FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1999
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________ to ____________
Commission file number 0-19983
SYBRON CHEMICALS INC.
(Exact name of registrant as specified in its charter)
DELAWARE 51-0301280
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Birmingham Rd., P.O. Box 66, Birmingham New Jersey 08011
(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code (609) 893-1100
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 shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No .
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.
Class Outstanding at March 30, 1999
Common stock, $.01 par value 5,724,843
<PAGE>
SYBRON CHEMICALS INC.
SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS
The Private Securities Litigation Reform Act of 1995 provides a "safe
harbor" for forward-looking statements. This Form 10-Q Report contains
information that is forward-looking, such as information relating to future
capital expenditures and liquidity. Such forward-looking information involves
important risks and uncertainties that could significantly affect expected
results in the future from those expressed in any forward-looking statements
made by, or on behalf of, the Company. These risks and uncertainties include,
but are not limited to, uncertainties relating to economic conditions,
fluctuations in exchange rates of various foreign currencies, and other risks
associated with foreign operations, changes in governmental and regulatory
policies including environmental regulations, the pricing of raw materials, the
ability of the Company to make and successfully integrate corporate
acquisitions, technological developments, the impact of Year 2000 issues on the
Company and changes in the competitive environment in which the Company
operates.
INDEX
Page No.
Part I Financial information
Item 1 - Financial Statements
Consolidated Balance Sheet -
March 31, 1999 and December 31, 1998 1
Consolidated Statement of Operations -
three months ended March 31, 1999 and 1998 2
Consolidated Statement of Cash Flows -
three months ended March 31, 1999 and 1998 3
Notes to Consolidated Financial Statements 4 - 7
Item 2 - Management's Discussion and Analysis
of Financial Condition and Results of
Operations 8 - 13
Part II Other information
Item 1 Legal Proceedings 13
Item 2 Changes in Securities and Use of
Proceeds 13
Item 6 Exhibits 13 - 14
Signature 15
<PAGE>
PART I - FINANCIAL INFORMATION
SYBRON CHEMICALS INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(in thousands except share and per share data)
ASSETS
Unaudited Audited
March 31, Dec. 31,
1999 1998
Current assets:
Cash and cash equivalents $ 15,552 $ 14,966
Accounts receivable, net 49,244 46,089
Inventories, net 35,912 36,466
Prepaid and other current assets 3,782 3,515
Prepaid income taxes 263 1,938
Deferred income taxes 248 237
Total current assets 105,001 103,211
Property, plant and equipment, net 78,008 80,175
Intangible assets, net 81,744 81,967
Other assets 4,882 4,931
$269,635 $270,284
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Notes payable $ $ 2,093
Current portion of long-term debt 11,127 9,285
Accounts payable 25,404 23,642
Accrued liabilities 14,416 15,190
Income taxes payable 1,335 598
Deferred income taxes 465 449
Total current liabilities 52,747 51,257
Long-term debt 132,298 136,008
Deferred income taxes 4,375 3,904
Postretirement benefits 3,719 3,739
Other liabilities 2,567 2,728
Total liabilities 195,706 197,636
Commitments and contingencies
Shareholders' equity:
Preferred stock, $.01 par value -
500,000 shares authorized; none issued
Common stock - $.01 par value -
20,000,000 shares authorized;
issued 5,940,378 and 5,938,050 shares 59 59
Additional paid-in capital 24,153 24,151
Retained earnings 63,824 60,414
Accumulated other comprehensive losses (9,796) (7,610)
Treasury stock, at cost - 215,535
and 218,299 shares (4,311) (4,366)
Total shareholders' equity 73,929 72,648
$269,635 $270,284
The accompanying notes are an integral part of
the financial statements
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<PAGE>
SYBRON CHEMICALS INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS
(Unaudited in thousands except per share amounts)
Three months
ended
March 31,
1999 1998
Net sales $ 68,685 $ 48,572
Cost of sales 45,127 28,793
Selling 9,598 9,047
General and administrative 2,263 2,970
Research and development 1,297 954
Amortization of intangible assets 988 465
59,273 42,229
Operating income 9,412 6,343
Other income(expense)
Interest income 94 69
Interest expense (2,821) (338)
Other - net (906) 305
(3,633) 36
Income before income taxes 5,779 6,379
Provision for income taxes 2,369 2,615
Net income $ 3,410 $ 3,764
Net income per share:
Basic $ .60 $ .66
Diluted $ .59 $ .64
Weighted average shares outstanding:
Basic 5,723,290 5,678,245
Diluted 5,731,802 5,881,797
The accompanying notes are an integral part of
the financial statements
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<PAGE>
SYBRON CHEMICALS INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited in thousands)
Three months
ended
March 31,
1999 1998
Cash flows from operating activities:
Net income $ 3,410 $ 3,764
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 3,340 1,550
Provision for losses on accounts receivable 199 140
Changes in assets and liabilities:
Accounts receivable (4,283) (1,451)
Inventory 37 906
Other current assets (267) (150)
Accounts payable and accrued expenses 1,996 (12,465)
Income taxes payable 2,440 (837)
Other assets and liabilities - net 647 (719)
Net cash provided (used) by operating activities 7,519 (9,262)
Cash flows from investing activities:
Capital expenditures (1,062) (2,816)
Acquisitions (1,397)
Net cash used by investing activities (2,459) (2,816)
Cash flows from financing activities:
Net repayments under revolving credit facilities (1,937) (8,820)
Repayment of debt (1,853)
Direct costs of financing (287)
Proceeds from exercise of stock options 21 73
Net cash used by financing activities (4,056) (8,747)
Effect of exchange rate changes on cash (418) (52)
Net increase (decrease) in cash and cash
equivalents 586 (20,877)
Cash and cash equivalents at beginning of period 14,966 26,592
Cash and cash equivalents at end of period $15,552 $ 5,715
The accompanying notes are an integral part of
the financial statements
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<PAGE>
SYBRON CHEMICALS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited in thousands)
NOTE 1 - ACCOUNTING POLICIES:
The accompanying consolidated financial statements are unaudited and have
been prepared by management pursuant to the rules and regulations of the
Securities and Exchange Commission. In the opinion of management, these
consolidated financial statements contain all of the adjustments, consisting
only of normal recurring adjustments, necessary to present fairly, in summarized
form, the financial position of the Company at March 31, 1999 and the results of
its operations and changes in its cash flows for the three months ended March
31, 1999 and 1998.
The Company presumes that users of this Quarterly Report on Form 10-Q have
read or have access to the audited financial statements for the year ended
December 31, 1998 contained in the Company's Form 10-K which was filed with the
Securities and Exchange Commission on March 31, 1999. Accordingly, footnote
disclosures which would substantially duplicate the disclosures contained
therein have been omitted.
NOTE 2 - COMPREHENSIVE INCOME:
The Company has adopted the Statement of Financial Accounting Standards
("SFAS") No. 130, "Reporting Comprehensive Income", which establishes standards
for the reporting and display of comprehensive income and its components in
general-purpose financial statements.
The tables below set forth "comprehensive income" and each component's
related tax effect for the three months ended March 31:
Statement of Comprehensive Income
Three Months Ended March 31,
1999 1998
Net income $ 3,410 $ 3,764
Other comprehensive income, net of tax:
Foreign currency translation adjustments (2,186) (1,101)
Comprehensive income $ 1,224 $ 2,663
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<PAGE>
Related Tax Effects of Each Component
of Other Comprehensive Income
Three Months Ended March 31,
<TABLE>
<CAPTION>
1999 1998
Tax Net of Tax Net of
Pre-Tax (Expense) Tax Pre-Tax (Expense) Tax
Amount Benefit Amount Amount Benefit Amount
<S> <C> <C> <C> <C> <C> <C>
Foreign currency
translation adjustments $(2,186) -- $(2,186) $(1,101) -- $(1,101)
</TABLE>
The following table illustrates the components of accumulated other
comprehensive income and their associated changes for the three month period
ending March 31, 1999:
<TABLE>
<CAPTION>
Accumulated Other
Comprehensive Income Balances
Three Months Ending March 31, 1999
Current
Beginning Period Ending
Balance Change Balance
<S> <C> <C> <C>
Foreign currency translation adjustments $(7,253) $(2,186) $(9,439)
Minimum pension liability adjustment (357) -- (357)
Accumulated other comprehensive losses $(7,610) $(2,186) $(9,796)
</TABLE>
NOTE 3 - ACCOUNTING PRONOUNCEMENTS:
In June 1998, the Financial Accounting Standards Board issued SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities" which establishes
accounting and reporting standards for derivative instruments and hedging
activities. SFAS No. 133 requires that an entity recognize all derivatives as
either assets or liabilities in the statement of financial position and measure
those instruments at fair value. SFAS No. 133 is effective for all fiscal
quarters of fiscal years beginning after June 15, 1999. The Company does not
believe that the adoption of SFAS No. 133 will have a material effect on its
consolidated financial statements.
-5-
<PAGE>
NOTE 4 - INVENTORIES:
Inventories are stated at the lower of cost or market. For U.S. operations,
except the Ruco subsidiary, cost is determined using the last-in, first-out
(LIFO) method. For all other operations, cost is determined using the first-in,
first-out (FIFO) method.
The components of inventories are:
March 31, Dec. 31,
1999 1998
Finished goods $29,575 $28,871
Raw materials 8,683 9,632
38,258 38,503
Less reserves 2,346 2,037
$35,912 $36,466
NOTE 5 - ACQUISITIONS:
On July 31, 1998, the Company acquired all of the outstanding capital stock
of Ruco Polymer Corporation and all of the outstanding membership interests of
Ruco Polymer Company of Georgia, LLC (collectively "Ruco"). The aggregate
purchase price for the acquisition was $110 million, including the repayment of
bank debt owed by Ruco.
In April 1998, the Company acquired certain operating assets, not including
manufacturing facilities, of the garment processing specialty chemicals
businesses of Ocean Wash Inc. and Ocean Wash de Mexico de C.V., (collectively
"Ocean Wash"), for $6,750. The acquired garment processing chemicals businesses
have been merged into the Company's corresponding business sector.
The above described acquisitions have been accounted for as purchases and,
accordingly, the operating results of the acquired businesses have been included
in the Company's consolidated financial statements since the date of
acquisition.
The Ocean Wash acquisition did not have a material effect on 1998 operating
results. The following unaudited pro forma consolidated results of operations
for the three months ended March 31, 1998 assume the Ruco acquisition occurred
on January 1, 1998:
1998
Net sales $69,545
Net income $ 3,414
Net income per diluted share $ 0.58
-6-
<PAGE>
NOTE 6 - SEGMENT INFORMATION
The following table illustrates certain financial information by business
segment for the three months ended March 31.
For 1999 the results of the Toners Strategic Business Unit, which was
formerly a part of the Environmental Products and Services segment, is now
included in the new Polymer Intermediate segment. This realignment coincided
with the shift in management responsibility which was implemented in 1999 to
help facilitate the planned growth in the solid polymer business.
<TABLE>
<CAPTION>
Three months ended March 31, 1999
Environmental
Textile Products
Chemical Polymer and
Specialties Intermediates Services Total
<S> <C> <C> <C> <C>
Revenues from
external customers $33,865 $22,412 $12,408 $68,685
Inter-segment
revenues 6 68 74
Segment
operating profit 3,458 2,920 3,034 9,412
</TABLE>
<TABLE>
<CAPTION>
Three months ended March 31, 1998
Environmental
Textile Products
Chemical Polymer and
Specialties Intermediates Services Total
<S> <C> <C> <C>
Revenues from
external customers $35,732 $12,840 $48,572
Inter-segment
revenues 2 109 111
Segment
operating profit 4,805 1,538 6,343
</TABLE>
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<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Three Months Ended March 31, 1999 compared to Three Months Ended March 31,
1998.
The following tables set forth certain information about the Company's
three business segments, Textile Chemical Specialties, Polymer Intermediates,
and Environmental Products and Services.
Three Months Ended March 31,
1999 1998
% of % of
Amount Sales Amount Sales
(in thousands except percentages)
Sales
Textile Chemical Specialties $ 33,865 49.3% $ 35,732 73.6%
Polymer Intermediates 22,412 32.6
Environmental Products and Services 12,408 18.1 12,840 26.4
Total 68,685 100.0 48,572 100.0
Cost of Sales
Textile Chemical Specialties 19,475 57.5 20,483 57.3
Polymer Intermediates 17,778 79.3
Environmental Products and Services 7,874 63.5 8,310 64.7
Total 45,127 65.7 28,793 59.3
Gross Margin
Textile Chemical Specialties 14,390 42.5 15,249 42.7
Polymer Intermediates 4,634 20.7
Environmental Products and Services 4,534 36.5 4,530 35.3
Total 23,558 34.3 19,779 40.7
Operating Expense
Textile Chemical Specialties 10,932 32.3 10,444 29.3
Polymer Intermediates 1,714 7.7
Environmental Products and Services 1,500 12.0 2,992 23.3
Total 14,146 20.6 13,436 27.6
Operating Income
Textile Chemical Specialties 3,458 10.2 4,805 13.4
Polymer Intermediates 2,920 13.0
Environmental Products and Services 3,034 24.5 1,538 12.0
Total 9,412 13.7 6,343 13.1
Other Expense, Net 3,633 5.3 (36) 0.0
Income before income taxes 5,779 8.4 6,379 13.1
Provision for Income Taxes 2,369 3.4 2,615 5.4
Net Income $ 3,410 5.0% $ 3,764 7.7%
-8-
<PAGE>
Operations
Revenues and operating income increased for the first quarter of 1999
versus the prior year's quarter, but net income was lower, resulting in earnings
per share of 59 cents (fully diluted), down 7.8% from the 64 cents per share
recorded in the same period last year. Sales for the quarter were $68.7 million,
41.4 % improvement over the same period last year. Operating income increased
48.4 % to $9.4 million, while net income declined 9.4% to $3.4 million versus
the $ 3.8 million experienced in the same quarter in 1998.
The increase in sales were a result of the acquisitions of Ruco Polymer
Corporation and Ruco Polymer Company of Georgia LLC on July 31, 1998 ("Ruco"),
the Ocean Wash garment processing businesses ("Ocean Wash") in April, 1998, and
Green Releaf Bio Tech Inc. ("Green Releaf") in February, 1999. The increase in
operating income is attributable to the acquisitions, after amortization of
intangibles, and an insurance recovery of prior years' environmental expenses.
Net income was adversely affected by the increased interest expense related to
the acquisitions.
For the first quarter of 1999, sales in the Textile Chemical Specialties
segment of $33.9 million were $1.9 million (5.2%) lower then the similar period
in 1998. Continued softness in the textile chemicals and garment processing
markets in North America, resulting in a volume decrease of 6.3%, was the
principle cause of the sales decline, while Europe textile chemical sales were
4.6% lower then the prior period, mainly the result of a decline in physical
volume. Somewhat offsetting these declines was a 41.9% increase in organic
chemical sales, related to new toll- manufacturing business from an existing
customer for whom an investment in new equipment was made in the prior year.
Sales for the first quarter of the Polymer Intermediates segment, formed by
Ruco and the toner polymer business (which is reported in Environmental Products
and Services for 1998), were $22.4 million. Compared to the segment's
pre-acquisition performance, unit sales of powder coating resins increased by
5.3% but dollar volume was down by 5.7% due to price decreases stemming from
partial pass through of lower raw material costs.
First quarter sales in the Environmental Products and Services segment were
$12.4 million, 3.4% under the same period last year, when the toner polymer
sales were included. This reflects a 9.6% increase in ion exchange physical
volume, more then offset by price decreases of 12.2%, and a 21.8% increase in
sales of Biochemicals which includes two months of Green Releaf operations.
The overall gross margin for the first quarter of 1999 was 34.3% versus
40.7% in 1998. The decline is largely due to the inclusion of Ruco in 1999,
which produces a considerably lower gross margin than the other two segments. In
the Textile Chemical
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<PAGE>
Specialties segment, 1999 margin of 42.5% was essentially unchanged from
1998. Organic margins rebounded on the strength of the large volume increase.
The gross margin of the Polymer Intermediate segment, at 20.7%, was
improved from the segment's pre-acquisition performance.
The gross margin in the Environmental Products and Services segment for
1999 increased 1.2 percentage points to 36.5%. Ion exchange margins were 6.3
percentage points lower as raw material price reductions of 6.0% and cost
improvements could not fully offset the sales price decline. The biochemical
product line had substantially higher margins, mainly because of Green Releaf,
and it was a larger proportion of the total segment's sales.
Operating expenses as a percent of sales decreased 7.0 percentage points to
20.6% in 1999, because of the lower operating cost structure of the Polymer
Intermediates segment and the insurance recovery. The Textile Chemical
Specialties segment operating expenses increased 4.7 percentage points
(excluding insurance recovery) to 33.9% of sales. The Environmental Products and
Services segment expenses were comparable to 1998 after excluding the $1.5
million insurance recovery
Other expense of $3.6 million for the quarter was substantially higher than
the same period in 1998 due to increased interest costs of $2.5 million,
relating to the acquisitions, and absence of foreign currency translation gains
of $.7 million experienced in 1998 from the changes in exchange rates of the
Korean Won and Dutch Guilder.
Additionally, in the first quarter of 1999, costs and expenses totaling
approximately $1.0 million were recorded for the following: a contract
cancellation penalty, labor contract negotiations preparations, raw material
price reductions, continuing Textile Chemical Specialties restructuring in North
America and incentive plans.
The Company's provision for income taxes was computed using applicable
prevailing income tax rates. Sybron's effective tax rate was 41.0% for 1999 and
1998.
Liquidity and Capital Resources
Cash and cash equivalents of $15.6 million as of March 31, 1999 were $.6
million above the balance as of December 31, 1998.
Operating activities generated cash flow of $7.5 million for the first
quarter of 1999 versus a cash outflow of $9.3 million for the same period in
1998. The 1999 results include the $2.0 million insurance recovery and a $1.1
million refund of U.S. Federal Income
-10-
<PAGE>
taxes. The cash outflow in 1998 represented substantial reductions in
accounts payable and accrued expenses in the first quarter of 1998. Those
reductions primarily reflected the refunding of an erroneous tax refund to the
Netherlands, payments of executive bonuses for 1997, terminated merger costs and
unusually high inventory and capital equipment purchases during the latter part
of 1997.
Net cash used by investing activities totaled $2.5 million for the first
quarter of 1999 compared to the $2.8 million for the comparable 1998 period. In
1999 the Company acquired certain assets of Green Releaf for approximately $1.5
million in cash plus possible future cash considerations contingent upon meeting
specific business performance thresholds. Capital expenditures were $1.1 million
in 1999 versus $2.8 million in 1998. The 1998 figure includes approximately $1.3
million for the purchase of property adjacent to the Company's manufacturing
site in Ede, Holland. The balance of 1999 should see an increase in the rate of
capital expenditures over the level experienced in the first quarter of 1999.
Financing activities used $4.1 million in net cash during the first quarter
of 1999 versus the $8.7 million used during the same period in 1998. The 1999
period reflects a long-term debt maturities of $1.8 million and repayment of
European short-term borrowings of $1.9 million. In the first quarter of 1998 the
Company repaid $8.8 million of its revolving credit facilities. Debt maturing
during the remainder of this year totals $7.3 million. The Company has available
a Revolving Credit Facility of $40 million. As of March 31, 1999, the entire
amount of the Revolving Credit Facility was available.
Management believes that its capital expenditures for existing operations
can be funded from operating cash flow. Management also believes that cash flow
from operations and available credit will be sufficient to finance its
operations and debt service requirements for the foreseeable future.
Year 2000 Readiness Disclosure
Many currently installed computer systems are not capable of distinguishing
21st century dates from 20th century dates. As a result, in less than nine
months, computer systems and/or software used by many companies in a wide
variety of applications will experience operating difficulties unless they are
modified or upgraded to adequately process information involving, related to or
dependent upon the century change. Significant uncertainty exists concerning the
scope and magnitude of problems associated with the century change.
-11-
<PAGE>
The Company recognizes the need to ensure its operations will not be
adversely impacted by Year 2000 software failures and has established a project
team to address Year 2000 risks. The project team has and will continue to
coordinate the identification of and implementation of changes to computer
hardware and software applications that will attempt to ensure availability and
integrity of the Company's information systems and the reliability of its
operational systems and manufacturing processes. The Company is also assessing
the potential overall impact of the impending century change on its business,
results of operations and financial position.
The Company has reviewed its information and operational systems and
manufacturing and laboratory processes in order to identify those services or
systems that are not Year 2000 compliant. As a result of this review, the
Company has determined that it will be required to modify or replace certain
information and operational systems so they will be Year 2000 compliant. These
modifications and replacements have been, are being, and will continue to be,
made in conjunction with the Company's overall systems initiatives. The total
cost of these Year 2000 compliance activities, estimated at less than $500,000,
has not been, and is not anticipated to be, material to the Company's financial
position or its results of operations. The Company expects to complete its Year
2000 project during 1999. Based on available information, the Company does not
believe any material exposure to significant business interruption exist as a
result of Year 2000 compliance issues. However, the company is evaluating a
formal contingency plan in the event its year 2000 project is not completed in a
timely manner. These costs and the timing in which the Company plans to complete
its Year 2000 modification and testing processes are based on management's best
estimates. However, there can be no assurance that the Company will timely
identify and remediate all significant Year 2000 problems, that remedial efforts
will not involve significant time and expense, or that such problems will not
have a material adverse effect on the Company's business, results of operations
or financial position.
The Company also faces risk to the extent that suppliers of products,
services and systems and others with whom the Company transacts business on a
worldwide basis do not comply with Year 2000 requirements. The Company has
initiated formal communications with significant suppliers and customers to
determine the extent to which the company is vulnerable to these third parties
failure to remediate their own Year 2000 issues. In the event any such third
parties cannot provide the Company with products, services, or systems that meet
the year 2000 requirements on a timely basis, or in the event Year 2000 issues
prevent such third parties from timely delivery of products or services required
by the Company, and the duration of such failure, the Company's results of
operations could be materially adversely affected. To the extent Year 2000
issues cause significant delays in, or cancellation of,
-12-
<PAGE>
orders for the company's products or services, the Company's business,
results of operations and financial position could be materially adversely
affected.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
There have been no material developments in connection with any pending
legal proceedings as reported in the Registrant's Form 10-K Annual Report which
was filed with the Securities and Exchange Commission on March 31, 1999.
Item 2. Changes in Securities and Use of Proceeds
In April 1999, the Company amended the Rights Agreement, dated as of August
7, 1998, between the Company and BankBoston, N.A., as Rights Agent (the "Rights
Agreement") to avoid the inadvertent occurrence of a Triggering Event (as
defined in the Rights Agreement), among other things, as set forth in Amendment
No. 1 to the Rights Agreement, dated as of April 20, 1999 by and between the
Company and the Rights Agent, a copy of which is filed herewith as Exhibit 4.1.
Item 6. Exhibits
On May 12, 1999, the Company filed a Form 8-A/A report containing Amendment
No. 1 to the Rights Agreement, dated as of April 20, 1999, by and between the
Company and the Rights Agent. The Rights previously were registered on August
14, 1998 by the filing of the Company's Registration Statement on Form 8-A with
the Securities and Exchange Commission.
Exhibit Description
4.1 Amendment No. 1 to the Rights Agreement, dated as of
April 20, 1999, by and between the Company and the
Rights Agent.
27 Financial Data Schedule
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<PAGE>
EXHIBIT INDEX
Exhibit Method of Filing
4.1 Amendment No. 1 to the Rights Agreement, (1)
dated as of April 20, 1999, by and
between the Company and the Rights Agent.
27 Financial Data Schedule *
(1) Incorporated herein by reference to Exhibit 1 to the Company's
Amended Registration Statement on Form 8-A/A, filed on May 12,
1999.
* Filed electronically herewith.
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<PAGE>
SIGNATURE
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.
SYBRON CHEMICALS INC.
/s/ Steven F. Ladin
Steven F. Ladin
Vice President, Finance and
Chief Financial Officer
Date: May 13, 1999
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<PAGE>
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<NAME> SYBRON CHEMICALS INC.
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> MAR-31-1999
<CASH> 15,552,000
<SECURITIES> 0
<RECEIVABLES> 49,244,000
<ALLOWANCES> 0
<INVENTORY> 35,912,000
<CURRENT-ASSETS> 105,001,000
<PP&E> 78,008,000
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<COMMON> 59,000
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<TOTAL-LIABILITY-AND-EQUITY> 269,635,000
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<TOTAL-REVENUES> 68,685,000
<CGS> 45,127,000
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