UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549 - 1004
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
OF 1934
DATE OF REPORT (Date of earliest event reported) May 15, 2000
-----------------
COMMISSION FILE NUMBER 0-2413
------
MacDermid, Incorporated
-----------------------
(Exact name of registrant as specified in its charter)
Connecticut 06-0435750
----------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
245 Freight Street, Waterbury, Connecticut 06702
- -----------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (203) 575-5700
--------------
None
---------------------------------
Former name, former address and former fiscal year, if changed
since last report.
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by section 13 or 15(d) of the Securities and Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that
the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days.
Yes X No
------- ------.
ITEM 5: Other Events
MacDermid, Incorporated issued its press release on May 12, 2000.
Refer to the Press Release dated May 12, 1999 attached as Exhibit 99 to this
filing. Please be aware that the year end audit is still in progress and the
figures in this press release may differ slightly from the audited financial
statements contained in the Fiscal Year 2000 form 10-K, when filed on or before
June 29, 2000.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
MacDermid, Incorporated
(Registrant)
Date: May 15, 2000 / s / John L. Cordani
John L. Cordani
Corporate Secretary
Logo
MacDermid Incorporated Newsline
Waterbury, CT 06720-9984
Tel (203) 575-5700
Offices located worldwide.
Waterbury, CT, May 12, 2000
For Immediate Release
* For the Fourth Quarter *For the Year
------------------------- --------------
Net Sales 189,790,000 up 59% Net Sales 756,046,000 up 97%
----------- --- ----------- ---
Earnings Per Share $0.40 Earnings Per Share $1.70 up 19%
----- ----- ---
equal to prior year
(Prior to One-Time Merger Charges) (Prior to One-Time Merger Charges)
MacDermid, Incorporated, a worldwide manufacturer of proprietary specialty
chemical products and equipment for the electronics, metal finishing and graphic
arts industries, headquartered in Waterbury, Connecticut, today reported results
for its fiscal year ended March 31, 2000. The results reflect the merger with
Polyfibron Technologies, Inc. ("PTI") on December 27, 1999, which has been
accounted for as a pooling of interests.
*Pooling of interests accounting requires us to present the financial
information as if the companies had been merged in both the current period and
the comparable period. We do not believe this presentation to be useful in
comparing our results. Therefore we have chosen to present our "management
reports" which compare the businesses and operations as if pooling had not
occurred. We are presenting prior periods as they were reported at that time.
Current periods remain the same under either approach.
Earnings per share of $0.40 before one time charges of $0.01, are significantly
below last quarter's $0.47 (including accretion of $0.07 per share from PTI)
excluding one time charges, and equal to the same quarter last year as reported
at that time. Of the shortfall, $0.10 per share in the quarter is attributed to
three primary factors: poor results in the North American Advanced Surface
Finishing group, continuing costs related to the start up of the newest Via Tek
facility, and a ramp down of an equipment contract with a major customer. The
North American shortfall was due to factory integration issues related to the W.
Canning acquisition, continuing price erosion in Electronics, and the shift to
an alternate material by a major customer that does not require MacDermid
technology. The newest ViaTek installation experienced costs related to the
ramp up to full volume production as expected; MacDermid now believes all
technical issues have been resolved and profitability will begin in the second
half of FY01.
Daniel H. Leever, Chairman and Chief Executive Officer said, "As previously
announced we are disappointed to be breaking our trend of record quarters. We
are confident we will improve earnings per share next quarter and throughout the
rest of FY01. We have undertaken several initiatives to reduce cost and insure
the factory integration cost increases do not reoccur; these initiatives are
expected to amount to $0.04 per share per quarter. Whereas we are optimistic
about our prospects, especially in Asia and Europe. We are concerned about
currency exchange rates in Europe and continuing challenges in North America.
MacDermid Graphic Arts produced operating profits for the quarter of over $14
million, ahead of expectations. Had PTI been combined with MacDermid Graphic
Arts in the prior quarter of the previous year, then revenues for the quarter
would have been up 5% to about $70 million and operating profit would have
increased 15.6%. We are confident about the prospects for this increasingly
important part of MacDermid. As evidence of our commitment to Graphic Arts we
announced an agreement to acquire ColorSpan, a digital printing company that we
believe will further add to our technology and product leadership."
Daniel H. Leever Oz Griebel
Chairman & CEO President & COO
May 12, 2000
NYSE-MRD CUSIP-554373 10 2
This report and other Corporation reports and statements describe many of the
positive factors affecting the Corporation's future business prospects.
Investors should also be aware of factors which could have a negative impact on
those prospects. These include political, economic or other conditions such as
currency exchange rates, inflation rates, recessionary or expansive trends,
taxes and regulations and laws affecting the business; competitive products,
advertising, promotional and pricing activity; the degree of acceptance of new
product introductions in the marketplace; technical difficulties which may arise
with new product introductions; and the difficulty of forecasting sales.
<TABLE>
<CAPTION>
MacDermid, Incorporated
Pro Forma Condensed Consolidated Schedule of Earnings
Management Accounts Before Effects of Pooling
In $ Thousands Three months ended Mar. 31st
2000 (F1) 1999 (F2) Difference PTI adds Other chg
------ ----- ---------- -------- ---------
<S> <C> <C> <C> <C> <C>
Total Net Sales $189,790 $119,004 $70,786 $61,509 $9,277
Gross Margin 87,627 59,576 28,051 26,421 1,630
Gross Margin % 46.2% 50.1% 39.6% 43.0% 17.6%
Selling, Technical
and Administrative
Expenses 56,924 38,847 18,077 15,758 2,319
One-Time Merger
Costs (Includes
Extraordinary Item) 501 0 501 164 337
Operating Profit -
EBITA 30,202 20,729 9,473 10,499 <1,026>
Operating Profit %
(excl. One-Time
Merger Costs) 16.2% 17.4% 14.1% 17.3% <7.4%>
Amortization 4,245 2,881 1,364 1,194 170
Other <290> <820> 530 <730> 1,260
EBIT 26,247 18,668 7,579 10,035 <2,456>
Net Interest Expense 7,127 4,211 2,916 2,530 386
Earnings before
Income Taxes $19,120 $14,457 $4,663 $7,505 $<2,842>
Income Taxes 6,403 4,254 2,149 2,316 <167>
Net Earnings $12,717 $10,203 $2,514 $5,189 $<2,675>
Diluted Earnings
per Common Share $0.39 $0.40
Diluted Average
Common Shares
Outstanding 32,428,391 25,418,554
Net Earnings excl.
One-time Merger Costs $12,983 $10,203
Diluted EPS excl.
One-Time Merger Costs $0.40 $0.40
<FN>
(F1) MacDermid combined with PTI for FY 2000
(F2) MacDermid as previously reported before the merger for FY 1999
</TABLE>
<TABLE>
<CAPTION>
MacDermid, Incorporated
Pro Forma Condensed Consolidated Schedule of Earnings
Management Accounts Before Effects of Pooling
In $ Thousands Year ended Mar. 31st
2000 (F1) 1999 (F2) Difference PTI adds Other chg
------ ------ ---------- -------- ---------
<S> <C> <C> <C> <C> <C>
Total Net Sales $756,046 $382,648 $373,398 $253,436 $119,962
Gross Margin 356,903 189,687 167,216 108,809 58,407
Gross Margin % 47.2% 49.6% 44.8% 42.9% 48.7%
Selling, Technical
and Administrative
Expenses 222,692 118,231 104,461 63,430 41,031
One-Time Merger
Costs (Includes
Extraordinary Item) 13,684 0 13,684 11,794 1,890
Operating Profit -
EBITA 120,527 71,456 49,071 33,585 15,486
Operating Profit %
(excl. One-Time
Merger Costs) 17.8% 18.7% 16.8% 17.9% 14.5%
Amortization 17,563 7,505 10,058 5,100 4,958
Other 935 <1,612> 2,547 <742> 3,289
EBIT 102,029 65,563 36,466 29,227 7,239
Net Interest Expense 31,044 11,500 19,544 13,002 6,542
Earnings before
Income Taxes $70,985 $54,063 $16,922 $16,225 $697
Income Taxes 25,644 17,780 7,864 6,408 1,456
Net Earnings $45,341 $36,283 $9,058 $9,817 $<759>
Diluted Earnings
per Common Share $1.40 $1.43
Diluted Average
Common Shares
Outstanding 32,429,450 25,427,288
Net Earnings excl.
One-time Merger
Costs $55,027 $36,283
Diluted EPS excl.
One-Time Merger Costs $1.70 $1.43
<FN>
(F1) MacDermid combined with PTI for FY 2000
(F2) MacDermid as previously reported before the merger for FY 1999
</TABLE>
<TABLE>
<CAPTION>
MacDermid, Incorporated
Pro Forma Condensed Consolidated Balance Sheets Schedule
Management Accounts Before Effects of Pooling
In $ Thousands Mar. 31, 2000 (F1) Mar. 31, 1999 (F2)
<S> <C> <C>
Cash and Equivalents 20,116 18,596
Accounts Receivable 180,629 161,843
Inventories 115,602 111,118
Other Current Assets 12,812 18,438
------ ------
329,159 309,995
Property, Plant & Equip. (net) 154,149 149,172
Goodwill 209,903 186,127
Other Intangibles 54,891 61,621
Other Long Lived Assets 38,782 42,813
------ ------
Total Assets 786,884 749,728
Payables 143,927 151,750
Short Term Debt 50,910 43,421
Long Term Debt 360,348 381,286
Other Long Term Liabilities 18,386 20,225
Shareholders Equity 213,313 153,046
------- -------
Total Liabilities and Shareholders Equity 786,884 749,728
Debt to Total Capital 66% 73%
<FN>
(F1) MacDermid combined with PTI for FY 2000
(F2) MacDermid as previously reported before the merger added to PTI "like period"
for FY 1999
</TABLE>
<TABLE>
<CAPTION>
MacDermid, Incorporated
Pro Forma Condensed Consolidated Schedule of Cash Flows
Management Accounts Before Effects of Pooling
In $ Thousands Fourth Quarter For the Year
-------------- ------------
FY '00 (F1) FY '99 (F2) FY '00 (F1) FY '99 (F2)
<S> <C> <C> <C> <C>
Net Income 12,717 10,203 45,341 36,283
Merger Costs 266 --- 9,686 ---
Depreciation 4,910 2,332 18,895 7,089
Amortization 4,245 2,880 17,563 7,505
Provision for bad debt 1,410 310 2,473 1,383
Change in Working Capital <12,501> <3,788> <24,438> 1,280
Cash from Operations 11,047 11,937 69,520 53,540
Capital Expenditures <5,104> <1,399> <24,039> <5,442>
Dividends Paid <624> <503> <2,133> <2,011>
Free Cash Flow Available for
Investment before merger costs 5,319 10,035 43,348 46,087
<FN>
(F1) MacDermid combined with PTI for FY 2000
(F2) MacDermid as previously reported before the merger for FY 1999
</TABLE>
<TABLE>
<CAPTION>
MacDermid, Incorporated
Sales and Operating Margin by Group
Management Accounts Before Effects of Pooling
In $ Thousands Fourth Quarter
--------------
FY 00 (F1) FY 99 (F2)
<S> <C> <C>
MRD Liquid Printing:
Sales 8,603 9,130
Operating Margin 4,223 3,672
PTI:
Sales 61,509 0
Operating Margin 10,499 0
GRAPHIC ARTS:
Sales 70,112 9,130
Operating Margin 14,722 3,672
ADVANCE SURFACE FINISHES:
Sales, Proprietary 82,752 71,753
Sales, Other 36,926 38,121
Operating Margin 15,981 17,057
TOTAL:
Sales 189,790 119,004
Operating Margin 30,703 20,729
<FN>
(F1) MacDermid combined with PTI for FY 2000
(F2) MacDermid as previously reported before the merger for FY 1999
</TABLE>
<TABLE>
<CAPTION>
MacDermid, Incorporated
Sales and Margins by Region
Management Accounts Before Effects of Pooling
In $ Thousands Fourth Quarter Full Year
-------------- ---------
FY 00 (F1) FY 99 (F2) FY 00 (F1) FY 99 (F2)
<S> <C> <C> <C> <C>
AMERICAS
Sales 92,855 60,081 388,433 211,489
Op. Margin 16,624 11,152 81,250 41,020
OM % 17.9% 18.6% 20.9% 19.4%
EUROPE
Sales 66,082 41,403 246,300 99,472
Op. Margin 9,296 7,155 33,030 11,322
OM % 14.1% 17.3% 13.4% 11.4%
ASIA
Sales 30,853 17,520 121,313 71,696
Op. Margin 4,783 2,422 19,931 11,609
OM % 15.5% 13.8% 16.4% 16.2%
TOTAL
Sales 189,790 119,004 756,046 382,648
Op. Margin 30,703 20,729 134,211 63,951
OM % 16.2% 17.4% 17.8% 16.7%
<FN>
(F1) MacDermid combined with PTI for FY 2000
(F2) MacDermid as previously reported before the merger for FY 1999
</TABLE>
<TABLE>
<CAPTION>
MacDermid, Incorporated
Condensed Consolidated Summary of Earnings
GAAP to Reflect Pooling Accounting
In $ Thousands Three months ended Mar. 31st Year ended Mar. 31st
2000 1999 2000 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
Total Net Sales $189,790 $178,774 $756,046 $610,604
Gross Margin 87,627 86,385 356,903 292,935
Gross Margin % 46.2% 48.3% 47.2% 48.0%
Selling, Technical and
Administrative Expenses 56,924 52,606 222,692 174,188
One-Time Merger Costs 501 0 7,617 0
Operating Profit - EBITA 30,202 33,779 126,594 118,747
Operating Profit % (excl.
One-time Merger Costs) 16.2% 18.9% 17.8% 19.4%
Amortization 4,245 4,090 17,563 12,330
Other <290> <1,594> 935 <2,688>
EBIT 26,247 31,283 108,096 109,105
Net Interest Expense 7,127 7,881 31,044 25,638
Earnings Before Income Taxes
& Extraordinary Item 19,120 23,402 77,052 83,467
Income Taxes 6,403 6,173 27,949 27,841
Net Earnings Before
Extraordinary Item 12,717 17,229 49,103 55,626
Extraordinary Charge for
Early Retirement of Debt,
Net of $2,305 Tax Benefit 0 0 <3,762> 0
Net Earnings $12,717 $17,229 $45,341 $55,626
Earnings Per Share before
Extraordinary Item $0.39 $0.53 $1.52 $1.72
Extraordinary Item Per Share 0 0 $.12 0
Diluted Earnings Per Common Share $0.39 $0.53 $1.40 $1.72
Diluted Average Common
Shares Outstanding 32,428,391 32,418,531 32,429,450 32,421,296
Net Earnings excl. One-time
Merger Costs $12,983 $17,229 $55,027 $55,626
Diluted EPS excl. One-Time
Merger Costs $0.40 $0.53 $1.70 $1.72
</TABLE>
<TABLE>
<CAPTION>
MacDermid, Incorporated
Condensed Consolidated Balance Sheets
GAAP to Reflect Pooling Accounting
In $ Thousands Mar. 31, 2000 Mar. 31, 1999
<S> <C> <C>
Cash and Equivalents 20,116 19,436
Accounts Receivable 180,629 159,998
Inventories 115,602 104,452
Other Current Assets 21,073 19,332
------- -------
337,420 303,218
Property, Plant & Equip. (net) 154,149 146,473
Goodwill 208,848 182,415
Other Intangibles 54,891 62,011
Other Long Lived Assets 42,226 43,172
------- -------
Total Assets 797,534 737,289
Payables 148,358 143,596
Short Term Debt 50,910 41,979
Long Term Debt 360,348 368,102
Other Long Term Liabilities 24,605 20,262
Shareholders Equity 213,313 163,350
------- -------
Total Liabilities and
Shareholders Equity 797,534 737,289
Debt to Total Capital 66% 72%
</TABLE>
<TABLE>
<CAPTION>
MacDermid, Incorporated
Condensed Consolidated Summary of Cash Flows
GAAP to reflect Pooling Accounting
In $ Thousands Fourth Quarter For the Year
-------------- ------------
FY '00 FY '99 FY '00 FY '99
<S> <C> <C> <C> <C>
Net Income 12,717 17,229 45,341 55,626
Depreciation 4,910 4,081 18,895 14,522
Amortization 4,245 4,084 17,563 12,330
Provision for bad debt 1,410 339 2,473 1,507
Working Capital changes <12,501> 749 <24,438> <3,529>
Cash from Operations 10,781 26,482 59,834 80,456
Cash from Investing <13,423> <15,667> <36,937> <195,697>
Cash from Financing <9,840> <22,543> <22,793> 129,968
Currency translation 3,228 <2,611> 2,384 <84>
Increase/(Decrease) in Cash <9,254> <14,339> 2,488 14,643
</TABLE>
<TABLE>
<CAPTION>
MacDermid, Incorporated
Sales and Margins by Previously Separate Entities
GAAP to reflect Pooling Accounting
4THQ FY 2000 4THQ FY 1999
In $ Thousands MRD PTI Consol. MRD PTI Consol.
--- --- ------- --- --- -------
<S> <C> <C> <C> <C> <C> <C>
Total Net Sales 128,281 61,509 189,790 119,004 59,770 178,774
Gross Margin 61,206 26,421 87,627 59,576 26,809 86,385
Gross Margin % 47.7% 43.0% 46.2% 50.1% 44.8% 48.3%
ST&A Expenses 41,503 15,922 57,425 38,847 13,759 52,606
Operating Profit - EBITA 19,703 10,499 30,202 20,729 13,050 33,779
Operating Profit 15.4% 17.1% 15.9% 17.4% 21.8% 18.9%
</TABLE>
