts charged off less recoveries and translation adjustments.
</TABLE>
<PAGE>
REPORT OF INDEPENDENT AUDITORS
KPMG LLP (Logo)
Certified Public Accountants
CityPlace II
Hartford, CT 06103-4103
REPORT OF INDEPENDENT AUDITORS
The Board of Directors
MacDermid, Incorporated:
Under date of May 14, 1999, we reported on the consolidated balance sheets
of MacDermid, Incorporated and subsidiaries as of March 31, 1999 and 1998,
and the related consolidated statements of earnings and cash flows for each
of the years in the three-year period ended March 31, 1999, as contained in
the 1999 annual report to shareholders. These consolidated financial
statements and our report thereon are incorporated by reference in the
annual report on Form 10-K for the year 1999. In connection with our
audits of the aforementioned consolidated financial statements, we also
audited the related consolidated financial statement schedule as listed in the
accompanying index under Item 14(a)(2). This financial statement schedule
is the responsibility of the Company's management. Our responsibility is
to express an opinion on this financial statement schedule based on
our audits.
In our opinion, such financial statement schedule, when considered in
relation to the basic consolidated financial statements taken as a whole,
presents fairly, in all material respects, the information set forth therein.
KPMG LLP
May 14, 1999
<PAGE>
EXHIBIT INDEX
1999 FORM 10-K ANNUAL REPORT
Exhibit
No.
3.1 Restated Certificate of Incorporation, MacDermid,
Incorporated, amended as of December 1, 1997. By reference
Exhibit 19 to September 30, 1991 Form 10-Q
Quarterly Report is incorporated by reference herein.
3.2 By-Laws, amended as of February, 1997. Exhibit 3b to 1985
Form 10-K Annual Report is incorporated by reference
herein. Attached
4.1 Credit Agreement, amended and restated, dated as of
December 15, 1998, among MacDermid, Incorporated, the
Banks signatory thereto and NationsBank,
N.A., as Agent, letter of credit issuing bank and
Swing line lender is incorporated by reference herein. By reference
10.1 MacDermid, Incorporated Special Stock Purchase Plan,
amended as of November 1, 1992. Exhibit 10 to
1993 Form 10-K Annual Report is incorporated by
reference herein. By reference
10.2 MacDermid, Incorporated 1995 Equity Incentive Plan
Exhibit 10.2 to 1995 Form 10-K Annual Report is
Incorporated by reference herein. By reference
13 Portions of MacDermid's 1999 Annual Report
to Stockholders as required by Item 8 Attached
21 Subsidiaries of MacDermid, Incorporated Attached
23 Independent Auditors' Consent Attached
24 Power of Attorney Attached
27 Financial Data Schedule Attached
AMENDED AS OF FEBRUARY 12, 1997
MACDERMID, INCORPORATED
BY-LAWS
ARTICLE' I
Meetings of Shareholders
Section 1. All meetings of the shareholders may be held at such place
within or without the State of Connecticut as may from time to time be
designated by the Board of Directors and stated in the notice of the meeting.
Section 2. The annual meeting of the shareholders for the election of
directors and the transaction of such other business as shall properly come
before such meeting shall be held on the Monday nearest the 17th day of July
in each year at the, hour designated in the notice of such meeting, provided
the directors by resolution adopted on or prior to the 1st day of June of any
year may designate another day during the month of July or August in such
year for such meeting.
Section 3. Special meetings of the shareholders may be called at any
time by the President or the Board of Directors, and the President shall call
a special meeting whenever he is requested in writing to do so by
shareholders representing one tenth of the outstanding stock having voting
power.
Section 4. A notice stating the time and place of each ,annual
meeting and the time, place and purpose of each special meeting shall be
given at least ten days but not more than sixty days prior to the meeting to
each shareholder of record entitled to vote at such meeting by the Secretary
delivering or mailing such notice to each shareholder at such address as may
appear on the books of the Company. All shareholders by proper waiver may
dispense with notice of any meeting.
Section 5. At all meetings of the shareholders, the holders of a
majority of the shares entitled to vote, present in person or represented by
proxy, shall, except as otherwise provided by law, constitute a quorum, but a
lesser number may adjourn the meeting to a day and time specified.
<PAGE>
Section 6. Except as otherwise provided by law, when a quorum is present
at any shareholders' meeting, the affirmative vote of a majority of the
voting power of the shares represented at such meeting shall be the act of
the shareholders.
Section 7. At all meetings of shareholders, each shareholder may
vote in person or by proxy and shall have one vote for each share standing in
his name on the books of the Company. At all elections of directors the
voting shall be by ballot. The Chairman presiding at each such meeting shall
have power to appoint two or more persons to act as inspectors or tellers, to
receive, canvass and report the votes cast by the shareholders at such
meeting; but no candidate for the office of director shall be appointed as
inspector or teller at any meeting for the election of directors.
ARTICLE II
Powers and Duties of Directors
Section 1. The business of the Company shall be managed by a Board of
Directors of not less than three nor more than fifteen directors, the number
of which shall be fixed from time to time by vote of the Board of Directors,
who shall be elected at the annual meeting of the shareholders and who shall
continue in office until the next annual meeting and until their successors
are elected and qualified.
Section 2. A majority of the members of the Board shall constitute a
quorum competent to transact business. A lesser number than a quorum may
adjourn from time to time until a quorum is present.
Section 3. The Board of Directors shall have power to fill vacancies
that may occur in the Board, or any other office, by death, resignation, or
otherwise, by a majority vote of the remaining members of the Board, and the
person so chosen shall hold the office until the next annual meeting and
until his successor shall be-elected and qualified.
Section 4. All questions shall be decided by vote of a majority of the
directors present. The yeas and nays on any question shall be taken and
recorded on the minutes at the request of any director.
Section 5. The Board of Directors shall at each annual meeting of the
shareholders report the results of the operations of the Company during the
preceding year and its financial condition at the close of each year.
<PAGE>
Section 6. Any director may resign at any time by giving written notice
of his resignation to the President or to the Secretary of the Company. Such
resignation shall take effect on the date such notice is delivered or at any
later time specified therein.
Section 7. The Board of Directors may authorize any officer or officers,
agent or agents, to enter into any contract or execute and deliver any
instrument in the name of and on behalf of the Company, and such authority
may be general or confined to specific instances.
Section 8. The Board of Directors may from time to -time, by resolution
passed by a majority of the whole Board, appoint standing or temporary
committees, including an executive committee, from its own number, such
committees to have such powers as the Board may legally delegate to it. All
committees so appointed shall keep regular minutes of their meetings, shall
cause them to be recorded in books kept for that purpose in the: office of
the Company and shall report the same to the Board of Directors at its next
meeting.
Section 9. The directors shall receive such compensation for their
services as directors and as members of any committee appointed by the Board
as may be prescribed by the Board of Directors and shall be reimbursed by the
Company for ordinary and reasonable expenses incurred in the performance of
their duties.
ARTICLE III
Meetings of Directors
Section 1. The annual meeting of the Board of Directors shall, if a
quorum is present, be held without notice immediately after the adjournment
of the annual shareholders' meeting or as soon thereafter as convenient at
the place at which the annual meeting of shareholders has been made.
Section 2. Regular meetings of the Board of Directors may be held
without notice at such times and at such places, . within or without the
State of Connecticut, as the Board of Directors may from time to time
designate.
Section 3. Special meetings of the Board of Directors may be called by
the President, or, in the event of his absence or inability to act, by any
other officer. In addition, any two directors may call such meetings. Such
meetings shall be held at the principal office of the Company or at such
other place or places, within or without the State of Connecticut, as the
Board of Directors may from time to time designate.
<PAGE>
Section 4. Written or printed notice of all special meetings of the
Board of Directors shall be given to each director personally or by mail or
telegraph at least two days previous to the time of meeting, unless such
director shall in writing or by telegraph waive such notice or be in
attendance at such meeting.
Section 5. Subject to the provisions of the statutes and of Article VIII
hereof, any and all business may be transacted at any meeting unless
otherwise indicated in the notice of any special meeting.
Section 6. A director or a member of a committee of the Board of
Directors may participate in a meeting of the Board or of such committee by
means of conference telephone or similar communications equipment enabling
all directors participating in the meeting to hear one another, and
participation in a meeting pursuant to this Section 6 and the
Connecticut Stock Corporation Act shall constitute presence in person at
such meeting.
ARTICLE IV
Officers
Section 1. The officers of this Company shall consist of a Chairman of
the Board, if the Board of Directors so determine in any year; a President; a
Treasurer, a Secretary; and such other officers as the directors may
determine. Subject to their removal by the Board of Directors with or
without cause, the officers of the Company shall hold office until the next
annual meeting of the Board of Directors and until their successors are
elected and qualified.
Section 2. When elected, the Chairman of the Board shall have such
powers and perform such duties as may be delegated to him by the Board of
Directors.
Section 3. Subject to the delegation of powers and duties to the
Chairman of the Board, the President shall be the chief executive and
administrative officer of the Company and shall have general and active
control of its property and affairs and general supervision of its officers,
agents and employees. In the absence of a Chairman of the Board, he shall
preside at all meetings of the Board of Directors and of the shareholders.
<PAGE>
Section 4. Such Vice Presidents as may be elected shall have such powers
and perform such duties as may be delegated to them by the Board of
Directors. In the absence or disability of the President they, in the order
in which they are elected at the preceding annual meeting of the Board of
Directors or in such order as may be designated by the Board of Directors,
shall exercise the powers and perform the duties of the President.
Section 5. The Treasurer shall receive and keep the cash funds, notes,
and all other cash items belonging to the Company, and shall enter and cause
to be entered regularly in books kept for that purpose, an account of all
money received and disbursed on the Company's account and an account of all
other financial transactions of the Company. He shall also perform all other
acts and duties specially required of him by all applicable statutes, by
these by-laws and by the Board of Directors.
Section 6. When elected, the Assistant Treasurer, in the absence or
disability of the Treasurer, shall perform the duties and exercise the powers
of the Treasurer, and shall perform such other duties as shall be from time
to time required of him by the Board of Directors.
Section 7. The Secretary shall make and keep records of the acts, doings
and proceedings of all meetings of the shareholders and directors; he shall
transmit to the shareholders and directors the notices required by statute
and by these by-laws, and as directed by the President; and he shall perform
all other acts and duties specially required of him by all applicable
statutes, by these by-laws and by the Board of Directors.
Section 8. When elected, the Assistant Secretary, in the absence or
disability of the Secretary, shall perform the duties and exercise the powers
of the Secretary, and shall perform such other duties as shall be from time
to time required of him by the Board of Directors.
Section 9. The Controller shall provide timely and appropriate financial
reports and analysis, thereon for the Shareholders, Board of Directors and
governmental and other regulatory agencies. He shall perform also other acts
and duties specially required of him by all applicable statutes, by these by-
laws, and by the Board of Directors.
Section 10. When elected, the Assistant Controller, in the absence or
disability of -the controller, shall perform such other duties and exercise
the powers of the Controller, and shall perform such other duties as shall be
from time to time required of him by the Board of Directors.
<PAGE>
Section 11. Unless otherwise ordered by the Board of Directors, the
President or an officer thereunto duly authorized by the President shall have
full power and authority on behalf of the Company to attend and to vote at
any meeting of shareholders of any corporation in which this Company may hold
stock, and may exercise on behalf of this Company and all of the rights and
powers incident to the ownership of such stock at any such meeting, and shall
have power and authority to execute and deliver proxies and consents on
behalf of this Company in connection with the exercise by this Company of the
rights and powers incident to the ownership of such stock. The Board of
Directors, from time to time, may confer like powers upon any other person or
persons.
ARTICLE V
Checks, Notes, Etc.
All checks, notes, drafts and bills of exchange, issued by the Company
for Company purposes, shall be signed by such officers or employees as may
from time to time be designated by the Board of Directors.
ARTICLE VI
Stock Transfers
Stock transfer books shall be kept and no transfers of stock shall be
permitted except upon said books, either by the shareholder in person or by
power of attorney executed by him for that purpose. The Board of Directors
may from time to time designate one or more transfer agents and one or more
registrars to transfer and register shares of the stock of the Company.
ARTICLE VII
Corporate Seal
A seal, circular in form, with the words "MACDERMID, INCORPORATED,
Waterbury, Connecticut" on its circumference, and the word "SEAL" across its
face, shall be the corporate seal of the Company, which shall be kept in the
custody of the Secretary of the Company.
<PAGE>
ARTICLE VIII
Amendment of By-Laws
These by-laws may be altered or amended at any meeting of the directors,
whether annual, regular, or special, by a majority of the directors, provided
that in the call of such meeting notice of intention to amend the by-laws
shall have been given, unless a proper waiver has been signed by all of the
directors dispensing with notices of any meeting.
ARTICLE IX
Indemnification
Section 1. As used in this Article IX, the terms "Director,"
"Expenses," "Liability," "Official capacity," "Party" and "Proceeding" shall
have the respective meanings ascribed to them in Section 33-770 of the
Connecticut Business Corporation Act ("CBCA") or successor provision.
Section 2. Subject to the provisions of Sections 3 and 4 of this
Article IX and Sections 33-771 (b) , (c) and (e) of the CBCA, the
Company shall indemnify an individual made a Party to a Proceeding because he
is or was a Director against Liability incurred in the Proceeding if: (a) he
conducted himself in good faith; and (b) he reasonably believed (i) in the
case of conduct in his official capacity with the Company, that his conduct
was in its best interests, and (ii) in all other cases, that his conduct was
at least not opposed to its best interests; and (c) in the case of any
criminal Proceeding, he had no reasonable cause to believe his conduct was
unlawful.
Section 3. The Company shall pay for or reimburse the reasonable
Expenses incurred by a Director who is a Party to a Proceeding in advance of
final disposition of the Proceeding if: (a) the Director furnishes the
Company a written affirmation of his good faith belief that he has met the
standard of conduct described in Section 2 of Article IX; (b) the
Director furnishes the Company a written undertaking, executed personally or
on his behalf, to repay the advance if it is ultimately determined that he
did not meet the standard of conduct; and (c) a determination is made that
the facts. then known to those making the determination would not preclude
indemnification under Sections 33-770 to 33-778, inclusive, of the CBCA.
<PAGE>
Section 4. Notwithstanding the foregoing, the Company shall not
indemnify a Director under Section 2 of Article IX unless authorized in
a specific case after a determination has been made that indemnification of
the Director is permissible in the circumstances because he has met the
standard of conduct set forth under said Section 2. The determination
shall be made (a) by the Board of Directors by a majority vote of a quorum
consisting of Directors not at the time parties to the Proceeding; (b) if a
quorum cannot be obtained under subsection (a) of this Section 4, by
majority vote of a committee duly designated by the Board of Directors, in
which designation Directors who are Parties may participate, consisting
solely of two or more Directors not at the time Parties to the Proceeding;
(c) by special legal counsel (i) selected by the Board of Directors or its
committee in the manner prescribed in subsection (a) or (b) of this
Section 4, or (ii) if a quorum of the Board of Directors cannot be obtained
under subsection (a) of this Section 4, and a committee cannot be
designated under subsection (b) of this Section 4, selected by a
majority vote of the full Board of Directors, in which selection Directors
who are Parties may participate; -or (d) by the shareholders, but shares
owned by or voted under the control of Directors who are at the time Parties
to the Proceeding may not be voted on the determination. Authorization of
indemnification and evaluation as to reasonableness of Expenses shall be made
in the same manner as -the determination that indemnification is permissible,
except that if the determination is made by special legal counsel,
authorization of indemnification and evaluation as to reasonableness of
Expenses shall be made by those entitled under subsection (c) of this
Section 4 to select counsel.
Section 5. The Company shall indemnify and advance Expenses to an officer
who is not a Director, and may indemnify and advance Expenses to an employee
or agent who is not a Director, to the same extent as to a Director under
Sections 2, 3 and 4 of this Article IX.
Section 6. Nothing set forth in this Article IX shall be deemed to limit
the power of the Company to indemnify any Director, officer, employee or
agent as permitted under the provisions of the CBCA.
EXHIBIT 13
PORTIONS OF MACDERMID'S 1999 ANNUAL REPORT TO STOCKHOLDERS.
Except for the pages and information expressly incorporated by
reference, the financial and other information included in this Exhibit
13 is provided solely for the information of the Securities and Exchange
Commission and is not deemed "filed."
MacDermid Corporate Philosophy
Our Business
MacDermid Incorporated is in the international business of researching,
developing, acquiring, manufacturing, marketing, and servicing, for optimum
profit to us and our customers, specialty chemicals and systems for the
chemical treatment, surface preparation and finishing of metals, plastics
and other materials in accordance with accepted ecological and social
considerations.
Our Customers
We will create an industry image that automatically causes people in
the industries we serve to think first of MacDermid.
We will justify their action by first thinking of the customers'
needs --- what's right for them makes it right for MacDermid --- by
supplying a total system including processes, know-how and services that
assist in meeting all their needs.
Our People
We continue to believe in the supreme worth of the individual and
the dignity of his or her work for the benefit of all. We will provide
the opportunity for our people to fulfill satisfactorily their own
personal objectives and ambitions and reward them in proportion to
their contribution toward achieving the Corporate objectives.
We will continue to be a place of opportunity where people "have
the guts to fail." We will encourage the entrepreneurs and innovators.
We will continually challenge the goals, objectives, organization and all
the operating and procedural aspects of our business and modify them when
needed.
<PAGE>
Our progress and your progress, our Company's long-term advantage and
your long-term advantage, lie in our human resources. Other advantages
that come about from technological improvements, the opening of new markets,
lower costs, etc., all prove to be relatively short run. So, basically, it
is the initiative, the will and the motivation that people bring to their
work on which we rely for our survival and growth.
We will continue to try to attract new people who have creative and
probing minds; people who will at times be disturbing--questioning policy
and procedures. If we are wise, we will welcome it, resolve it, put it to
work or forget it.
We will continue to expand with the best possible talent available and
continue to train them, and ourselves, so that we each increase our ability
to contribute to the Company's progress.
We will each strive to exemplify the MacDermid Spirit of teamwork and
cooperation throughout the organization which has been instrumental to our
past and present growth as a corporation.
What we can expect from you
First and foremost, we expect of you a fundamental honesty--honesty
with yourself, with your Company and with all those with whom you interact,
whether they be associates within our organization, our customers or society
in general. Character and strength have always been born of honesty and a
willingness to face up to the truth of each situation as it arises.
Second, we expect and insist on hard work. An easy life, marked by the
absence of difficulty, builds neither character nor happiness. We believe
that self-realization of the individual is founded on accomplishment, which
implies a willingness to make the sacrifices necessary to get the job done
the way it should be done.
Third, we expect you to accept responsibility. Every assignment you
will have carries with it a responsibility for accomplishment. Commit
yourself to achievement which you consider beyond the scope of your
talents and then program your effort to translate it into a reality.
Fourth, we expect of you a loyalty--loyalty to yourself, your family,
your associates, your organization and our customers. We have always worked
together as an organization and your own personal achievements will be
measured in terms of the contribution you make to our joint effort.
Fifth, we expect you to demonstrate good judgment. Judgment is
essentially an ability to appraise facts. Factual knowledge must come
before good judgment. This means you must continually educate yourself
on our Company, our products and our industry. In this way, you will
have the material on which a sound appraisal of good judgment is based.
This is what we expect of you, and being in an extremely competitive
environment, we have a real urgency in this expectancy.
<PAGE>
What you can expect from us
One, you can expect from us the fairest treatment of which we are
capable--fair in respect to matters of compensation, fair in respect to
working conditions and fair in respect to personnel policies.
Two, you can expect from us, as a Company, complete honesty in whatever
we do. Your assignments will never compromise the principles of honesty and
common decency which we also expect you, as an individual, to uphold.
Three, you can expect that we will provide assignments which will
represent challenges to you--assignments which will enable you to grow
toward your professional and personal objectives.
Four, you can expect that we will offer opportunities for advancement.
Our desire to grow from within.
Five, you can expect that we will be a demanding organization--demanding
of your time, your talents and the best which you as an individual have to
offer. In this way our company will grow and you will grow with it.
Perhaps all this can best be summarized in these words form an unknown
author:
"Create mental pictures of your goals, then work to make those pictures
become realities.
Exercise you God-given power to choose your own direction and influence
your own destiny and try to decide wisely and well.
Have the daring to open doors to new experiences and to step boldly
forth to explore strange horizons.
Be unafraid of new ideas, new theories and new philosophies.
Have the curiosity to experiment...to test and try new ways of living
and thinking.
Recognize that the only ceiling life has is the one you give it and
come to realize that you are surrounded by infinite possibilities for
growth and achievement.
Keep your heart young and your expectations high and never allow your
dreams to die."
<PAGE>
MacDermid Incorporated 1999 Annual Report
MacDermid: Shareholder Principles
OUR VISION IS TO BUILD ONE OF THE WORLD'S GREATEST INDUSTRIAL COMPANIES
1. We believe that the excitement inherent in the culture of ultra high
performance will differentiate us from our competitors, who, while fine
companies in their own right, simply will find it impossible to keep up with
the fighting Clan MacDermid.
2. OUR FORM IS CORPORATE, OUR ATTITUDE IS PARTNERSHIP
Unlike many public companies, our employees and Directors own close to 50% of
the shares, so, we obviously think as owners. We hope that you consider your
investment in MacDermid as being a part owner of a business, much as you would
if you owned a small business in partnership with your close friend or family.
You would not be concerned about the evaluation of that small business weekly
or monthly. Many employees, including your CEO, have the vast majority of our
net worth in MacDermid stock. We intend to be very long term holders, thinking
in generational terms. We desire to partner with like-minded individuals and
institutions. We will not respond to short term pressures from the market.
3. WE FOCUS TO BUILD INTRINSIC VALUE, PER SHARE
We define intrinsic value as the present value of free cash flow, measured per
share. Cash flow will be invested in growth opportunities. We will build in
significant margin for error in investment assumptions. We have no interest in
top line growth for growth's sake. Per share cash flow is what counts. Our
goal is to increase per share intrinsic value by 25% per year. We believe in
setting stretch targets even though sometimes we may fall short of our goals.
4. PERSONAL AND CORPORATE RESPONSIBILITY
MacDermid will demonstrate the highest standards of personal and corporate
ethics and responsibility, with special emphasis on our environment. We take
seriously our leadership commitment to the communities in which we do business.
<PAGE>
5. CARE OF OUR PEOPLE IS A TOP PRIORITY
We know to build one of the world's greatest industrial companies requires an
unusual partnership with the people charged with making the vision a reality.
We are guided by the MacDermid philosophy, including our clear statement of
commitment to our people, and our expectations of their commitment to
MacDermid. We maintain policies that encourage long, productive service. We
avoid short term policies like layoffs and restructuring simply to make the
current quarter or year numbers. That's not to say that we will not have
reductions in staffing based on performance, or if we feel the long term
health of the business requires us to do so. But even then we will do so
with great reluctance. Our people are our most important asset. We treat
them as such by investing heavily in training and education and
management development.
6. LONG TERM INVESTMENR HORIZON
We will aggressively fund sound internal growth opportunities mostly in
research and market development regardless of short term impact. We will
fund these opportunities when the time is right, not necessarily when it is
convenient. Our internal investment opportunities normally offer an
exceptional return, but often require multi-year horizons. We will
avoid the stop - start method of investing, which is typical of a
short term mentality.
7. LOW COST OPERATING STRUCTURE
We know that our ability to invest aggressively requires us to have a cost
structure lower than our competitors. Investing AND lowering our current costs
constantly is a core principle of our company.
8. HIGH OPERATING MARGINS
Growth opportunities will be passed through a margin filter prior to
investment.
9. LOW CAPITAL EXPENDITURES
We invest shareholder funds in high return assets after a healthy margin for
error. Bricks and mortar have no attraction if they will not produce
a high return.
10. CAPITAL STRUCTURE
Cost of capital is an important consideration. Our ability to generate
relatively high amounts of cash allows us to carry significant debt while still
maintaining a healthy margin for error. We will issue common stock only when
we receive at least as much in intrinsic value as we give.
<PAGE>
11.DIVIDENDS
Our current dividend is a result of history. Increasing our dividend is not a
high priority. We believe we can better serve shareholders by using
internally generated funds to grow the business or purchase shares.
12. ACCOUNTING
We will be candid in our reporting to you. We will tell you the business
facts that we would want to know if the positions were reversed, while
safeguarding information which would aid our competitors.
13. REPORTING
We will be communicating with you in several ways. Through our annual report,
we will try to give all shareholders as much value - defining information as
possible. At our annual meeting we will spend as much time as necessary to
provide information as possible and answer questions. The forum section of our
web site, (macdermid.com) provides shareholders the opportunity to submit
questions directly to the CEO. We will answer questions honestly and as
promptly as practicable. In all of our communications, we try to make sure
that no shareholder gets an edge. Our goal is to have all of our shareholders
updated at the same time.
14. FAIR VALUE
To the extent possible, we would like each MacDermid shareholder to record a
gain or loss in market value that is proportional to the gain or loss in per-
share intrinsic value. Obviously we cannot control MacDermid's share price,
but by our policies and communications, over time, we believe we are likely to
attract long term investors who seek to profit strictly from the progress of
the company.
<PAGE>
<TABLE>
(Three horizontal bar graphs are provided here, net sales, earning
per share and return on equity. Each graph depicts one facet of
results of operations for the fiscal years 1995 through 1999.)
GRAPH VALUES
(In thousands, except share and per share amounts)
<CAPTION>
1994 1995 1996 1997 1998
<S> <C> <C> <C> <C> <C>
Net Sales $182,100 $235,891 $293,720 $314,058 $382,645
Earnings
Per
Share $0.39 $0.50 $0.85 $1.20 $1.43
Return on
Equity 18.3% 22.1% 30.2% 32.9% 29.0%
</TABLE>
Message to Shareholders
Dear Shareholders,
We are pleased to report our eighth consecutive year of record earnings and
earnings per share and the fifth year for revenues. We earned $1.43 per share,
a 19% increase over last year's $1.20. Revenues were up 22% to $383 million.
Net earnings were up 19% to $36 million. Net after-tax cash flow (net earnings
+ depreciation + amortization - capital expenditures) was a record $1.79 per
share. Our goal remains to create one of the world's greatest industrial
companies, which we define, in part, as growing earnings per share 25%
compounded over 10 years. Since 1994, that growth rate has been 43%.
Following last year's 41% earnings per share growth, we planned fiscal 1999 as
a year of consolidation. But given the volatile global economic environment,
we had to work harder than ever. The best word to describe the overall market
last year was awful. The electronics market was weak. Asia bumped along the
bottom. Our graphic arts sector experienced lower activity. Against this
background, our teams in Europe, industrial products, equipment, and our US-
based shared services produced excellent results.
<PAGE>
In December, we closed the Canning acquisition, our largest to date,
increasing our revenues to over $500 million. Importantly, with the Canning
acquisition came the addition of capable, enthusiastic people to the MacDermid
Clan. Combining the Canning team with our industrial products team creates a
world leader in plating additives and added two new specialty niche
businesses, offshore drilling lubricants and fuel oil additives. Due to the
efforts of the combined team, we are ahead of schedule in integrating this
acquisition. As a result, the transaction was accretive in the fourth quarter,
a pleasant surprise.
The metal finishing market is important to us. Our consolidation strategy was
accelerated by Canning and by increasing our stake in Galvanevet. As a result
we now enjoy significantly strengthened positions in the US, UK, Germany,
Italy and Asia. As a global leader in the metal finishing business we have
scale and thus are better able to offer unsurpassed service to our customers.
In February, we announced the acquisition of Polyfibron Technologies Inc., a
leader in the graphic arts industry, with projected revenues of $250 million.
We await government approval. As of this writing, we remain optimistic,
although there remains some risk this acquisition will not close.
With regard to acquisitions, while our primary focus is to strengthen our
existing businesses, as was the case with all recent acquisitions,
we will consider using excess cash flow to invest in corollary businesses we
understand. Rest assured, we recognize the challenges of integrating an
acquisition and have worked hard to develop an aptitude in this important
area. Each potential acquisition is examined thoroughly by our top management
team. Once acquired, we try to bring a clarity and excitement to the
management of acquired companies. Together we work to generate cost savings
and a more aggressive effort to grow the top line. We find customers welcome
MacDermid as the acquirer due to our industry commitment and our long term
investment horizon. Importantly our recent acquisitions resulted from
exclusive negotiations. We were chosen as the preferred partner as a result,
we believe, of our reputation for integrity and fair dealing.
Internal growth remains our primary strategy and we are excited about a number
of initiatives. In electronics, ViaTek, our new process for producing double
sided boards, continues to progress. Our industrial products team introduced a
new process for painting airframes. In graphic arts, Twin Lock, our
revolutionary new technology for mounting printing plates, received the
prestigious Flexographic Technical Innovation Award recognizing the
"significant commercial application of recent innovative technology." We have
investment programs in each of our businesses that can materially increase
their underlying growth and profitability
<PAGE>
Our culture of constant cost improvement, and our focus on cash flow allow us
the flexibility of pursuing the dual strategy of internal growth and
acquisitions all with one intention - to increase intrinsic per share value.
During the year, our corporate management was strengthened with the addition
of R. Nelson (Oz) Griebel who joined us as President and Chief Operating
Officer and Stephen Largan as Vice President of Finance. Jay LoVetere, my
long standing partner, has left his executive management role but continues to
consult on the ViaTek program.
We have experienced management running all of our business areas. The
presidents of each of our business areas have over 20 years experience in
our business. They think and act as long-term owners. At corporate, our
focus is maintaining the culture, establishing strategy, allocating
resources, and setting performance targets.
We believe our entrepreneurial environment, that rewards initiative and
intelligent risk-taking, is crucial to attracting and retaining talented and
motivated individuals. We encourage people to take calculated risks knowing
that projects often fail. We spend a lot of time maintaining this culture. We
set high standards. We tie our compensation practices to those standards. Our
bonus, profit sharing, and stock ownership plans offer Clan members the
opportunity of significant personal wealth. We operate with one expectation-
grow the cash flow of our business over the long term. Life at MacDermid, is
really fun, but not easy.
At last year's Annual Meeting, we introduced our Shareholder Principles which,
along with the MacDermid Philosophy, we refer to as the MacDermid Magna Carta.
They are printed on the inside cover and first page of this report. You can
expect us to act consistently with them.
While fiscal 1999 produced record per share results, even more importantly, we
improved our strategic position as a dynamic leader in our markets. Even
though the external environment remains challenging, we are confident we can
continue to deliver. Our goal is creating one of the world's greatest
industrial companies.
To our customers, we greatfully appreciate your business which we do not take
for granted. We are very committed to improving the quality of our products
and service to you. To the Clan MacDermid, thank you for your determination
to give our customers the finest service and to push to another record. To
our shareholder partners, take comfort that more than a quarter of the
outstanding shares are owned by your employees either directly, through
options, or stock plans. Rest assured we think as owners. You have our
sincere thanks for your continued confidence.
Daniel H. Leever
Chairman and Chief Executive Officer
<PAGE>
<TABLE>
MacDermid, Incorporated Financial Highlights
<CAPTION>
(In thousands, except share and per share amounts.)
1999 1998 % Change
======================================
<S> <C> <C> <C>
Net Sales $382,648 $314,058 22
Net Earnings $ 36,283 $ 30,488 19
Return on Average Equity 29.3% 32.9% -
Average Shares Outstanding 25,427,288 25,483,844 -
Diluted Earnings Per Common Share $1.43 $1.20 19
Free Cash Flow $ 33,972 $ 28,478 19
</TABLE>
Founded in 1922 and headquartered in Waterbury, Connecticut, MacDermid,
Incorporated (NYSE:MRD) is a leading worldwide manufacturer of specialty
chemical processes for the metal and plastic finishing, electronics and
graphic arts industries with operating facilities in 20 countries. The
Corporation employs nearly 1,900 worldwide, many of whom are shareholders.
Our vision is to build one of the world's greatest industrial companies.
For additional information visit our World Wide Web site -
www.macdermid.com.
<PAGE>
<TABLE>
FIVE YEAR SELECTED FINANCIAL DATA
(In thousands, except share and per share amounts)
<CAPTION>
OPERATING RESULTS 1999 1998 1997 1996 1995
- ------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net Sales $382,648 $314,058 $293,720 $235,891 $182,100
Income from
Continuing Operations $ 36,283 $ 30,797 $ 23,846 $ 13,795 $ 11,142
Net Earnings Available
For Common
Shareholders (before
accounting
change) <F1> $ 36,283 $ 30,488 $ 22,010 $ 13,195 $ 11,142
Diluted Earnings Per
Common Share <F1><F2> $1.43 $1.20 $0.85 $0.50 $0.39
FINANCIAL POSITION AT YEAR END
- -----------------------------------------------------------------------------
Working Capital $ 63,248 $ 50,814 $ 46,883 $ 59,714 $ 34,711
Current Ratio 1.5 1.6 1.7 2.0 1.7
Capital Expenditures $ 5,442 $ 8,342 $ 6,914 $ 4,303 $ 3,990
Total Assets $506,279 $300,260 $260,978 $264,756 $123,305
Long-term Debt
(Includes Short-
term Portion) $258,668 $116,425 $ 82,981 $112,254 $ 22,642
Percent of Total
Capitalization (excluding
preferred stock) 64.6 52.5 50.9 63.0 29.7
Redeemable Preferred Stock -- -- 32,436 30,600 --
OTHER DATA
- ------------------------------------------------------------------------------
Return On Sales
(%)<F1> 9.5 9.7 7.5 5.6 6.1
Return On Average
Equity (%)<F1> 29.3 32.9 30.2 22.1 18.3
<PAGE>
Cash provided by
Operations $ 53,540 $ 35,335 $ 37,437 $ 17,493 $ 19,854
Cash provided by
(used in) investing
activities $(171,016) $(32,807) $ (5,406) $(107,773) $(9,740)
Cash provided by
(used in) financing
activities $129,851 $ (5,000) $(33,969) $ 91,568 $(9,322)
EBITA<F3> $ 80,157 $ 66,451 $ 55,579 $ 38,758 $ 26,516
SHARE DATA
- ------------------------------------------------------------------------------
Common
Shareholders' Equity $142,039 $105,545 $ 80,058 $ 65,817 $ 53,654
Book Value
Per Common Share <F2> $5.65 $4.21 $3.26 $2.62 $2.17
Cash Dividends Per
Common Share <F2> $0.08 $0.07 $0.0667 $0.0667 $0.0667
Common Shares
Outstanding <F2>
Diluted
Average During Year 25,427,288 25,483,844 25,912,677 26,383,844 28,372,599
Outstanding
At Year-End 25,145,343 25,095,906 24,561,459 25,148,079 24,682,797
Stock Price <F2>
High 42 3/8 37 13 8 1/32 4 15/16
Low 23 3/8 11 19/32 7 5/32 4 10/16 2 21/32
Year End 33 15/16 28 3/4 11 19/32 7 5/16 4 25/32
<FN>
<F1> Before cumulative effect of accounting change (the implementation of SFAS
No. 112, Employers Accounting for Postretirement Benefits) which resulted in
one-time after tax charges of $371 ($0.01/common share) in 1995
<F2> Share and per share data have been restated to reflect the effects of
3-for-1 stock splits effective, February 6, 1998 and November 15, 1996.
<F3> Represents earnings from operations before interest, taxes on
earnings, depreciation and amortizations. EBITDA is not intended to
represent cash flow from operations as defined by generally accepted
accounting principles. It should not be used as an alternative to net
income as an indicator of operating performance or to cash flows as a
measure of liquidity.
</TABLE>
<PAGE>
MANAGEMENT'S DISCUSSION & ANALYSIS OF
FINANCIAL CONDITION & RESULTS OF OPERATIONS
(In thousands, except share and per share amounts)
SALES & OPERATING PROFITS OVERVIEW
Fiscal 1999 was the fifth consecutive record year for net sales. MacDermid,
Incorporated (the Corporation) worldwide net sales were $382,648, a 22%
increase in fiscal 1999 over the previous year. The Corporation's commitment
towards strengthening its competitive position in technology and market share
and through cost awareness initiatives was evident in fiscal 1999. New
accounts were gained in every geographic area which more than offset declines
due to a weak electronics market and to a lesser extent the economic effect of
the Asian crisis and the related currency effects from a stronger dollar.
Viatek, a new double sided circuit board process, has experienced excellent
commercial acceptance. Continuing growth from more efficient, environmentally
friendly processes have driven net sales to another all time high. Our latest
acquisition, W Canning plc, was effective from December and added an
incremental four months of sales. Overall net sales would have been up a
further 1% for the year without the negative effect of the stronger dollar on
translated sales.
Fiscal 1999 net earnings of $36,283 or $1.43 per share increased 19% as
compared to fiscal 1998 net earnings of $30,488 or $1.20 per common share.
Growth in net earnings per common share resulted from expenses which increased
at a lesser rate than sales growth and from tax savings as explained later
under Income Taxes and in note #5. Net earnings per common share would have
been $1.44, a 20% increase over last year without the negative effect of
currency translation. Fiscal 1999 was the eighth consecutive record year for
earnings per share.
SALES
1999 VS I998
Overall, net sales increased 22% in fiscal 1999. Excluding the impact of the
Canning acquisition, in North America net sales were up 7.5% in fiscal 1999
over fiscal 1998, principally due to increased equipment business. The
electronics business experienced a weakening economic climate resulting in
lower sales. This was offset by modestly higher sales in the industrial
finishes and plating businesses, leaving proprietary sales flat year-to-year.
Overseas sales were up 7.5% as well, despite a further devaluation of foreign
currencies, as the economic situation in Asia was reflected in a stronger
dollar. Net sales overseas increased 10.4% in local currencies. Both newer,
environmentally friendly products and new accounts continue to fuel European
and Asian growth.
<PAGE>
1998 VS 1997
In North America net sales were up 7% in fiscal 1998 over fiscal 1997,
principally due to increased business resulting from a strong economic
climate. Additionally, certain newer proprietary product lines, which are
more efficient and environmentally friendly, have experienced growing
acceptance. Overseas sales were also up 7%. Sales in local currencies
increased 17%, similar to previous years, but the strength of the dollar
reduced reported sales in dollar terms. Both newer products and new accounts
helped to propel overseas growth, negating any Asian crisis impact to the
Corporation.
COSTS AND EXPENSES
1999 VS 1998
Cost of sales as a percentage of sales increased roughly 4% as changes in
product mix - increased sales in lower margin equipment and lower margins
realized for the four months of the acquired Canning business - had the most
significant impact. A further impact was price pressure in an electronics
product line. Other than these factors margins were similar to previous years
as cost awareness programs and overhead efficiencies continually remain in
focus.
Selling, technical and administrative expenses declined approximately 1%
as a percentage of sales for fiscal 1999 from fiscal 1998. Actual costs,
excluding additional costs from acquisitions, rose 1% as increases for selling
and research were somewhat offset by administrative savings and from currency
translation affects. Interest expense increased 77% over 1998 as additional
borrowings to finance he purchase of W Canning plc was incurred in 1999.
Since the borrowings were only in effect the last four months of 1999 interest
expense for the coming year is likely to be 50% greater than the 1999 level
.
1998 VS 1997
Cost of sales decreased as a percentage of sales. Steady improvement from
assimilating past acquisitions have continued to enhance margins, as well as
ongoing cost awareness programs and related overhead efficiencies and the
proprietary growth of higher margin newer products which are more
efficient and environmentally friendly.
Selling, technical and administrative expenses declined as a percentage of
sales. Actual costs only increased 3% as a result of the Corporation's cost
awareness philosophy, which allows for additional costs only as necessary to
support sales growth and for research programs. Interest expense increased 7%
over 1997, while the preferred dividend requirement was eliminated, resulting
in a net positive impact on earning available to common shareholders.
<PAGE>
INCOME TAXES
The overall effective income tax rate decreased to 32.9% in fiscal 1999 from
36.0% in fiscal 1998 and 38.4% in fiscal 1997. The decrease in the effective
rate for 1999 is a result of continued tax minimization strategies on a
worldwide basis, results of pending tax audits and a favorable earnings mix.
The decrease in the effective rate for 1998 was a result of the
implementation of tax minimization strategies on a worldwide basis.
ACQUISITIONS
During fiscal 1999 the Corporation closed a cash tender offer whereby it
acquired approximately 95% of the outstanding shares of W Canning plc. The
Corporation acquired the remaining shares through a statutory compulsory
procedure completed February 5,1999. This business significantly enhances the
Corporation's industrial products presence worldwide and includes new product
offerings for offshore fluids, sealants and adhesives and fuel and water
additives businesses primarily in North America and Europe. The total
purchase price of approximately $160,000, including closing costs, was
accounted for as a purchase transaction and included inventory, fixed assets,
goodwill and other intangibles. The goodwill (approximately $85,000) is being
amortized over 40 years while the other identifiable intangibles
(approximately $36,000) are being amortized over periods ranging between 6 and
40 years. Additional purchase liabilities were recorded for planned
eliminations of duplicate staffing and facilities which are anticipated to be
largely completed within six months of this balance sheet date. If the amounts
realized are either greater or lesser than the estimated balances provided it
will result in an appropriate reduction or increase to goodwill. The
additional liabilities recorded, approximately $8,275, include $2,000 for
environmental costs (explained more fully elsewhere in this report, see
"environmental activities"), $4,200 for facility reorganization and $2,075 for
employee redundancy costs. The facility closures will occur in Germany (1
site), the United Kingdom (2 sites) and the United States (5 sites) where
duplicate manufacturing, warehouse and administrative efforts exist. Provision
has been made for leases and taxes of approximately $2,800, asset disposals of
$800 and estimated expenses of $600 for disposition of properties. The
Corporation has established a provision for severance costs for approximately
112 employees, who range from entry level staff to senior management, primarily
at the locations above. The acquisition was financed through bank borrowings
from NationsBank N.A., a subsidiary of BankAmerica Corporation, as
administrative agent and a lender under the combined US Dollar and Pound
Sterling six-year term loans and revolving loan agreement. Consolidated
operating results for fiscal 1999 include the results of the W Canning plc
business from December 2,1998.
In addition to the transaction described above, the assets of two separate
small industrial products companies were acquired under purchase accounting
and there was a separate investment made in a joint venture using equity
accounting. Collectively, these other investments were not material to the
financial position or results of operations of the Corporation.
<PAGE>
During fiscal 1998 there were several minor acquisitions which collectively
Are not material to the financial position or results of operations of the
Corporation. The most significant were the Board Fabrication Division of
National Starch and Chemical Company resulting in electronics expansion in
North America and the Twin Lock business resulting in printing expansion in
Europe. Combined the acquisitions were less than 10% of the Corporation's
consolidated total assets and pretax earnings before the acquisitions. The
acquisitions are being accounted for under the purchase method of accounting.
On May 3, 1999 a subsidiary of the Corporation increased its interest in
Galvanevet S.P.A., an Italian specialty chemical company, by an additional
60%, to a total 90% investment. This transaction included: (a) a $7,936 cash
payment and (b) $7,500 that is deferred for a year. The Corporation intends
to purchase the remaining 10% interest within the next year with a final
payment of $2,659 bringing the total purchase price to $25,370.
NEW ACCOUNTING STANDARDS
The FASB recently issued: Statement of Financial Accounting Standards
No. 133, Accounting for Derivative Instruments and Hedging Activities which
replaces existing pronouncements and practices with a single, integrated,
accounting framework for derivatives and hedging activities.
The Corporation is currently evaluating the impact of this standard which is
not expected to have a material effect on the financial position or results
of operations upon adoption when the reporting requirements become effective
beginning with fiscal 2001.
LIQUIDITY & CAPITAL RESOURCES
Cash flows from operations are used to fund dividend payments ($0.08 per
common share for fiscal 1999) to shareholders, working capital requirements
of the Corporation and capital projects. The Corporation has paid cash
dividends continuously since 1948. From time to time the Corporation utilizes
additional outside sources to fund overall needs, including major capital
projects for new and upgraded research and technical, manufacturing and
administrative facilities and for business acquisitions.
During fiscal 1999 cash flows provided by operations, $53,540, were 52%
above the prior year, principally resulting from increased earnings before
depreciation and amortization. In certain years, the Corporation has embarked
on programs which have required significant amounts of funds in excess of
those available from cash flows from operations. During the third quarter of
fiscal 1999, the Corporation purchased W Canning plc for approximately
$160,000 (including closing costs). This purchase is presently financed
through bank borrowing under six-year term loans and a revolving credit
agreement with NationsBank.
<PAGE>
During fiscal 1998 a previous revolving credit facility with Chase Bank was
utilized to effect the redemption ahead of schedule of all of the shares of
preferred stock, including dividends in kind, issued as part of a previous
acquisition. In addition, the revolving credit facility was utilized to
exercise an early buy-out of the performance premium relating to the same
acquisition.
New opportunities for business acquisitions, which become available from time
to time, are evaluated individually as they arise based upon MacDermid's
criteria for technological improvement and innovation, potential for earnings
growth and compatibility with existing distribution channels. Management
intends to pursue those opportunities which have strong potential to enhance
shareholder value.
One such opportunity is the pending merger with Polyfibron Technologies, Inc.
(Polyfibron) which was first announced on February 18, 1999 when a definitive
agreement of merger was executed. The agreement is subject to shareholder, as
well as other regulatory approvals. The Corporation will consummate the
merger by issuing 7.7 million shares of its common stock and assuming
approximately $150,000 of Polyfibron debt. The deal is presently expected to
close at some time during the second quarter of fiscal year 2000. Polyfibron
has a worldwide presence in the graphic arts industry with annual revenues of
approximately $250,000 and the merger is expected to immediately position the
Corporation as a worldwide graphic arts leader.
New capital spending during fiscal 1999 of approximately $5,442 as compared
with $8,342 in fiscal 1998 and $6,914 in fiscal 1997, included new, as
well as upgraded, manufacturing facilities worldwide and replacement of
technical equipment. For fiscal 2000, planned new capital projects total
approximately $15,000.
The Board of Directors has, from time to time, authorized the purchase of
issued and outstanding shares of the Corporation's common stock for its
treasury. On July 22,1998 the Board of Directors authorized the purchase of
up to an additional 1,000,000 shares of the Corporation's common stock, then,
on February 17,1999 the Board of Directors reduced this authorization to
250,000. Pursuant to this, and previous authorizations, MacDermid acquired
98,234 shares during fiscal 1999 and 330,024 shares during fiscal 1998 in
privately negotiated purchases. Treasury shares may be used for transfer or
sale to employee benefit plans, business acquisitions or for other Corporate
purposes. The outstanding authorization to purchase up to 234,120 shares, if
exercised at the NYSE closing price on March 31, 1999, would cost
approximately $7,945.
The Corporation's financial position remains strong and, other than the
satisfaction of debt obligations, there are no long-range commitments which
would have a significant impact upon results of operations, financial
condition or liquidity. At March 31, 1999 the Corporation had domestic and
foreign short-term uncommitted credit lines with banks approximating $55,000
in addition to a domestic $75,000 committed revolving credit line.
Management believes that additional borrowing could be obtained if needed.
<PAGE>
<TABLE>
The principal sources and uses of cash in fiscal years 1999, 1998
and 1997 were as follows:
<CAPTION>
1999 1998 1997
------------------------------------------
<S> <C> <C> <C>
Cash provided by:
Operations $ 53,540 $ 35,335 $ 37,437
Proceeds from dispositions of
fixed assets and certain
business 101 665 1,508
Option exercises 162 1,690 958
Net increase in borrowings 135,208 2,258 -
-----------------------------------------
$189,011 $ 39,948 $ 39,903
=========================================
Cash used for:
Capital expenditures $ 5,442 $ 8,342 $ 6,914
Business acquisitions 165,414 25,130 -
Purchase of treasury shares 3,508 7,196 8,970
Dividend payments 2,011 1,752 1,641
Net decrease in borrowings - - 24,316
Other - net 699 509 365
-----------------------------------------
$177,074 $ 42,929 $ 42,206
-----------------------------------------
Net decrease (increase)
in cash balances $ 11,937 $ (2,981) $ (2,303)
=========================================
</TABLE>
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.
<PAGE>
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 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 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 expects that evaluation of its mission critical
business systems throughout the world will be completed by September 30,1999.
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 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.
<PAGE>
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 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. The Corporation
hopes to complete the confirmation process by July 1, 1999. For any supplier
found not to be Y2K compliant, the Corporation is in the process of
identifying an alternate suppliers
The design of company manufactured equipment that is 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.
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. Telephone and voice mail systems at
facilities in the U.S. are believed to be materially compliant. Security,
fire, heating, cooling and related systems in the U.S. are expected to be
compliant in all material respects by September 30,1999. 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. or Europe 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.
<PAGE>
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
$2,000 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.
ENVIRONMENTAL ACTIVITIES
The Corporation continues its commitment to an active program of environmental
responsibility through its Environmental Initiative 2000 program, research and
development of alternative, environmentally safer products and installation of
equipment to reduce or eliminate emissions. The Corporation sponsors community
clean-up programs and promotes community awareness of environmental issues.
An environmental consultant retained by the Corporation conducts periodic
audits and submits appropriate recommendations to the Corporation.
The Corporation continuously conducts research to formulate products which are
environmentally friendly and which provide superior operating characteristics
in customer applications and many companies have come to it for assistance in
meeting their environmental needs. Environmental expenditures that relate to
current operations are expensed; long-term betterments are capitalized. The
Expenditure by the Corporation for these various programs is estimated to be
approximately a million dollars per year.
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 reserved $200 as 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 liability and that future cash outlays are unlikely to
be material to financial condition, results of operations or cash flows.
As a result of the December 1998 acquisition of W Canning plc, the
Corporation has acquired two sites which are believed to require environmental
remediation activities. The Corporation has available to it certain
indemnifications from the previous owners of the sites, including a set-off
against the final installment of the purchase price owed by Canning. However,
the Corporation's best estimate of the remedial costs for the sites, based
upon phase I and phase II environmental investigations and remediation
<PAGE>
estimates produced by remediation contractors, indicates that the
Corporation's gross liability may exceed the collectible indemnification by
approximately $2,000. As a result, the Corporation has recorded a reserve in
that amount. The liabilities pertaining to the Canning sites are expected to
be incurred within the next three years, and the Corporation expects to
recognize contemporaneously its recovery from its indemnification sources.
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 the Corporation 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. It is the Corporation's
policy to accrue liabilities of this regard when it is both probable a
liability has been incurred and the cost is reasonably estimable in accordance
with Statement of Financial Accounting Standards No. 5, "Accounting for
contingencies."
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.
Readers 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, 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 various times in various markets.
The Corporation operates throughout the world in areas generally considered
stable. Sales are mainly to companies whose outputs become components in
consumer and industrial products having wide application and demand and no one
customer accounts for a material proportion of sales. Management believes
that inflation, generally, has had little overall impact upon the
Corporation's operations and reported earnings. While there may be temporary
disruptions of economic stability, management believes that their long-term
effects will not be significant to the Corporation.
<PAGE>
<TABLE>
CONSOLIDATED STATEMENTS OF EARNINGS
(In thousands except share and
per share amounts) Year Ended March 31
------------------------------------
<CAPTION>
1999 1998 1997
------------------------------------
<S> <C> <C> <C>
Net sales $382,648 $314,058 $293,720
Cost of Sales 192,961 152,189 144,281
------------------------------------
Gross profit 189,687 161,869 149,439
Selling, technical and
administrative expenses 125,736 106,264 102,728
------------------------------------
Operating profit 63,951 55,605 46,711
Other income (expense):
Interest income 2,221 655 666
Interest expense (13,721) (7,758) (7,277)
Miscellaneous, net 1,612 (396) (1,383)
------------------------------------
(9,888) (7,499) (7,994)
------------------------------------
Earnings before income taxes 54,063 48,106 38,717
Income taxes (note 5) 17,780 17,309 14,871
------------------------------------
Net Earnings 36,283 30,797 23,846
Preferred dividends - (309) (1,836)
------------------------------------
Net earnings available for
common shareholders $ 36,283 $ 30,488 $ 22,010
====================================
Net earnings per common
share (note 1):
Basic $1.44 $1.22 $0.89
====================================
Diluted $1.43 $1.20 $0.85
====================================
Weighted average number of common
shares outstanding (note 1):
Basic 25,136,712 24,976,931 24,735,191
=====================================
Diluted 25,427,288 25,483,844 25,912,677
=====================================
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands)
Year Ended March 31
------------------------------------
<CAPTION>
1999 1998 1997
------------------------------------
<S> <C> <C> <C>
Net earnings available for
common shareholders $36,283 $30,488 $22,010
Other comprehensive income:
Cumulative foreign currency
translation 493 (3,234) (960)
Available-for-sale securities
unrealized loss-net of taxes (174) - -
------------------------------------
Comprehensive income $36,602 $27,254 $21,050
</TABLE>
<PAGE>
<TABLE>
CONSOLIDATED BALANCE SHEETS
ASSETS
(In thousands, except share and per March 31
share amounts) ---------------------
<CAPTION>
1999 1998
---------------------
<S> <C> <C>
Current assets:
Cash and equivalents $ 15,486 $ 3,549
Available-for-sale-securities 968 4,729
Accounts receivable, less allowance for
doubtful receivables of $6,411 and $3,598 108,619 72,675
Inventories (note 2) 56,049 49,639
Prepaid expenses 3,182 2,255
Deferred income taxes (note 5) 5,070 3,970
---------------------
189,374 136,817
Total current assets ---------------------
Property, plant and equipment, at cost:
Land and improvements 6,623 3,798
Buildings and improvements 38,373 33,655
Machinery, equipment and fixtures 64,209 50,340
---------------------
109,205 87,793
Less accumulated depreciation and amortization 49,966 44,847
---------------------
Net property, plant and equipment 59,239 42,946
---------------------
Goodwill, net of accumulated amortization of
$14,604 and $9,495 168,991 87,856
Patents, trademarks and other intangibles, net of
accumulated amortization of $6,021 and $3,999 53,849 15,692
Deferred income taxes (note 5) 3,295 177
Other assets, net 31,531 16,772
---------------------
$506,279 $300,260
=====================
</TABLE>
<PAGE>
<TABLE>
LIABILITIES & SHAREHOLDERS' EQUITY
(In thousands except share and
per share amounts) March 31
---------------------
<CAPTION>
1999 1998
---------------------
<S> <C> <C>
Current liabilities:
Notes payable (note 3) $ 3,700 $ 9,962
Current installments of long-term
obligations (note 7) 27,658 12,442
Accounts payable 43,523 24,603
Dividends payable 503 502
Accrued compensation 8,974 10,103
Accrued expenses, other 30,195 22,681
Income taxes (note 5) 11,572 5,710
---------------------
Total current liabilities 126,126 86,003
---------------------
Long-term obligations (note 7) 231,009 103,983
Accrued postretirement benefits,
Less Current Portion (note 4) 6,459 4,291
Deferred income taxes (note 5) 581 345
Minority interest in subsidiary 65 93
Shareholders' equity (note 8):
Common stock. Authorized 75,000,000 shares;
issued 39,413,159 shares in 1999 and 39,265,488
shares in 1998 at stated value of $1.00 per
share 39,413 39,265
Additional paid-in capital 5,263 -
Retained earnings 158,315 124,043
Accumulated other comprehensive income
Equity adjustment from foreign currency
translation (2,667) (3,160)
Equity adjustment from securities
holding loss (174) -
Less cost of 14,267,816 and 14,169,582 common
shares in treasury (58,111) (54,603)
---------------------
Total shareholders' equity 142,039 105,545
---------------------
Contingencies and commitments (notes 1, 9 and 10)
$506,279 $300,260
=====================
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands) Year Ended March 31
---------------------------
<CAPTION>
1998 1997 1996
---------------------------
<S> <C> <C> <C>
Cash flows from operating activities:
Net earnings available to
common shareholders $ 36,283 $ 30,488 $ 22,010
Adjustments to reconcile net earnings to net
cash provided by operating activities:
Depreciation 7,089 5,832 5,463
Amortization of goodwill and other
intangible assets 7,505 5,410 4,787
Provision for bad debts 1,383 817 547
Deferred income taxes 190 2,004 (184)
Changes in assets and liabilities net of
effects from acquisitions and dispositions:
Decrease (increase) in receivables (2,792) (11,689) 2,373
Decrease (increase) in inventories 1,839 (8,434) (2,955)
Decrease (increase) in prepaid expenses (939) (85) 669
Increase (decrease) in accounts payable 7,749 4,071 1,624
Increase (decrease) in accrued expenses (9,916) 10,442 4,563
Increase (decrease) in income tax
liabilities 2,449 (690) 768
Other 2,700 (2,831) (2,228)
---------------------------
Net cash flows provided by operating
activities 53,540 35,335 37,437
---------------------------
Cash flows from investing activities:
Capital expenditures (5,442) (8,342) (6,914)
Proceeds from disposition of fixed assets 101 665 871
Purchase/sale of available-for-sale
securities (261) - -
Acquisitions of businesses
(disposition in 1997) (165,414) (25,130) 637
---------------------------
Net cash flows used in investing
activities (171,016) (32,807) (5,406)
---------------------------
Cash flows from financing activities:
Short-term (repayments) borrowings -net (5,847) 1,443 4,459
Long-term borrowings 317,355 53,622 2,000
Long-term repayments (176,300) (20,062) (30,775)
Preferred stock redemption - (32,745) -
Exercise of stock options 162 1,690 958
Acquisition of treasury stock (note 8) (3,508) (7,196) (8,970)
Dividends paid (2,011) (1,752) (1,641)
---------------------------
Net cash flows provided by (used in)
financing activities 129,851 (5,000) (33,969)
---------------------------
Effect of exchange rate changes on cash
and equivalents (438) (509) (365)
----------------------------
Net increase (decrease) in
cash and cash equivalents 11,937 (2,981) (2,303)
Cash and cash equivalents at beginning of year 3,549 6,530 8,833
----------------------------
Cash and cash equivalents at end of year $ 15,486 $ 3,549 $ 6,530
============================
Cash paid for interest $ 13,454 $ 7,551 $ 7,106
============================
Cash paid for income taxes $ 11,101 $ 11,552 $ 15,391
============================
See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
(In thousands, except share data)
Shareholders' Equity (note 8)
<CAPTION>
Accum-
ulated
Addit- Other Total
ional Compre- Share-
Common Paid in Retained hensive Treasury holders'
Stock Capital Earnings Income Stock Equity
------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Balance at
March 31, 1996 4,200 3,456 95,564 1,034 (38,437) 65,817
Stock options 59 1,595 - - - 1,654
Stock awards 8 670 - - - 678
Net earnings - - 22,010 - - 22,010
Cash dividends - - (1,641) - - (1,641)
Tax benefit (note 5) - 444 - - - 444
Three for one split 8,533 (5,206) (3,327) - - 0
Change in subsidiary
fiscal year end - - 1,026 - - 1,026
Currency translation - - - (960) - (960)
Shares acquired - - - - (8,970) (8,970)
------ -------- ------- ------- -------- --------
Balance at
March 31, 1997 12,800 959 113,632 74 (47,407) 80,058
------ -------- ------- ------- -------- --------
Stock options 240 1,999 - - - 2,239
Stock awards 48 1,273 - - - 1,321
Net earnings - - 30,488 - - 30,488
Cash dividends - - (1,752) - - (1,752)
Tax benefit (note 5) - 3,621 - - - 3,621
Three for one split 26,177 (7,852) (18,325) - - 0
Currency translation - - - (3,234) - (3,234)
Shares acquired - - - - (7,196) (7,196)
------ -------- ------- ------- -------- --------
Balance at
March 31, 1998 39,265 0 124,043 (3,160) (54,603) 105,545
------ -------- ------- ------- -------- --------
Stock options 90 341 - - - 431
Stock awards 58 1,343 - - - 1,401
Net earnings - - 36,283 - - 36,283
Cash dividends - - (2,011) - - (2,011)
Tax benefit (note 5) - 3,579 - - - 3,579
Currency translation - - - 493 493
Securities
holding loss - - - (174) - (174)
Shares acquired - - - - (3,508) (3,508)
------ -------- ------- ------- -------- --------
Balance at
March 31, 1999 39,413 5,263 158,315 (2,841) (58,111) 142,039
------ -------- ------- ------- -------- --------
------ -------- ------- ------- -------- --------
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) Principles of Consolidation. The accompanying consolidated
financial statements include accounts of the parent corporation and
all of its domestic and foreign subsidiaries. Certain foreign
subsidiaries were in previous years, for practical purposes, included
on a calendar year basis. For those subsidiaries the fiscal year end was
changed to coincide with the parent corporation, beginning with
fiscal year 1997. The results of the quarter ended March 31, 1996,
earnings of $1,026 on revenues of $12,820, were credited directly
to retained earnings to effect this changeover. All significant
intercompany accounts and transactions have been eliminated in consolidation.
(b) Use of Estimates. The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date
of the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.
(c) Reclassifications. Certain amounts in the 1998 consolidated balance sheet
and five year selected data have been restated to conform with the 1999
presentation.
<PAGE>
(d) Cash and Cash Equivalents. For the purpose of the consolidated
statements of cash flows, the Corporation considers all highly liquid debt
instruments purchased with an initial maturity of three months or less to be
cash equivalents.
(e) Inventories. Inventories are stated at the lower of cost
(average moving cost) or replacement market.
(f) Property, Plant and Equipment. Property, plant and equipment
are stated at cost. Depreciation and amortization of property,
plant and equipment are provided over the estimated useful lives of
the respective assets, principally on the straight-line basis.
Expenditures for maintenance and repairs are charged directly to
expense; renewals and betterments, which significantly extend the
useful lives, in general are capitalized. Costs and accumulated
depreciation and amortization on assets retired or disposed of are
removed from the accounts and the gains or losses resulting
therefrom, if any, are credited or charged to earnings.
(g) Intangible Assets. Various intangible assets are amortized on a straight
line basis over their estimated useful lives as determined by an appropriate
valuation. The present amortization periods range between 15 and 40 years for
patents and trademarks and between 5 and 30 years for other separately
identified intangible assets. Specifically, goodwill is amortized on a
straight line basis over its estimated period of benefit; for smaller
businesses generally no longer than 15 years, for divisions of larger
corporations generally 25 years and for long established companies generally
40 years. The present goodwill amortization periods range between 5 and 40
years. Accumulated amortization of goodwill was $14,604 and $9,495 at March
31,1999 and 1998, respectively. As required by Statement of Financial
Accounting Standards No. 121, Accounting for the Impairment of Long-Lived
Assets and Long-Lived Assets to Be Disposed Of (SFAS121) the Corporation
evaluates the carrying value of intangible assets at each balance sheet date
to determine if impairment exists based upon estimated undiscounted future
cash flows. The impairment, if any, is measured by the difference between
carrying value and estimated fair value and charged to expense in the period
identified. The remaining amortization periods are periodically evaluated and
would be revised if considered necessary.
(h) Employee Benefits. The Corporation sponsors a variety of
employee benefit programs, most of which are non-contributory.
<PAGE>
Retirement. Pension, profit sharing and other retirement plans
generally are non-contributory and cover substantially all employees.
Domestically, the Corporation funds a defined benefit pension
plan and, overseas, maintains a defined contribution plan.
The projected unit credit actuarial method is used for financial
reporting purposes. In addition, the Corporation contributes to profit
sharing and employee stock ownership plans which provide retirement
benefits based upon amounts credited to employee accounts within
the plans. The Corporation's funding policy for qualified plans
is consistent with federal or other regulations and customarily equals
the amount deducted for income tax purposes. Foreign subsidiaries
contribute to plans which may be administered privately or by government
agencies in accordance with local regulations.
Postretirement. The Corporation currently has accrued postretirement
health care benefits for most U.S. employees. The postretirement health
care plan is unfunded.
Postemployment. The Corporation currently accrues for postemployment
disability benefits to employees meeting specified service requirements.
The postemployment benefits plan is unfunded.
(i) Comprehensive Income. Statement of Financial Accounting
Standards No. 130, Reporting Comprehensive Income (SFAS130) establishes
standards for reporting and display of comprehensive income in the financial
statements. In fiscal 1999 the Corporation adopted SFAS130 with a separate
financial statement, consolidated Statement of Comprehensive Income, which
identifies the components of comprehensive income separately. The accumulated
currency translation adjustment for foreign operations and adjustment for fair
value on holding available- for-sale securities are shown separately on the
Consolidated Balance Sheet. See also notes #1 (j) and #1 (k).
(j) Fair Value of Financial Instruments. Statement of Financial
Accounting Standards No. 107, Disclosures about Fair Value of Financial
Instruments (SFAS107) requires that reporting entities provide,
to the extent practicable, the fair value of financial instruments,
both assets and liabilities. The carrying amounts for the Corporation's
financial instruments approximate fair value because of the short maturity of
those instruments and due to the interest rate at year end approximating that
for similar instruments.
Interest rate swap agreements are employed by the Corporation
to optimize borrowing costs by reducing exposure of
possible future changes in interest rates. Net receipts or payments on
the swap are accrued and recognized as adjustments to interest expense.
The estimated fair value of these financial instruments at March 31, 1999
is $289 based on the quoted market price from the bank holding the
instruments.
<PAGE>
Statement of Financial Accounting Standards No. 115, Accounting for Certain
Investments in Debt and Equity Securities (SFAS 115) requires that reporting
entities show changes in fair value of available-for-sale securities held.
Accordingly, the Corporation has shown the appropriate carrying amounts and
adjustment thereto in the financial statements. The adjustment resulted in an
after-tax decrease in equity of $174 for fiscal 1999.
(k) Foreign Operations. The balance sheet accounts of foreign
subsidiaries are translated into U.S. dollars at year-end rates of
exchange while revenue and expense accounts are translated at
weighted average rates in effect during the periods. Translation of
the financial statements resulted in an increase in equity of $493
in 1999 and a decrease in equity of $3,234 in 1998 and $960 in 1997.
Gains and losses on foreign currency transactions are included in the
consolidated statements of earnings, resulting in a gain of $251 in 1999
and a loss of $39 and $60 in 1998 and 1997, respectively.
(l) Revenue Recognition. Sales are recorded when products are shipped to
customers. Commissions and royalties are recorded when earned.
(m) Research and Development. Research and development costs, charged
to expenses as incurred, were $12,523 $12,028, and $10,850 in 1999, 1998
and 1997, respectively.
(n) Income Taxes. The provision for income taxes includes Federal,
foreign, state and local income taxes currently payable and those
deferred because of temporary differences between the financial
statement and tax bases of assets and liabilities. No provision
for deferred income taxes is made with respect to equity adjustments
from foreign currency translation or to undistributed earnings of
subsidiaries which, in management's opinion, will be permanently
reinvested or repatriated at a minimal tax cost to the Corporation.
Foreign tax credits are recorded as a reduction of the provision for
Federal income taxes in the year realized.
<PAGE>
(o) Stock-based Plans. Effective April 1, 1996 the Corporation
adopted the disclosure requirements of Statement of Financial
Accounting Standards No 123, Accounting for Stock Based Compensation
(SFAS123). As permitted under SFAS 123, the Corporation continues to apply
the recognition provisions of APB25, Accounting for Stock Issued to Employees.
Accordingly, compensation expense is measured as the difference between the
fair value of the shares and the exercise price on the measurement date. Pro
forma net income and per share amounts are presented in the Employee Stock
Incentive Plans note as if the alternative fair value method of accounting
provided for under SFAS123 had been applied to options granted after March
31,1995
(p) Common Share Data. Statement of Financial Accounting Standards No. 128,
Earnings Per Share (SFAS 128) requires the presentation of basic
and diluted earnings per share. Comparative references to earnings per
common share (EPS) and weighted average common shares outstanding have been
restated to reflect the adoption of SFAS128. EPS is calculated based upon
net earnings available for common shareholders after deduction for preferred
dividends. The computation of basic EPS is based upon the weighted average
number of common shares outstanding during the period. Diluted EPS is
computed based upon the weighted average number of common shares outstanding
plus the effect of all dilutive contingently issuable common shares from
stock options and stock awards that were outstanding during the period.
In addition, net earnings per common share, dividend amounts declared
and share market price have been restated to give retroactive effect to
three-for-one stock split as of February 6, 1998 and November 15, 1996.
<PAGE>
(q) Recent Accounting Standards. The following new accounting standards did
not affect results of operations or financial position but did affect
disclosures: Information required by Statement of Financial Accounting
Standards No. 129, Disclosure of Information About Capital Structure (SFAS129)
can be found on the Consolidated Statements of Changes in Shareholders' Equity
and in notes to the Consolidated Financial Statements #4 and #8. Information
required by Statement of Financial Accounting Standards No. 131, Disclosures
about Segments of an Enterprise and Related Information (SFAS 131) can be
found in note #6. Information required by Statement of Financial Accounting
Standards No. 132, Employers' Disclosures About Pensions and Other
Postretirement Benefits (SFAS132) can be found in note #4
In June, 1998, the FASB issued Statement of Financial Accounting Standard No.
133, Accounting for Derivative Instruments and Hedging Activities (SFAS133).
This statement establishes accounting and reporting standards for derivative
instruments and hedging activities and requires reporting entities to
recognize all derivatives as either assets or liabilities in the statement of
financial position and measure those instruments at fair value. The
Corporation is currently evaluating the impact of this standard which is
effective beginning fiscal 2001 and is not expected to have a material effect
to the financial statements.
(r) Acquisitions. In December 1998 the Corporation closed its cash tender
offer whereby it acquired approximately 95% of the outstanding shares of W
Canning plc. The Corporation acquired the remaining shares through a
statutory compulsory procedure completed February 5,1999, thereby acquiring
the international specialty chemical company. Based in Birmingham, England,
the business consists principally of the manufacture, sale and technical
servicing of proprietary products including surface finishing, offshore
fluids, sealants and adhesives and fuel and water additives. The total
purchase price of approximately $160,000, including closing costs, included
inventory, fixed assets, goodwill (approximately $85,000) and other
intangibles (approximately $36,000) and was accounted for as a purchase
transaction. The goodwill is being amortized over 40 years while the other
separately identifiable intangibles are being amortized over periods ranging
between 6 and 40 years. The goodwill reflects adjustments necessary to
allocate the purchase price to the fair value of the assets acquired,
liabilities assumed and additional purchase liabilities recorded. Additional
purchase liabilities were recorded for planned eliminations of duplicate
staffing and facilities which are anticipated to be largely completed within
six months of this balance sheet date. If the amounts realized are either
greater or lesser than the estimated balances provided it will result in an
appropriate reduction or increase to goodwill. The additional liabilities
recorded, approximately $8,275, include $2,000 for environmental costs
(explained more fully elsewhere in this report, see "environmental
activities"), $4,200 for facility reorganization and $2,075 for employee
redundancy costs. The facility closures will occur in Germany (1 site), the
United Kingdom (2 sites) and the United States (5 sites) where duplicate
manufacturing, warehouse and administrative efforts exist. Provision has been
made for leases and taxes of approximately $2,800, asset disposals of $800 and
estimated expenses of $600 for disposition of properties. The Corporation has
established a provision for severance costs for approximately 112 employees,
who range from entry level staff to senior management, primarily at the
locations above.
<PAGE>
At March 31,1999, the liabilities of approximately $6,000 for reorganization
and redundancy and $2,000 for environmental remained on the Consolidated
Balance Sheet. Consolidated operating results for fiscal 1999 include the
results of the W Canning plc business from December 2,1998.
The following table shows the detail of the acquisition reserves balance
included in other accrued liabilities on the Consolidated Balance Sheets.
<TABLE>
(In thousands)
<CAPTION>
Initial Balance
Nature Amount Paid 3/31/99
------ --------------------------------
<S> <C> <C> <C>
Facilities:
US (5 sites) $3,550 $ 0 $3,550
Overseas (3 sites) 650 0 650
Redundancies
US (75 individuals) 725 25 700
Overseas (37 individuals) 1,350 0 1,350
Environmental 2,000 0 2,000
------ ------- ------
Total $8,275 $ 25 $8,250
</TABLE>
The following unaudited pro forma summary of consolidated results is presented
as if the acquisition had occurred on April 1, 1997 after giving effect to
certain pro forma adjustments, including recognition of additional interest
expense on debt to acquire the business, amortization of goodwill and other
intangibles, the effects of purchase price allocations and related tax
effects.
<TABLE>
(In thousands, except per share amounts)
(unaudited)
<CAPTION>
1999 1998
-----------------------
<S> <C> <C>
Net sales $474,980 $437,739
Net earnings 36,692 31,943
Earnings per common share $1.44 $1.25
</TABLE>
The pro forma financial information is presented for informational purposes
only and is not necessarily indicative of the results which would have
occurred if the acquisition had commenced at that date, nor are they
indicative of future results.
<PAGE>
In fiscal 1998 there were several minor acquisitions, the most significant
were; The Board Fabrication Division of National Starch and Chemical Company
and Twin Lock B.V. of the Netherlands. Collectively, all acquisitions were
less than 10% of the Corporation's consolidated total assets and pretax
earnings before the acquisition and they are not material to the financial
position or results of operations of the Corporation. The acquired businesses
primarily enhance sales to North American electronics and European printing
customers and have been included in the consolidated operating results since
October 1, 1997. The acquisitions are being accounted for as purchase
transactions including receivables, inventory, fixed assets, goodwill (being
amortized over 5-25 year periods) and other intangibles.
On May 3, 1999 a subsidiary of the Corporation increased its interest in
Galvanevet S.P.A., an Italian specialty chemical company, by an additional
60%, to a total 90% investment. This transaction included: (a) a $7,936 cash
payment and (b) $7,500 that is deferred for a year. The Corporation intends
to purchase the remaining 10% interest within the next year with a final
payment of $2,659 bringing the total purchase price to $25,370.
2. INVENTORIES
<TABLE>
The major components of inventory at March 31 were as follows:
<CAPTION>
(In thousands) 1999 1998
----------------------
<S> <C> <C>
Finished goods $29,405 $27,197
Raw materials and supplies 26,644 22,442
----------------------
$56,049 $49,639
======================
</TABLE>
3. NOTES PAYABLE
Notes payable at March 31, 1999 consisted of $3,700 of outstanding
borrowings under available lines of credit aggregating approximately
$55,000. The terms of the lines of credit generally provide for
interest rates at or below the prime rate on the date of borrowing
domestically and, for foreign company borrowings, rates that vary
with base rates in each currency. The lines of credit can be
withdrawn at any time at the option of the banks. The weighted
average interest rates on short-term borrowings outstanding were
3.8% and 6.2% at the end of 1999 and 1998, respectively.
<PAGE>
4. EMPLOYEE BENEFIT & STOCK OPTION PLANS
Pension, Postretirement & Postemployment Benefits
The Corporation has defined benefit pension, defined contribution
profit sharing and employee stock ownership plans for substantially
all its domestic employees. Aggregate amounts charged to earnings for
these plans were $1,442, $1,684 and $1,566 in 1999, 1998 and 1997,
respectively.
Pension. The domestic pension plan provides retirement benefits based
upon years of service and compensation levels. Plan assets at fair
value consist primarily of listed stocks, bonds and guaranteed
investment contracts, and included 393,255 shares of the
Corporation's common stock having a market value of $13,346 and
$11,306 at March 31, 1999 and 1998, respectively. As a result of the
acquisition of W Canning plc, the Corporation now also has a retirement and
death benefit plan covering employees located in Great Britain. As of April
6, 1997, this plan converted from a defined benefit to a defined contribution
basis for pensionable service after that date. The obligation has been
recognized for past service benefits which continue on the defined benefit
basis. The Corporation's other foreign subsidiaries maintain benefit plans
that are consistent with statutory practices and are not significant.
Postretirement benefits. The Corporation sponsors a defined
benefit postretirement medical and dental plan (unfunded) that
covers all of its domestic full-time employees, hired prior to April 1, 1997,
who retire after age 55 with at least 10 to 20 years of service (depending
upon the date of hire). Employees retiring after March 31, 1998 are required
to contribute toward the cost of the plan until they attain age 65. The
Corporation's subsidy level is subject to a cap which increases 3% each year.
Retirees will be required to contribute the plan cost in excess of the cap in
addition to other required contributions.
The projected benefit obligation for the postretirement plan at
March 31, 1999 comprised 26% retirees, 3% fully eligible active
participants and 71% other active participants. The annual
increase in cost is 3.0% for postretirement medical benefits (no
assumed rate increase for dental benefits since it is a scheduled
plan) since the Corporation's contributions are at the defined cap.
The medical cost trend rate assumption has no effect on the
amounts reported due to the cap on contributions paid by the
Corporation.
Postemployment benefits. The Corporation sponsors a defined
benefit postemployment compensation continuation plan that covers
all of its full time domestic employees. Employees who have
completed at least six months of service, become permanently
disabled and are unable to return to work are eligible to receive a
benefit under the plan. The benefit may range from one week to a
maximum of six months of compensation. The estimated ongoing additional
after-tax annual cost is not material.
<PAGE>
<TABLE>
The following table sets forth the components of the pension and
postretirement benefit plans with respect to the Consolidated Balance
Sheets for the years ended March 31:
(in thousands)
<CAPTION>
Post
Retirement
Pension Benefits Benefits
------------------------------------ ----------------
1999 1998 1999 1998
---- ---- ---- ----
Domestic Foreign Domestic Foreign Domestic Domestic
-------- ------- -------- ------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Reconciliation of
Projected Benefit
Obligation:
Projected benefit
obligation at
beginning of year $31,104 $ 0 $24,375 N/A $ 4,218 $ 4,299
Service cost
(benefits earned
during the period) 1,477 211 1,286 N/A 83 64
Interest cost on the
projected benefit
obligation 2,155 836 1,959 N/A 296 292
Liability increase
due to acquisition 94 43,942 0 N/A 0 0
Actuarial (gain)/
loss excluding
assumption change 100 987 2,180 N/A 291 (191)
Actuarial (gain)/
loss due to
assumption change 1,320 0 2,205 N/A 0 0
Benefits paid (1,024) (656) (901) N/A (440) (246)
Translation
difference 0 (1,556) 0 N/A 0 0
Projected benefit -------- -------- -------- ---- -------- --------
obligation at end
of year 35,226 43,764 31,104 N/A 4,448 4,218
-------- -------- -------- ---- -------- --------
Reconciliation of
Fair Value of
Plan Assets:
Fair value of plan
assets at beginning
of year 36,210 0 23,871 N/A 0 0
Actual return on Plan
assets (net of
expenses) 4,848 865 11,905 N/A 0 0
Acquisition 0 48,061 0 N/A 0 0
Employer contribution 1,709 90 1,335 N/A 440 246
Plan participants
contribution 0 60 0 N/A 0 0
Benefits paid (1,024) (655) (901) N/A (440) (246)
Translation difference 0 (1,726) 0 N/A 0 0
Fair value of plan -------- -------- -------- ---- -------- --------
assets at end of year 41,743 46,695 36,210 N/A 0 0
Funded Status -------- -------- -------- ---- -------- --------
Funded status 6,517 2,931 5,106 N/A (4,448) (4,218)
Unrecognized net
actuarial (gain)/loss (4,793) (1,052) (4,709) N/A 578 286
Unamortized prior
service cost 269 0 233 N/A 0 0
Unrecognized
transition obligation
(asset)/Obligation (458) 0 (686) N/A 0 0
-------- -------- -------- ---- -------- --------
Accrued benefit cost $1,535 $1,879 $ (56) N/A $(3,870) $(3,932)
-------- -------- -------- ---- -------- --------
Weighted Average -------- -------- -------- ---- -------- --------
Assumptions:
Discount rate 6.75% 6.0% 7.0% N/A 6.75% 7.0%
Rate of compensation
increase 5.0% 6.0% 5.0% N/A N/A N/A
Long-term rate of
return on assets 9.0% 8.0% 9.0% N/A N/A N/A
Annual increase in
cost of medical
benefits N/A N/A N/A N/A 3.0% 3.0%
</TABLE>
<PAGE>
<TABLE>
The following table sets forth the components of the pension and
postretirement benefit plans with respect to the Consolidated Statements
of Earnings for the years ended March 31:
(in thousands)
<CAPTION>
Pension Benefits
-------------------------------------------------------
1999 1998 1997
---- ---- ----
Domestic Foreign Domestic Foreign Domestic Foreign
-------- ------- -------- ------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Net Periodic
Benefit Expense:
Service cost (benefits
earned during the
period) $1,477 $ 211 $1,286 N/A $1,092 N/A
Interest cost on the
projected benefit
obligation 2,155 836 1,959 N/A 1,741 N/A
Expected return on
plan assets (3,256) (1,080) (2,145) N/A (1,874) N/A
Amortization of prior
service cost 58 0 50 N/A 50 N/A
Amortization of
transition obligation (229) (168) (229) N/A (229) N/A
Recognized actuarial
(gain)/loss (87) 15 19 N/A 83 N/A
Net periodic ------- ------- ------- --- ------- ---
benefit cost $ 118 $ (186) $ 940 N/A $ 863 N/A
------- ------- ------- --- ------- ---
------- ------- ------- --- ------- ---
</TABLE>
<PAGE>
<TABLE>
The following table sets forth the components of the pension and
postretirement benefit plans with respect to the Consolidated Statements of
Earnings for the years ended March 31:
(in thousands)
<CAPTION>
Post Retirement Benefits
-----------------------------------------------
1999 1998 1997
---- ---- ----
Domestic Domestic Domestic
-------- -------- --------
<S> <C> <C> <C>
Net Periodic Benefit Expense:
Service cost (benefits earned
during the period) $ 83 $ 64 $ 56
Interest cost on the projected
benefit obligation 296 292 302
Expected return on plan assets 0 0 0
Amortization of prior service cost 0 0 0
Amortization of transition
obligation 0 0 0
Recognized actuarial (gain)/loss 0 0 0
---- ---- ----
Net periodic benefit cost $379 $356 $369
---- ---- ----
---- ---- ----
</TABLE>
<PAGE>
EMPLOYEE STOCK INCENTIVE PLANS
1992 Plan: In 1993, the Corporation adopted a non-qualified
stock option plan, approved by shareholders in July 1992 (the
1992 plan), for the issuance of up to 2,700,000 shares under which
certain employees have been granted options totaling 2,545,565.
Options granted under the 1992 plan generally are exercisable, at
a price equal to two-thirds of the market price at the grant date,
during a four-year period beginning with the grant date. The
options are exercisable into restricted shares of common stock
which cannot be sold or transferred, except back to the Corporation
at cost, during the four-year period commencing with the
exercise date.
Compensation expense, which is equal to the difference between
the fair market value on the date of an option grant and the
exercise price of shares which may be purchased thereunder, is
amortized over a six-year period. During 1999, 1998, and 1997,
compensation expense relating to this plan was $317, $526 and
$646, respectively.
1995 Plan: In 1996, the Corporation adopted a non-qualified
equity incentive plan, approved by the shareholders in July 1995
(the 1995 plan), for the issuance of up to 900,000 shares under
which certain employees have been granted restricted shares
totaling 452,947, having market prices of $4 3/4 to $31 3/8 on the
dates of grant. All shares of restricted stock issued under the 1995
plan must be held and cannot be sold or transferred, except to
the Corporation for a period of four years from the date of the award.
During 1999, 1998 and 1997, compensation expense relating to this plan
was $1,311, $1,273 and $604, respectively.
Options issued under the Corporation's stock incentive plans and
outstanding at March 31, 1999 have exercise prices ranging from
$1.79 to $21.81, expiring periodically through fiscal 2003, summarized
in the following table as of March 31:
<PAGE>
<TABLE>
<CAPTION>
Number Weighted-average
of Options Exercise Price
========== ================
<S> <C> <C>
Outstanding March 31, 1996 1,856,700 $ 1.97
1997 activity:
Granted 0 -
Exercised (529,332) $ 1.81
Forfeited 0 -
Outstanding at March 31, 1997 1,327,368 $ 2.04
Exercisable at March 31, 1997 1,327,368 $ 2.04
1998 activity:
Granted 0 -
Exercised (787,368) $ 2.15
Forfeited 0 -
Outstanding at March 31, 1998 540,000 $ 1.89
Exercisable at March 31, 1998 540,000 $ 1.89
1999 activity:
Granted 12,065 $21.81
Exercised (90,000) $ 1.79
Forfeited 0 -
Outstanding at March 31, 1999 462,065 $ 2.42
Exercisable at March 31, 1999 462,065 $ 2.42
</TABLE>
<PAGE>
<TABLE>
The following table summarizes information about fixed stock options
outstanding and exercisable at March 31, 1999:
<CAPTION>
Exercise Number Weighted-Average Weighted-Average
Prices Outstanding Remaining Life Exercise Price
------------- ----------- ---------------- ----------------
<C> <C> <C> <C>
$1.79 - $2.00 450,000 2.1 years $ 1.90
$21.81 12,065 3.1 years $21.81
------- --------- ------
462,065 2.1 years $ 2.42
</TABLE>
Had the Corporation used the fair value-based method of
accounting for its stock option plans (beginning in 1996) and
charged compensation cost against income, over the six year
period, based on the fair value at the date of grant consistent with
FAS 123, net earnings and net earnings per common share for
1999, 1998 and 1997 would have been reduced to the following pro
forma amounts:
<TABLE>
(In thousands, except per share amounts)
<CAPTION>
1999 1998 1997
==== ==== ====
<S> <C> <C> <C>
Net earnings
As reported $36,283 $30,488 $22,010
Pro forma $36,257 $30,439 $21,967
Net earnings per common share
Basic
As reported $1.44 $1.22 $0.89
Pro forma $1.44 $1.22 $0.89
Diluted
As reported $1.43 $1.20 $0.85
Pro forma $1.43 $1.19 $0.85
</TABLE>
<PAGE>
The pro forma information above includes stock options granted
since April 1, 1995. Effects of applying FAS 123, using the fair
value-based method of accounting, is not representative of the pro
forma effect on earnings in future years because it does not take
into consideration pro forma compensation expense related to
stock options granted prior to 1996.
The weighted-average grant-date fair value of options, $7.12
for those granted since April 1, 1995, was determined by utilizing the
Black-Scholes option-pricing model and the following key assumptions:
<TABLE>
<CAPTION>
1999 1998 1997
---- ---- ----
<S> <C> <C> <C>
Risk-free interest rate 5.15% N/A N/A
Expected option life 6 years N/A N/A
Expected volatility 46.3% N/A N/A
Dividend yield 0.2% N/A N/A
</TABLE>
5. INCOME TAXES
Earnings before income taxes included foreign earnings of
$26,267, $22,103 and $20,312 for 1999, 1998 and 1997, respectively.
Income tax expense attributable to income from operations for the
years ended March 31 consisted of:
<TABLE>
<CAPTION>
(In thousands) Current Deferred Total
---------------------------------
<S> <C> <C> <C>
1999
----
U.S. Federal $ 7,494 $ 355 $ 7,849
State and local 1,346 153 1,499
Foreign 8,750 (318) 8,432
---------------------------------
Totals $17,590 $ 190 $17,780
=================================
1998
----
U.S. Federal $ 7,189 $ 1,070 $ 8,259
State and local 1,504 475 1,979
Foreign 6,612 459 7,071
---------------------------------
Totals $15,305 $ 2,004 $17,309
=================================
1997
----
U.S. Federal $ 7,738 $ (775) $ 6,963
State and local 1,519 (176) 1,343
Foreign 5,798 767 6,565
---------------------------------
Totals $15,055 $ (184) $14,871
=================================
</TABLE>
<PAGE>
<TABLE>
Income tax expense for the years ended March 31, 1999, 1998 and
1997 differed from the amounts computed by applying the U.S. Federal
statutory tax rates to pretax income from operations as a result of
the following:
<CAPTION>
(In thousands) 1998 1997 1996
---------------------------------
<S> <C> <C> <C>
U.S. Federal statutory tax rate 35% 35% 35%
=================================
Taxes computed at U.S.
statutory rate $18,922 $16,837 $13,551
State income taxes, net of
Federal benefit 974 1,286 873
Foreign tax rate differential (663) (1,029) (1,251)
No tax benefit for loss on
disposition of subsidiary - - 438
Other, net (1,453) 215 1,260
---------------------------------
Actual income taxes $17,780 $17,309 $14,871
=================================
Effective tax rate 32.9% 36.0% 38.4%
=================================
</TABLE>
<PAGE>
<TABLE>
The tax effects of temporary differences that give rise to
significant portions of the deferred tax assets and liabilities at
March 31 are:
<CAPTION>
(In thousands) 1999 1998
------------------
<S> <C> <C>
Deferred tax assets:
Accounts receivable, primarily due to
allowance for doubtful accounts $ 550 $ 660
Inventories 1,321 1,241
Accrued liabilities 833 826
Acquisition accrued liabilities 3,075 -
Employee benefits 4,391 4,249
Other 3,702 1,372
------------------
Total gross deferred tax assets 13,872 8,348
Deferred tax liabilities:
Plant and equipment, primarily due to
depreciation 1,936 1,870
Other 4,152 2,676
------------------
Total gross deferred tax liabilities $6,088 $4,546
------------------
Net deferred asset $7,784 $3,802
==================
</TABLE>
The Corporation has not recognized a deferred tax liability for
the undistributed earnings of foreign subsidiaries that arose in 1999 and
prior years because the Corporation does not expect to repatriate those
earnings in the foreseeable future. A deferred tax liability will be
recognized when the Corporation expects that it will recover those
earnings in a taxable transaction, such as through receipt
of dividends, net of foreign tax credits, or sale of the
investment. At March, 1999, the undistributed earnings of those
subsidiaries were approximately $70,509. A determination of the deferred
tax liability relating to the undistributed earnings of foreign subsidiaries
is not practicable.
During fiscal 1999, 1998 and 1997 the lapse of restrictions upon
stock exercised under the stock option and award plans resulted
in a tax benefit of $3,579, $3,621 and $444, respectively, which were
recorded as increases in additional paid-in capital.
<PAGE>
6. SEGMENT REPORTING
The Corporation operates one business segment which is the development,
manufacture and technical servicing of various types of specialty chemical
processes and related equipment. These chemicals are used for a broad range
of purposes including, but not limited to, finishing metals and non metallic
surfaces, electro-plating metal surfaces, etching, imaging, metallization,
cleaning, printing plates and offshore fluids. Worldwide operations are
summarized by geographic region in the following table:
<TABLE>
<CAPTION>
United Other Asia
States Americas European Pacific Consolidated
-----------------------------------------------------
(In thousands) 1999
-----------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net sales to
unaffiliated
customers $199,946 $11,543 $99,472 $71,696 $382,648
Operating profit 37,494 3,526 11,322 11,609 63,951
Identifiable assets 342,482 2,037 115,099 46,661 506,279
1998
-----------------------------------------------------
Net sales to
unaffiliated
customers $169,552 $14,017 $57,562 $72,562 $314,058
Operating profit 30,234 4,602 9,017 11,752 55,605
Identifiable Assets 219,572 1,990 40,137 38,561 300,260
1997
-----------------------------------------------------
Net sales to
unaffiliated
customers $158,868 $12,914 $55,969 $65,969 $293,720
Operating profit 22,840 4,519 8,482 10,870 46,711
Identifiable Assets 191,095 1,888 30,122 37,873 260,978
</TABLE>
<PAGE>
7. LONG-TERM OBLIGATIONS
<TABLE>
Long-term obligations at March 31 consisted of the following:
<CAPTION>
(In thousands) 1999 1998
-----------------------
<S> <C> <C>
Term loan, unsecured, variable interest
(6.5% at March 31, 1999) due in
quarterly installments to 2005 $187,000 $ 69,821
Acquisition facility, unsecured,
variable interest (6.84% at
March 31, 1999) due in
quarterly installments to 2005 $ 70,619 -
Term loan, unsecured, variable interest
(4.5% at March 31, 1999) due in
quarterly installments to 2006 339 -
Debenture, 3.5% interest due in
quarterly installments to 2004 151 80
Revolving loan, unsecured, variable
interest due in 2001
6.19% at March 31, 1998 - 41,500
3.94% at March 31, 1998 - 2,160
Installment loan, unsecured, variable
interest (6.19% at March 31, 1998) - 2,400
Other, due in varying amounts
to 2003 559 464
-------------------------
Total long-term obligations 258,668 116,425
Less current portion 27,659 12,442
-------------------------
Long-term portion $231,009 $103,983
=========================
</TABLE>
Minimum future principal payments on long-term obligations
subsequent to March 31, 1999 are as follows:
(In thousands)
2000 $ 27,659
2001 32,612
2002 44,787
2003 59,664
2004 60,879
Thereafter 33,067
--------
Total $258,668
========
<PAGE>
The term loan and acquisition facility bear interest at a variable rate which
is based on a ratio of the Corporation's debt to earnings before certain
expenses and was set on March 26,1999 at 1.5% above the London interbank
market rate; U.S. LIBOR which was 5.0% for the U.S. dollar term loan, and U.K.
L1BOR which was 5.34% for the pound sterling acquisition facility. At March
31,1999 the effective interest rate for the U.S. dollar term loan was 6.5% and
for the pound sterling acquisition facility was 6.84%. Under these loans, the
most restrictive covenants provide that earnings before interest and taxes as
a ratio to interest expense must be greater than 2.5 to 1; consolidated net
worth must be at least $108,427 and the total debt must not exceed 400% of net
worth.
There is a $75,O00 committed revolving credit line which expires in 2004 with
no amounts outstanding at March 31, 1999. The Corporation can borrow in
foreign currencies and U.S. dollars on this facility. Commitment fees under
the revolving credit lines are variable, ranging from 37.5 to 150 basis points
on the unused balance.
The Corporation has entered into interest rate swap agreements for the purpose
of reducing its exposure to possible future changes in interest rates
applicable to the term and revolving loans. Pursuant to the terms of the
agreements, the notional amounts of pounds sterling 45,000 ($72,531) and
$57,679 are reduced in accordance with applicable schedules until the
expiration dates, December 31, 2001 and June 29, 2001, respectively The pound
sterling swap compares a fixed rate of 5.418% to the U.K. LIBOR rate every
three months as a basis for payment or receipt of the rate differential and
the U.S. dollar swap compares a fixed rate of 5.63% to the U.S. LIBOR rate
every three months as a basis for payment or receipt of the rate differential,
as applied to the then covered notional amount for each.
8. SHAREHOLDER'S EQUITY
The Corporation's Restated Certificate of Incorporation provides for 75 million
authorized common shares.
During fiscal 1998 the Board of Directors authorized a there-for-one stock
split. The shares were distributed on April l, 1998. As a result, $7,852 was
first transferred from additional paid in capital with an excess of $18,325
transferred from retained earnings to the common stock account.
During fiscal 1997, there was also a three-for-one stock split, distributed
on November 15,1996. As a result, $5,206 and $3,327 were transferred from
additional paid in capital and retained earnings, retectivrly to the common
stock account that year.
Amounts per share and number of common shares were restated to give
retroactive effect to the stock splits. The stated value remained unchanged
at $1.00 per share. Common shares outstanding are summarized in the following
table at March 31:
<PAGE>
<TABLE>
<CAPTION>
Shares
---------------------------------------
Common Stock: 1999 1998 1997
---------------------------------------
<S> <C> <C> <C>
Balance - beginning of year 39,265,488 38,401,017 37,801,602
Shares issued - stock options 90,000 787,368 529,332
Shares issued - stock awards 57,671 77,103 70,083
----------------------------------------
Balance - end of year 39,413,159 39,265,488 38,401,017
========================================
</TABLE>
On July 22,1998, the Board of Directors authorized the purchase
of up to 1,000,000 shares of the Corporation's common stock. On February
17,1999, the Board of Directors reduced this authorization to 250,000, to be
acquired through open market purchases or privately negotiated transactions
from time to time. Any future repurchases under this authorization 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 without further shareholder action (except as required by applicable
law or the rules of any securities exchange on which the shares are then
listed). Such shares may be used for various Corporate purposes, including
contributions under existing or future employee benefit plans, the acquisition
of other businesses and the distribution of stock dividends. Common stock
repurchases of 98,234 shares in 1999, at prices ranging from $32 1/4
to $41 1/8 per share, and 330,024 shares in 1998, at prices ranging
from $15 29/32 to $28 3/4 per share, were completed pursuant to
board authorizations. At March 31, 1999, there was a balance of
such outstanding authorizations totaling 234,120 shares.
9. LEASE COMMITMENTS
The Corporation leases certain warehouse space, transportation,
computer and other equipment. In addition, the Corporation has leased
equipment at customers which are generally subject to sublease agreements.
Contingent rentals are paid for warehouse space on the basis of the monthly
quantities of materials stored and for transportation and other equipment on
the basis of mileage or usage. Total rental expense amounted to
$6,031, $6,030 and $5,710 in 1999, 1998 and 1997, respectively,
of which $1,296, $1,169 and $1,159, respectively, were
contingent rentals.
Minimum lease commitments under operating leases for the fiscal years
subsequent to March 31, 1999 are as follows:
<PAGE>
<TABLE>
(In thousands)
<CAPTION>
Deduct Net
Commitments Sublease Commitments
<S> <C> <C> <C>
2000 $ 5,560 $2,679 $2,881
2001 4,124 2,397 1,727
2002 3,309 1,412 1,897
2003 968 368 600
2004 259 167 92
Thereafter 290 - 290
------- ------- -------
Total $14,510 $7,023 $7,487
======= ======= =======
10. 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 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, for the Corporation, 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
<PAGE>
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 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) 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. 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.
<PAGE>
MANAGEMENT'S STATEMENT OF FINANCIAL RESPONSIBILITY
MacDermid, Incorporated (Logo)
245 Freight Street
Waterbury, CT 06702
To The Shareholders
MacDermid, Incorporated
The financial information in this report, including the audited
consolidated financial statements, has been prepared by
management. Preparation of consolidated financial
statements and related data involves the use of judgment.
Accounting principles used in preparing consolidated
financial statements are those that are generally accepted
in the United States.
To safeguard Corporate assets, it is important to have
a sound but dynamic system of internal controls and
procedures that balances benefits and costs. The
Corporation employs professional financial managers
whose responsibilities include implementing and overseeing
the financial control system, reporting on management's
stewardship of assets entrusted to it by share owners and
performing accurate and proper maintenance of the accounts.
Management has long recognized its responsibility for
conducting the affairs of the Corporation and its affiliates
in an ethical and socially responsible manner. MacDermid,
Incorporated is dedicated to the highest standards of integrity.
Integrity is not an occasional requirement, but a continuing commitment.
KPMG LLP conducts an objective, independent review of management's
fulfillment of its obligations relating to the fairness of reported operating
results and financial condition. Their report for 1999 appears below this
statement.
The Audit Committee of the Board of Directors, consisting
solely of Directors independent of MacDermid Incorporated, maintains an
ongoing appraisal on behalf of the share owners of the
effectiveness of the independent auditors and the Corporation's
staff of financial and operating management with respect to the
financial and internal controls.
/s/Daniel H. Leever
Daniel H. Leever
Chief Executive Officer
<PAGE>
INDEPENDENT AUDITORS' REPORT
KPMG LLP (Logo)
Certified Public Accountants City Place II
Hartford, CT 06103-4103
The Board of Directors and Shareholders
MacDermid, Incorporated
We have audited the accompanying consolidated balance sheets
of MacDermid, Incorporated and subsidiaries as of March 31, 1999
and 1998, and the related consolidated statements of earnings, comprehensive
income, cash flows and changes in shareholders' equity for each of the
years in the three-year period ended March 31, 1999. These
consolidated financial statements are the responsibility of the
Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements. An audit also
includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide
a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to
above present fairly, in all material respects, the financial position of
MacDermid, Incorporated and subsidiaries at March 31, 1999 and 1998
and the results of their operations and their cash flows for each of the
years in the three-year period ended March 31, 1999 in conformity with
generally accepted accounting principles.
/s/KPMG LLP
May 14, 1999
<PAGE>
</TABLE>
<TABLE>
SELECTED QUARTERLY FINANCIAL DATA
(UNAUDITED)
(In thousands, except share and per share amounts)
SELECTED QUARTERLY RESULTS
<CAPTION>
1999 by Quarters
----------------------------------------------
June September December March Total
----------------------------------------------
<S> <C> <C> <C> <C> <C>
Net sales $81,070 $85,858 $96,716 $119,004 $382,648
Gross profit 40,897 41,205 48,009 59,576 189,687
Net earnings 8,093 8,653 9,334 10,203 36,283
Earnings
per common share $0.32 $0.34 $0.37 $0.40 $1.43
1998 by Quarters
----------------------------------------------
June September December March Total
----------------------------------------------
Net sales $74,720 $75,003 $83,808 $80,527 $314,058
Gross profit 39,376 39,025 41,354 42,114 161,869
Net earnings 7,252 7,351 7,640 8,245 30,488
Earnings
per common share $0.29 $0.29 $0.30 $0.32 $1.20
<FN>
</TABLE>
<PAGE>
<TABLE>
MARKET RANGE TRADING RECORD
<CAPTION>
Fiscal 1999 Fiscal 1998
------------------ ------------------
High Low High Low
QUARTER ------------------ ------------------
<S> <C> <C> <C> <C>
June 42 3/8 28 15 19/32 11 19/32
September 37 3/4 23 3/8 34 15 11/32
December 39 1/8 30 5/16 29 31/32 20 11/16
March 41 1/4 32 3/4 37 23 21/64
Closing price March 31 33 15/16 28 3/4
</TABLE>
<TABLE>
DIVIDEND RECORD
<CAPTION>
Fiscal 1999 Fiscal 1998
--------------------------- ---------------------------
Record Payable Amount Record Payable Amount
QUARTER Date Date Declared Date Date Declared
--------------------------- ---------------------------
<S> <C> <C> <C> <C> <C> <C>
June 6/15/98 7/1/98 $0.02 6/13/97 7/1/97 $0.0167
September 9/15/98 10/1/98 $0.02 9/15/97 10/1/97 $0.0167
December 12/15/98 1/4/99 $0.02 12/15/97 1/2/98 $0.0167
March 3/15/99 4/1/99 $0.02 3/16/98 4/1/98 $0.02
</TABLE>
<PAGE>
CORPORATE INFORMATION
DIRECTORS:
Daniel H. Leever, Chairman of the Board and Chief Executive Officer
R. Nelson Griebel, President and Chief Operating Officer
Harold Leever, Chairman Emeritus
Donald G. Ogilvie, Executive Vice President,
American Bankers Association
James C. Smith, Chairman of the Board and Chief Executive
Officer, Webster Financial Corporation
Thomas W. Smith, General Partner of Prescott Investors
CORPORATE OFFICERS:
Daniel H. Leever, Chairman of the Board and Chief Executive Officer
R. Nelson Griebel, President and Chief Operating Officer
Stephen Largan, Vice President, Finance
Gregory M. Bolingbroke, Controller
John L. Cordani, Secretary
CORPORATE HEADQUARTERS:
245 Freight Street
Waterbury, Connecticut 06702
(203) 575-5700
AUDITORS:
KPMG LLP
REGISTRAR OF STOCK AND TRANSFER AGENT:
Harris Trust Company of New York
SEC FORM 10-K:
The Annual Report and the SEC Form 10-K report are
available at the Corporation's website (www.macdermid.comm)
and also without charge by written request to:
Corporate Secretary
MacDermid, Incorporated
245 Freight Street
Waterbury, CT 06702
<PAGE>
DIVIDEND REINVESTMENT PLAN:
A systematic investment service is available to all MacDermid
shareholders. The service permits investment of MacDermid,
Incorporated dividends and voluntary cash payments in additional
shares of MacDermid stock.
Please direct any inquiries to:
Harris Trust Company of New York
c/o Harris Trust and Saving Bank
Dividend Reinvestment Department
P.O. Box A3309
Chicago, IL 60690
SHAREHOLDERS' QUESTIONS:
Shareholders with questions concerning non-receipt of dividend
checks, transfer requirements, registration and address changes,
or who need a duplicate 1099 statement, should write to:
Harris Trust Company of New York
c/o Harris Trust and Savings Bank
111 West Monroe, P.O. Box 755
Chicago, IL 60690
MARKET & DIVIDEND INFORMATION:
The common shares of MacDermid, Incorporated are traded on
the New York Stock Exchange (Symbol: MRD). Price and shares
traded are listed in principal daily newspapers and are
supplied by NYSE. Approximate number of Holders as of
May 31, 1999 - 800. CUSIP-554273 102.
ANNUAL MEETING:
The Annual Meeting of Shareholders will be held on Wednesday,
July 21, 1999 at 3:00 p.m., at Naugatuck Valley Community-Technical College,
Fine Arts Center, 750 Chase Parkway, Waterbury, CT.
Shareholders please note that an employee information session will be held at
the annual shareholders meeting site beginning at 1:00 p.m., just prior to the
start of the shareholders meeting on Wednesday July 21, 1999. All
shareholders are cordially invited to attend this information session as well.
EXHIBIT 21
SUBSIDIARIES OF MACDERMID, INCORPORATED
MacDermid's principal subsidiaries, primarily wholly-owned, are as follows:
Jurisdiction of
Incorporation
MacDermid Asia, Ltd Hong Kong
MacDermid Benelux BV Holland
MacDermid Chemicals, Inc. Canada
MacDermid Equipment, Inc. Vermont
MacDermid Equipment Asia Taiwan
MacDermid Equipment GmbH Germany
MacDermid Espanola, S.A. Spain
MacDermid Europe, Incorporated Delaware
MacDermid France, S.A. France
MacDermid G.B., Ltd. United Kingdom
MacDermid GmbH Germany
MacDermid Hong Kong, Ltd. Hong Kong
MacDermid Imaging Technology Asia Hong Kong
MacDermid Imaging Technology Belgium NV Belgium
MacDermid Imaging Technology Europe BV Holland
MacDermid Italiana SRL Italy
MacDermid New Zealand, Ltd. New Zealand
MacDermid Overseas, Asia, Incorporated Delaware
MacDermid Scandinavia Sweden
MacDermid S.A. (Pty.) Ltd. South Africa
MacDermid Singapore, Pte. Ltd. Singapore
MacDermid Suisse, S.A. Switzerland
MacDermid Taiwan, Ltd. Taiwan
Nippon MacDermid Co., Inc. Japan
W Canning, MacdDermid UK Ltd. United Kingdom
In addition, the Corporation has several non operating subsidiaries which,
in the aggregate, are not significant.
EXHIBIT 23
INDEPENDENT AUDITORS' CONSENT
KPMG LLP (Logo)
Certified Public Accountants
CityPlace II
Hartford, CT 06103-4103
Independent Auditors' Consent
The Board of Directors
MacDermid, Incorporated:
We consent to incorporation by reference in the Registration Statements (File
No. 333-68535) on Form S-3 of MacDermid, Incorporated of our reports dated May
14, 1999, relating to the consolidated balance sheets of MacDermid,
Incorporated and subsidiaries as of March 31, 1999 and 1998, and the related
consolidated statements of earnings, comprehensive income, cash flows and
changes in shareholders' equity and related schedule for each of the years in
the three-year period ended March 31, 1999, which reports appear or are
incorporated by reference in the March 31, 1999 annual report on Form
10-K of MacDermid, Incorporated.
/s/ KPMG LLP
June 21, 1999
EXHIBIT 24
POWER OF ATTORNEY
Each of the non employee Directors of MacDermid, Incorporated signed
identical powers of attorney in the following form:
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, a director of
MacDermid, Incorporated, hereby constitutes and appoints Harold Leever
and Daniel H. Leever, and each of them acting alone, the true and
lawful agents and attorneys-in-fact of the undersigned, with full
power and authority in said agents and attorneys-in-fact to delegate
the power herein conferred to any person or persons said agents and
attorneys-in-fact shall select, to sign in the place of the undersigned
in his capacity as a director of the Corporation, the Form 10-K for the
fiscal year ended March 31, 1999, of the Corporation to be filed
with the Securities and Exchange Commission, Washington, D.C.,
under the Securities Exchange Act of 1934, as amended, and sign any
amendment or amendments to such Form 10-K; hereby ratifying and
confirming all acts taken by such agents and attorneys-in-fact or
any one of them, as herein authorized.
(Signature)*
May 14, 1999
* The Directors who signed the powers of attorney were:
Donald G. Ogilvie
James C. Smith
R. Nelson Griebel
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND> This schedule contains summary financial information extracted
from the consolidated balance sheet as of March 31, 1999 and the consolidated
statement of earnings for the fiscal year ended March 31, 1999 included in
Exhibit 13 to the 1999 Form 10-K Annual Report of MacDermid, Incorporated and
is qualified in its entirety to such statements.
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> Mar-31-1999
<PERIOD-START> Apr-01-1998
<PERIOD-END> Mar-31-1999
<CASH> 15486
<SECURITIES> 968
<RECEIVABLES> 115030
<ALLOWANCES> 6411
<INVENTORY> 56049
<CURRENT-ASSETS> 189374
<PP&E> 109205
<DEPRECIATION> 49966
<TOTAL-ASSETS> 506279
<CURRENT-LIABILITIES> 126126
<BONDS> 231009
0
0
<COMMON> 39413
<OTHER-SE> 102626
<TOTAL-LIABILITY-AND-EQUITY> 506279
<SALES> 382648
<TOTAL-REVENUES> 382648
<CGS> 192961
<TOTAL-COSTS> 328585
<OTHER-EXPENSES> 135624
<LOSS-PROVISION> 1383
<INTEREST-EXPENSE> 13271
<INCOME-PRETAX> 54063
<INCOME-TAX> 17780
<INCOME-CONTINUING> 36283
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 36283
<EPS-BASIC> 1.44
<EPS-DILUTED> 1.43
</TABLE>
