SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10 - Q/A
AMENDMENT NO. 1
(Mark one)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended June 30, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from TO
Commission file number 0-8135
SIGMA-ALDRICH CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
43-1050617
(I.R.S. Employer Identification No.)
3050 Spruce Street, St. Louis, Missouri 63103
(Address of principal executive office) (Zip Code)
(Registrant's telephone number, including area code) 314-771-5765
- -------------------------------------------------------------------------------
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 such
filing requirements for the past 90 days.
Yes X No
There were 100,857,804 shares of the Company's $1.00 par value common stock
outstanding on July 31, 1999.
<PAGE>
FORM 10 - Q/A
AMENDMENT NO. 1
The undersigned registrant hereby amends the footnote titled "Company Operations
by Segment" in the subheading "The Company's Operations by Industry Segment are
as follows" for the three months ended June 30, 1998.
PART 1 - FINANCIAL INFORMATION
Item 1. Financial Statements
<TABLE>
Sigma-Aldrich Corporation
Consolidated Statements of Income (unaudited)
(in thousands except per share amounts)
<CAPTION>
Three Months Six Months
Ended June 30, Ended June 30,
----------------------- -----------------------
1999 1998 1999 1998
----------------------- -----------------------
<S> <C> <C> <C> <C>
Net sales $ 318,393 $ 294,558 $ 651,354 $ 600,757
Cost of products sold 151,381 136,320 309,401 279,411
--------- --------- --------- ---------
Gross profit 167,012 158,238 341,953 321,346
Selling, general and administrative expenses 101,194 96,048 209,466 192,335
--------- --------- --------- ---------
Income before income taxes 65,818 62,190 132,487 129,011
Provision for income taxes 21,391 21,090 43,458 43,751
--------- --------- --------- ---------
Net income $ 44,427 $ 41,100 $ 89,029 $ 85,260
========= ========= ========= =========
Net income per share - Basic $0.44 $0.41 $0.88 $0.85
========= ========= ========= =========
Net income per share - Diluted $0.44 $0.41 $0.88 $0.84
========= ========= ========= =========
Weighted average number of shares outstanding - Basic 100,786 100,565 100,728 100,514
========= ========= ========= =========
Weighted average number of shares outstanding - Diluted 101,374 101,443 101,187 101,559
========= ========= ========= =========
Dividends per share $ 0.0725 $ 0.0700 $0.1450 $0.1400
========= ========= ========= =========
See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
Sigma-Aldrich Corporation
Consolidated Balance Sheets
(in thousands)
<CAPTION> June 30, December 31,
1999 1998
------------ -----------
<S> <C> <C>
Assets (unaudited)
Current assets:
Cash and temporary cash investments $ 31,423 $ 24,345
Accounts receivable, net of allowance
for doubtful accounts 251,123 229,486
Inventories 455,111 464,035
Other current assets 58,456 54,815
----------- -----------
Total current assets 796,113 772,681
----------- -----------
Property, plant and equipment:
Land 33,124 32,623
Buildings and improvements 311,808 318,073
Machinery and equipment 458,228 456,506
Construction in progress 115,346 84,463
Less-Accumulated depreciation (395,473) (372,926)
----------- -----------
Net property, plant and equipment 523,033 518,739
----------- -----------
Goodwill, net 105,843 113,737
Other assets 20,568 27,678
----------- -----------
Total assets $ 1,445,557 $ 1,432,835
=========== ===========
Liabilities and Stockholders' Equity
Current Liabilities:
Notes payable $ 3,702 $ 30,019
Current maturities of long-term debt 85 624
Accounts payable 48,309 63,520
Accrued payroll and other expenses 54,758 47,337
Accrued income taxes 11,805 872
----------- -----------
Total current liabilities 118,659 142,372
----------- -----------
Long-term debt 358 415
----------- -----------
Deferred postretirement benefits 40,561 40,663
----------- -----------
Deferred compensation 8,112 7,894
----------- -----------
Other liabilities 10,118 25,111
----------- -----------
Stockholders' equity:
Common stock, $1.00 par value, 200,000 shares
authorized, 100,799 and 100,623 shares
outstanding, respectively 100,799 100,623
Capital in excess of par value 33,256 29,238
Retained earnings 1,172,080 1,097,653
Accumulated other comprehensive loss (38,386) (11,134)
----------- -----------
Total stockholders' equity 1,267,749 1,216,380
----------- -----------
Total liabilities and
stockholders' equity $ 1,445,557 $ 1,432,835
=========== ===========
See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
Sigma-Aldrich Corporation
Consolidated Statements of Cash Flows (unaudited)
(in thousands)
<CAPTION> Six Months
Ended June 30,
-------------------------
1999 1998
-------------------------
Cash flows from operating activities:
<S> <C> <C>
Net income $ 89,029 $ 85,260
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation and amortization 34,670 28,474
Postretirement benefits expense 2,500 2,300
Deferred income taxes 305 661
Deferred compensation expense 1,670 (1,073)
Deferred compensation payments (1,088) (1,014)
Increase in accounts receivable (31,185) (44,960)
Increase in inventories (5,575) (20,944)
(Increase) decrease in other current assets (6,428) 8,109
Decrease in accounts payable (13,348) (1,922)
Increase in accured payroll and other expenses 18,132 5,382
Increase (decrease) in accrued income taxes 11,692 (4,902)
--------- ---------
Net cash provided by operating activities 100,374 55,371
--------- ---------
Cash flows from investing activities:
Property, plant and equipment additions,net (47,079) (62,955)
Other, net (8,101) (9,470)
--------- ---------
Net cash used in investing activities (55,180) (72,425)
--------- ---------
Cash flows from financing activities:
(Repayment) issuance of notes payable (26,743) 163
(Repayment) issuance of long-term debt (15) 66
Payment of dividends (14,605) (14,074)
Exercise of employee stock options 3,437 3,437
--------- ---------
Net cash used in financing activities (37,926) (10,408)
--------- ---------
Effect of exchange rate changes on cash (190) (206)
--------- ---------
Net change in cash and cash equivalents 7,078 (27,668)
Cash and cash equivalents at January 1 24,345 46,228
--------- ---------
Cash and cash equivalents at June 30 $ 31,423 $ 18,560
========= =========
Supplemental disclosures of cash flow information:
Income taxes paid $ 31,461 $ 47,985
Interest paid, net of capitalized interest $ 1,574 $ 116
See accompanying notes to consolidated financial statements.
Sigma-Aldrich Corporation
Notes to Consolidated Financial Statements
(in thousands, except per share amounts)
Basis of Presentation
The accompanying unaudited consolidated financial statements have
been prepared in accordance with generally accepted accounting
principles (GAAP) for interim financial information and the instructions
to Form 10-Q and Rule 10-01 of Regulation S-X and, accordingly, do
not include all information and footnotes required by generally
accepted accounting principles for complete financial statements.
For further information, refer to the notes to consolidated
financial statements included in the Company's Annual Report on
Form 10-K for the year ended December 31, 1998. In the opinion of
management, all adjustments, consisting of normal recurring
accruals, considered necessary for a fair presentation have been
included. Operating results for the six months ended June 30,
1999, are not necessarily indicative of the results that may be
expected for the year ending December 31, 1999.
Earnings per Share
Earnings per share is based on the weighted average number of
shares outstanding during each period for both Basic and Diluted.
Reconciliation of Earnings and Shares
Per-Share
For the Quarter Ended June 30, 1999 Income Shares Amount
- ------------------------------------ ------ ------ ---------
Basic Earnings per Share
Net income available to
common shareholders $44,427 100,786 $0.44
Options Outstanding -- 588
------- -------
Diluted Earnings per Share
Net income available to
common shareholders $44,427 101,374 $0.44
------- ------- -----
For the Quarter Ended June 30, 1998
- ------------------------------------
Basic Earnings per Share
Net income available to
common shareholders $41,100 100,565 $0.41
Options Outstanding -- 878
------- -------
Diluted Earnings per Share
Net income available to
common shareholders $41,100 101,443 $0.41
------- ------- -----
Per-Share
For the Six Months Ended June 30, 1999 Earnings Shares Amount
- -------------------------------------- -------- -------- ---------
Basic Earnings per Share
Net income available to
common shareholders $89,029 100,728 $0.88
Options Outstanding -- 459
-------- --------
Diluted Earnings per Share
Net income available to
common shareholders $89,029 101,187 $0.88
-------- -------- ---------
For the Six Months Ended June 30, 1998
- --------------------------------------
Basic Earnings per Share
Net income available to
common shareholders $85,260 100,514 $0.85
Options Outstanding -- 1,045
-------- --------
Diluted Earnings per Share
Net income available to
common shareholders $85,260 101,559 $0.84
-------- -------- ---------
Inventories
The principal categories of consolidated inventories were:
June 30, December 31,
1999 1998
--------- -----------
Finished goods $367,713 $374,578
Work in process 27,135 25,627
Raw materials 60,263 63,830
--------- ----------
$455,111 $464,035
========= ==========
Financial Derivatives
The Company uses forward exchange contracts to hedge certain
receivables and payables denominated in foreign currencies. Most
of the contracts are single currency. Gains and losses on these
hedges, based on the difference in the contract rate and the spot
rate at the end of each month for all contracts still in force are
typically offset by transaction gains and losses, with net gains
and losses included in selling, general, and administrative
expenses. While contract terminations are infrequent, gains and
losses are recognized in the month of termination in the same
manner.
In June 1998, the Financial Accounting Standards Board (FASB)
adopted Statement of Financial Accounting Standards No. 133,
"Accounting for Derivative Instruments and Hedging Activities"
(SFAS No. 133). SFAS No. 133 establishes accounting and reporting
standards requiring that every derivative instrument (including
certain derivative instruments embedded in other contracts) be
recorded in the balance sheet as either an asset or liability
measured at its fair value and that changes in the derivative's
fair value be recognized currently in earnings unless specific
hedge accounting criteria are met. Special accounting for
qualifying hedges allows a derivative's gains and losses to offset
related results on the hedged item in the income statement, and
requires that a company formally document, designate, and assess
the effectiveness of transactions that receive hedge accounting.
The FASB has delayed the effective date of SFAS 133 to fiscals
years beginning after June 15, 2000. The Company has not yet
quantified the effects of adopting SFAS No. 133 on its consolidated
financial statements nor has it determined the timing or method of
its adoption of SFAS No. 133. However, SFAS No. 133 could increase
volatility in earnings and other comprehensive income.
Comprehensive Income
On January 1, 1998, the Company adopted Financial Accounting
Standards No. 130, "Reporting Comprehensive Income", which is the
change in equity of a business enterprise during a period from
transactions and other events and circumstances from non-owner
sources; it includes all changes in equity during a period except
those resulting from investments by owners and distributions to
owners.
Comprehensive income is the total of all components of
comprehensive income and other comprehensive income, including net
income. Other comprehensive income refers to revenues, expenses,
gains and losses that under GAAP are excluded from net income. For
the Company, the only element of other comprehensive income is
cumulative translation adjustments arising from the translation of
certain balance sheet accounts from local currency to functional
currency.
For the quarter ended June 30, 1999 and 1998, comprehensive income
was $35.4 million and $35.5 million, respectively. For the first
six months of 1999 and 1998, comprehensive income was $61.8 and
$72.6 million respectively.
Company Operations By Segment
The Chemical Products segment distributes biochemicals, organic
chemicals, chromatography products, diagnostic reagents and related
products for use in research and development, in the diagnosis of
disease and in manufacturing. These products are both manufactured
by the Company and purchased for resale. The Metal Products
segment manufactures and distributes components for metal
frameworks used in industry to support pipes, lighting fixtures and
conduit, continuous networks of trays used in routing power and
telecommunications cabling, and electrical and electronic
enclosures. Sales between these two industry segments are not
significant. Cash and temporary cash investments are considered
available for general corporate purposes and, accordingly, are not
allocated to the identifiable assets of either segment.
The Company's operations by geographic segment are as follows:
</TABLE>
<TABLE>
<CAPTION> Three Months Ended Six Months Ended
June 30, June 30,
1999 1998 1999 1998
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Net sales to unaffiliated customers:
United States $188,463 $180,794 $380,620 $361,459
International 129,930 113,764 270,734 239,298
Net intercompany sales between
geographic areas:
United States 51,711 42,081 110,941 97,509
International 7,436 8,153 15,981 16,451
Eliminations (59,147) (50,234) (126,922) (113,960)
--------- --------- --------- ---------
Total $318,393 $294,558 $651,354 $600,757
========= ========= ========= =========
Income before provision for income
taxes:
United States $ 55,547 $ 55,846 $107,763 $113,764
International 9,248 6,709 24,534 16,520
Eliminations 1,023 (365) 190 (1,273)
--------- --------- --------- ---------
Total $ 65,818 $ 62,190 $132,487 $129,011
========= ========= ========= =========
Identifiable assets:
United States $959,915 $896,880
International 524,615 461,658
Eliminations (38,973) (46,966)
----------- -----------
Total $1,445,557 $1,311,572
=========== ===========
The Company's operations by industry segment are as follows:
Net sales to unaffiliated customers:
Chemical Products $256,397 $234,474 $528,647 $484,384
Metal Products 61,996 60,084 122,707 116,373
-------- -------- -------- --------
Total $318,393 $294,558 $651,354 $600,757
======== ======== ======== ========
Income before provision for income
taxes:
Chemical Products $ 56,835 $ 52,396 $114,916 $108,543
Metal Products 8,917 9,733 17,747 19,112
Interest, net 66 61 (176) 1,356
-------- -------- --------- --------
Total $ 65,818 $ 62,190 $132,487 $129,011
======== ======== ========= ========
Identifiable assets:
Chemical Products $1,263,512 $1,135,031
Metal Products 150,622 157,981
Cash and temporary cash investments 31,423 18,560
---------- ----------
Total $1,445,557 $1,311,572
========== ==========
</TABLE>
(27) Financial Data Schedule
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.
SIGMA-ALDRICH CORPORATION
(Registrant)
By /s/ Karen J. Miller November 12, 1999
---------------------------- ---------------
Karen J. Miller, Controller Date
(on behalf of the Company and as Principal Accounting Officer)
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> JUN-30-1999
<CASH> 31,423
<SECURITIES> 0
<RECEIVABLES> 251,123
<ALLOWANCES> 0
<INVENTORY> 455,111
<CURRENT-ASSETS> 58,456
<PP&E> 918,506
<DEPRECIATION> 395,473
<TOTAL-ASSETS> 1,445,557
<CURRENT-LIABILITIES> 118,659
<BONDS> 0
0
0
<COMMON> 100,799
<OTHER-SE> 1,166,950
<TOTAL-LIABILITY-AND-EQUITY> 1,445,557
<SALES> 651,354
<TOTAL-REVENUES> 651,354
<CGS> 309,401
<TOTAL-COSTS> 309,401
<OTHER-EXPENSES> 209,466
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 132,487
<INCOME-TAX> 43,458
<INCOME-CONTINUING> 89,029
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 89,029
<EPS-BASIC> .88
<EPS-DILUTED> .88
</TABLE>
