<PAGE>
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(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 25, 1998
----------------------
[ ] 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 1-13030
Bush Boake Allen Inc.
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(Exact Name of Registrant as Specified in Its Charter)
Virginia 13-2560391
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(State or Other Jurisdiction of (I.R.S. Employer
Incorporation of Organization) Identification No.)
7 Mercedes Drive, Montvale, New Jersey 07645
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(Address of Principal Executive Offices) (Zip Code)
(201) 391-9870
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(Registrant's Telephone Number, Including Area Code)
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, and (2) has been subject to such filing requirements
for the past 90 days.
YES X NO
------- -------
19,280,800 shares of Registrant's Common Stock, par value $1 per share, were
outstanding as of the close of business on June 25, 1998.
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BUSH BOAKE ALLEN INC.
INDEX
PAGE
PART I. FINANCIAL INFORMATION*
Item 1. Financial Statements 2
Item 2. Management's Discussion and
Analysis of Financial Condition
and Results of Operations 8
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 13
-------------------------------------------
* A summary of the Registrant's significant accounting policies is contained in
the Registrant's Form 10-K for the year ended December 25, 1997 which has
previously been filed with the Commission.
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
BUSH BOAKE ALLEN INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
($ in thousands, except per share)
<TABLE>
<CAPTION>
QUARTER ENDED SIX MONTHS ENDED
JUNE 25, JUNE 25,
--------------------------- ---------------------------
1998 1997 1998 1997
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net Sales $122,291 $125,704 $240,537 $244,111
Costs and other charges:
Cost of goods sold 77,173 80,003 152,788 157,048
Selling and administrative expenses 23,827 25,314 46,943 49,075
Research and development expenses 6,431 5,689 12,620 11,441
-------- -------- -------- --------
Income from operations 14,860 14,698 28,186 26,547
-------- -------- -------- --------
Interest expense 853 933 1,630 1,513
Other (income) expense, net 1,139 744 1,903 868
-------- -------- -------- --------
Income before income taxes 12,868 13,021 24,653 24,166
-------- -------- -------- --------
Income taxes 4,147 4,550 8,281 8,453
-------- -------- -------- --------
Net Income $ 8,721 $ 8,471 $ 16,372 $ 15,713
======== ======== ======== ========
Net income per share:
- Basic $0.45 $0.44 $0.85 $0.82
===== ===== ===== =====
- Diluted $0.45 $0.44 $0.84 $0.81
===== ===== ===== =====
Weighted average number of shares outstanding:
- Basic 19,280,800 19,227,776 19,275,086 19,225,019
========== ========== ========== ==========
- Diluted 19,391,618 19,420,911 19,400,044 19,418,154
========== ========== ========== ==========
</TABLE>
See accompanying notes to the Consolidated Financial Statements.
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BUSH BOAKE ALLEN INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
($ in thousands)
<TABLE>
<CAPTION>
JUNE 25, DECEMBER 25,
1998 1997
---- ----
<S> <C> <C>
ASSETS
- ------
Cash and cash equivalents $ 4,894 $ 4,358
Receivables, net 95,037 88,841
Inventories 105,960 102,491
Other 6,679 5,706
-------- --------
Total current assets 212,570 201,396
Property, plant and equipment, net 185,611 177,217
Other assets 47,794 45,530
-------- --------
Total Assets $445,975 $424,143
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
Notes payable and current maturities $ 35,112 $ 35,833
Accounts payable 38,665 37,519
Accrued liabilities 25,422 24,713
Income and other taxes 460 1,474
-------- --------
Total current liabilities 99,659 99,539
Long-term debt 8,029 3,456
Deferred income taxes 23,204 22,105
Other long-term liabilities 10,453 10,651
Stockholders' equity:
Common stock - (Shares outstanding:
1998: 19,280,800 and 1997: 19,258,800) 19,281 19,259
Additional paid-in capital 168,398 168,044
Retained earnings 126,454 110,082
Accumulated other comprehensive income (9,503) (8,993)
-------- --------
Total stockholders' equity 304,630 288,392
-------- --------
Total Liabilities and Stockholders' Equity $445,975 $424,143
======== ========
</TABLE>
See accompanying notes to the Consolidated Financial Statements.
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BUSH BOAKE ALLEN INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
($ in thousands)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 25,
----------------
1998 1997
---- ----
<S> <C> <C>
Cash provided by (used for) operations:
Net income $ 16,372 $ 15,713
Adjustments to reconcile net income
to cash provided by operations:
Depreciation and amortization 8,900 8,433
Deferred income taxes 1,047 627
Other 1,388 387
Changes in operational assets and liabilities:
Receivables, net (8,445) (6,273)
Inventories (5,114) (3,664)
Other assets (3,892) (1,949)
Accounts payable, taxes
and other liabilities 2,326 3,849
-------- ---------
Cash provided by operations 12,582 17,123
-------- ---------
Cash provided by (used for) investment activities:
Capital expenditures (18,541) (14,081)
Payments for acquisitions (372) (3,859)
Other 266 58
-------- --------
Cash used for investment activities (18,647) (17,882)
-------- --------
Cash provided by (used for) financing activities:
Proceeds from issuance of common stock, net 352 -
Change in notes payable, net 137 2,763
Proceeds from issuance of long-term debt 6,825 -
Other - (2)
-------- --------
Cash provided by financing activities 7,314 2,761
-------- --------
Effect of exchange rate changes on cash (713) (700)
-------- --------
Increase in cash and cash equivalents 536 1,302
Balance at beginning of period 4,358 4,330
-------- ---------
Balance at end of period $ 4,894 $ 5,632
======== =========
</TABLE>
See accompanying notes to the Consolidated Financial Statements.
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BUSH BOAKE ALLEN INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
($ in thousands)
<TABLE>
<CAPTION>
QUARTER ENDED SIX MONTHS ENDED
JUNE 25, JUNE 25,
--------------------------- ---------------------------
1998 1997 1998 1997
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net Income $ 8,721 $ 8,471 $16,372 $15,713
Other comprehensive income, net of tax:
Foreign currency translation adjustments (2,057) 3,546 (510) 405
------- ------- ------- -------
Total other comprehensive income (2,057) 3,546 (510) 405
------- ------- ------- -------
Comprehensive Income $ 6,664 $12,017 $15,862 $16,118
======= ======= ======= =======
</TABLE>
See accompanying notes to the Consolidated Financial Statements.
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BUSH BOAKE ALLEN INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1. The information furnished in this report is unaudited but includes
all adjustments which, in the opinion of management, are necessary for
a fair presentation of results for the interim periods reported. The
adjustments made were of a normal recurring nature. Results for the
interim periods are not necessarily indicative of results for the full
period or for any other interim period.
Note 2. Inventories
<TABLE>
<CAPTION>
June 25, 1998 December 25, 1997
------------- -----------------
($ in thousands)
<S> <C> <C>
Finished goods $ 38,537 $ 29,035
Raw materials 49,840 54,621
Work in process 14,090 14,170
Supplies 3,493 4,665
-------- --------
Total $105,960 $102,491
======== ========
</TABLE>
Note 3. Stockholders' Equity (in thousands)
<TABLE>
<CAPTION>
COMMON STOCK ADDITIONAL OTHER TOTAL
------------ PAID-IN RETAINED EQUITY STOCKHOLDERS'
SHARES AMOUNTS CAPITAL EARNINGS ADJUSTMENTS EQUITY
------ ------- ---------- -------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Balance December 25, 1997 19,259 $19,259 $168,044 $110,082 $(8,993) $288,392
Net Income 16,372 16,372
Issuance of Stock for Options 22 22 354 376
Foreign Currency Translation (510) (510)
------ ------- -------- -------- ------- --------
Balance June 25, 1998 19,281 $19,281 $168,398 $126,454 $(9,503) $304,630
====== ======= ======== ======== ======= ========
</TABLE>
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Note 4. Other Comprehensive Income
Effective March 25, 1998, the Company implemented the provisions of Statement of
Financial Accounting Standards (SFAS) No. 130, "Reporting Comprehensive Income".
This standard affects financial statement presentation and disclosure but has no
impact on the Company's consolidated financial position or results of
operations. The components of Other Comprehensive Income consist entirely of the
Foreign Currency Translation Adjustment as reported in the Consolidated
Statement of Comprehensive Income for the periods ending June 25, 1998 and 1997,
and as reported in the Consolidated Balance Sheets as of June 25, 1998 and
December 25, 1997. Bush Boake Allen Inc. does not provide any Federal or State
deferred income taxes on the cumulative undistributed earnings of foreign
subsidiaries including cumulative translation adjustments with respect to such
foreign subsidiaries, because the earnings have been reinvested in the business
of those companies.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
QUARTER ENDED JUNE 25, 1998 COMPARED TO QUARTER ENDED JUNE 25, 1997
NET SALES
Net sales for the second quarter ended June 25, 1998 decreased 2.7% to
$122.3 million from $125.7 million for the quarter ended June 25, 1997. The
aroma chemicals segment reported a decrease in sales of 8.7% over the second
quarter of 1997. This decrease reflects competitive pricing pressure in Europe
due to the strengthening of the Pound Sterling, lower sales of musk chemicals
due to a decline in both volume and price and a decrease in volume of shipments
under a long-term supply agreement with a major customer. The flavor and
fragrance segment recorded a decrease in second quarter sales of 1.2% over the
second quarter of 1997. The Asia Pacific region and the International region
sales decreased 14.6% and 4.8%, respectively from the second quarter of 1997
offset by a 7.2% increase in the Americas region. Net sales were adversely
affected by the movement in foreign currency exchange rates. If exchange rates
had remained unchanged from the second quarter 1997 to the second quarter 1998,
the increase in total net sales would have been approximately 4%.
COST OF GOODS SOLD
Cost of goods sold in the second quarter of 1998 decreased to $77.2 million
from $80.0 million in the second quarter of 1997 due primarily to lower sales
and improved operating efficiencies. Cost of goods sold as a percentage of net
sales decreased to 63.1% from 63.6%.
SELLING AND ADMINISTRATIVE EXPENSES
Selling and administrative expenses in the second quarter of 1998 decreased
to $23.8 million from $25.3 million in the second quarter of 1997. This decrease
reflects the benefit from the Company's cost reduction program of last year
which resulted in a reduction in total Company staff of over 5%. Selling and
administrative expenses as a percentage of net sales decreased to 19.5% from
20.1%.
RESEARCH AND DEVELOPMENT EXPENSES
Research and development expenses in the second quarter of 1998 increased
to $6.4 million from $5.7 million in the second quarter of 1997. This increase
is due primarily to additional creative and technical personnel for the flavor
and fragrance segment. Research and development expenses as a percentage of net
sales increased to 5.3% from 4.5%.
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<PAGE>
INCOME FROM OPERATIONS
Income from operations in the second quarter of 1998 increased 1.1% to
$14.9 million from $14.7 million in the second quarter of 1997. Operating
margins improved to 12.2% from 11.7% in the second quarter of 1997 reflecting
the benefit from Company cost reduction programs and higher gross margins in the
flavor and fragrance segment due primarily to improved product mix and continued
improvement in operating efficiencies.
Income from operations, exclusive of corporate items, for the flavor and
fragrance segment was $14.0 million in the second quarter of 1998 and 1997. An
increase in operating income was reported in the Europe and Americas regions
offset by decreases in the International and Asia Pacific regions. The Company's
aroma chemical segment recorded second quarter operating income (exclusive of
corporate items) of $4.8 million in 1998, compared to $5.4 million in the second
quarter of 1997. The decrease in operating income is primarily due to lower
sales volume, competitive pricing pressures in Europe resulting from the strong
Pound Sterling and higher turpentine raw material costs. Adverse foreign
currency exchange rate movements accounted for a decrease in operating income of
approximately 5%.
OTHER (INCOME) EXPENSE, NET
Other (income) expense for the second quarter of 1998 was $1.1 million
expense compared to $700,000 expense in the second quarter of 1997 primarily due
to higher foreign exchange losses over the prior year.
INTEREST EXPENSE
Interest expense, net was $900,000 for the second quarter of 1998 and 1997.
INCOME TAXES
Income tax expense in the second quarter of 1998 decreased to $4.1 million
from $4.6 million in the second quarter of 1997 as a result of lower pre-tax
income, and the second quarter this year reflects a deferred tax benefit due to
a reduction in foreign statutory income tax rates. The Company's effective tax
rate in the second quarter of 1998 decreased to 32.2% from 34.9% for the second
quarter of 1997.
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SIX MONTHS ENDED JUNE 25, 1998 COMPARED TO SIX MONTHS ENDED JUNE 25, 1997
NET SALES
Net sales for the six months ended June 25, 1998 decreased 1.5% to $240.5
million from $244.1 million in the comparable prior period. Net sales of aroma
chemicals decreased 5.5% to $47.8 million from $50.5 million primarily due to
competitive pricing pressure in Europe due to the strengthening of the Pound
Sterling, lower sales of musk chemicals due to a decline both in volume and
price and a decrease in volume of shipments year to date under a long-term
supply agreement with a major customer. Net sales of the flavor and fragrance
segment decreased slightly to $192.8 million from $193.6 million. The Asia
Pacific region and the International region sales decreased 12.0% and 2.0%,
respectively from the six months ended June 25, 1997 offset by a 9.4% increase
in the Americas region. Net sales were adversely affected by the movement in
foreign currency exchange rates. If exchange rates had remained unchanged from
the first half of 1997 to the first half of 1998, the increase in total net
sales would have been approximately 6%.
COST OF GOODS SOLD
Cost of goods sold for the six months ended June 25, 1998 decreased to
$152.8 million from $157.0 million in the comparable prior year period due
primarily to decreased sales and process efficiencies offset partially by higher
depreciation expense. Cost of goods sold as a percentage of net sales decreased
to 63.5% from 64.3%.
SELLING AND ADMINISTRATIVE EXPENSES
Selling and administrative expenses for the six months ended June 25, 1998
decreased to $46.9 million from $49.1 million in the comparable prior year
period. This decrease reflects the benefit from the Company's cost reduction
program of last year which resulted in a reduction in total Company staff of
over 5%. Selling and administrative expenses as a percentage of net sales
decreased to 19.5% from 20.1%.
RESEARCH AND DEVELOPMENT EXPENSES
Research and development expenses for the six months ended June 25, 1998
increased to $12.6 million from $11.4 million in the comparable prior year
period. This increase is due primarily to additional creative and technical
personnel for the flavor and fragrance segment. Research and development
expenses as a percentage of net sales increased to 5.2% from 4.7%.
INCOME FROM OPERATIONS
Income from operations for the six months ended June 25, 1998 increased
6.2% to $28.2 million from $26.5 million in the comparable prior year period.
Operating margins improved to 11.7% from 10.9% in the prior year reflecting the
benefit from Company cost reduction programs and higher gross margins in the
flavor and fragrance segment due primarily to improved product mix and continued
improvement in operating efficiencies.
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<PAGE>
Income from operations, exclusive of corporate items, for the flavor and
fragrance segment increased 5.5% to $26.1 million from $24.8 million in the
prior year first half. The increase in operating income is primarily
attributable to the strong results in the Americas region. The Company's aroma
chemical segment recorded first half operating income (exclusive of corporate
items) of $10.9 million in 1998, compared to $11.3 million in the first half of
1997. The decrease in operating income is primarily due to lower sales volume,
competitive pricing pressures in Europe resulting from the strong Pound Sterling
and higher turpentine raw material costs. Adverse foreign currency exchange rate
movements accounted for a decrease in operating income of approximately 5%.
OTHER (INCOME) EXPENSE, NET
Other (income) expense for the six months ended June 25, 1998 was $1.9
million expense compared to $900,000 expense for the six months ended June 25,
1997 primarily due to higher foreign exchange losses and lower rental income on
UK property compared to the prior year.
INTEREST EXPENSE
Interest expense, net for the six months ended June 25, 1998 increased to
$1.6 million from $1.5 million in the comparable prior year period primarily due
to lower capitalized interest.
INCOME TAXES
Income tax expense for the six months ended June 25, 1998 decreased to $8.3
million from $8.5 million in the comparable prior year period. The first half of
this year reflects a deferred tax benefit due to a reduction in foreign
statutory income tax rates. The Company's effective tax rate in the first half
of 1998 decreased to 33.6% from 35.0% in the comparable prior year period.
LIQUIDITY AND CAPITAL RESOURCES
Cash flows provided by operations for the six months ended June 25, 1998
were $12.6 million compared to $17.1 million for the six months ended June 25,
1997. The decrease is primarily due to changes in operational assets and
liabilities, mainly from an increase in trade receivables, inventories and other
assets during the first half of 1998.
At June 25, 1998, working capital of the Company was $112.9 million, a
$11.0 million increase from $101.9 million at December 25, 1997. The change in
working capital is primarily due to the increase in total current assets, mainly
from an increase in accounts receivable and inventories.
As of June 25, 1998, the Company had cash and cash equivalents of $4.9
million. The Company believes that its available cash, funds provided by
operations and available borrowing capacity under its credit facilities will be
sufficient to support its debt service, working capital and capital expenditure
requirements for the foreseeable future. In connection with its capital
expenditures, management has decided to delay the construction of a greenfield
aroma chemical plant in India due to market changes in the price and demand for
some key products. The decision will be reevaluated in conjunction with the
availability of manufacturing capacity at the Company's aroma chemical plant in
Widnes, UK.
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ACCOUNTING MATTERS
In June 1997, the Financial Accounting Standards Board (FASB) issued SFAS
NO. 131, "Disclosures about Segments of an Enterprise and Related Information."
This statement requires the disclosure of segment information on the same basis
that is used internally for evaluating segment performance and allocating
resources to segments. In February 1998, the FASB issued SFAS No.132,
"Employers' Disclosures about Pensions and Other Postretirement Benefits." This
statement will standardize the disclosure requirements for pensions and other
postretirement benefit plans. Implementation of these new statements is required
for calendar year 1998 and will effect financial statement presentation and
disclosure, but will not have a financial impact on the Company's consolidated
financial position or results of operations.
In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities." The Company will adopt this statement in
the year 2000. This statement establishes accounting and reporting standards for
derivative instruments and for hedging activities. This statement affects
financial statement presentation and disclosure, but will not have a material
impact on the Company's consolidated financial position or results of
operations.
YEAR 2000
The Company is currently evaluating its operations to determine if its
computer systems and process control equipment are "Year 2000" compliant. The
Company has not yet fully assessed the "Year 2000" compliance expenses, but is
in the process of developing a workplan to correct any foreseeable problems.
While it is not possible at present to quantify the cost of corrective actions,
management currently expects that these actions will not have a material impact
on the Company's financial position, liquidity, or results of operations. While
the Company believes all necessary work will be completed in a timely fashion,
there can be no guarantee that all systems will be compliant by the year 2000 or
that the systems of other companies on which the Company relies will be
converted within the same timeframe.
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Statements in this report that are not historical are forward-looking statements
which are subject to risks and uncertainties that could cause actual results to
differ materially. Such risks and uncertainties with respect to Bush Boake
Allen's business include general economic conditions, customers changing flavor
and/or fragrance formulations, pricing and availability of raw materials and
political and economic uncertainties including currency fluctuations in the many
countries in which we operate.
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PART II.
OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
A) EXHIBITS
No. Description
--- -----------
11 Statement regarding computation of
per share earnings
27 Financial Data Schedule
B) REPORTS ON FORM 8-K
No Current Report on Form 8-K was filed by the Registrant during the
second quarter of 1998.
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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.
BUSH BOAKE ALLEN INC.
Date: August 7, 1998 By: /s/ Fred W. Brown, Jr.
---------------------------------- -------------------------------
Fred W. Brown, Jr.
Vice President Finance and
Chief Financial Officer
Date: August 7, 1998 By: /s/ Dennis M. Meany
-------------------------- -------------------------------
Dennis M. Meany
Vice President, General Counsel
and Secretary
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EXHIBIT 11
COMPUTATION OF PER SHARE EARNINGS
<TABLE>
<CAPTION>
QUARTER ENDED SIX MONTHS ENDED
JUNE 25, JUNE 25,
--------------------------- ---------------------------
1998 1997 1998 1997
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net Income $ 8,721,000 $ 8,471,000 $16,372,000 $15,713,000
Shares used to compute
earnings per share 19,280,800 19,227,776 19,275,086 19,225,019
Earnings Per Share - Basic $0.45 $0.44 $0.85 $0.82
Shares used to compute
earnings per share including
common stock equivalents - Diluted 19,391,618 19,420,911 19,400,044 19,418,154
Earnings Per Share - Diluted $0.45 $0.44 $0.84 $0.81
</TABLE>
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<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-25-1998
<PERIOD-START> DEC-26-1997
<PERIOD-END> JUN-25-1998
<CASH> 4,894
<SECURITIES> 0
<RECEIVABLES> 95,037
<ALLOWANCES> 0
<INVENTORY> 105,960
<CURRENT-ASSETS> 212,570
<PP&E> 185,611
<DEPRECIATION> 0
<TOTAL-ASSETS> 445,975
<CURRENT-LIABILITIES> 99,659
<BONDS> 8,029
<COMMON> 304,630
0
0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 445,975
<SALES> 240,537
<TOTAL-REVENUES> 240,537
<CGS> 152,788
<TOTAL-COSTS> 212,351
<OTHER-EXPENSES> 1,903
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,630
<INCOME-PRETAX> 24,653
<INCOME-TAX> 8,281
<INCOME-CONTINUING> 16,372
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 16,372
<EPS-PRIMARY> 0.85
<EPS-DILUTED> 0.84
</TABLE>
