UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549 - 1004
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
OF 1934
FOR THE QUARTERLY PERIOD ENDED September 30, 2003
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COMMISSION FILE NUMBER 1-13889
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MacDermid, Incorporated
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(Exact name of registrant as specified in its charter)
Connecticut 06-0435750
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
245 Freight Street, Waterbury, Connecticut 06702
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (203) 575-5700
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n/a
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Former name, former address or 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 .
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Indicate by check mark whether the registrant is an accelerated filer as defined
in Rule 12b-2 of the Act.
Yes X No .
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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 November 1, 2003
---------------------- -------------------------------
Common Stock, no par value 30,283,165 shares
MACDERMID, INCORPORATED
INDEX
Page No.
--------
Part I. Financial Information
Item 1. Financial Statements
Consolidated Condensed Balance Sheets -
September 30, 2003 and December 31, 2002 . . . . . . . . . 2-3
Consolidated Condensed Statements of Earnings
and Retained Earnings - Nine and Three Months Ended
September 30, 2003 and 2002. . . . . . . . . . . . . . . . 4
Consolidated Condensed Statements of Cash Flows -
Nine Months Ended September 30, 2003 and 2002. . . . . . . 5
Notes to Consolidated Condensed Financial Statements . . . . 6-23
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations. . . . . 24-32
Item 3. Quantitative and Qualitative Disclosures about Market Risk 32
Item 4. Controls and Procedures. . . . . . . . . . . . . . . . . . 32
Part II. Other Information. . . . . . . . . . . . . . . . . . . . 33
Signatures. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
MACDERMID, INCORPORATED
CONSOLIDATED CONDENSED BALANCE SHEETS
(Amounts in Thousands of Dollars)
(Unaudited)
September 30, 2003 December 31, 2002
------------------- ------------------
Assets
Current assets:
Cash and cash equivalents. . . . . . . . $ 30,105 $ 32,019
Accounts and notes receivable, (net
of allowance for doubtful receivables
of $16,142 and $12,743). . . . . . . . 142,921 142,806
Inventories:
Finished goods . . . . . . . . . . . . 45,103 43,639
Raw materials, supplies and equipment. 43,209 42,099
------------------- ------------------
88,312 85,738
Prepaid expenses . . . . . . . . . . . . 8,512 5,457
Deferred income tax asset. . . . . . . . 22,310 22,598
------------------- ------------------
Total current assets . . . . . . . . 292,160 288,618
Property, plant and equipment (net
of accumulated depreciation of
$185,610 and $152,751) . . . . . . . . 127,635 132,581
Goodwill . . . . . . . . . . . . . . . . 194,200 194,200
Intangibles, (net of accumulated
amortization of $17,290
and $18,961) . . . . . . . . . . . . . 30,626 31,825
Other assets . . . . . . . . . . . . . . 57,500 60,669
------------------- ------------------
$ 702,121 $ 707,893
=================== ==================
See accompanying notes to consolidated condensed financial statements.
MACDERMID, INCORPORATED
CONSOLIDATED CONDENSED BALANCE SHEETS
(Amounts in Thousands of Dollars Except Per Share Amounts)
(Unaudited)
September 30, 2003 December 31, 2002
-------------------- -------------------
Liabilities and shareholders' equity:
Current liabilities:
Notes payable . . . . . . . . . . . . . . . . $ 5,944 $ 5,124
Current installments of long-term obligations 5,034 6,230
Accounts and dividends payable. . . . . . . . 62,136 64,465
Accrued expenses. . . . . . . . . . . . . . . 66,059 67,816
Income taxes. . . . . . . . . . . . . . . . . 6,611 3,727
-------------------- -------------------
Total current liabilities . . . . . . . . 145,784 147,362
Long-term obligations . . . . . . . . . . . . 310,103 310,238
Accrued post-retirement and
post-employment benefits. . . . . . . . . . 20,549 19,688
Deferred income taxes . . . . . . . . . . . . 5,622 5,535
Other long-term liabilities . . . . . . . . . 4,367 4,459
Minority interest . . . . . . . . . . . . . . 2,873 2,873
Shareholders' equity:
Common stock stated value
$1.00 per share . . . . . . . . . . . . . . 46,813 46,640
Additional paid-in capital. . . . . . . . . . 24,999 21,261
Retained earnings . . . . . . . . . . . . . . 260,324 225,387
Cumulative comprehensive
income equity adjustments . . . . . . . . . (4,568) (15,786)
Less, cost of common shares in treasury . . . (114,745) (59,764)
-------------------- -------------------
Total shareholders' equity. . . . . . . . 212,823 217,738
-------------------- -------------------
$ 702,121 $ 707,893
==================== ===================
See accompanying notes to consolidated condensed financial statements.
MACDERMID, INCORPORATED
CONSOLIDATED CONDENSED STATEMENTS OF EARNINGS
AND RETAINED EARNINGS
(Amounts in Thousands of Dollars Except Share and Per Share Amounts)
(Unaudited)
Nine Three
Months Ended Months Ended
September 30, September 30,
2003 2002 2003 2002
------------ ------------ ------------ ------------
Net sales. . . . . . . . . . . . . . . . . . . . . $ 515,959 $ 511,824 $ 167,790 $ 168,146
Cost of sales. . . . . . . . . . . . . . . . . . . 294,175 295,469 96,171 97,182
------------ ------------ ------------ ------------
Gross profit . . . . . . . . . . . . . . . . . 221,784 216,355 71,619 70,964
Operating expenses:
Selling, technical and administrative. . . . . . 146,249 145,108 47,773 46,723
Amortization . . . . . . . . . . . . . . . . . . 2,416 4,696 794 1,558
------------ ------------ ------------ ------------
148,665 149,804 48,567 48,281
------------ ------------ ------------ ------------
Operating profit . . . . . . . . . . . . . . . 73,119 66,551 23,052 22,683
Interest income. . . . . . . . . . . . . . . . . (653) (472) (128) (196)
Interest expense . . . . . . . . . . . . . . . . 23,969 26,798 7,735 8,855
Other income . . . . . . . . . . . . . . . . . . (3,320) (881) (2,830) (530)
Other expense. . . . . . . . . . . . . . . . . . - 2,570 - 1,666
------------ ------------ ------------ ------------
19,996 28,015 4,777 9,795
------------ ------------ ------------ ------------
Earnings before taxes, minority interest
And cumulative effect of accounting change . . . 53,123 38,536 18,275 12,888
Income taxes . . . . . . . . . . . . . . . . . . . (17,000) (12,331) (5,848) (4,123)
Minority interest. . . . . . . . . . . . . . . . . - (535) - (100)
------------ ------------ ------------ ------------
Earnings before cumulative
effect of accounting change. . . . . . . . . . . 36,123 25,670 12,427 8,665
Cumulative effect of accounting change . . . . . . 1,014 - 1,014 -
------------ ------------ ------------ ------------
Net earnings . . . . . . . . . . . . . . . . . . . 37,137 25,670 13,441 8,665
Retained earnings, beginning of period . . . . . . 225,387 218,619 247,817 234,334
Cash dividends declared. . . . . . . . . . . . . . (2,200) (1,935) (934) (645)
------------ ------------ ------------ ------------
Retained earnings, end of period . . . . . . . . . $ 260,324 $ 242,354 $ 260,324 $ 242,354
============ ============ ============ ============
Net earnings per common share:
Basic
Before cumulative effect of accounting change $ 1.14 $ 0.80 $ 0.40 $ 0.27
Cumulative effect of accounting change. . . . $ 0.03 - $ 0.03 -
------------ ------------ ------------ ------------
Basic earnings per common share . . . . . . $ 1.17 $ 0.80 $ 0.43 $ 0.27
============ ============ ============ ============
Diluted
Before cumulative effect of accounting change $ 1.14 $ 0.79 $ 0.40 $ 0.27
Cumulative effect of accounting change. . . . $ 0.03 - $ 0.03 -
------------ ------------ ------------ ------------
Diluted earnings per common share . . . . . $ 1.17 $ 0.79 $ 0.43 $ 0.27
============ ============ ============ ============
Cash dividends per common share. . . . . . . . . . $ 0.07 $ 0.06 $ 0.03 $ 0.02
============ ============ ============ ============
Weighted average common shares outstanding:
Basic. . . . . . . . . . . . . . . . . . . . . . 31,570,451 32,215,244 30,906,254 32,196,368
============ ============ ============ ============
Diluted. . . . . . . . . . . . . . . . . . . . . 31,743,571 32,496,043 31,059,431 32,480,682
============ ============ ============ ============
See accompanying notes to consolidated condensed financial statements.
MACDERMID, INCORPORATED
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(Amounts In Thousands of Dollars)
(Unaudited)
Nine Months
Ended September 30,
2003 2002
--------- ---------------
Net cash flows from operating activities:. . . . $ 61,613 $ 78,889
Cash flows from investing activities:
Capital expenditures . . . . . . . . . . . . . (7,179) (4,587)
Proceeds from disposition of fixed assets. . . 1,688 2,310
--------- ---------------
Net cash flows used in investing activities. . (5,491) (2,277)
Cash flows from financing activities:
Short-term repayments, net of borrowings . . . (4,735) (12,183)
Long-term borrowings . . . . . . . . . . . . . 3,570 82,451
Long-term repayments . . . . . . . . . . . . . (5,367) (139,577)
Stock options exercised. . . . . . . . . . . . 812 -
Purchase of treasury shares. . . . . . . . . . (51,753) (443)
Dividends paid . . . . . . . . . . . . . . . . (2,200) (1,935)
--------- ---------------
Net cash flows used in financing activities. . (59,673) (71,687)
Effect of exchange rate changes on
cash and cash equivalents. . . . . . . . . . . 1,637 324
--------- ---------------
(Decrease) increase in cash and cash equivalents (1,914) 5,249
Cash and cash equivalents at beginning of period 32,019 17,067
--------- ---------------
Cash and cash equivalents at end of period . . . $ 30,105 $ 22,316
========= ===============
See accompanying notes to consolidated condensed financial statements.
MACDERMID, INCORPORATED
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(In Thousands of Dollars, Except Share and Per Share Amounts)
Note 1. Summary of Significant Accounting Policies
The accompanying unaudited consolidated condensed financial statements reflect
all normal and recurring adjustments that are, in the opinion of management,
necessary to present fairly the financial position of MacDermid, Incorporated
("the Corporation") and its subsidiary companies as of September 30, 2003 and
the results of operations and cash flows for the nine and three month periods
ended September 30, 2003 and 2002. The results of operations for these periods
are not necessarily indicative of trends, or of the results to be expected for
the full year. Certain information and footnote disclosures normally included
in financial statements prepared in accordance with accounting principles
generally accepted in the United States of America have been omitted. Certain
amounts in the prior periods of the consolidated condensed financial statements
have been reclassified to conform with the current year presentation. These
financial statements should be read in conjunction with the consolidated
financial statements and notes thereto included in the Corporation's Annual
Report for the year ended December 31, 2002.
Statement of Financial Accounting Standards No. 150, Accounting for Certain
Financial Instruments with Characteristics of both Liabilities and Equity
("SFAS150") addresses financial accounting and reporting criteria for certain
financial instruments with characteristics of both liabilities and equity and
requires that financial instruments within its scope are classified as
liabilities, or assets in some circumstances. The Corporation adopted SFAS150
effective July 1, 2003. Due to an existing purchase and sale agreement with
Citicorp Venture Capital Ltd ("CVC"), SFAS150 had an effect on the Corporation's
consolidated condensed statement of earnings and the presentation within the
shareholders' equity section of the consolidated condensed balance sheet, as
follows. In the periods presented herewith, there was a gain of $1,014 as of
July 1, 2003 for the cumulative effect of accounting change and a gain of $2,214
included in other income as of September 22,2003 for the CVC transaction. These
gains together with the total cash payments of $51,803 have been recorded as the
cost of treasury shares purchased under the agreement.
Note 2. Common Share Data and Earnings Per Common Share
The table below summarizes common shares issued as of September 30, 2003 and
2002.
2003 2002
---------- ----------
Balance beginning of year . . 46,639,757 46,409,757
Shares issued - stock options 168,000 -
Shares issued - stock awards. 5,381 50,000
---------- ----------
Balance end of period . . . . 46,813,138 46,459,757
========== ==========
The Board of Directors from time-to-time authorizes the purchase of issued and
outstanding shares of the Corporation's common stock. Such additional shares
may be acquired through privately negotiated transactions or on the open market.
Any future repurchases by MacDermid 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 authorizations will be held in the Corporation's treasury and
will be available for the Corporation to issue for various corporate purposes
without further shareholder action (except as required by applicable law or the
rules of any securities exchange on which the shares are then listed). On May
7, 2003, the Board of Directors voted in favor of an authorization to purchase
up to 3,000,000 of its common shares, replacing all previous authorizations.
Also on that date, the Corporation executed a purchase and sale agreement with
CVC to acquire all of their 2,201,720 outstanding MacDermid, Incorporated common
shares. The Corporation purchased from CVC, 1,350,000 common shares on May 7,
2003, for $22.60 per share and 851,720 common shares on September 22, 2003, for
$25.00 per share. Authorization to purchase 798,280 common shares remained as
of September 30, 2003. There were 16,548,604 and 14,349,453 common shares held
in treasury as of September 30, 2003 and December 31, 2002, respectively.
Note 2. Common Share Data and Earnings Per Common Share (continued)
The table below reconciles basic weighted-average common shares outstanding to
diluted weighted-average common shares outstanding.
Nine Months Ended Three Months Ended
September 30, September 30,
2003 2002 2003 2002
----------- ---------- ------------ ----------
Basic common shares. . . . . . . 31,570,451 32,215,244 30,906,254 32,196,368
Dilutive effect of stock options 173,120 280,799 153,177 284,314
----------- ---------- ------------ ----------
Diluted common shares. . . . . . 31,743,571 32,496,043 31,059,431 32,480,682
=========== ========== ============ ==========
The computation of basic earnings per share is based upon the weighted average
number of common shares outstanding. The computation of diluted earnings per
share is based upon the weighted average number of common shares outstanding
plus the effect of all dilutive contingently issuable common shares from stock
options, stock awards and share warrants that were outstanding during the
period.
Earnings per share ("EPS") is calculated based upon net earnings available for
common shareholders. Options to purchase common shares that were outstanding
during the period but were not included in the computation of diluted EPS
because those options were antidilutive based on current market prices amounted
to 537,610 for 2003 and 1,886,484 for 2002.
Note 3. Stock-Based Plans
Effective April 1, 2001, the Corporation adopted the fair value expense
recognition provisions of Statement of Financial Accounting Standards No. 123,
Accounting for Stock Based Compensation ("SFAS123"), prospectively, to all stock
options granted, modified or settled after April 1, 2001. Accordingly,
compensation expense is measured using the fair value at the date of grant for
options granted after April 1, 2001, with the resulting expense charged over the
period in which the options are earned. In the nine and three month periods
ended September 30, 2003, there was $3,100 and $915, respectively, charged to
expense as compared to $2,143 and $599 for the same periods in 2002.
Previously, and since April 1, 1996, the Corporation had adopted the disclosure
requirements of SFAS123 while accounting for its stock options by applying the
expense recognition provisions of APB Opinion No. 25, Accounting for Stock
Issued to Employees.
Had the Corporation used the fair value expense recognition method of accounting
for all stock options granted under its plans between April 1, 1996 and April 1,
2001, net earnings and net earnings per common share for the nine and three
month periods ended September 30, 2003 and 2002, would have been reduced to the
following pro forma amounts:
Nine Months Ended Three Months Ended
September 30, September 30,
2003 2002 2003 2002
------------- -------- -------------- -------
Net earnings available for common
shareholders as reported. . . . . $ 37,137 $25,670 $ 13,441 $8,665
Add: stock based employee
compensation expense included in
reported net earnings, net of
related tax effects . . . . . . . 2,108 1,457 622 407
Deduct: total stock based
employee compensation expense
determined under fair value based
method for all awards, net of
related tax effects . . . . . . . (2,425) (1,974) (701) (576)
------------- -------- -------------- -------
Pro forma net earnings. . . . . . $ 36,820 $25,153 $ 13,362 $8,496
============= ======== ============== =======
Net earnings per common share:
Basic, as reported. . . . . . . $ 1.17 $ 0.80 $ 0.43 $ 0.27
Basic, pro forma. . . . . . . . $ 1.17 $ 0.78 $ 0.43 $ 0.26
Diluted, as reported. . . . . . $ 1.17 $ 0.79 $ 0.43 $ 0.27
Diluted, pro forma. . . . . . . $ 1.16 $ 0.77 $ 0.43 $ 0.26
Note 4. Goodwill and Other Intangible Assets
In accordance with Statement of Financial Accounting Standards No. 142, Goodwill
and Other Intangible Assets ("SFAS 142"), goodwill and intangible assets with
indeterminable lives are no longer amortized, but instead the carrying amounts
will be periodically compared to the current fair value and, if impairment
occurs, an adjustment to the carrying amount will be required with a charge to
expense in the period identified. This could result in a future write-down or
write-off of such assets.
Goodwill carrying amounts for both the period ended September 30, 2003 and
December 31, 2002, by segment, are as follows;
Advanced surface finishing $122,070
Printing solutions . . . . 72,130
---------
Total goodwill . . . . . . $194,200
=========
Acquired intangible assets are summarized as follows:
September 30, 2003 December 31, 2002
-------------- --------- -------------- ---------
Gross Gross
Carrying Accumulated Net Carrying Accumulated Net
Amount Amortization Amount Amount Amortization Amount
--------- -------------- --------- --------- -------------- ---------
Patents. . $ 17,566 $ (6,543) $ 11,023 $ 19,698 $ (8,123) $ 11,575
Trademarks 27,481 (9,167) 18,314 27,481 (8,788) 18,693
Others . . 2,869 (1,580) 1,289 3,607 (2,050) 1,557
--------- -------------- --------- --------- -------------- ---------
Total . $ 47,916 $ (17,290) $ 30,626 $ 50,786 $ (18,961) $ 31,825
========= ============== ========= ========= ============== =========
Included in the table above, is the net carrying amount of $16,233 at September
30, 2003 and December 31, 2002 for trademarks which are not being amortized due
to the indefinite life associated with these assets.
Note 5. Comprehensive Income and Accumulated Other Comprehensive Income
The components of comprehensive income for the nine and three month periods
ended September 30, 2003 and 2002 are as follows:
Nine Three
Months Ended Months Ended
September 30, September 30,
2003 2002 2003 2002
---------- -------- ---------- --------
Net earnings. . . . . . . . . . . . . . . $ 37,137 $25,670 $ 13,441 $ 8,665
Other comprehensive income:
Foreign currency translation adjustment 11,218 5,081 1,903 (3,316)
Hedging activities. . . . . . . . . . . - (103) - (102)
---------- -------- ---------- --------
Comprehensive income. . . . . . . . . . . $ 48,355 $30,648 $ 15,344 $ 5,247
========== ======== ========== ========
Note 5. Comprehensive Income and Accumulated Other Comprehensive Income
(continued)
The components of accumulated other comprehensive income as of September 30,
2003 and December 31, 2002 are as follows:
September 30, 2003 December 31, 2002
-------------------- -------------------
Cumulative equity adjustments for:
Foreign currency translation adjustment $ 5,846 $ (5,372)
Additional minimum pension liability. . (10,414) (10,414)
-------------------- -------------------
Accumulated other comprehensive income . . $ (4,568) $ (15,786)
==================== ===================
Note 6. Segment Reporting
The Corporation operates on a worldwide basis, supplying proprietary chemicals
for two distinct segments, Advanced Surface Finishing ("ASF") and Printing
Solutions ("PS"). A third segment, Electronics Manufacturing ("EM") designs and
manufactures printed circuits boards in Europe through a majority owned
subsidiary. These three segments are managed separately as each segment has
differences in technology and marketing strategies. Chemicals supplied by the
ASF segment are used for cleaning, activating, polishing, mechanical plating and
galvanizing, electro-plating, phosphatising, stripping and coating, filtering,
anti-tarnishing and rust retarding for metal and plastic surfaces associated
with automotive and industrial applications, as well as, etching copper and
imprinting electrical patterns for various electronics applications, and as
lubricants and cleaning agents associated with offshore oil and gas operations.
The products supplied by the PS segment include offset printing blankets and
photo-polymer plates used in packaging and newspaper printing, offset and
flexographic printing applications, and digital printers and supplies. The EM
segment produces a wide variety of both single-sided and double-sided printed
circuit boards.
The business segments reported below are the segments of the Corporation for
which separate financial information is available and for which operating
results are reviewed by senior management to assess performance of the
Corporation. The accounting policies of each business segment are the same as
those described in the Summary of Significant Accounting Policies, Note 1. Net
sales for all of the Corporation's products fall into one of the three business
segments. The business segment results of operations include certain operating
costs, which are allocated based on the relative burden each segment bears on
those costs. Operating income amounts are reviewed before amortization of
intangible assets and non-recurring charges. The business segment identifiable
assets which follow are reconciled to total consolidated assets including
unallocated corporate assets which consist primarily of deferred tax assets,
deferred bond financing fees and certain other long term assets not directly
associated with the support of the individual segments.
Results of operations by segment: Nine Three
Months Ended Months Ended
September 30, September 30,
2003 2002 2003 2002
----------- --------- ----------- ---------
Net sales:
Advanced surface finishing. . . $ 252,536 $239,465 $ 84,466 $ 80,476
Printing solutions. . . . . . . 201,740 211,810 64,214 69,959
Electronics manufacturing . . . 61,683 60,549 19,110 17,711
----------- --------- ----------- ---------
Consolidated net sales. . . . $ 515,959 $511,824 $ 167,790 $168,146
----------- --------- ----------- ---------
Operating income (loss):
Advanced surface finishing. . . $ 39,343 $ 32,132 $ 13,238 $ 11,233
Printing solutions. . . . . . . 35,672 36,277 10,332 12,455
Electronics manufacturing . . . 520 2,838 276 553
Amortization expense. . . . . . (2,416) (4,696) (794) (1,558)
----------- --------- ----------- ---------
Consolidated operating profit $ 73,119 $ 66,551 $ 23,052 $ 22,683
=========== ========= =========== =========
Note 6. Segment Reporting (continued)
Identifiable assets by segment: September 30, 2003 December 31, 2002
------------------- ------------------
Advanced surface finishing. . . $ 168,050 $ 136,436
Printing solutions. . . . . . . 369,148 410,087
Electronics manufacturing . . . 99,282 95,961
Corporate-wide. . . . . . . . . 65,641 65,409
------------------- ------------------
Consolidated assets. . . . . $ 702,121 $ 707,893
=================== ==================
Note 7. Acquisition Reserves
The Corporation established acquisition reserves in fiscal year 1999 when
recording the acquisition of W. Canning, plc. The reorganization of employees
and facilities has been completed. Five facilities have been closed with those
activities assimilated elsewhere. Leases associated with these facilities have
expired with the exception of one location which is leased through March 2008
and has been sub-leased to partially offset the future cash payments. See
Contingencies and Legal Matters, Note 10, regarding the environmental
liabilities and activity associated with this acquisition.
The following table summarizes the cumulative activity for these reserves
(included in accrued expenses) from inception, through September 30, 2003,
including cash payments of $306 for the nine months ended September 30, 2003:
Inception Adjustments Payments Balance
---------- ------------ -------- --------
Facilities. . $ 4,200 - 3,687 $ 513
Redundancies. 2,050 3,100 5,150 -
Environmental 2,000 (1,746) 254 -
---------- ------------ -------- --------
Total. . . $ 8,250 1,354 9,091 $ 513
========== ============ ======== ========
Note 8. Supplemental Cash Flow Information
The following table lists the major components of net cash flows from operating
activities as well as cash paid for interest and income taxes for the nine
months ended September 30, 2003 and 2002:
Nine Months Ended September 30,
2003 2002
-------------------------------- -------
Net cash flows from operating activities:
Net earnings before cumulative effect of accounting change $ 36,123 $25,670
Adjustments to reconcile net earnings to net cash provided
by operating activities:
Depreciation. . . . . . . . . . . . . . . . . . . . . . 15,571 15,828
Amortization. . . . . . . . . . . . . . . . . . . . . . 2,416 4,696
Provision for bad debts . . . . . . . . . . . . . . . . 3,757 4,451
Stock compensation expense. . . . . . . . . . . . . . . 3,100 2,143
Other changes in assets and liabilities . . . . . . . . 646 26,101
-------------------------------- -------
Net cash flows from operating activities. . . . . . . . $ 61,613 $78,889
================================ =======
Cash paid for interest . . . . . . . . . . . . . . . . . . $ 30,639 $37,052
================================ =======
Cash paid for income taxes . . . . . . . . . . . . . . . . $ 7,058 $ 7,101
================================ =======
Non-cash impact of SFAS150 . . . . . . . . . . . . . . . . $ 3,228 -
================================ =======
Note 9. Market Risk
The Corporation is exposed to market risk in the normal course of business
activity due to its operations in different foreign countries 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. Management continually reviews the balance between foreign currency
denominated assets and liabilities in order to minimize the Corporation's
exposure to foreign exchange fluctuations.
Note 9. Market Risk (continued)
The Corporation operates manufacturing facilities in ten countries and sells
products in over twenty-five countries. Approximately 60% of the Corporation's
net sales and identifiable assets are denominated in currencies other than the
US Dollar, predominantly the Euro, the Pound Sterling, the Yen, Hong Kong and
New Taiwan Dollars. For the nine month period ending September 30, 2003, there
was a favorable foreign currency translation effect on earnings of approximately
$0.06 per share, or 6%. The annual impact on operating cash flows historically
has been insignificant.
The Corporation's business operations consist principally of the manufacture and
sale of specialty chemicals, supplies and related equipment to customers
throughout much of the world. Approximately 40% of the business is concentrated
in a wide variety of applications used in the printing and packaging industries,
while 30% of the business is concentrated in supplying a wide variety of
chemicals to manufacturers of printed circuit boards with many different end-use
applications, as well as the manufacture of printed circuit boards supplied to
the electronics industry. As is usual for these businesses, the Corporation
generally does not require collateral or other security as a condition of sale
rather relying on credit approval, balance limitation and monitoring procedures
to control credit risk of trade account financial instruments. Management
believes that reserves for losses, which are established based upon review of
account balances and historical experience, are adequate.
The Corporation has been exposed to interest rate risk, primarily from its
credit facility which is based upon various floating rates. The Corporation had
entered into interest rate swap agreements for the purpose of reducing its
exposure to possible future changes in interest rates. A remaining interest
rate swap is considered speculative as there are no outstanding balances under
the credit facility. The Corporation reduced its exposure to interest rate risk
with a fixed rate bond offering during transition year 2001. For additional
information, see Financial Information for Guarantors of the Corporation's Bond
Offering, Note 11. Based upon the Corporation's current debt structure and
expected levels of borrowing in 2003, an increase in interest rates would not
result in a significant incremental interest expense. The Corporation does not
enter into derivative financial instruments for trading purposes, it has certain
other supply agreements for raw material inventories but has chosen not to enter
into any price hedging with its suppliers for commodities.
Note 10. Contingencies and Legal Matters
Environmental Issues:
The nature of the Corporation's operations, as manufacturers and distributors of
specialty chemical products and systems expose it to the risk of liabilities or
claims with respect to environmental cleanup or other matters, including those
in connection with the disposal of hazardous materials. As such, the
Corporation is subject to extensive U.S. and foreign laws and regulations
relating to environmental protection and worker health and safety, including
those governing: discharges of pollutants into the air and water; the management
and disposal of hazardous substances and wastes; and the cleanup of contaminated
properties. The Corporation has incurred, and will continue to incur,
significant costs and capital expenditures in complying with these laws and
regulations. The Corporation could incur significant additional costs,
including cleanup costs, fines and sanctions and third-party claims, as a result
of violations of or liabilities under environmental laws. In order to ensure
compliance with applicable environmental, health and safety laws and
regulations, the Corporation maintains a disciplined environmental and
occupational safety and health compliance program, which includes conducting
regular internal and external audits at its plants to identify and categorize
potential environmental exposure.
The Corporation has been named as a potentially responsible party ("PRP") at two
Superfund sites (issues at a third site were resolved during this quarter).
There are many other PRPs involved at each of these sites. 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 environmental
investigations and remediation estimates produced by remediation contractors.
While the ultimate costs of such liabilities are difficult to predict, the
Corporation does not expect that its costs associated with these sites will be
material.
Note 10. Contingencies and Legal Matters (continued)
In addition, some of the Corporation's facilities have an extended history of
chemical processes or other industrial activities. Contaminants have been
detected at some of these sites, with respect to which the Corporation is
conducting environmental investigations and/or cleanup activities. These sites
include certain sites acquired in the December 1998 acquisition of W. Canning
plc, such as the Kearny, New Jersey and Waukegan, Illinois sites. The
Corporation has established an environmental remediation reserve, predominantly
attributable to those Canning sites that it believes will require environmental
remediation. With respect to those sites, it also believes that its Canning
subsidiary is entitled under the Acquisition Agreement ("the acquisition
agreement") to withhold a deferred purchase price payment of approximately
$1,600. The Corporation estimates the range of cleanup costs at its Canning
sites between $2,000 and $5,000. Investigations into the extent of
contamination, however, are ongoing with respect to some of these sites. To the
extent the Corporation's liabilities exceed $1,600, it may be entitled to
additional indemnification payments. Such recovery may be uncertain, however,
and would likely involve significant litigation expense. The Corporation has
instituted an arbitration to enforce the obligations of other parties to the
acquisition agreement concerning the remediation of the Kearney, New Jersey and
Waukegan, Illinois sites. The arbitration has been concluded with a
confirmation, in favor of the Corporation, that the former primary shareholders
of the entity that operated the Kearney, New Jersey site are responsible for its
remediation to applicable state standards and an order to establish a time line
for completion of the remediation. The Corporation expects that the remediation
will take several years. The Corporation believes that remediation of the
Waukegan, Illinois site is complete and is in the process of applying for a no
further action letter from the state. The Corporation is also in the process of
characterizing contamination at its Huntingdon Avenue, Waterbury, Connecticut
site which was closed in the quarter ended September 30, 2003. The Corporation
does not anticipate that it will be materially affected by environmental
remediation costs, or any related claims, at any contaminated sites, including
the Canning sites and the Huntingdon Avenene, Waterbury, Connecticut site. It
is difficult, however, to predict the final costs and timing of costs of site
remediation. Ultimate costs may vary from current estimates and reserves, and
the discovery of additional contaminants at these or other sites or the
imposition of additional cleanup obligations, or third-party claims relating
thereto, could result in significant additional costs.
Legal Proceedings:
On January 30, 1997, the Corporation was served with a subpoena from a federal
grand jury in Connecticut requesting certain documents relating to an accidental
spill from its Huntingdon Avenue, Waterbury, Connecticut facility that occurred
in November of 1994, together with other information relating to operations and
compliance at the Huntingdon Avenue facility. The Corporation was subsequently
informed that it is a subject of the grand jury's investigation in connection
with alleged criminal violations of the federal Clean Water Act pertaining to
its wastewater handling practices. In addition, two of the Corporation's former
employees, who worked at the Huntington Avenue facility, pled guilty in early
2001 to misdemeanor violations under the Clean Water Act in connection with the
above matter. These individuals were sentenced to fines of $25 and $10 and 2
years probation, as well as community service. In a separate matter, on July
26, 1999, the Corporation was named in a civil lawsuit commenced in the Superior
Court of the State of Connecticut brought by the Connecticut Department of
Environmental Protection alleging various compliance violations at its
Huntingdon Avenue and Freight Street locations between the years 1992 through
1998 relating to wastewater discharges and the management of waste materials.
The complaint alleges violations of its permits issued under the Federal Clean
Water Act and the Resource Conservation and Recovery Act, as well as procedural,
notification and other requirements of Connecticut's environmental regulations
over the foregoing period of time.
The Corporation voluntarily resolved these matters on November 28, 2001. As a
result, MacDermid, Incorporated was required to pay fines and penalties totaling
$2,500, without interest, over six quarterly installments. In addition, the
Corporation was required to pay $1,550 to various local charitable and
environmental organizations and causes. The Corporation has paid the full
amounts for both of these arrangements, prior to June 30, 2003. The Corporation
was placed on a two-year probation which ends November 28, 2003 and will perform
certain environmental audits and other environmentally related actions. The
Corporation had recorded liabilities during the negotiation period and therefore
its results of operations and financial position were not affected by these
arrangements.
Note 10. Contingencies and Legal Matters (continued)
Various other legal proceedings are pending against the Corporation. The
Corporation considers all such proceedings to be ordinary litigation incident to
the nature of its business. Certain claims are covered by liability insurance.
The Corporation believes that the resolution of these claims to the extent not
covered by insurance will not, individually or in the aggregate, have a material
adverse effect on its financial position or results of operations.
Note 11. Financial Information for Guarantors of the Corporation's Bond
Offering
The Corporation issued 9 1/8% Senior Subordinated Notes ("bonds") effective June
20, 2001, for the face amount of $301,500, which pay interest semiannually on
January 15th and July 15th and mature in 2011. The proceeds were used to pay
down long-term debt. These bonds are guaranteed by substantially all existing
and future directly or indirectly wholly-owned domestic restricted subsidiaries
of the Corporation ("guarantors"). The guarantors, fully, jointly and
severally, irrevocably and unconditionally guarantee the performance and payment
when due of all the obligations under the bonds. The Corporation's unrestricted
subsidiaries that resulted from the January 2001 Eurocir acquisition and its
foreign subsidiaries are not guarantors of the indebtedness under the bonds.
The following financial information is presented to give additional disclosures
to the consolidated condensed financial statements, with respect to: a) the
parent (MacDermid, Incorporated as the issuer), b) the guarantors, c) the
non-guarantor subsidiaries, d) the unrestricted non-guarantor subsidiaries, e)
elimination entries and f) the Corporation on a consolidated basis for and as of
the fiscal periods ended September 30, 2003 and 2002 and December 31, 2002. The
equity method has been used by the parent with respect to investments in
guarantor subsidiaries. The equity method also has been used by subsidiary
guarantors with respect to investments in non-guarantor subsidiaries and by
subsidiary non-guarantors with respect to investments in unrestricted
non-guarantor subsidiaries. Financial statements for subsidiary guarantors are
presented as a combined entity. The financial information includes certain
allocations of revenues and expenses based on management's best estimates which
is not necessarily indicative of financial position, results of operations and
cash flows that these entities would have achieved on a stand-alone basis and
should be read in conjunction with the consolidated financial statements and
notes thereto included in the Corporation's Annual Report for the year ended
December 31, 2002.
CONSOLIDATED CONDENSED BALANCE SHEET
SEPTEMBER 30, 2003
(unaudited)
MacDermid
Unrestricted Incorporated
MacDermid Guarantor Nonguarantor Nonguarantor And
Incorporated Subsidiaries Subsidiaries Subsidiaries Eliminations Subsidiaries
------------- -------------- -------------- -------------- -------------- -------------
ASSETS
Current assets:
Cash and cash equivalents. . . . . $ 8,802 $ 1,653 $ 19,520 $ 130 $ - $ 30,105
Accounts receivables, net. . . . . 11,255 17,877 101,883 11,906 - 142,921
Due (to) from affiliates . . . . . 87,728 (25,765) (32,312) (29,651) - -
Inventories. . . . . . . . . . . . 8,430 25,673 44,909 9,300 - 88,312
Prepaid expenses . . . . . . . . . 1,581 1,812 5,119 - - 8,512
Deferred income taxes. . . . . . . 17,059 - 4,254 997 - 22,310
------------- -------------- -------------- -------------- -------------- -------------
Total current assets . . . . . . . 134,855 21,250 143,373 (7,318) - 292,160
Property, plant and equipment, net 14,176 39,460 55,625 18,374 - 127,635
Goodwill . . . . . . . . . . . . . 21,680 68,574 103,946 - - 194,200
Intangibles, net . . . . . . . . . - 5,933 24,597 96 - 30,626
Investments in subsidiaries. . . . 357,855 231,320 (22,130) - (567,045) -
Other assets . . . . . . . . . . . 39,189 6,829 8,225 3,257 - 57,500
------------- -------------- -------------- -------------- -------------- -------------
$ 567,755 $ 373,366 $ 313,636 $ 14,409 $ (567,045) $ 702,121
============= ============== ============== ============== ============== =============
CONSOLIDATED CONDENSED BALANCE SHEET (continued)
SEPTEMBER 30, 2003
(unaudited)
MacDermid
Unrestricted Incorporated
MacDermid Guarantor Nonguarantor Nonguarantor And
Incorporated Subsidiaries Subsidiaries Subsidiaries Eliminations Subsidiaries
-------------- -------------- -------------- -------------- -------------- --------------
LIABILITIES AND
SHAREHOLDERS' EQUITY
Current liabilities:
Notes payable . . . . . . . . $ - $ - $ 1,144 $ 4,800 $ - $ 5,944
Current installments of long-
term obligations. . . . . . . - 146 415 4,473 - 5,034
Accounts and dividend payable 9,181 7,011 32,904 13,040 - 62,136
Accrued expenses. . . . . . . 25,296 7,321 31,480 1,962 - 66,059
Income taxes. . . . . . . . . 1,224 476 5,338 (427) - 6,611
-------------- -------------- -------------- -------------- -------------- --------------
Total current liabilities . . 35,701 14,954 71,281 23,848 - 145,784
Long-term obligations . . . . 300,238 524 389 8,952 - 310,103
Accrued postretirement. . . . 15,674 - 4,875 - - 20,549
Deferred income taxes . . . . (2) - 4,799 825 - 5,622
Other long-term liabilities . 3,321 33 972 41 - 4,367
Minority interest . . . . . . - - - 2,873 - 2,873
Shareholders' equity:
Common stock. . . . . . . . . 46,813 (50) 3,747 3 (3,700) 46,813
Additional paid-in capital. . 24,999 207,561 106,939 10,260 (324,760) 24,999
Retained earnings . . . . . . 260,324 139,671 121,908 (28,754) (232,825) 260,324
Cumulative comprehensive
income equity adjustments . . (4,568) 10,673 (1,274) (3,639) (5,760) (4,568)
Less, cost of common shares
in treasury . . . . . . . . . (114,745) - - - - (114,745)
-------------- -------------- -------------- -------------- -------------- --------------
Total shareholders' equity. . 212,823 357,855 231,320 (22,130) (567,045) 212,823
-------------- -------------- -------------- -------------- -------------- --------------
$ 567,755 $ 373,366 $ 313,636 $ 14,409 $ (567,045) $ 702,121
============== ============== ============== ============== ============== ==============
CONSOLIDATED CONDENSED STATEMENTS OF EARNINGS
NINE MONTHS ENDED SEPTEMBER 30, 2003
(unaudited)
MacDermid
Unrestricted Incorporated
MacDermid Guarantor Nonguarantor Nonguarantor And
Incorporated Subsidiaries Subsidiaries Subsidiaries Eliminations Subsidiaries
-------------- -------------- -------------- -------------- -------------- --------------
Net sales. . . . . . . . $ 65,938 $ 122,722 $ 277,791 $ 61,682 $ (12,174) $ 515,959
Cost of sales. . . . . . 42,512 56,137 151,551 56,149 (12,174) 294,175
-------------- -------------- -------------- -------------- -------------- --------------
Gross profit . . . . . . 23,426 66,585 126,240 5,533 - 221,784
Operating expenses:
Selling, technical and
administrative . . . . . 36,423 28,414 76,400 5,012 - 146,249
Amortization . . . . . . - 1,595 795 26 - 2,416
-------------- -------------- -------------- -------------- -------------- --------------
36,423 30,009 77,195 5,038 - 148,665
-------------- -------------- -------------- -------------- -------------- --------------
Operating profit (loss). (12,997) 36,576 49,045 495 - 73,119
Equity in earnings of
subsidiaries . . . . . . (57,357) (32,391) 785 - 88,963 -
Interest income. . . . . (105) (133) (388) (27) - (653)
Interest expense . . . . 24,124 (3,356) 1,324 1,877 - 23,969
Other expense (income),
net. . . . . . . . . . . (3,029) (380) 237 (148) - (3,320)
-------------- -------------- -------------- -------------- -------------- --------------
(36,367) (36,260) 1,958 1,702 88,963 19,996
-------------- -------------- -------------- -------------- -------------- --------------
Earnings before taxes,
minority interest and
cumulative effect of
accounting change. . . . 23,370 72,836 47,087 (1,207) (88,963) 53,123
Income taxes benefit
(expense). . . . . . . . 12,753 (15,479) (14,696) 422 - (17,000)
Minority interest. . . . - - - - - -
-------------- -------------- -------------- -------------- -------------- --------------
Earnings (loss) before
cumulative effect of
accounting change. . . . 36,123 57,357 32,391 (785) (88,963) 36,123
Cumulative effect of
accounting change. . . . 1,014 - - - - 1,014
-------------- -------------- -------------- -------------- -------------- --------------
Net earnings (loss). . . $ 37,137 $ 57,357 $ 32,391 $ (785) $ (88,963) $ 37,137
============== ============== ============== ============== ============== ==============
CONSOLIDATED CONDENSED STATEMENTS OF EARNINGS
THREE MONTHS ENDED SEPTEMBER 30, 2003
(unaudited)
MacDermid
Unrestricted Incorporated
MacDermid Guarantor Nonguarantor Nonguarantor And
Incorporated Subsidiaries Subsidiaries Subsidiaries Eliminations Subsidiaries
-------------- -------------- -------------- -------------- -------------- --------------
Net sales. . . . . . . . $ 20,867 $ 38,178 $ 93,236 $ 19,110 $ (3,601) $ 167,790
Cost of sales. . . . . . 13,876 18,270 50,220 17,406 (3,601) 96,171
-------------- -------------- -------------- -------------- -------------- --------------
Gross profit . . . . . . 6,991 19,908 43,016 1,704 - 71,619
Operating expenses:
Selling, technical and
administrative . . . . . 11,491 9,019 25,836 1,427 - 47,773
Amortization . . . . . . - 529 256 9 - 794
-------------- -------------- -------------- -------------- -------------- --------------
11,491 9,548 26,092 1,436 - 48,567
-------------- -------------- -------------- -------------- -------------- --------------
Operating profit (loss). (4,500) 10,360 16,924 268 - 23,052
Equity in earnings of
subsidiaries . . . . . . (19,058) (11,747) (110) - 30,915 -
Interest income. . . . . (25) (27) (68) (8) - (128)
Interest expense . . . . 7,938 (1,112) 339 570 - 7,735
Other expense (income),
net. . . . . . . . . . . (2,766) (102) 35 3 - (2,830)
-------------- -------------- -------------- -------------- -------------- --------------
(13,911) (12,988) 196 565 30,915 4,777
-------------- -------------- -------------- -------------- -------------- --------------
Earnings before taxes,
minority interest and
cumulative effect of
accounting change. . . . 9,411 23,348 16,728 (297) (30,915) 18,275
Income taxes benefit
(expense). . . . . . . . 3,016 (4,290) (4,981) 407 - (5,848)
Minority interest. . . . - - - - - -
-------------- -------------- -------------- -------------- -------------- --------------
Earnings (loss) before
cumulative effect of
accounting change. . . . 12,427 19,058 11,747 110 (30,915) 12,427
Cumulative effect of
accounting change. . . . 1,014 - - - - 1,014
-------------- -------------- -------------- -------------- -------------- --------------
Net earnings (loss). . . $ 13,441 $ 19,058 $ 11,747 $ 110 $ (30,915) $ 13,441
============== ============== =============== ============== ============== ==============
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
NINE MONTHS ENDED SEPTEMBER 30, 2003
(unaudited)
MacDermid
Unrestricted Incorporated
MacDermid Guarantor Nonguarantor Nonguarantor And
Incorporated Subsidiaries Subsidiaries Subsidiaries Eliminations Subsidiaries
-------------- -------------- -------------- -------------- ------------- --------------
Net cash flows provided
by (used in) operating
activities: . . . . . . . . $ (19,806) $ 33,233 $ 48,582 $ (396) $ - $ 61,613
Investing activities:
Capital expenditures. . . . (3,487) (728) (2,443) (521) - (7,179)
Proceeds from disposition
of fixed assets . . . . . . 1,590 - 98 - - 1,688
-------------- -------------- -------------- -------------- ------------- --------------
Net cash flows provided
by (used in) investing
activities. . . . . . . . . (1,897) (728) (2,345) (521) - (5,491)
-------------- -------------- -------------- -------------- ------------- --------------
Financing activities:
Short-term borrowings
(repayments), net . . . . . 33,919 (25,528) (15,242) 2,116 - (4,735)
Long-term borrowings. . . . - - - 3,570 - 3,570
Long-term repayments. . . . - - (383) (4,984) - (5,367)
Stock options exercised . . 812 - - - - 812
Purchase of treasury shares (51,753) - - - - (51,753)
Dividends paid. . . . . . . 33,374 (7,638) (27,936) - - (2,200)
-------------- -------------- -------------- -------------- ------------- --------------
Net cash flows provided
by (used in) financing
activities. . . . . . . . . 16,352 (33,166) (43,561) 702 - (59,673)
-------------- -------------- -------------- -------------- ------------- --------------
Effect of exchange rate
changes on cash and cash
equivalents . . . . . . . . - - 1,630 7 - 1,637
-------------- -------------- -------------- -------------- ------------- --------------
Net (decrease) increase in
cash and cash equivalents . (5,351) (661) 4,306 (208) - (1,914)
Cash and cash equivalents
at beginning of period. . . 14,153 2,314 15,214 338 - 32,019
Cash and cash equivalents
-------------- -------------- -------------- -------------- ------------- --------------
at end of period. . . . . . $ 8,802 $ 1,653 $ 19,520 $ 130 $ - $ 30,105
============== ============== ============== ============== ============= ==============
CONSOLIDATED CONDENSED BALANCE SHEET
DECEMBER 31, 2002
(unaudited)
MacDermid
Unrestricted Incorporated
MacDermid Guarantor Nonguarantor Nonguarantor And
Incorporated Subsidiaries Subsidiaries Subsidiaries Eliminations Subsidiaries
------------- -------------- -------------- -------------- -------------- -------------
ASSETS
Current assets:
Cash and cash equivalents. . . . . $ 14,153 $ 2,314 $ 15,214 $ 338 $ - $ 32,019
Accounts receivables, net. . . . . 10,561 21,322 98,228 12,695 - 142,806
Due (to) from affiliates . . . . . 132,264 (69,017) (36,066) (27,181) - -
Inventories. . . . . . . . . . . . 9,002 26,269 42,497 7,970 - 85,738
Prepaid expenses . . . . . . . . . 488 1,323 3,646 - - 5,457
Deferred income taxes. . . . . . . 17,059 - 4,587 952 - 22,598
------------- -------------- -------------- -------------- -------------- -------------
Total current assets . . . . . . . 183,527 (17,789) 128,106 (5,226) - 288,618
Property, plant and equipment, net 15,100 42,779 55,129 19,573 - 132,581
Goodwill . . . . . . . . . . . . . 21,680 68,574 103,946 - - 194,200
Intangibles, net . . . . . . . . . - 6,686 25,049 90 - 31,825
Investments in subsidiaries. . . . 314,126 225,676 (21,318) - (518,484) -
Other assets . . . . . . . . . . . 39,485 10,130 8,722 2,332 - 60,669
------------- -------------- -------------- -------------- -------------- -------------
$ 573,918 $ 336,056 $ 299,634 $ 16,769 $ (518,484) $ 707,893
============= ============== ============== ============== ============== =============
CONSOLIDATED CONDENSED BALANCE SHEET (continued)
DECEMBER 31, 2002
(unaudited)
MacDermid
Unrestricted Incorporated
MacDermid Guarantor Nonguarantor Nonguarantor And
Incorporated Subsidiaries Subsidiaries Subsidiaries Eliminations Subsidiaries
-------------- -------------- -------------- -------------- -------------- --------------
LIABILITIES AND
SHAREHOLDERS' EQUITY
Current liabilities:
Notes payable . . . . . . . . $ - $ - $ 1,792 $ 3,332 $ - $ 5,124
Current installments of long-
term obligations. . . . . . . - 146 391 5,693 - 6,230
Accounts and dividend payable 11,854 7,975 30,347 14,289 - 64,465
Accrued expenses. . . . . . . 30,151 10,250 24,591 2,824 - 67,816
Income taxes. . . . . . . . . (4,763) 2,804 6,201 (515) - 3,727
-------------- -------------- -------------- -------------- -------------- --------------
Total current liabilities . . 37,242 21,175 63,322 25,623 - 147,362
Long-term obligations . . . . 300,157 705 719 8,657 - 310,238
Accrued postretirement. . . . 15,462 - 4,226 - - 19,688
Deferred income taxes . . . . - - 4,719 816 - 5,535
Other long-term liabilities . 3,319 50 972 118 - 4,459
Minority interest . . . . . . - - - 2,873 - 2,873
Shareholders' equity:
Common stock. . . . . . . . . 46,640 (50) 3,760 3 (3,713) 46,640
Additional paid-in capital. . 21,261 207,741 109,614 10,260 (327,615) 21,261
Retained earnings . . . . . . 225,387 115,397 115,205 (29,917) (200,685) 225,387
Cumulative comprehensive
Income equity adjustments . . (15,786) (8,962) (2,903) (1,664) 13,529 (15,786)
Less, cost of common shares
in treasury . . . . . . . . . (59,764) - - - - (59,764)
-------------- -------------- -------------- -------------- -------------- --------------
Total shareholders' equity. . 217,738 314,126 225,676 (21,318) (518,484) 217,738
-------------- -------------- -------------- -------------- -------------- --------------
$ 573,918 $ 336,056 $ 299,634 $ 16,769 $ (518,484) $ 707,893
============== ============== ============== ============== ============== ==============
CONSOLIDATED CONDENSED STATEMENTS OF EARNINGS
NINE MONTHS ENDED SEPTEMBER 30, 2002
(unaudited)
MacDermid
Unrestricted Incorporated
MacDermid Guarantor Nonguarantor Nonguarantor And
Incorporated Subsidiaries Subsidiaries Subsidiaries Eliminations Subsidiaries
-------------- -------------- -------------- -------------- -------------- --------------
Net sales. . . . . . . . . $ 73,125 $ 137,624 $ 252,662 $ 60,549 $ (12,136) $ 511,824
Cost of sales. . . . . . . 45,958 68,512 140,083 53,052 (12,136) 295,469
-------------- -------------- -------------- -------------- -------------- --------------
Gross profit . . . . . . . 27,167 69,112 112,579 7,497 - 216,355
Operating expenses:
Selling, technical and
administrative . . . . . . 40,042 30,854 69,553 4,659 - 145,108
Amortization . . . . . . . 2,595 1,232 848 21 - 4,696
-------------- -------------- -------------- -------------- -------------- --------------
42,637 32,086 70,401 4,680 - 149,804
-------------- -------------- -------------- -------------- -------------- --------------
Operating profit (loss). . (15,470) 37,026 42,178 2,817 - 66,551
Equity in earnings of
subsidiaries . . . . . . . (45,659) (26,783) 162 - 72,280 -
Interest income. . . . . . (55) (70) (325) (22) - (472)
Interest expense . . . . . 14,316 6,223 4,268 1,991 - 26,798
Other expense (income),
net. . . . . . . . . . . . 2,173 (45) (405) (34) - 1,689
-------------- -------------- -------------- -------------- -------------- --------------
(29,225) (20,675) 3,700 1,935 72,280 28,015
-------------- -------------- -------------- -------------- -------------- --------------
Earnings before taxes and
minority interest. . . . . 13,755 57,701 38,478 882 (72,280) 38,536
Income taxes benefit
(expense). . . . . . . . . 11,915 (12,042) (11,695) (509) - (12,331)
Minority interest. . . . . - - - (535) - (535)
-------------- -------------- -------------- -------------- -------------- --------------
Net earnings (loss). . . . $ 25,670 $ 45,659 $ 26,783 $ (162) $ (72,280) $ 25,670
============== ============== ============== ============== ============== ==============
CONSOLIDATED CONDENSED STATEMENTS OF EARNINGS
THREE MONTHS ENDED SEPTEMBER 30, 2002
(unaudited)
MacDermid
Unrestricted Incorporated
MacDermid Guarantor Nonguarantor Nonguarantor And
Incorporated Subsidiaries Subsidiaries Subsidiaries Eliminations Subsidiaries
-------------- -------------- -------------- -------------- -------------- --------------
Net sales. . . . . . . . . $ 22,913 $ 43,782 $ 87,158 $ 17,711 $ (3,418) $ 168,146
Cost of sales. . . . . . . 14,736 21,028 49,023 15,813 (3,418) 97,182
-------------- -------------- -------------- -------------- -------------- --------------
Gross profit . . . . . . . 8,177 22,754 38,135 1,898 - 70,964
Operating expenses:
Selling, technical and
administrative . . . . . . 12,856 9,928 22,594 1,345 - 46,723
Amortization . . . . . . . 865 411 275 7 - 1,558
-------------- -------------- -------------- -------------- -------------- --------------
13,721 10,339 22,869 1,352 - 48,281
-------------- -------------- -------------- -------------- -------------- --------------
Operating profit (loss). . (5,544) 12,415 15,266 546 - 22,683
Equity in earnings of
subsidiaries . . . . . . . (17,194) (10,233) 195 - 27,232 -
Interest income. . . . . . (15) (18) (155) (8) - (196)
Interest expense . . . . . 5,925 977 1,280 673 - 8,855
Other expense (income),
net. . . . . . . . . . . . 1,385 115 (312) (52) - 1,136
-------------- -------------- -------------- -------------- -------------- --------------
(9,899) (9,159) 1,008 613 27,232 9,795
-------------- -------------- -------------- -------------- -------------- --------------
Earnings before taxes and
minority interest. . . . . 4,355 21,574 14,258 (67) (27,232) 12,888
Income taxes benefit
(expense). . . . . . . . . 4,310 (4,380) (4,025) (28) - (4,123)
Minority interest. . . . . - - - (100) - (100)
-------------- -------------- -------------- -------------- -------------- --------------
Net earnings (loss). . . . $ 8,665 $ 17,194 $ 10,233 $ (195) $ (27,232) $ 8,665
============== ============== ============== ============== ============== ==============
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
NINE MONTHS ENDED SEPTEMBER 30, 2002
(unaudited)
MacDermid
Unrestricted Incorporated
MacDermid Guarantor Nonguarantor Nonguarantor And
Incorporated Subsidiaries Subsidiaries Subsidiaries Eliminations Subsidiaries
-------------- -------------- -------------- -------------- ------------- --------------
Net cash flows provided
by (used in) operating
activities:. . . . . . . . . $ 1,344 $ 27,317 $ 45,022 $ 5,206 $ - $ 78,889
Investing activities:
Capital expenditures . . . . (898) (1,038) (1,554) (1,097) - (4,587)
Proceeds from disposition
of fixed assets. . . . . . . - 1,999 155 156 - 2,310
-------------- -------------- -------------- -------------- ------------- --------------
Net cash flows provided
by (used in) investing
activities . . . . . . . . . (898) 961 (1,399) (941) - (2,277)
-------------- -------------- -------------- -------------- ------------- --------------
Financing activities:
Short-term (repayments)
borrowings, net. . . . . . . (9,029) (17,010) 18,517 (4,661) - (12,183)
Long-term borrowings . . . . 79,500 - - 2,951 - 82,451
Long-term repayments . . . . (88,500) - (48,379) (2,698) - (139,577)
Purchase of treasury shares. (443) - - - - (443)
Dividends paid . . . . . . . 20,690 (11,855) (10,770) - - (1,935)
-------------- -------------- -------------- -------------- ------------- --------------
Net cash flows provided
by (used in) financing
activities . . . . . . . . . 2,218 (28,865) (40,632) (4,408) - (71,687)
-------------- -------------- -------------- -------------- ------------- --------------
Effect of exchange rate
changes on cash and cash
equivalents. . . . . . . . . - - 253 71 - 324
-------------- -------------- -------------- -------------- ------------- --------------
Net (decrease) increase in
cash and cash equivalents. . 2,664 (587) 3,244 (72) - 5,249
Cash and cash equivalents
at beginning of period . . . 4,419 1,881 10,261 506 - 17,067
-------------- -------------- -------------- -------------- ------------- --------------
Cash and cash equivalents
at end of period . . . . . . $ 7,083 $ 1,294 $ 13,505 $ 434 $ - $ 22,316
============== ============== ============== ============== ============= ==============
ITEM 2:
Management's Discussion and Analysis of
Financial Condition and Results of Operations
The following discussion compares the results of operations for the three month
period which ended September 30, 2003 to the same period in 2002.
SALES, COSTS AND EXPENSES
Advanced Surface Finishing: Net sales for the current quarter were $84.5
million, an increase of $4.0 million, or 5% from $80.5 million in the same
period last year. This includes a positive foreign currency translation effect
of $4.0 million. Excluding this effect total sales would have been flat to the
same period last year. Proprietary sales, excluding the effects of foreign
currency translation, were 1% lower than the same period last year. Proprietary
sales were weak largely due to lower consumer spending in the electronics
industries as well as for industrial applications.
Costs of sales, as a percentage of sales were less than the same period last
year. Gross profit percentage was 50.8% as compared to 48.8% for the same
period last year as manufacturing plant overhead reduction actions have been
instituted.
Selling, technical and administrative expenses ("ST&A") were $29.7 million this
quarter, an increase of 6% as compared to $28.0 million for the same period last
year. The increase in ST&A was largely attributable to a $1.4 million
unfavorable foreign currency translation effect, otherwise ST&A would have
increased 1%. ST&A as a percentage of sales for the current quarter was 35.1%
as compared to 34.9% in the same period last year. Total amortization expense
was $0.7 million for the quarter, which was $0.7 million less than the same
period last year.
As a result of the factors discussed above, advanced surface finishing operating
profit (after amortization) for the three months ended September 30, 2003
increased 28% to $12.6 million from $9.8 million in the same period last year.
Printing Solutions: Net sales for the current quarter were $64.2 million, a
decrease of $5.7 million, or 8% from $69.9 million in the same period last year.
This includes a $2.4 million positive foreign currency translation effect.
Excluding this effect total sales would have shown a 12% decrease. Sales to
commercial advertising customers have been depressed as activity in these
industries are soft.
Costs of sales, as a percentage of sales were similar to the same period last
year. Gross profit percentage was 42.1% as compared to 42.6% for the same
period last year.
ST&A expenses were $16.7 million this quarter, a 4% decrease as compared to
$17.3 million for the same period last year. The decrease in costs was offset
by a $0.6 million unfavorable foreign currency translation effect, otherwise
ST&A would have decreased 7%. ST&A as a percentage of sales for the current
quarter was 26.0% as compared to 24.8% in the same period last year. Total
amortization expense was $0.1 million for the current and prior year quarters.
As a result of the factors discussed above, printing solutions operating profit
(after amortization) for the three months ended September 30, 2003 decreased 17%
to $10.2 million from $12.3 million in the same period last year.
Electronics Manufacturing: Net sales for the current quarter were $19.1 million,
an increase of $1.4 million, or 8% from $17.7 million in the same period last
year. This includes a positive effect of foreign currency translation of $2.4
million, otherwise total sales would have shown a 6% decrease.
Costs of sales, as a percentage of sales increased and as a result gross profit
percentage decreased to 8.9% as compared to 10.7% for the same period last year.
The major factor was lower production volumes.
ST&A expenses were 6% higher as compared to the same period last year, the
result of a $0.2 million unfavorable foreign currency translation effect. ST&A
as a percentage of sales for the current quarter was 7.5% as compared to 7.6% in
the same period last year.
As a result of the factors discussed above, the electronics manufacturing
operating profit (after amortization) for the three months ended September 30,
2003 decreased 51% to $0.3 million from $0.5 million in the same period last
year.
Consolidated: Net sales for the current quarter of $167.8 million were similar
to $168.1 million in the same period last year. This includes a $8.8 million
positive effect from foreign currency translation which resulted in higher
reported net sales. Excluding this effect, reported sales would have decreased
5% and proprietary sales, which were roughly 82% of total net sales for the
current three month period, as compared to 84% for the same period in the prior
year, would have decreased 6%.
Gross profits were modestly improved for the three month period ended September
30, 2003 as compared to the same period last year. Cost reduction efforts were
offset by lower sales volumes. Accordingly, gross profit as a percentage of
sales was 42.7% for the three month period ended September 30, 2003, as compared
to 42.2% for the same period last year.
ST&A expenses were $1.1 million, or 2% higher than the same period last year.
Excluding a $2.2 million unfavorable foreign currency translation effect, ST&A
expenses would have been 2% lower. ST&A as a percentage of sales for the three
month period was 28.5% as compared to 27.8% for the same period last year.
Total amortization expense was $0.8 million for the quarter. This was $0.8
million less than the same period last year.
Operating profit (after amortization) for the three months ended September 30,
2003 was $23.1 million, an increase of $0.4 million, or approximately 2% higher
than $22.7 million for the same period last year.
PROVISION FOR INCOME TAXES
The Corporation's effective income tax rate approximates 32% for both the three
month period ended September 30, 2003 and 2002. For the period ended September
30, 2003, there was a $0.7 million tax charge over and above the 32% effective
income tax rate.
NET EARNINGS
Net interest expense of $7.6 million was approximately 12% less than the same
period last year, as a result of lower average bank debt balances. Diluted net
earnings available to common shareholders for the three month period ended
September 30, 2003 of $0.43 per share includes the effect of $0.03 per share for
the cumulative effect of an accounting change required under Statement of
Financial Accounting Standards No. 150, Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and Equity ("SFAS150").
Excluding this effect, three month diluted net earnings of $0.40 per share was
48% higher than $0.27 per share for the same period last year. The impact from
foreign currency translation was favorable to reported earnings by approximately
$0.02 per share for the three month period.
The following discussion compares the results of operations for the nine month
period which ended September 30, 2003 to the same period in 2002.
SALES, COSTS AND EXPENSES
Advanced Surface Finishing: Net sales for the nine months ended September 30,
2003 were $252.5 million, an increase of $13.0 million, or 5% from $239.5
million in the same period last year. This includes a positive foreign currency
translation effect of $17.7 million. Excluding this effect total sales would
have shown a 2% decrease. Proprietary sales, excluding the effects of foreign
currency translation, were 3% lower than the same period last year. Proprietary
sales remain weak largely due to lower consumer spending in the electronics
industries as well as for industrial applications.
Costs of sales, as a percentage of sales for the nine month period were below
the same period last year. Lower costs resulted from the closure of a
production facility and other related cost reduction efforts. Gross profit
percentage was 51.1% as compared to 49.9% for the same period last year, in a
large part, a result of the cost reductions.
Selling, technical and administrative expenses ("ST&A") were $89.7 million for
the nine month period, a 3% increase as compared to $87.4 million for the same
period last year. The increase is from a $5.9 million unfavorable foreign
currency translation effect, otherwise ST&A would have decreased 4%. ST&A as a
percentage of sales for the nine month period was 35.5% as compared to 36.5% in
the same period last year. Total amortization expense was $2.0 million for the
nine month period, which was $2.2 million less than the same period last year.
As a result of the factors discussed above, advanced surface finishing operating
profit (after amortization) for the nine months ended September 30, 2003
increased 34% to $37.4 million from $27.9 million in the same period last year.
Printing Solutions: Net sales for the nine months ended September 30, 2003 were
$201.7 million, a decrease of $10.1 million, or 5% from $211.8 million in the
same period last year. This includes a positive foreign currency translation
effect of $8.9 million. Excluding this effect total sales would have shown an
9% decrease. Sales to commercial advertising customers have been depressed as
activity in these industries are soft.
Costs of sales, as a percentage of sales for the nine month period were below
the same period last year, largely due to the closure of a production facility.
Gross profit percentage was 43.2% as compared to 42.2% for the same period last
year, due to the facility closure as well as other cost reduction efforts.
ST&A expenses were $51.5 million for the nine month period, a 3% decrease as
compared to $53.0 million for the same period last year. Excluding a $2.2
million unfavorable foreign currency translation effect, ST&A expenses would
have been 7% lower. ST&A as a percentage of sales for the nine month period was
25.5% as compared to 25.0% in the same period last year. Total amortization
expense was $0.4 million for the nine month period, which was similar to the
same period last year.
As a result of the factors discussed above, printing solutions operating profit
(after amortization) for the nine months ended September 30, 2003 decreased 2%
to $35.3 million from $35.8 million in the same period last year.
Electronics Manufacturing: Net sales for the nine months ended September 30,
2003 were $61.7 million, an increase of $1.2 million, or 2% from $60.5 million
in the same period last year. Excluding a $10.4 million positive effect of
foreign currency translation, total sales would have decreased 15%.
Costs of sales, as a percentage of sales increased and as a result gross profit
percentage was 9.0% as compared to 12.4% for the same period last year. The
major factor was lower production volumes.
ST&A expenses increased $0.3 million, or 8% as compared to the same period last
year, the result of a $0.8 million unfavorable foreign currency translation
effect. ST&A as a percentage of sales for the nine month period was 8.1% as
compared to 7.7% in the same period last year.
As a result of the factors discussed above, the electronics manufacturing
operating profit (after amortization) for the nine months ended September 30,
2003 decreased 82% to $0.5 million from $2.8 million in the same period last
year.
Consolidated: Net sales for the nine months ended September 30, 2003 of $515.9
million increased $4.1 million or 1% from $511.8 million in the same period last
year. This includes a $36.9 million positive effect from foreign currency
translation which resulted in higher reported net sales. Excluding this effect,
reported sales would have decreased 6% and proprietary sales, which were roughly
82% of total net sales for the current nine month period, as compared to 83% for
the same period in the prior year, would have decreased 6%.
Gross profits increased 3% for the nine month period ended September 30, 2003 as
compared to the same period last year. The closure of production facilities and
other cost reduction efforts offset lower sales volumes. Accordingly, gross
profit as a percentage of sales for the nine month period ending September 30,
2003 was 43.0% as compared to 42.3% for the same period last year.
ST&A expenses were $1.1 million, or 1% higher than the same period last year.
Excluding a $9.0 million unfavorable foreign currency translation effect, ST&A
expenses would have been 5% lower. ST&A as a percentage of sales for the three
month period was 28.3% as compared to 28.4% in the same period last year. Total
amortization expense was $2.4 million for the nine month period ended September
30, 2003. This was $2.3 million less than the same period last year.
Operating profit (after amortization) for the nine month period ended September
30, 2003 of $73.1 million was an increase of $6.5 million, or 10% over $66.6
million for the same period last year.
PROVISION FOR INCOME TAXES
The Corporation's effective income tax rate approximates 32% for both the nine
month period ended September 30, 2003 and 2002. For the period ended September
30, 2003, there was a $0.7 million tax charge over and above the 32% effective
income tax rate.
NET EARNINGS
Net interest expense, $23.3 million was approximately 11% less than the same
period last year, attributable to lower average debt balances. Diluted net
earnings available to common shareholders for the nine month period ended
September 30, 2003 of $1.17 per share includes the effect of $0.03 per share for
the cumulative effect of an accounting change under SFAS150. Excluding this
effect, nine month diluted net earnings of $1.14 per share was 44% higher than
$0.79 per share for the same period last year. The impact from foreign currency
translation was favorable to reported earnings by approximately $0.06 per share
for the nine month period.
Financial Condition
Operating activities during the nine months ending September 30, 2003 provided a
net cash inflow of $61.6 million. This included net earnings, before the
cumulative effects of accounting change, of $36.1 million, non-cash expenses for
depreciation, amortization, bad debts and stock compensation of $24.9 million,
and a net decrease in operating assets and liabilities of $0.6 million. A large
portion of the cash generated from operations during this period was utilized to
repurchase treasury shares.
Investing activities for the nine months ended September 30, 2003 utilized net
cash of $5.5 million, all of which relates to net capital spending. Total
capital expenditures of $7.2 million compares with total planned expenditures of
approximately $13.0 million for the full year, was offset in part by proceeds of
$1.7 million from the sale of fixed assets.
Financing activities for the nine months ended September 30, 2003 consisted of a
net use of cash of $59.7 million primarily used for treasury shares of $51.8
million, as well as net debt repayment of $6.5 million and dividends to
shareholders ($0.03 per common share beginning this quarter) of $2.2 million.
The Board of Directors on August 5, 2003, voted to increase the dividend to
$0.03 per share from $0.02 per share.
The Corporation's financial position remains strong. Working capital at
September 30, 2003 was $146.4 million as compared to $141.3 million at December
31, 2002. The Corporation issued 9 1/8% senior subordinated notes in June 2001,
with a face amount of $301.5 million, which pay interest semiannually on January
15th and July 15th and mature in 2011. The Corporation also has a long-term
credit arrangement, which consists of a combined revolving loan facility that
permits borrowings, denominated in US dollars and foreign currencies, of up to
$50 million. There has been no balance outstanding, or activity on this
revolving loan facility for the periods presented. The Corporation has other
uncommitted credit facilities which presently total approximately $59 million.
These, together with the Corporation's cash flows from operations are adequate
to fund working capital and expected capital expenditures.
There are no long-term commitments (including the short-term portion) which
would have a significant impact upon results of operations, financial condition
or liquidity of the Corporation, other than the obligations in the following
table:
($millions) . . . . . . . . . . . . This Year 2-4 Years 5 or More Years Total
---------- ---------- ---------------- ------
Long-term debt . . . . $ 4.2 $ 6.7 $ 302.2 $313.1
Capital leases . . . . 0.8 1.0 0.2 2.0
Operating leases . . . 9.4 12.9 11.1 33.4
---------- ---------- ---------------- ------
Total contractual cash commitments. $ 14.4 $ 20.6 $ 313.5 $348.5
========== ========== ================ ======
The Board of Directors from time-to-time authorizes the purchase of issued and
outstanding shares of the Corporation's common stock. Such additional shares
may be acquired through privately negotiated transactions or on the open market.
Any future repurchases by the Corporation will depend on various factors
including the market price of its shares, its business and financial position
and general economic or market conditions. Additional shares acquired pursuant
to such authorizations will be held in the Corporation's treasury and will be
available for the Corporation to issue for various corporate purposes without
further shareholder action (except as required by applicable law or the rules of
any securities exchange on which the shares are then listed). At September 30,
2003, the outstanding authorization to purchase approximately 0.8 million common
shares would cost approximately $21.1 million, based on the NYSE closing price
for that date. On May 7, 2003, the Corporation executed a purchase and sale
agreement with Citicorp Venture Capital Ltd ("CVC"), to acquire all of their 2.2
million MacDermid, Incorporated outstanding common shares on or before November
7, 2003. The Corporation purchased from CVC, 1.35 million common shares on May
7, 2003, for $22.60 per share and 0.85 million common shares on September 22,
2003, for $25.00 per share.
The following table presents owner earnings for the nine and three month periods
ended September 30, 2003 and 2002. Owner earnings is defined as cash flow from
operations less net capital spending and is not intended to represent cash flow
from operations as defined by generally accepted accounting principles. This
measure 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. Management
believes that owner earnings portrays a meaningful measure of the impact of free
cash flow, which is an important factor towards the growth of intrinsic
shareholder value over time.
Nine Months Ended September 30, Three Months Ended September 30,
2003 2002 2003 2002
------------------- --------------- -------------------- --------------
Cash provided by operations $ 61.6 $ 78.9 $ 16.6 $ 28.9
Less: capital spending, net (5.5) (2.3) (2.8) -
------------------- --------------- -------------------- --------------
Owner earnings. . . . . . . $ 56.1 $ 76.6 $ 13.8 $ 28.9
=================== =============== ==================== ==============
CRITICAL ACCOUNTING POLICIES
In preparing the consolidated financial statements in conformity with accounting
principles generally accepted in the United States of America, management must
undertake decisions that impact the reported amounts and related disclosures.
Such decisions include the selection of the appropriate accounting principles to
be applied and also assumptions upon which accounting estimates are based.
Management applies judgment based on its understanding and analysis of the
relevant circumstances to reach these decisions. By their nature, these
judgments are subject to an inherent degree of uncertainty, accordingly actual
results could differ significantly from the estimates applied.
The Corporation's critical accounting policies include the following:
Revenue Recognition: The Corporation recognizes revenue, including freight
charged to customers, when products are shipped and the customer takes ownership
and assumes the risk of loss, collection of the relevant receivable is probable,
persuasive evidence that an arrangement exists and the sales price is fixed or
determinable. The Corporation's shipping terms are customarily "FOB shipping
point" and do not include right of inspection or acceptance provisions.
Equipment sales arrangements may include right of inspection or acceptance
provisions in which case revenue is deferred until these provisions have been
satisfied.
Accounts Receivable: The Corporation performs ongoing credit evaluations of its
customers and adjusts credit limits based upon payment history and the
customer's credit worthiness. The Corporation continually monitors collections
and payments from its customers and maintains a provision for estimated credit
losses based upon historical experience and any specific customer collection
issues that it has identified. While such credit losses have historically been
within management's expectations and the provisions for bad debts established,
there is no guarantee that the Corporation will continue to experience the same
credit loss rates as in the past.
Inventories: The Corporation values inventory at lower of average cost or
replacement market. Management regularly reviews obsolescence to determine that
inventories are appropriately reserved. In making any determination, historical
write-offs, customer demand, alternative product uses, usage rates and
quantities of stock on hand are considered. Inventory in excess of the
Corporation's estimated usage requirements is written down to its estimated net
realizable value.
Goodwill and other long-lived assets: The Corporation records property, plant
and equipment at cost. Depreciation and amortization of property, plant and
equipment are provided over the estimated useful lives of the respective assets,
on the straight-line basis. The Corporation categorizes and depreciates its
assets over periods ranging from 3-5 years for computers, software, furniture,
fixtures and autos, 5-20 years for machinery and equipment, and 5-30 years for
building and building improvements. Leasehold improvements are amortized over
the lesser of the useful life of the asset or the life of the lease.
Expenditures for maintenance and repairs are charged directly to expense;
renewals and betterments, which significantly extend the useful lives are
capitalized. Costs and accumulated depreciation and amortization on assets
retired or disposed of are removed from the accounts and any resulting gains or
losses are credited or charged to earnings. Patents and various other
intangible assets are amortized on a straight-line basis over their estimated
useful lives as determined by an appropriate valuation. The present periods of
amortization are 15 years for patents and range between 5 and 30 years for other
separately identified intangible assets. The Corporation assesses the carrying
value of goodwill, intangible assets with indefinite lives and other long-lived
assets in accordance with SFAS142 and SFAS144. In many instances, projected
future cash flows are used in these assessments. Estimation factors, including
but not limited to, the timing of new product introductions, market conditions
and competitive environment could affect previous projections.
Environmental Matters: The nature of the Corporation's operations and products
exposes it to the risk of liabilities or claims with respect to environmental
cleanup or other matters, including those in connection with the disposal of
hazardous materials. As such, the Corporation is subject to extensive U.S. and
foreign laws and regulations relating to environmental protection and worker
health and safety, including those governing: discharges of pollutants into the
air and water; the management and disposal of hazardous substances and wastes;
and the cleanup of contaminated properties. The Corporation has incurred, and
will continue to incur, significant costs and capital expenditures in complying
with these laws and regulations. The Corporation could incur significant
additional costs, including cleanup costs, fines and sanctions and third-party
claims, as a result of violations of or liabilities under environmental laws.
In order to ensure compliance with applicable environmental, health and safety
laws and regulations, the Corporation maintains a disciplined environmental and
occupational safety and health compliance program, which includes conducting
regular internal and external audits at its plants to identify and categorize
potential environmental exposure. It is the Corporation's policy to review
these environmental issues in light of historical experience and to reserve for
those that both a liability has become probable and the cost is reasonably
estimable, in accordance with Statement of Financial Accounting Standards No. 5,
"Accounting for Contingencies".
Employee Benefit Plans: The Corporation sponsors a defined benefit plan and a
retirement medical benefit plan for its domestic employees providing retirement
benefits based upon years of service and compensation levels. The Corporation
also sponsored a defined benefit plan for its United Kingdom based employees
employed at its Canning subsidiary that was frozen as of April 6, 1997, when the
plan was converted from a defined benefit plan to a defined contribution plan.
The projected benefit obligations and pension expenses from both of these plans
is dependent upon various factors such as the discount rate, actual return on
plan assets and the funding of the plan. Management can neither predict the
future interest rate environment, which directly impacts the selection of future
discount rates, nor predict future asset returns that the pension plan will
experience. Changes in these assumptions will effect current and future year
pension expense and the projected benefit obligation. Management estimates that
a 50 basis point drop in the discount rate for the valuation at December 31,
2003, will increase the plan's annual pension expense by approximately $1,000
and increase the plan's projected benefit obligation by approximately $4,500.
However, these increases could be offset by other factors such as favorable
asset experience or additional cash contributions to the plan.
NEW ACCOUNTING STANDARDS
Statement of Financial Accounting Standards No. 150, Accounting for Certain
Financial Instruments with Characteristics of both Liabilities and Equity
("SFAS150") addresses financial accounting and reporting criteria for certain
financial instruments with characteristics of both liabilities and equity and
requires that financial instruments within its scope are classified as
liabilities, or assets in some circumstances. The Corporation adopted SFAS150
effective July 1, 2003. Due to an existing purchase and sale agreement with
CVC, SFAS150 had an effect on the Corporation's consolidated condensed statement
of earnings and the presentation within the shareholders' equity section of the
consolidated condensed balance sheet, as follows. In the periods presented
herewith, there was a gain of $1.0 million as of July 1, 2003 for the cumulative
effect of accounting change and a gain of $2.2 million included in other income
as of September 22,2003 for the CVC transaction. These gains together with the
total cash payments of $51.8 million have been recorded as the cost of treasury
shares purchased under the agreement.
Statement of Financial Accounting Standards No. 149, Ammendment of Statement 133
on Derivative Instruments and Hedging Activities ("SFAS149") amends and
clarifies financial accounting and reporting for derivative instruments,
including certain derivative instruments embedded in other contracts and for
hedging activities under Statement 133. The adoption of SFAS149, effective July
1, 2003, did not have an impact on the Corporation's consolidated financial
statements.
Emerging Issues Task Force Issue No. 00-21 "Revenue Arrangements with Multiple
Deliverables" ("EITF 00-21") provides guidance on how to account for revenue
arrangements that involve the delivery or performance of multiple products,
services, or rights to use assets. Adoption of EITF 00-21, effective July 1,
2003, did not have an impact on the Corporation's consolidated financial
statements.
Interpretation No. 45 ("FIN45") Guarantor's Accounting and Disclosure
Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of
Others, requires that a liability be recorded in the guarantor's balance sheet
upon issuance of a guarantee. In addition, FIN45 requires disclosures about the
guarantees that an entity has issued, including product warranty liabilities.
The Corporation does not maintain any warranty expense or related liabilities
for its core specialty chemicals business. Warranties for certain ancillary
businesses are not material. The Corporation adopted FIN45 at December 31, 2002
and it did not have a material effect on its consolidated financial statements.
Interpretation No. 46 ("FIN46") Consolidation of Variable Interest Entities and
Interpretation of Accounting Research Bulletin No. 51, requires certain variable
interest entities to be consolidated by the primary beneficiary of the entity if
the equity investors in the entity do not have; characteristics of a controlling
financial interest or sufficient equity at risk for the entity to finance its
activities without additional subordinated financial support from other parties.
The adoption of FIN46, effective, Februaruy 1, 2003, did not have an impact on
the Corporation's consolidated financial statements.
ENVIRONMENTAL and LEGAL MATTERS
Environmental Issues: The nature of the Corporation's operations, as
manufacturers and distributors of specialty chemical products and systems expose
it to the risk of liabilities or claims with respect to environmental cleanup or
other matters, including those in connection with the disposal of hazardous
materials. As such, the Corporation is subject to extensive U.S. and foreign
laws and regulations relating to environmental protection and worker health and
safety, including those governing: discharges of pollutants into the air and
water; the management and disposal of hazardous substances and wastes; and the
cleanup of contaminated properties. The Corporation has incurred, and will
continue to incur, significant costs and capital expenditures in complying with
these laws and regulations. The Corporation could incur significant additional
costs, including cleanup costs, fines and sanctions and third-party claims, as a
result of violations of or liabilities under environmental laws. In order to
ensure compliance with applicable environmental, health and safety laws and
regulations, the Corporation maintains a disciplined environmental and
occupational safety and health compliance program, which includes conducting
regular internal and external audits at its plants to identify and categorize
potential environmental exposure.
The Corporation has been named as a potentially responsible party ("PRP") at two
Superfund sites (issues at a third site were resolved in this quarter). There
are many other PRPs involved at each of these sites. 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 environmental
investigations and remediation estimates produced by remediation contractors.
While the ultimate costs of such liabilities are difficult to predict, the
Corporation does not expect that its costs associated with these sites will be
material.
In addition, some of the Corporation's facilities have an extended history of
chemical processes or other industrial activities. Contaminants have been
detected at some of these sites, with respect to which the Corporation is
conducting environmental investigations and/or cleanup activities. These sites
include certain sites acquired in the December 1998 acquisition of W. Canning
plc, such as the Kearny, New Jersey and Waukegan, Illinois sites. The
Corporation has established an environmental remediation reserve, predominantly
attributable to those Canning sites that it believes will require environmental
remediation. With respect to those sites, it also believes that its Canning
subsidiary is entitled under the acquisition agreement to withhold a deferred
purchase price payment of approximately $1.6 million. The Corporation estimates
the range of cleanup costs at its Canning sites between $2.0 million and $5.0
million. Investigations into the extent of contamination, however, are ongoing
with respect to some of these sites. To the extent the Corporation's
liabilities exceed $1.6 million, it may be entitled to additional
indemnification payments. Such recovery may be uncertain, however, and would
likely involve significant litigation expense. The Corporation has instituted
an arbitration to enforce the obligations of other parties to the acquisition
agreement concerning the remediation of the Kearney, New Jersey and Waukegan,
Illinois sites. The arbitration has been concluded with a confirmation, in
favor of the Corporation, that the former primary shareholders of the entity
that operated the Kearney, New Jersey site are responsible for its remediation
to applicable state standards and an order to establish a time line for
completion of the remediation. The Corporation expects that the remediation
will take several years. The Corporation believes that remediation of the
Waukegan, Illinois site is complete and is in the process of applying for a no
further action letter from the state. The Corporation is also in the process of
characterizing contamination at its Huntingdon Avenue, Waterbury, Connecticut
site which was closed in the quarter ended September 30, 2003. The Corporation
does not anticipate that it will be materially affected by environmental
remediation costs, or any related claims, at any contaminated sites, including
the Canning sites and the Huntingdon Avenue, Waterbury, Connecticut site. It is
difficult, however, to predict the final costs and timing of costs of site
remediation. Ultimate costs may vary from current estimates and reserves, and
the discovery of additional contaminants at these or other sites or the
imposition of additional cleanup obligations, or third-party claims relating
thereto, could result in significant additional costs.
Legal Proceedings: On January 30, 1997, the Corporation was served with a
subpoena from a federal grand jury in Connecticut requesting certain documents
relating to an accidental spill from its Huntingdon Avenue, Waterbury,
Connecticut facility that occurred in November of 1994, together with other
information relating to operations and compliance at the Huntingdon Avenue
facility. The Corporation was subsequently informed that it is a subject of the
grand jury's investigation in connection with alleged criminal violations of the
federal Clean Water Act pertaining to its wastewater handling practices. In
addition, two of the Corporation's former employees, who worked at the
Huntington Avenue facility, pled guilty in early 2001 to misdemeanor violations
under the Clean Water Act in connection with the above matter. These
individuals were sentenced to fines of $25 thousand and $10 thousand and 2 years
probation, as well as community service. In a separate matter, on July 26,
1999, the Corporation was named in a civil lawsuit commenced in the Superior
Court of the State of Connecticut brought by the Connecticut Department of
Environmental Protection alleging various compliance violations at its
Huntingdon Avenue and Freight Street locations between the years 1992 through
1998 relating to wastewater discharges and the management of waste materials.
The complaint alleges violations of its permits issued under the Federal Clean
Water Act and the Resource Conservation and Recovery Act, as well as procedural,
notification and other requirements of Connecticut's environmental regulations
over the foregoing period of time.
The Corporation voluntarily resolved these matters on November 28, 2001. As a
result, MacDermid, Incorporated was required to pay fines and penalties totaling
$2.5 million, without interest, over six quarterly installments. In addition,
the Corporation was required to pay $1.5 million to various local charitable and
environmental organizations and causes. As of September 30, 2003, the
Corporation has paid the full amounts for both of these arrangements. The
Corporation was placed on a two-year probation which ends November 30, 2003 and
will perform certain environmental audits and other environmentally related
actions. The Corporation had recorded liabilities during the negotiation period
and therefore its results of operations and financial position were not affected
by these arrangements.
Various other legal proceedings are pending against the Corporation. The
Corporation considers all such proceedings to be ordinary litigation incident to
the nature of its business. Certain claims are covered by liability insurance.
The Corporation believes that the resolution of these claims to the extent not
covered by insurance will not, individually or in the aggregate, have a material
adverse effect on its financial position or results of operations.
FORWARD-LOOKING STATEMENTS
This report and other Corporation reports include forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995.
These statements relate to analyses and other information that is based on
forecasts of future results and estimates of amounts not yet determinable. These
statements also relate to future prospects, developments and business
strategies. The statements contained in this report that are not statements of
historical fact may include forward-looking statements that involve a number of
risks and uncertainties. The words "anticipate," "believe," "could,"
"estimate," "expect," "intend," "may," "plan," "predict," "project," "will" and
similar terms and phrases, including references to assumptions, have been used
to identify forward-looking statements. These forward-looking statements are
made based on management's expectations and beliefs concerning future events
affecting the Corporation and are subject to uncertainties and factors relating
to its operations and business environment, all of which are difficult to
predict and many of which are beyond its control, that could cause actual
results to differ materially from those matters expressed in or implied by these
forward-looking statements. The following factors are among those that may cause
actual results to differ materially from the forward-looking statements:
acquisitions and dispositions, environmental liabilities, changes in general
economic, business and industry conditions, changes in current advertising,
promotional and pricing levels, changes in political and social conditions and
local regulations, foreign currency fluctuations, inflation, significant
litigation; changes in sales mix, competition, disruptions of established supply
channels, degree of acceptance of new products, difficulty of forecasting sales
at various times in various markets, the availability, terms and deployment of
capital, and the other factors discussed elsewhere in this report. All
forward-looking statements should be considered in light of these factors. The
Corporation undertakes no obligation to update forward-looking statements or
risk factors to reflect new information, future events or otherwise.
ITEM 3:
Quantitative and Qualitative Disclosures
About Market Risk
Refer to the notes to the consolidated condensed financial statements, Market
Risk, Note 9.
ITEM 4:
Controls and Procedures
The Corporation's principle executive and financial officers have evaluated the
effectiveness of the Corporation's disclosure controls and procedures (as
defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of
1934) as of September 30, 2003. Based on such evaluation, they have concluded
that, as of such date, the Corporation's disclosure controls and procedures are
designed to ensure that information required to be disclosed by the Corporation
in its reports filed or submitted under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in the SEC's rules and
regulations and are operating in an effective manner.
No change in the Corporation's internal control over financial reporting (as
defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act)
occurred during the fiscal quarter ended September 30, 2003 that has mterially
affected, or is reasonably likely to materially affect, the Corporation's
internal control over financial reporting.
PART II. OTHER INFORMATION
ITEM 1 : Legal Proceedings
Refer to the notes to the consolidated condensed financial statements,
Contingencies and Legal Matters, Note 10.
ITEM 2 : Changes in Securities and Use of Proceeds
None.
ITEM 3 : Defaults Upon Senior Securities
None.
ITEM 4 : Submission of Matters to a Vote of Security Holders
None.
ITEM 5 : Other Information
None.
ITEM 6(a) : Exhibits
6(a).1 The Corporation filed a Form S-3 Shelf Registration on February 27, 2003.
The Form S-3 is incorporated by reference herein.
6(a).2 On March 27, 2003, the Corporation filed its Form 10-K/A to provide
additional disclosure regarding non-GAAP references contained in the Message to
Shareholders attached as exhibit 13 to its Form 10K. The Form 10K/A is
incorporated by reference herein.
6(a).3 The Corporation signed a new Credit Agreement with Bank of America, N.A.
on April 28, 2003, which was included as Exhibit 4 to the Corporation's Form 10Q
filed on May 15, 2003. The Form 10Q is incorporated by reference herein.
6(a).4 Signature pages for certification under Section 302 and Section 906 of
the Sarbanes-Oxley Act of 2002 are included as Exhibits 31 and 32, respectively,
to this filing.
ITEM 6(b) : Reports on Form 8-K
6(b).1 On May 7, 2003, the Corporation filed its Form 8-K to disclose a purchase
and sale agreement had been signed with Citicorp Venture Capital Ltd ("CVC") for
the Corporation to purchase all of CVC's common shares of MacDermid,
Incorporated. The Form 8-K is incorporated by reference herein.
6(b).2 On September 23, 2003, the Corporation filed its Form 8-K to announce it
has completed its repurchase of all of the remaining shares issued to CVC. The
Form 8-K is incorporated by reference herein.
6(b).3 On September 30, 2003, the Corporation filed its Form 8-K to post the
notification that trading restrictions on its stock would apply for a period of
time, during the transition of MacDermid's retirement plans to a new record
keeper. The Form 8-K is incorporated by reference herein.
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: November 7, 2003 /s/ Daniel H. Leever
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Daniel H. Leever
Chairman, President and
Chief Executive Officer
Date: November 7, 2003 /s/ Gregory M. Bolingbroke
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Gregory M. Bolingbroke
Senior Vice President,
Treasurer and Corporate Controller