EXHIBIT 13
MACDERMID'S 2003 ANNUAL REPORT TO STOCKHOLDERS
MESSAGE TO SHAREHOLDERS
Dear Shareholders,
For the year 2003, your company reported revenues from continuing operations of
$619.9 million compared to $611.5 million in the prior year. Reported earnings
were $56.4 million, or $1.80 per share. Included in reported earnings were GAAP
profits which we don't think should be used when comparing results. Included in
this category is the profit from discontinued operations of $.18 per share which
is mostly a "gain" from the sale of our interest in our Spanish Joint Venture.
This is only a book gain as it is simply a recovery of a portion of the write
down of this asset we booked last year. In our September 2003 quarter we were
also required to report a profit of $.07 per share relating to the "put and
call" we had with Citicorp Venture Capital Ltd (CVC) during the year relating to
our purchase of our stock in which we agreed to a maximum and minimum price at
closing. The transaction was agreed to and executed within the same year. We
don't take credit for this gain. In the following paragraph I will present the
numbers as our Board of Directors views them. This is not a GAAP view, as a
GAAP view with all the discontinued operations and gains on the CVC transaction
is extremely difficult to understand, and unrelated to the "real" change in
operations in my view.
We view our earnings per share (EPS) on an ongoing basis of $1.55 rather than
$1.80 as reported. $1.55 is also the number we used in computing executive
compensation. In 2002 we reported EPS of $.29 per share. If we restate 2002
and adjust for one time costs and discontinued operations, our ongoing, apples
for apples EPS for 2002 would have been $1.10 per share. Therefore we view our
earnings as increasing $.45 or 41%, not the much larger increase shown in our
GAAP results.
Yes, 2003 was a good year, but not as good as it appears at first blush.
Clearly there were some big positives. Reported Owner Earnings for the year was
$80 million. Excluding the effect of the discontinued operations, the "real"
Owner Earnings was $83.2 million, 13.4% of sales and $2.65 a share, an excellent
result. We were able to reduce working capital by $5.1 million this year. This
improvement is nowhere near what we experienced in 2002 because these
improvements are cumulative and it is therefore more and more difficult to
maintain the same rate of improvement. We ended up the year with $61 million in
cash to offset a portion of the $301 million in long term debt due in 2011.
This is after spending $52 million to buy back 2.2 million of our own shares.
Our net debt to cash flow ratio, known as net debt to EBITDA, ended up at 2.0, a
huge improvement over a short time ago. The quality of our earnings was good.
Operating profit was 16% of total sales and 17% of proprietary sales, a better
measure. This is within striking distance of our 20% stretch target, considered
to be quite aggressive in this industry. Return on equity was 20%. Net capital
expenditures were a modest $10.7 million. At 1.7% of sales we believe we
control capital spending better than anyone. If I stopped right there, one
might say this was an extraordinary year. But, alas, there is more to the
story. Sales revenues, the engine of any business, were anemic this year. We
reported revenues 1.4% higher than 2002, but adjusted for currency effects,
constant dollar revenues were down 4.7%. Revenues three years ago were $140
million higher than this year. The revenue story is complex. Firstly, some
portion of the responsibility for lack of top line growth can be attributed to
poor execution on our part. We have repeatedly said we were carrying more
commercial infrastructure than was necessary in an attempt to take advantage of
competitors who were cutting back. However, we just haven't yet seen any
significant benefit from this investment. There is some hope we will finally
see more share gain in 2004. If not, we won't make this excuse again next year,
we will take action to reduce this investment. We also know we have to execute
in the innovation arena. Our R&D has been emphasized, we have new leadership in
several areas, but we are not satisfied we are getting the "bang for the buck"
we expect. There are some valid reasons our revenues are not as robust as we
would like. We are experiencing headwinds in several of our markets. In
Europe, the economies are experiencing slowness. This effects our Printing
business and our Industrial Products product lines there. We changed the
distribution model in our printing blankets business in the USA. We sacrificed
unprofitable sales as we switched to a direct sales model which meant fewer, but
more profitable sales. We also exited several small unprofitable product lines.
The front cover of this report signifies the beginning of a new chapter for
MacDermid. We are opening a new executive headquarters in Denver, Colorado, led
by Stephen Largan, our newly appointed Executive Vice President and head of
worldwide operations. We have determined it is time to balance the
entrepreneurial independence of our operating managers with an execution bias.
Stephen will be tackling three processes corporate-wide; the people process, the
strategy process, and the operations process, with special emphasis on our
innovation capability and performance. Very importantly, Stephen and I will be
working together to integrate these processes.
- - With the people process we will be spending more time identifying and
--------------
developing our leaders of the future. We have come to the conclusion that
hiring at the most senior levels is simply too risky. However, we have many
examples of young people joining the Clan and growing into senior management
positions. We have also had notable success hiring mid-career leaders and
promoting them, Stephen being the best example. We must have a formal process
that doesn't depend on the cream rising to the top on its own.
- - The strategy process. We know we have an unusual culture and operating
----------------
style. We own a collection of tough businesses. The fact that we derive far
higher value than others in these businesses is a strategic asset. In our
industries, $80 million in free cash flow on $600 million in revenues is unheard
of. The million dollar question is, "What do we do with this asset?" I view
this as a two part advantage. The first part is the compounded effect of the
higher cash flow we generate. The second part is the operating system that
allows us to generate this cash. On the first point, a year ago our
alternatives were more straightforward. Our market cap at the beginning of 2003
was about $600 million. At $80 million in free cash flow, that equals a 13%
cash on cash return. Last year it was simply a "no brainer" for us to buy back
our shares. This year, with double the market cap, stock repurchases are less
compelling. Now we have to evaluate alternative uses of our cash. Clearly a
possible alternative use of our cash flow is acquisitions - applying our model
to acquired businesses. The strategy process will ensure that we evaluate
acquisitions that have the highest chances of benefiting from our business
processes. Allocation of resources between the businesses can either further
the competitive advantage of the business, or conversely, if not properly
allocated, can be wasteful. Given our range of alternatives, strategy matters
at MacDermid.
- - The operations process is where all three processes come together. The
------------------
people process will only yield benefits if we focus on it continually and if the
people initiatives become part of the operating system, day to day. Strategy is
long-term by its nature. However the long term and short term need to be
bridged. The operating process is that bridge. It breaks down the strategic
initiatives into a series of shorter term objectives that, taken together, will
better ensure that we execute on the longer term initiatives.
A comment on Executive compensation. There has been a lot of dialogue recently
about the abuses at some companies caused in part by executives having the wrong
incentives. In the 1970's when this issue last surfaced publicly, the
overwhelming answer was to align the interests of executives and shareholders
via stock options. Now we are hearing, "No, we were wrong, options don't align
these interests, so we are going to change to another form of long term
compensation." I strongly disagree. I believe options plans, properly
designed, do work well. The catch is 'properly designed'. Traditional option
plans, with a right to acquire shares years in the future at today's price, can
miss the mark in aligning executives' interests with those of the shareholders.
It doesn't take a genius to make money if all one has to do is wait for the
effect of 10 years of compounding.
Here's an example. Say you were issued 200,000 options at $20.00 per share, and
inflation over the following ten years was 3% on average. Assume your stock
price appreciated on average 2% a year. At the end of ten years the share price
at 2% average annual increase per year would be $24.37. However, shareholders
would experience a loss of about $2.50 a share in real dollars because the stock
price 'growth' did not keep pace with inflation. This is not so great for the
shareholder. How about the executive? His options would be worth $874,000.
Even worse, let's say there was an anomaly in the seventh year where the company
announced earnings were going to be much better than expected. Mr. Market all
of the sudden bids the stock price up to $30. Since standard options can
typically be exercised at any time with no holding requirements, the executive
sells all 200,000 shares and walks away with a cool $2 million profit. The only
problem is, the company announces a shortfall in earnings the following year and
the stock price goes to $15. See why the incentives can be misaligned?
Now, the same smart people who brought you standard options are touting the
benefits of restricted shares, better referred to in my view as payments for
showing up, or payments for breathing. Restricted shares are grants of actual
shares with a typically short holding period (two to four years). In the
example above, the executive still wins while the shareholder loses. There is
no risk for the executive, he only gets more or less wealthy. Restricted shares
can have a place in executive compensation in conjunction with, or to balance, a
more risk associated feature, or to buy out an executive from vested benefits as
part of a hiring package.
How is MacDermid different? I believe we are unique in two ways. First your
CEO's cash compensation is based entirely on the profits of the company
(generally adjusted for non-cash gains or charges). Secondly, with our plan,
it's hard to imagine a scenario where our shareholders lose while our executives
gain. MacDermid's option plan is different than any other we are aware of. It
is indexed against the S&P specialty chemical index. In the example above, the
relatively poor performance of the option stock would more than likely not beat
the index, as an industry would be expected to at least perform with inflation
over time. That being the case, our options would be valueless. In addition,
if there were an anomaly such as the stock price spike described in the previous
example, our executives are restricted from cashing out and walking away. Our
policy requires us to hold 75% of the net proceeds of any option grant until we
retire. There is no opportunity to cash out on a major scale when the stock is
at a high point. Lastly, our plan has a performance feature. We grant a
notional number of shares that are subject to a multiplier or a discount
according to pre-set measures. In the previous example, it's hard to imagine
the underlying earnings and cash flow growing more than say 5% compounded. In
our plan, this is far below our expectations and would result in a 50% discount
in the number of notional shares, so the 200,000 grant would be cut in half.
There are two reasons we have a stock retention policy. One is to prevent
incenting executives to do anything for short term gain. The second is to
promote concentration of ownership of MacDermid shares by our executives. In an
ideal world, I would like to see our executives have the vast majority of their
net worth invested in MacDermid shares. I can tell you from personal
experience, it makes a difference. I believe it also helps promote
entrepreneurial behavior. For an executive to have all his or her eggs in one
basket makes a difference in the amount of attention they pay to that basket.
It can also impact risk tolerance when they have a big downside. Options are
not the same as stock ownership. They don't carry downside, so there is a real
incentive to "swing for the fence." Prudent risk taking is part of any
long-term success story. We believe concentrated ownership helps ensure
prudence.
A comment on the "weighing" vs. "voting" philosophy. In last year's annual
report, we commented on how, over time, the present value of the cash flows of a
business will be realized in the value of a stock. Mr. Warren Buffett often
refers to weighing as intrinsic value. Voting is the price the imaginary
investor, Mr. Market, places on a stock at any point in time, depending on his
mood. If he is depressed, he will be obsessed with everything that can go wrong
and price the stock very conservatively, often overly so. On the other hand, if
he is in a very good mood, he will focus on all the upside opportunities,
thereby pricing the stock very aggressively, perhaps overly so, as in the case
of the dot coms. When I wrote about this last year, our stock price was around
$21. As I write this letter, our stock price is $38. Need I say more? I
probably should. OK, our stock price went up 80% in the last year. Did our
intrinsic value increase by 80%? Of course not. The question of the day is,
was Mr. Market overly depressed last year and therefore discounted our stock
against our "real intrinsic value"? Or, is he euphoric at $38, or somewhere in
between? $38 a share could be considered a very fair price in a "weighing
environment" but it would have to assume a lot more things going right than at
$21. A real critical point is, as a long-term shareholder, should I spend a lot
of time worrying about this issue? We believe not. If weighing will ultimately
establish the long term value, we only need to understand the long-term
prospects of our business. I believe we can execute our new direction. If we
do we will generate a lot of value. There is risk, however, that we will fall
short. That question is your challenge as an investor.
The question of the year revisited. Last year we asked, "Is MacDermid a one
trick pony?" That is, we can generate cash, but can we grow? We certainly
didn't show any new tricks in 2003. I believe the new processes and the
addition of Stephen Largan to the corporate team will prove very important. It
may take two years to really see the result. We will report to you frequently
and openly as to our progress.
There are two very important documents at the front of this report. The first is
our MacDermid Philosophy, written by our "Clan Members" more than 40 years ago,
to describe how we intend to act as colleagues to each other, and externally.
This is the MacDermid 'bill of rights' which we strive to follow. We do better
some days than others, never losing sight of the ideal state. The MacDermid
Shareholder Principles, modeled after Berkshire Hathaway's Owner Related
Principles, with permission, lay out how we intend to manage the company and
interact with you as shareholders. Frankly, this is an easier standard to
achieve than the Philosophy. All we have to do is act as if we were partners
with you in a private business and ask the question, "How would we want you to
act if the roles were reversed?", and act accordingly. There are more than
2,500 Clan members who make these documents come alive every day. I know I
speak for our shareholders in thanking them for the continued dedication to
these principles. On behalf of the Clan, thank you for your confidence. We
don't take it lightly.
/s/ Daniel H. Leever
Daniel H. Leever
Chairman of the Board and Chief Executive Officer
MANAGEMENT'S DISCUSSION & ANALYSIS OF FINANCIAL CONDITION
& RESULTS OF OPERATIONS
(In thousands, except share and per share amounts)
CONSOLIDATED OVERVIEW
MacDermid, Incorporated (the Corporation), through a series of merger,
acquisitions and business unit restructurings had reshaped its outward
appearance and business segment structure in the years leading up to the year
ended December 31, 2003. In 2001, the Corporation changed its fiscal year end
from March 31 to December 31. Accordingly, the transition period ended December
31, 2001, consisted of only nine months and is referred to as transition year
2001. On December 9, 2003, the Corporation divested its 60% interest in Eurocir
S.A., a printed circuit board manufacturer located in Europe, which in effect
ended its electronics manufacturing operations. Accordingly, the sale was
accounted for as a discontinued operation. As such, presentation of MacDermid
Incorporated's consolidated statements of earnings and cash flows have been
restated to reflect continuing operations, with a separate presentation of
results from discontinued operations as required. The Corporation's primary
objective continues to be a focus on maximum cash flow generation. The Advanced
Surface Finishing and Printing Solutions business segments are dedicated to
working capital reduction and other efforts to generate outstanding cash flows
during a period of economic uncertainty in their primary markets. Due to these
efforts, the Corporation has become essentially free of debt, with the exception
of its 9 1/8% Senior Subordinated Notes (Bond Offering) for the face amount of
$301,500, with semiannual interest payments due on January 15th and July 15th,
that mature in 2011. Cash flows from operating activities provided by
continuing operations were $93,906 in 2003 as compared to an all-time high of
$117,312 in 2002 and $86,453 in transition year 2001. On May 7, 2003, the
Corporation executed a purchase and sale agreement with Citicorp Venture Capital
Ltd (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. Net earnings for 2003, in addition to amounts
separately identified for discontinued operations (see Note 1(s) to the
Consolidated Financial Statements), included a gain of $1,014 (net of taxes) for
the cumulative effect of accounting change as a result of the execution of this
arrangement with CVC.
Net sales for 2003 were $619,886, which was $8,396 or 1% more than net
sales of $611,490 for 2002. Proprietary sales represented roughly 94% of net
sales for both 2003 and 2002. Proprietary sales for 2003 increased $6,975 or 1%
over 2002. There was an approximate 6% positive effect on translated sales
resulting from foreign currencies, primarily the Euro, strengthening against the
US dollar during the year. As a result, proprietary sales for 2003, on a
comparable basis excluding the effect of foreign currency, would have been 5%
less than 2002.
Cost of sales was $329,271 for 2003 as compared to $337,012 for 2002. This
resulted in a gross profit percentage of 46.9% for 2003 as compared to 44.9% for
2002. The gross profit improvement was achieved, in large part, from plant
closings and cost reduction efforts primarily associated with restructuring
activities in the years leading up to 2003. Selling, technical and
administrative (ST&A) expenses in 2003 were $188,164 as compared to $183,141 in
2002. This 3% increase results from the effect of translation from foreign
currencies. Excluding this effect, ST&A would have been 1% less than 2002.
Stock compensation expense of $4,219 for 2003 and $4,028 for 2002 is included in
ST&A, as a result of applying the fair value expense method of accounting under
Statement of Financial Accounting Standards No. 123, Accounting for Stock Based
Compensation (SFAS123), in order to more meaningfully reflect the expense of the
Corporation's stock options in the periods impacted by these instruments.
Amortization expense was $3,301 in 2003 as compared to $6,222 in 2002. The
Corporation has applied Statement of Financial Accounting Standards No. 142,
Goodwill and Other Intangible Assets (SFAS142) since April 1, 2001. Statement
of Financial Accounting Standards No. 144, Accounting for the Impairment or
Disposal of Long-Lived Assets (SFAS144) was adopted January 1, 2002. There was
a charge of $982 in 2002 for goodwill impairment resulting from the application
of SFAS142. Operating profit was $99,150 for 2003, representing a $15,017, or
18% improvement as compared to $84,133 for 2002. Net interest expense of
$30,178 in 2003 was 11% less than 2002.
As a result, 2003 earnings from continuing operations were $49,820 or a
diluted $1.59 per share as compared to 2002 earnings from continuing operations
of $31,477 or a diluted $0.98 per share. Discontinued operations, in 2003
consisted of earnings, net of tax of $5,592 (primarily $5,630 pre-tax gain on
disposal) verses loss, net of tax of $22,128 (primarily $34,389 pre-tax charge
for asset impairment), in 2002. Also, net earnings in 2003 includes a cumulative
effect of accounting change of $1,014, net of tax. The resulting net earnings
for 2003 was $56,426 or a diluted $1.80 per share as compared to $9,349 or a
diluted $0.29 per share. The reported net earnings for 2003 was favorably
impacted by $0.10 per share due to a positive effect from foreign currency
translation.
DISCONTINUED OPERATIONS AND RESTRUCTURING
Discontinued Operations:
On December 9, 2003, the Corporation sold its 60% interest in Eurocir S.A.
(Eurocir) to the 40% stakeholders of Eurocir for $5,000. The sales price
consisted of $3,000 of consideration received upon closing and $2,000 of
interest bearing notes, reflected in other long term assets at December 31,
2003, which are due within six years.
The Eurocir operations represented substantially all of the remaining
electronics manufacturing segment and as such the sale was accounted for as
discontinued operations in accordance with SFAS144. The operating results and
cash flows from operations of the electronics manufacturing segment have
therefore been segregated from continuing operations on the Corporation's
consolidated statements of earnings and consolidated statements of cash flows
for all periods presented.
The following table presents the amounts segregated from the consolidated
statements of earnings and reflected as earnings (loss) from discontinued
operations:
Year Ended Nine Months Ended
December 31, December 31, December 31,
2003 2002 2001
-------------- -------------- -------------------
Net sales . . . . . . . . . . . . . $ 78,747 $ 80,485 $ 63,302
Loss before income taxes and
minority interest . . . . . . . . . $ (940) $ (33,674) $ (17,714)
Income tax (expense) benefit. . . . (12) 11,666 6,200
Minority interest --- (120) (110)
-------------- -------------- -------------------
Loss from discontinued operations
before gain on sale . . . . . . . . (952) (22,128) (11,624)
Gain on sale of discontinued
operations, net of tax 6,544 --- ---
-------------- -------------- -------------------
Discontinued operations, net of tax $ 5,592 $ (22,128) $ (11,624)
============== ============== ===================
Included in discontinued operations for the year ended December 31, 2003,
was a pre-tax gain on disposal of discontinued operations of $5,630 with a tax
benefit of $914 resulting in an after-tax gain of $6,544, recorded in the fourth
quarter. Included in discontinued operations for the year ended December 31,
2002 were pre-tax charges of $27,389 for a goodwill impairment and $7,000 for
other asset impairment recognized pursuant to the provisions of SFAS142 and
SFAS144, respectively. Included in discontinued operations for the nine month
year ended December 31, 2001, was a pre-tax charge of $11,598 for restructuring,
including severance and asset write-offs.
Restructuring:
In the last quarter of transition year 2001, the Corporation announced the
closure of certain of its Printing Solutions and Advanced Surface Finishing
manufacturing facilities. The activities of the affected locations have been
relocated to other facilities in order to run those operations more cost
effectively. In connection with these actions, restructuring charges of $1,859
for severance related costs and $7,807 for facility closing costs, disposal
services and asset write-offs were recorded during the transition year ended
December 31, 2001. Total cash payments of $3,023 and other charges of $6,643
have been made for these activities. In addition, an $11,598 charge, consisting
of a cash charge of $709 for severance related costs and other charges of
$10,889 for asset write-offs was taken under discontinued operations. At
December 31, 2003 and 2002, these restructuring actions have been completed and
no amounts remain in the consolidated balance sheet.
CONSOLIDATED STATEMENTS OF EARNINGS
(unaudited)
Year Ended Year Ended Twelve Months
Ended
December 31, December 31, December 31,
-------------- -------------- ---------------
2003 2002 2001
-------------- -------------- ---------------
Net sales . . . . . . . . . . . . . . . . . . . . . $ 619,886 $ 611,490 $ 657,202
Cost of sales . . . . . . . . . . . . . . . . . . . 329,271 337,012 371,779
-------------- -------------- ---------------
Gross profit . . . . . . . . . . . . . . . . . . 290,615 274,478 285,423
Operating expenses:
Selling, technical and administrative. . . . . . 188,164 183,141 190,516
Amortization . . . . . . . . . . . . . . . . . . 3,301 6,222 10,577
Impairment charges --- 982 52,876
Restructuring charges --- --- 9,666
-------------- -------------- ---------------
191,465 190,345 263,635
-------------- -------------- ---------------
Operating profit. . . . . . . . . . . . . . . 99,150 84,133 21,788
Other income (expense):
Interest income. . . . . . . . . . . . . . . . . 873 575 1,086
Interest expense . . . . . . . . . . . . . . . . (31,051) (34,458) (33,525)
Miscellaneous income 4,314 616 ---
Miscellaneous expense. . . . . . . . . . . . . . -- (3,267) (1,878)
-------------- -------------- ---------------
(25,864) (36,534) (34,317)
-------------- -------------- ---------------
Earnings (loss) from continuing operations before
income taxes and cumulative effect of accounting
change. . . . . . . . . . . . . . . . . . . . . . . 73,286 47,599 (12,529)
Income tax (expense) benefit. . . . . . . . . . . . (23,466) (16,122) 4,385
-------------- -------------- ---------------
Earnings (loss) from continuing operations before
cumulative effect of accounting change. . . . . . . 49,820 31,477 (8,144)
-------------- -------------- ---------------
Discontinued operations, net of tax . . . . . . . . 5,592 (22,128) (16,156)
Cumulative effect of accounting change, net of tax 1,014 --- ---
-------------- -------------- ---------------
Net earnings (loss). . . . . . . . . . . . . . . $ 56,426 $ 9,349 $ (24,300)
============== ============== ===============
Basic earnings (loss) per common share:
Continuing operations. . . . . . . . . . . . . . $ 1.60 $ 0.98 $ (0.25)
Discontinued operations. . . . . . . . . . . . . 0.18 (0.69) (0.51)
Cumulative effect of accounting change 0.03 --- ---
-------------- -------------- ---------------
Net earnings (loss) per common share. . . . . $ 1.81 $ 0.29 $ (0.76)
============== ============== ===============
Basic earnings (loss) per common share:
Continuing operations. . . . . . . . . . . . . . $ 1.59 $ 0.98 $ (0.25)
Discontinued operations. . . . . . . . . . . . . 0.18 (0.69) (0.51)
Cumulative effect of accounting change 0.03 --- ---
-------------- -------------- ---------------
Net earnings (loss) per common share. . . . . $ 1.80 $ 0.29 $ (0.76)
============== ============== ===============
Weighted average number of common shares
outstanding:
Basic. . . . . . . . . . . . . . . . . . . . . . 31,241,288 32,220,066 31,719,065
============== ============== ===============
Diluted. . . . . . . . . . . . . . . . . . . . . 31,430,398 32,475,155 32,386,989
============== ============== ===============
Year Ended December 31, 2003 vs. Year Ended December 31, 2002
Sales, Costs and Expenses:
Printing Solutions:
Net sales of $271,755 decreased 4% in 2003 for Printing Solutions.
Proprietary products represent approximately 99% of the Printing Solutions
segment, in both periods. Net proprietary sales of $268,653 also decreased 4%
from net proprietary sales of $279,660 in 2002. Foreign currency translation
had the effect of increasing sales approximately $13,982 or 5%. Net proprietary
sales would have decreased approximately 9% from the previous year without the
positive effect from foreign currency rates of exchange. The decrease was due
to the elimination of certain unprofitable product lines, changing sales
practices for printing blankets product lines in the United States and weak
demand for printing plates used in publication markets.
Costs as a percentage of sales decreased slightly in 2003 from 2002,
primarily from plant closings and cost reduction efforts associated with
restructuring activities in the years leading up to 2003. As a result, gross
profit percentage was 42.7% in 2003 as compared to 41.7% in 2002. ST&A expenses
were $67,180 for 2003 as compared to $69,215 for 2002. This 3% decrease would
have been a 7% decrease without the effect of foreign currency rates of
exchange.
ST&A as a percentage of sales for 2003 was 24.7% as compared to 24.5%
for 2002. Research and development expenses of $10,274 decreased 2% from $10,491
in 2002. Total amortization expense was $558 for 2003 as compared to $600 for
2002. The resulting operating profit (after amortization) was $48,292 for 2003,
flat with $48,244 for 2002.
Advanced Surface Finishing:
Net sales of $348,131 increased 6% in 2003 for Advanced Surface Finishing.
Proprietary sales represent approximately 90% of total sales in both periods.
Net proprietary sales of $313,889 also increased 6% from net proprietary sales
of $295,906 in 2002. Foreign currency translation had the effect of increasing
sales approximately $19,774, or 7%. Net proprietary sales would have decreased
approximately 1% from the previous year without the positive effect from foreign
currency rates of exchange. The decrease resulted primarily from a weakness in
worldwide industrial production.
Costs as a percentage of sales decreased for 2003 from 2002, in part from
plant closings and cost reduction efforts associated with restructuring
activities in the years leading up to 2003, as well as a shift in product mix to
technologies that are more efficient and carry more favorable margins. As a
result, gross profit percentage was 50.1% in 2003 as compared to 47.6% in 2002.
ST&A expenses were $120,983 for 2003 as compared to $114,908 for 2002.
This 5% increase would have been a 3% decrease without the effect of foreign
currency rates of exchange. ST&A as a percentage of sales for 2003 was 34.8%, as
compared to 35.0% for 2002. Research and development expenses of $9,595 in 2003
increased 11% from $8,613 in 2002. Total amortization expense was $2,743 for
2003 as compared to $5,622 for 2002. 2002 includes goodwill impairment costs of
$982. The resulting operating profit (after amortization) was $50,858 for 2003
and $35,890 for 2002, a 42% increase over last year.
Income Taxes: The overall effective income tax rate attributable to continuing
operations decreased to 32% in 2003 from 33.9% in 2002. The rate decrease was
primarily a result of utilization of foreign tax credits and a change in
earnings mix from higher to lower taxed jurisdictions.
Net Earnings: In 2003, proprietary sales increased 1% and gross profit increased
6%, as gross profit percentage improved to 46.9% from 44.9%, in 2002. Operating
expenses increased 1% while net interest expense of $30,178 for 2003 was 11%
less than net interest expense of $33,883 for 2002. As a result, earnings from
continuing operations of $49,820 or a diluted $1.59 per share for 2003, was 58%
more than earnings from continuing operations of $31,477 or a diluted $0.98 per
share for 2002. Discontinued operations, net of tax consisted of earnings of
$5,592 for 2003 as compared to a loss of $22,128 for 2002. A cumulative effect
of accounting change, net of tax in 2003 amounted to $1,014. For 2003, net
earnings of $56,426 or a diluted $1.80 per share compares to net earnings of
$9,349 or a diluted $0.29 per share, for 2002. Foreign currency translation
resulted in increased reported earnings of a diluted $0.10 per share for 2003.
Year Ended December 31, 2002 vs. Twelve Months Ended December 31, 2001
(unaudited)
Sales, Costs and Expenses:
Printing Solutions:
Net sales of $282,896 decreased 5% in fiscal 2002 for Printing Solutions
due to weaker market conditions worldwide in printing and publication markets.
Proprietary products represent approximately 99% of the net sales for the
Printing Solutions segment, in both periods. Net proprietary sales of $279,660
decreased 5% from net proprietary sales of $293,105 for the same period in 2001.
Foreign currency translation had the effect of increasing sales approximately
1%.
Costs as a percentage of sales decreased slightly in fiscal 2002 from the
same period in 2001. As a result, gross profit percentage was 41.7% in fiscal
2002 as compared to 40.1% for the same period in 2001. This was primarily a
result of a full year of cost savings from a plant closing during 2001.
ST&A expenses were $69,215 for fiscal 2002 as compared to $75,288 for the
same period in 2001. ST&A as a percentage of sales, 24.5% for fiscal 2002
compares to 25.4% for the same period in 2001. This decrease was largely a
result of management's focus on savings from selling and office support
synergies. Research and development expenses of $10,491 in fiscal 2002 compares
to $12,873 for the same period in 2001. Total amortization expense was $600 for
fiscal 2002 and $1,898 for the same period in 2001. The decrease is due to the
discontinuation of goodwill amortization. The twelve month period in 2001
includes impairment and restructuring costs of $32,188. The resulting operating
profit (after amortization and impairment and restructuring costs) was $48,244
for fiscal 2002 and $9,587 for the same period in 2001.
Advanced Surface Finishing:
Net sales of $328,594 decreased 10% in fiscal 2002 for Advanced Surface
Finishing. Proprietary products represent approximately 90% of the net sales
for the Advanced Surface Finishing segment, in both periods. Net proprietary
sales of $295,906 decreased 7% from net proprietary sales of $318,708 for the
same period in 2001. Sales were soft to the electronics markets as customer
volumes have decreased. Foreign currency translation had the effect of
increasing sales approximately 2%.
Costs as a percentage of sales decreased slightly in fiscal 2002 from the
same period in 2001. As a result, gross profit percentage was 47.6% in fiscal
2002 compared to 46.6% for the same period in 2001. The most significant factors
were a product mix that continues to shift towards newer technologies and a full
year of cost savings from a plant closing during 2001.
ST&A expenses were $114,908 for fiscal 2002 as compared to $115,403 for the
same period in 2001. ST&A as a percentage of sales, 35.0% for fiscal 2002
compares to 32.1% for the same period in 2001. This increase was principally due
to certain sales support costs that are fixed in nature and higher insurance
costs. Research and development expenses of $8,613 in fiscal 2002 compares to
$8,242 for the same period in 2001. Total amortization expense was $5,622 for
fiscal 2002 and $8,679 for the same period in 2001. The decrease is due to the
discontinuation of goodwill amortization. Fiscal 2002 includes impairment costs
of $982 and the same period in 2001 includes impairment and restructuring costs
of $31,209. The resulting operating profit (after amortization and impairment
and restructuring costs) was $35,890 for fiscal 2002 and $12,201 for the same
period in 2001.
Income Taxes: The overall effective income tax rate attributable to continuing
operations decreased to 33.9% in fiscal 2002 from 35% for the same period in
2001. The reduction in the income tax rate is primarily attributable to a
change in the earnings mix from higher to lower tax jurisdictions and the
implementation of domestic tax minimization strategies.
Net Earnings: The Corporation reduced its bank debt by over $80,000 during
fiscal 2002, however, average borrowings outstanding during the periods was at a
higher overall interest rate as a result of the bond offering. This resulted in
net interest expense of $33,883 for fiscal 2002 as compared to $32,439 for the
same period in 2001. Earnings from continuing operations were $31,477 in 2002
as compared to a loss of $8,144 in the same period for 2001, primarily due to
restructuring and impairment charges. Discontinued operations, net of tax were
a loss of $22,128 and $16,156 for 2002 and the same period in 2001,
respectively. As a result, net earnings of $9,349 or a diluted $0.29 per share
for 2002, compares to a net loss of $24,300 or $0.76 per share for the same
period in 2001. Foreign currency translation resulted in increased reported
earnings of a diluted $0.01 per share for fiscal 2002.
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 judgement 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
market. Management regularly reviews obsolescence to determine that inventories
are appropriately reserved. In making any determination, historical write-offs,
customer demand, product evolution, 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 life of the asset
are capitalized. Costs and accumulated depreciation and amortization on assets
fully depreciated, 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 management's evaluation. 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 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 liability 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 affect current
year and future year pension expense and the projected benefit obligation. The
plan discount rate assumption was changed to 6.25% in 2003 from 6.75% in 2002
and the rate of compensation increase assumption was changed to 4.5% in 2003
from 5.0% in 2002. The net effect of changing these assumptions resulted in an
increase of approximately $2,950 in the projected benefit obligation and is
expected to keep pension expense flat in 2004. Management estimates that a 50
basis point drop in the discount rate for the valuation at December 31, 2004,
will increase the plan's projected benefit obligation by approximately $4,800
and increase the plan's pension expense by approximately $700. However, these
increases could be offset by other factors such as favorable asset experience or
additional cash contributions to the plan.
NEW ACCOUNTING STANDARDS AND ACCOUNTING CHANGES
The FASB finalized Staff Position No. FAS106-1, Accounting and Disclosure
Requirements Related to the Medicare Prescription Drug, Improvement and
Modernization Act of 2003 (FAS106-1), in January 2004. FAS106-1 permits the
deferral of application of Statement of Financial Accounting Standards No. 106,
Employers' Accounting for Postretirement Benefits Other than Pensions, to the
Medicare Prescription Drug Bill. The FASB plans to address the related issues
by issuing guidance by the end of March 2004. The Corporation has deferred
application of FAS106-1 until the issuance of final guidance by the FASB.
In December 2003, the FASB issued Statement of Financial Accounting
Standards No. 132 {revised}, Employers' Disclosures about Pensions and Other
Postretirement Benefits (SFAS132{revised}). SFAS132{revised} retains recognition
and measurement provisions while retaining and revising the disclosure
requirements contained in the original statement. It also requires additional
disclosures about the assets, obligations, cash flows and net periodic benefit
cost of defined benefit pension plans and other postretirement benefit plans.
The Corporation's disclosures incorporate the requirements of SFAS132{revised}.
The Corporation adopted Statement of Financial Accounting Standards No.
143, Accounting for Asset Retirement Obligations (SFAS143) which addresses
financial accounting and reporting for obligations associated with the
retirement of tangible long-lived assets and the associated asset retirement
costs, effective January 1, 2003. SFAS143 requires recognition of asset
retirement obligations as a liability with a corresponding asset that is
depreciated over the life of the asset. The adoption of SFAS143 did not have an
effect on the Corporation's consolidated financial statements.
Effective January 1, 2003, the Corporation adopted Statement of Financial
Accounting Standards No. 145, Rescission of FASB Statements No. 4, 44 and 64,
Amendment of FASB Statement No. 13, and Technical Corrections (SFAS145).
SFAS145, among other things, rescinds SFAS No. 4, which required all gains and
losses from the extinguishment of debt to be classified as an extraordinary item
and amends SFAS No. 13 to require that certain lease modifications that have
economic effects similar to sale-leaseback transactions be accounted for in the
same manner as sale-leaseback transactions. The adoption of SFAS145 did not
have an effect on the Corporation's consolidated financial statements.
Also effective January 1, 2003, the Corporation adopted Statement of
Financial Accounting Standards No. 146, Accounting for Costs Associated with
Exit or Disposal Activities (SFAS146) which requires companies to recognize
costs associated with exit or disposal activities when a liability is incurred
rather than at the date of a commitment to an exit or disposal plan. The
provisions of SFAS146 are effective for exit or disposal activities that are
initiated after December 31, 2002. The adoption of SFAS146 did not have an
effect on the Corporation's consolidated financial statements.
Effective July 1, 2003, the Corporation adopted Statement of Financial
Accounting Standards No. 149, Amendment of Statement 133 on Derivative
Instruments and Hedging Activities (SFAS149) which 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 did not have an impact on the
Corporation's consolidated financial statements.
Also effective July 1, 2003, the Corporation adopted Statement of
Financial Accounting Standards No. 150, Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and Equity (SFAS150).
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. Due to an existing purchase and
sale agreement with Citicorp Venture Capital Ltd (CVC), SFAS150 had an impact on
the Corporation's consolidated statements of earnings. There was a gain of
$1,014, net of tax, 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 basis of treasury shares purchased under
the agreement.
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. The adoption of EITF 00-21,
effective July 1, 2003, did not have an impact on the Corporation's consolidated
financial statements.
The FASB issued in January 2003 and revised in December 2003,
Interpretation No. 46 (FIN46) Consolidation of Variable Interest Entities, an
Interpretation of Accounting Research Bulletin No. 51 which 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. FIN46 is effective for all new variable interest entities created
or acquired after January 31, 2003 and certain types of entities after March 31,
2004. The adoption of FIN46, effective February 1, 2003, did not have an impact
on the Corporation's consolidated financial statements.
LIQUIDITY AND CAPITAL RESOURCES
The principal sources and uses of cash in the years ended December 31, 2003
and 2002 and the nine-month period ended December 31, 2001 were as follows:
Nine Months
Year Ended Ended
December 31, December 31, December 31,
2003 2002 2001
------------- ------------- --------------
Cash provided by operations. $ 90,771 $ 126,193 $ 83,565
Proceeds from disposition of
fixed assets and businesses. 6,823 2,890 2,431
Exercise of stock options 812 360 ---
------------- ------------- --------------
$ 98,406 $ 129,443 $ 85,996
Cash used for:
Capital expenditures . . . . 12,527 7,277 6,934
Purchase of treasury shares. 51,753 822 635
Dividend payments. . . . . . 3,108 2,581 1,929
Bond financing fees --- --- 8,837
Net decrease in borrowings . 3,277 104,021 62,577
------------- ------------- --------------
$ 70,665 $ 114,701 $ 80,912
Effect of exchange rates . . $ 1,534 $ 210 ($563)
------------- ------------- --------------
Net increase in cash . . . . $ 29,275 $ 14,952 $ 4,521
============= ============= ==============
Cash flows from operations are used to fund working capital requirements of
the Corporation, capital expenditures, repayment of debt and dividend payments
to shareholders ($0.10 per common share for 2003). The Corporation has paid
cash dividends continuously since 1948. During the year ended December 31,
2003, cash flows provided by operations of $90,771 were 28% less than the record
cash flows provided by operations of $126,193 for the year ended December 31,
2002. Cash flows from operations consisted of earnings from continuing
operations of $50,834 plus non-cash charges for depreciation and amortization of
$19,094, stock compensation of $4,219, bad debt provision of $2,606 and other
changes in working capital of $17,153. While significant cash flows were
generated in 2002 due to proactive working capital reduction measures during a
period of sales decline, the high level of cash flows generated by these
measures did not repeat this year. Receivables and inventories were reduced,
but at a much lesser rate as a result of a slight increase in sales activities
towards the later half of 2003.
Capital spending is managed on a worldwide basis for new and upgraded
technical equipment and facilities. Capital spending during the year ended
December 31, 2003 was $12,527 (less $1,823 dispositions is $10,704 net) compared
to $7,277 (less $2,890 dispositions is $4,387 net) for the year ended December
31, 2002. The Corporation has embarked on plant expansion in China,
contributing significantly to planned new capital projects totaling
approximately $15,000 for 2004. There were no acquisitions in 2003, 2002, or
transition year 2001, however, new opportunities for business acquisitions,
which become available from time to time, are evaluated individually as they
arise based upon the Corporation's criteria for technological improvement and
innovation, potential for earnings growth and compatibility with the existing
distribution channels. Management intends to pursue those opportunities that
have a strong potential to enhance shareholder value.
MacDermid continues to generate significant cash flows in excess of
working capital and long-term capital spending requirements. Occasionally, the
Corporation utilizes additional outside sources to fund overall needs, including
major capital projects for new, or upgraded research and technical,
manufacturing and administrative facilities, as well as for business
acquisitions. In certain years, the Corporation has embarked on programs that
have required significant amounts of funds in excess of those available from
cash flows from operations. However, more recently, the Corporation has embarked
on a net repayment of debt amounting to $3,277 in 2003 and $104,021 in 2002.
The Board of Directors has, from time to time, authorized the purchase of
issued and outstanding shares of the Corporation's common stock. Pursuant to
these authorizations, MacDermid acquired 2,201,720 shares during 2003 and 39,799
shares during 2002 in privately negotiated purchases. Future repurchases under
these authorizations 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. 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.
Additional shares acquired pursuant to board authorization will be held in the
Corporation's treasury. Treasury shares may be used for transfer or sale to
employee benefit plans, business acquisitions, distribution of stock dividends
or for other corporate purposes. At December 31, 2003, the outstanding
authorization to purchase up to 798,280 shares would cost approximately $27,333,
if exercised at the NYSE closing price of $34.24 on that date.
MacDermid's financial position remains strong. The Corporation issued
9 1/8% Senior Subordinated Notes (bond debt obligation) 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. Other than the Corporation's bond debt
obligation, there are no long-range commitments which would have a significant
impact upon its results of operations, financial condition or liquidity. The
Corporation had domestic and foreign short-term uncommitted credit lines with
banks approximating $36,000 ($940 outstanding at December 31, 2003) in addition
to a $50,000 committed revolving credit facility (no borrowings outstanding at
December 31, 2003). Management believes that additional borrowing could be
obtained if needed. The Corporation does not have any material off-balance sheet
arrangements other than operating leases discussed in the notes to consolidated
financial statements.
Future estimated contractual cash commitments for the years subsequent to
December 31, 2003 are summarized in the following table:
- ---------------------------------- ---------- ---------- ---------------- --------
Obligation . . . . . . . . . . . . Next Year 2-4 Years 5 Years or More Total
- ---------------------------------- ---------- ---------- ---------------- --------
Long-term debt . . . . . . . . . . $ 244 $ 121 $ 300,265 $300,630
Semi-annual bond interest. . . . . 27,000 81,000 108,000 216,000
Capital leases . . . . . . . . . . 314 577 240 1,131
Operating leases . . . . . . . . . 8,456 8,020 7,300 23,776
Pension funding requirements . . . 3,136 10,500 3,500 17,136
---------- ---------- ---------------- --------
Total contractual cash commitments $ 39,150 $ 100,218 $ 419,305 $558,673
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
liability 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 is named as a potentially responsible party ("PRP") at two
Superfund sites. There are many other PRPs involved at 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. Issues at a third site were resolved during the quarter ended
September 30, 2003. 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 ("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 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 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 alleged 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. As of June 30, 2003, the Corporation had
paid the full amounts for both of these arrangements. The Corporation has
performed certain environmental audits and other environmentally related actions
and was placed on a two-year probation, which ended November 28, 2003. 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.
CONSOLIDATED STATEMENTS OF EARNINGS
(In thousands, except share and per share amounts)
Nine Months
Year Ended Ended
December 31, December 31, December 31,
-------------- -------------- --------------
2003 2002 2001
-------------- -------------- --------------
Net sales . . . . . . . . . . . . . . . . . $ 619,886 $ 611,490 $ 472,010
Cost of sales . . . . . . . . . . . . . . . 329,271 337,012 268,512
-------------- -------------- --------------
Gross profit . . . . . . . . . . . . . . 290,615 274,478 203,498
Operating expenses:
Selling, technical and administrative. . 188,164 183,141 137,000
Amortization . . . . . . . . . . . . . . 3,301 6,222 6,079
Impairment charges --- 982 51,802
Restructuring charges --- --- 9,666
-------------- -------------- --------------
191,465 190,345 204,547
-------------- -------------- --------------
--------------
Operating profit (loss) . . . . . . . 99,150 84,133 (1,049)
Other income (expense):
Interest income. . . . . . . . . . . . . 873 575 782
Interest expense . . . . . . . . . . . . (31,051) (34,458) (25,095)
Miscellaneous income 4,314 616 ---
Miscellaneous expense --- (3,267) (1,235)
-------------- -------------- --------------
(25,864) (36,534) (25,548)
-------------- -------------- --------------
Earnings (loss) from continuing operations
before income taxes and cumulative effect
of accounting change. . . . . . . . . . . . 73,286 47,599 (26,597)
Income tax (expense) benefit. . . . . . . . (23,466) (16,122) 9,309
-------------- -------------- --------------
Earnings (loss) from continuing operations
before cumulative effect of accounting
change. . . . . . . . . . . . . . . . . . . 49,820 31,477 (17,288)
Discontinued operations, net of tax . . . . 5,592 (22,128) (11,624)
Cumulative effect of accounting change,
net of tax 1,014 --- ---
-------------- -------------- --------------
Net earnings (loss) . . . . . . . . . $ 56,426 $ 9,349 $ (28,912)
============== ============== ==============
Basic earnings (loss) per common share:
Continuing operations. . . . . . . . . . $ 1.60 $ 0.98 $ (0.54)
Discontinued operations. . . . . . . . . 0.18 (0.69) (0.37)
Cumulative effect of accounting change 0.03 --- ---
-------------- -------------- --------------
Net earnings (loss) per share . . . . $ 1.81 $ 0.29 $ (0.91)
============== ============== ==============
Diluted earnings (loss) per common share:
Continuing operations. . . . . . . . . . $ 1.59 $ 0.98 $ (0.54)
Discontinued operations. . . . . . . . . 0.18 (0.69) (0.37)
Cumulative effect of accounting change 0.03 --- ---
-------------- -------------- --------------
Net earnings (loss) per share . . . . $ 1.80 $ 0.29 $ (0.91)
============== ============== ==============
Weighted average number of common
shares outstanding:
Basic. . . . . . . . . . . . . . . . . 31,241,288 32,220,066 31,911,570
============== ============== ==============
Diluted. . . . . . . . . . . . . . . . 31,430,398 32,475,155 32,381,519
============== ============== ==============
<FN>
See accompanying notes to consolidated financial statements.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands)
Nine Months
Year Ended Ended
December 31, December 31, December 31,
-------------- -------------- --------------
2003 2002 2001
-------------- -------------- --------------
Net earnings (loss) . . . . . . . . . . . $ 56,426 $ 9,349 $ (28,912)
Other comprehensive income:
Foreign currency translation . . . . . 18,446 10,977 (3,690)
Minimum pension liability (net of tax) (305) (7,460) 6,716
Hedging activities (net of tax) --- 276 (276)
-------------- -------------- --------------
Comprehensive income (loss) . . . . . . . $ 74,567 $ 13,142 $ (26,162)
============== ============== ==============
<FN>
See accompanying notes to consolidated financial statements.
CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share amounts)
ASSETS
December 31
2003 2002
--------- --------
Current assets:
Cash and equivalents . . . . . . . . . . . . . . $ 61,294 $ 32,019
Accounts receivable, less allowance for doubtful
receivables of $11,908 and $12,743. . . . . . 137,149 142,806
Inventories. . . . . . . . . . . . . . . . . . . 75,775 85,738
Prepaid expenses . . . . . . . . . . . . . . . . 8,137 5,457
Deferred income taxes. . . . . . . . . . . . . . 22,960 22,598
--------- --------
Total current assets . . . . . . . 305,315 288,618
--------- --------
Net property, plant and equipment. . . . . . . . 113,642 132,581
Goodwill . . . . . . . . . . . . . . . . . . . . 194,200 194,200
Patents, trademarks and other intangibles. . . . 30,061 31,825
Deferred income taxes. . . . . . . . . . . . . . 31,759 32,186
Other assets, net. . . . . . . . . . . . . . . . 22,258 28,483
--------- --------
$ 697,235 $707,893
========= ========
<FN>
See accompanying notes to consolidated financial statements.
LIABILITIES & SHAREHOLDERS ' EQUITY
December 31
2003 2002
---------- ---------
Current liabilities:
Notes payable. . . . . . . . . . . . . . . . . $ 940 $ 5,124
Current installments of long-term obligations. 558 6,230
Accounts payable . . . . . . . . . . . . . . . 53,153 63,819
Dividends payable. . . . . . . . . . . . . . . 908 646
Accrued compensation . . . . . . . . . . . . . 11,860 11,560
Accrued interest . . . . . . . . . . . . . . . 12,732 13,043
Accrued expenses, other. . . . . . . . . . . . 42,252 43,214
Income taxes . . . . . . . . . . . . . . . . . 3,220 3,727
---------- ---------
Total current liabilities. . . . 125,623 147,363
---------- ---------
Long-term obligations. . . . . . . . . . . . . 301,203 310,237
Retirement benefits, less current
Portion . . . . . . . . . . . . . . . . . . 20,679 19,688
Other long-term liabilities. . . . . . . . . . 4,486 4,459
Deferred income taxes. . . . . . . . . . . . . 6,232 5,535
---------- ---------
Total liabilities. . . . . . . . 458,223 487,282
---------- ---------
Minority interest --- 2,873
Contingencies
Shareholders' equity:
Common stock. Authorized 75,000,000
shares; issued 46,813,138 shares in 2003 and
46,639,757 shares in 2002 at a stated value of
$1.00 per share . . . . . . . . . . . . . . 46,813 46,640
Additional paid-in capital . . . . . . . . . . 25,884 21,261
Retained earnings. . . . . . . . . . . . . . . 278,705 225,387
Accumulated other comprehensive income:
Foreign currency translation. . . . . . . . 13,074 (5,372)
Additional minimum pension liability. . . . (10,719) (10,414)
Less cost of common shares held in
treasury, 16,548,604 and 14,349,453 in 2003
and 2002, respectively. . . . . . . . . . . . (114,745) (59,764)
---------- ---------
Total shareholders' equity . . . 239,012 217,738
---------- ---------
$ 697,235 $707,893
========== =========
<FN>
See accompanying notes to consolidated financial statements.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
Year Ended Nine Months Ended
December 31, December 31, December 31,
-------------- -------------- -------------------
2003 2002 2001
-------------- -------------- -------------------
Cash flows from operating activities:
Net earnings (loss) . . . . . . . . . . . . . . . $ 56,426 $ 9,349 $ (28,912)
Adjustments to reconcile net earnings (loss) to
earnings (loss) from continuing operations:
Earnings (loss) from discontinued operations, net
of tax. . . . . . . . . . . . . . . . . . . . . . . 5,592 (22,128) (11,624)
-------------- -------------- -------------------
Earnings (loss) from continuing operations,
including cumulative effect of accounting change. . 50,834 31,477 (17,288)
Adjustments to reconcile earnings (loss) from
continuing operations to net cash provided by
operating activities:
Depreciation of fixed assets . . . . . . . . . 15,793 16,361 14,665
Amortization . . . . . . . . . . . . . . . . . 3,301 6,222 6,079
Provision for bad debts. . . . . . . . . . . . 2,606 4,773 5,341
Deferred income taxes. . . . . . . . . . . . . 12,094 7,047 (21,858)
Stock compensation . . . . . . . . . . . . . . 4,219 4,028 664
Impairment charges --- 982 51,802
Changes in assets and liabilities net of effects
from acquisitions and dispositions:
Decrease (increase) in receivables . . . . . . 3,450 23,607 19,665
Decrease (increase) in inventories . . . . . . 8,059 29,313 26,673
Decrease (increase) in prepaid expenses. . . . (2,283) 2,884 (1,726)
Decrease (increase) in equipment at customers. 3,898 1,419 441
Increase (decrease) in accounts payable. . . . (1,200) (599) (14,182)
Increase (decrease) in accrued expense . . . . (427) (3,531) 15,902
Increase (decrease) in income tax liabilities. (8,890) (8,652) 442
Other. . . . . . . . . . . . . . . . . . . . . 2,452 1,981 (167)
-------------- -------------- -------------------
Cash provided by continuing operations. . . . . . . 93,906 117,312 86,453
Cash (used) provided by discontinued operations . . (3,135) 8,881 (2,888)
Net cash flows provided by
-------------- -------------- -------------------
operating activities. . . . . . . . . . 90,771 126,193 83,565
-------------- -------------- -------------------
Cash flows from investing activities:
Capital expenditures. . . . . . . . . . . . . . . (12,527) (7,277) (6,934)
Proceeds from disposition of fixed assets . . . . 1,823 2,890 2,431
Dispositions of businesses 5,000 --- ---
-------------- -------------- -------------------
Net cash flows used in investing
Activities. . . . . . . . . . . . . . . (5,704) (4,387) (4,503)
-------------- -------------- -------------------
Cash flows from financing activities:
Net repayments of short-term borrowings . . . . . (1,480) (18,356) (2,822)
Proceeds from long-term borrowings. . . . . . . . 3,570 82,611 388,346
Repayments of long-term borrowings. . . . . . . . (5,367) (168,276) (448,101)
Bond financing fees --- --- (8,837)
Exercise of stock options 812 360 ---
Acquisition of treasury stock . . . . . . . . . . (51,753) (822) (635)
Dividends paid. . . . . . . . . . . . . . . . . . (3,108) (2,581) (1,929)
-------------- -------------- -------------------
Net cash flows used in
financing activities. . . . . . . . . . (57,326) (107,064) (73,978)
Effect of exchange rate changes on cash
and equivalents . . . . . . . . . . . . . . . . . 1,534 210 (563)
-------------- -------------- -------------------
Net increase in cash and cash equivalents . . . . . 29,275 14,952 4,521
Cash and cash equivalents at beginning of
Year. . . . . . . . . . . . . . . . . . . . . . . 32,019 17,067 12,546
-------------- -------------- -------------------
Cash and cash equivalents at end of year. . . . . . $ 61,294 $ 32,019 $ 17,067
============== ============== ===================
Cash paid for interest. . . . . . . . . . . . . . . $ 31,467 $ 38,663 $ 14,339
============== ============== ===================
Cash paid for income taxes. . . . . . . . . . . . . $ 17,785 $ 9,829 $ 14,102
============== ============== ===================
Non-cash impact of SFAS150 $ 3,228 --- ---
============== ============== ===================
<FN>
See accompanying notes to consolidated financial statements.
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
(In thousands)
Accumulated
Additional Other Total
Common Paid-In Retained Comprehensive Treasury Shareholder's
Stock Capital Earnings Income Stock Equity
------- ------------ ---------- --------------- ---------- ---------------
Balance at March 31, 2001. . . $45,408 $ 16,437 $ 249,460 $ (22,329) $ (58,307) $ 230,669
Stock options --- 664 --- --- --- 664
Exercise of warrants 1,002 (1,002) --- --- --- ---
Net loss --- --- (28,912) --- --- (28,912)
Cash dividends --- --- (1,929) --- --- (1,929)
Tax benefit --- 824 --- --- --- 824
Currency translation --- --- --- (3,690) --- (3,690)
Reduction in minimum
pension liability, net of tax --- --- --- 6,716 --- 6,716
Hedging activities, net of tax --- --- --- (276) --- (276)
Shares acquired --- --- --- --- (635) (635)
Balance at December 31, 2001
------- ------------ ---------- --------------- ---------- ---------------
46,410 16,923 218,619 (19,579) (58,942) 203,431
------- ------------ ---------- --------------- ---------- ---------------
Stock options 180 3,325 --- --- --- 3,505
Stock awards 50 833 --- --- --- 883
Net earnings --- --- 9,349 --- --- 9,349
Cash dividends --- --- (2,581) --- --- (2,581)
Tax benefit --- 180 --- --- --- 180
Currency translation --- --- --- 10,977 --- 10,977
Increase in minimum pension
liability, net of tax --- --- --- (7,460) --- (7,460)
Hedging activities, net of tax --- --- --- 276 --- 276
Shares acquired --- --- --- --- (822) (822)
Balance at December 31, 2002
------- ------------ ---------- --------------- ---------- ---------------
46,640 21,261 225,387 (15,786) (59,764) 217,738
------- ------------ ---------- --------------- ---------- ---------------
Stock options 168 4,748 --- --- --- 4,916
Stock awards 5 109 --- --- --- 114
Net earnings --- --- 56,426 --- --- 56,426
Cash dividends --- --- (3,108) --- --- (3,108)
Tax benefit adjustment --- (234) --- --- --- (234)
Currency translation --- --- --- 18,446 --- 18,446
Increase in minimum pension
liability, net of tax --- --- --- (305) --- (305)
Shares acquired --- --- --- --- (54,981) (54,981)
Balance at December 31, 2003
------- ------------ ---------- --------------- ---------- ---------------
$46,813 $ 25,884 $ 278,705 $ 2,355 $(114,745) $ 239,012
======= ============ ========== =============== ========== ===============
<FN>
See accompanying notes to consolidated financial statements.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) Business Description. MacDermid, Incorporated and its subsidiaries
(collectively, the "Corporation" or "MacDermid") was established in Waterbury,
Connecticut, in 1922. The Corporation develops, produces and markets a broad
line of specialty chemical products that are used worldwide. These products are
supplied to the metal and plastic finishing markets (for automotive and other
applications), the electronics industry (to imprint electrical patterns on
circuit boards), the offshore oil and gas markets (for oil drilling and
exploration) and to the commercial printing and packaging industries (for image
transfer and offset printing applications).
The Board of Directors on May 21, 2001 voted to change the Corporation's
fiscal year to December 31st. This change was effective December 31, 2001.
Accordingly, the Corporation reported a nine month transition year from April 1,
2001 through December 31, 2001, reflecting the Corporation's nine months of
operations, comprehensive income, cash flows and changes in stockholders'
equity.
(b) Principles of Consolidation. The accompanying consolidated financial
statements include the accounts of the parent corporation and all of its
majority-owned domestic and foreign subsidiaries. All significant intercompany
accounts and transactions have been eliminated in consolidation. Certain
amounts in the prior periods of the consolidated financial statements have been
reclassified to conform to the current year presentation.
(c) Use of Estimates. The preparation of the consolidated financial statements
in conformity with accounting principles generally accepted in the United States
of America requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the financial statements and the reported amounts
of revenues and expenses during the reporting period. Actual results could
differ from those estimates.
(d) Cash and Cash Equivalents. For the purpose of the consolidated statements of
cash flows, the Corporation considers all highly liquid debt instruments
purchased with an initial maturity of three months or less to be cash
equivalents.
(e) Concentrations of Credit Risk. 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 43%
of the business is concentrated in the printing industry used for a wide variety
of applications, including offset blankets, printing plates, textile blankets
and rubber based covers for industrial rollers, while 24% of the business is
concentrated with manufacturers of printed circuit boards which are used in a
wide variety of end-use applications, including computers, communications and
control equipment, appliances, automobiles and entertainment products. As is
usual for this business, 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 accounts receivable balances and
historical experience, are adequate.
(f) Inventories. Inventories are stated at the lower of average cost or market.
Management regularly reviews obsolescence to determine that inventories are
appropriately reserved. In making any determination, historical write-offs,
customer demand, product evolution, 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.
(g) Property, Plant and Equipment and Other Long-Lived Assets. Property, plant
and equipment are stated at cost. Depreciation and amortization of property,
plant and equipment are provided over the estimated useful lives of the
respective assets, principally on the straight-line basis. The Corporation
categorizes and depreciates its assets over periods ranging from 3 to 5 years
for computers, software, furniture, fixtures and autos and over periods ranging
from 5 to 30 years for machinery, equipment, buildings 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 life of the asset are capitalized. Costs and
accumulated depreciation and amortization on assets fully depreciated, 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
management's evaluation. The present periods of amortization are 15 years for
patents and range between 5 and 30 years for other separately identified
intangible assets.
Effective January 1, 2002, the Corporation adopted Statement of Financial
Accounting Standards No. 144, Accounting for the Impairment or Disposal of
Long-Lived Assets (SFAS144) which requires the Corporation to assess depreciated
or amortized long-lived asset groups for impairment whenever events or changes
in circumstances indicate their carrying value may not be recoverable. Such
circumstances would include items, such as, a significant decrease in the market
price of a long-lived asset, a significant adverse change in the manner the
asset is being used or in its physical condition or a history of operating or
cash flow losses associated with the use of the asset. The impairment, if any,
is measured by the difference between carrying value and estimated fair value
and charged to expense in the period identified. Estimated fair value is
generally based on a projected discounted cash flow method using a discount rate
determined by management to be commensurate with the risk inherent in the
business underlying the asset in question. Significant management judgment is
involved in estimating these variables and they include inherent uncertainties
since they are frequently forecasting future events. The remaining amortization
periods are periodically evaluated and are revised if considered necessary.
Prior to the adoption of SFAS144, the impairment of long-lived assets was
assessed under the provisions of Statement of Financial Accounting Standards No.
121, Accounting for the Impairment of Long-Lived Assets and Long-Lived Assets to
be Disposed of (SFAS121). Included under discontinued operations for 2002 is a
$7,000 charge to earnings for assets written down under the application of
SFAS144 and for transition year 2001 is an $11,598 charge to earnings for assets
written down under the application of SFAS121. These assets have been removed
from service and management will evaluate future use or potential sale.
(h) Goodwill and Other Intangible Assets. The Corporation adopted Statement of
Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets
(SFAS142), as of April 1, 2001. Pursuant to SFAS142, goodwill and intangible
assets with indeterminable lives will no longer be 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. Included under discontinued
operations for 2002 is a $27,389 charge to earnings for goodwill written off, in
the last quarter of 2002, under the provisions of SFAS142 as a result of the
increasingly deteriorating printed circuit board markets in Europe and North
America. Throughout transition year 2001 digital printing equipment sales
increasingly fell short of forecast due to factors such as delayed product
introduction. As a result, future cash flow budgets were reduced. As such, the
recoverability of Colorspan goodwill and other intangible assets was assessed
pursuant to the provisions of SFAS142 and SFAS121 and written-off in the last
quarter of transition year 2001. The Corporation charged $44,963 against
earnings in transition year 2001 for the Colorspan goodwill and other intangible
assets, as well as certain other intangible assets that were determined to be
impaired.
(i) Employee Benefits. The Corporation sponsors a variety of employee benefit
programs, most of which are non-contributory.
Retirement. A non-contributory pension plan, a profit sharing retirement plan
and a defined contribution 401K retirement plan are provided for substantially
all domestic employees. The Corporation also maintains a domestic and a foreign
defined benefit pension plan. The projected unit credit actuarial method is
used for financial reporting purposes. In addition, the Corporation contributes
to domestic profit sharing and employee stock ownership plans, which provide
retirement benefits based upon amounts credited to employee accounts within the
plans. The Corporation's funding policy for qualified plans is consistent with
federal or other regulations and customarily equals the amount deducted for
income tax purposes. Foreign subsidiaries contribute to other plans, which may
be administered privately or by government agencies in accordance with local
regulations.
Post-retirement. The Corporation currently accrues for post-retirement health
care benefits for U.S. employees hired prior to April 1, 1997. The
post-retirement health care plan is unfunded.
Post-employment. The Corporation currently accrues for post-employment
disability benefits to employees meeting specified service requirements. The
post-employment benefits plan is unfunded.
(j) Financial Instruments. Statement of Financial Accounting Standards No. 107,
Disclosures about Fair Value of Financial Instruments (SFAS107) requires that
reporting entities provide, to the extent practicable, the fair value of
financial instruments, both assets and liabilities. The Corporation's
outstanding long-term fixed rate bonds bear interest at 9.125%, which compares
to 8.1% at fair market value based on the market price of the Corporation's bond
issue at December 31, 2003. The fair value of these outstanding bonds at
December 31, 2003 is approximately $339,000, as compared to the carrying value
of $300,265. The carrying amounts for the Corporation's other financial
instruments approximate fair value because of the short maturity or variable
rates of those instruments.
Under Statement of Financial Accounting Standards No. 133, Accounting for
Derivative Instruments and Hedging Activities (SFAS133), adopted by the
Corporation on April 1, 2001, hedge accounting provides for the deferral of
gains or losses on derivative instruments until such time as the related
transactions occur. For those derivatives that do not meet the requirements of
this pronouncement, the Corporation recognizes periodic increases or decreases
in the fair value of the derivative with a charge to earnings. The Corporation,
previous to its bond issue, had employed interest rate swap agreements to
optimize borrowing costs by reducing exposure to possible future changes in
interest rates. An interest rate swap outstanding at December 31, 2003, has not
been designated as part of a hedge. Net receipts or payments on the swap is
accrued and recognized as an adjustment to interest expense. The estimated fair
value of this financial instrument at December 31, 2003 is a liability of $1,736
based on the quoted market price from the bank holding the instrument. For
2003, there was income of $633 included in the consolidated statements of
earnings. For 2002, there was an expense of $2,611 included in the consolidated
statements of earnings and a deferred gain, net of income taxes, of $276
recorded to accumulated other comprehensive income. For transition year 2001,
there was expense of $410 included in the consolidated statements of earnings.
(k) Foreign Operations. The assets and liabilities of foreign subsidiaries are
translated into U.S. dollars at year-end rates of exchange while revenue and
expense accounts are translated at weighted-average rates in effect during the
periods. Translation of the financial statements resulted in an increase in
equity of $18,446 and $10,977 in 2003 and 2002, respectively, and a decrease in
equity of $3,690 in transition year 2001. Foreign currency transactions
included in the consolidated statements of earnings resulted in a gain of $39
and $576 in 2003 and 2002, respectively, and a loss of $355 in transition year
2001.
(l) 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.
(m) Operating Expenses. Cost of sales consists primarily of raw material costs
and related purchasing and receiving costs used in the manufacturing process,
salary and wages, fringe benefits, packaging costs, plant overhead and other
costs associated with the manufacture and distribution of the Corporation's
products.
Selling, technical and administrative expenses (ST&A) consist primarily of
personnel and travel costs, advertising and marketing expenses, product
development expenses, administrative expenses associated with accounting,
finance, legal, human resource, risk management and overhead associated with
these functions.
Research and development is expensed as incurred. Included under selling,
technical and administrative expenses were $19,869, $19,104 and $14,922 in 2003,
2002 and transition year 2001, respectively.
(n) Income Taxes. The provision for income taxes includes federal, foreign,
state and local income taxes currently payable. Deferred income taxes are
recognized at currently enacted tax rates for temporary differences between the
financial reporting and income tax basis of assets and liabilities. Deferred
taxes are not provided on the undistributed earnings of subsidiaries operating
outside the United States that will be permanently reinvested.
(o) 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. The resulting expense is
amortized over the period in which the options are earned. Previously, and
since April 1, 1996, the Corporation had adopted the disclosure requirements of
SFAS123 and continued to account for its stock options by applying the expense
recognition provisions of APB Opinion No. 25, Accounting for Stock Issued to
Employees (APB25).
Had the Corporation used the fair value expense recognition method of
accounting for its stock option plans (beginning in 1996) and charged
compensation cost against income, over a period consistent with the terms of the
grant, based on the fair value at the date of grant, net earnings and net
earnings per common share for the years ended December 31, 2003 and 2002 and the
transition year ended December 31, 2001, would have been reduced to the
following pro forma amounts:
(In thousands, except per share amounts)
Year Ended Nine Months Ended
December 31, December 31, December 31,
2003 2002 2001
-------------- -------------- -------------------
Net earnings (loss) available for common shareholders:
As reported . . . . . . . . . . . . . . . . . . . . $ 56,426 $ 9,349 $ (28,912)
Add: stock based employee compensation expense
included in reported net income, net of related tax
effects. . . . . . . . . . . . . . . . . . . . . . . . 2,868 2,663 432
Deduct: total stock based employee compensation
expense determined under fair value based method for
all awards, net of related tax effects . . . . . . . . (3,263) (3,329) (1,024)
-------------- -------------- -------------------
Pro forma . . . . . . . . . . . . . . . . . . . . . $ 56,031 $ 8,683 $ (29,504)
============== ============== ===================
Basic net earnings (loss) per common share:
As reported . . . . . . . . . . . . . . . . . . . . $ 1.81 $ 0.29 $ (0.91)
Pro forma . . . . . . . . . . . . . . . . . . . . . $ 1.79 $ 0.27 $ (0.92)
Diluted net earnings (loss) per common share:
As reported . . . . . . . . . . . . . . . . . . . . $ 1.80 $ 0.29 $ (0.91)
Pro forma . . . . . . . . . . . . . . . . . . . . . $ 1.78 $ 0.27 $ (0.92)
The pro forma information above includes stock options granted between April 1,
1995 and March 31, 2001. Effects of applying FAS 123, using the fair
value-based method of accounting, is not representative of the pro forma effect
on earnings in future years because it does not take into consideration pro
forma compensation expense related to stock options granted prior to 1996.
(p) Common Share Data. Statement of Financial Accounting Standards No. 128,
Earnings Per Share (SFAS128) requires the presentation of basic and diluted
earnings per share (EPS). EPS is calculated based upon net earnings available
for common shareholders after deduction for preferred dividends. The
computation of basic EPS is based upon the weighted-average number of common
shares outstanding during the period. Diluted EPS is computed 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 warrants that were outstanding during the period, under the treasury stock
method. Dilutive contingently issuable common shares are excluded from the
computation in periods in which the result would have an anti-dilutive effect on
earnings per share. There were options and warrants totaling 515,060, 1,162,300
and 469,949 for 2003, 2002 and transition year 2001, respectively, excluded from
the diluted EPS calculation because they were anti-dilutive.
The following table reconciles basic weighted-average common shares
outstanding to diluted weighted-average common shares outstanding:
Year Ended Nine Months Ended
December 31, December 31, December 31,
2003 2002 2001
------------ ------------ -----------------
Basic. . . . . . . . . . . . . . 31,241,288 32,220,066 31,911,570
Dilutive effect of stock options 189,110 255,089 257,866
Dilutive effect of warrants --- --- 212,083
------------ ------------ -----------------
Diluted. . . . . . . . . . . . . 31,430,398 32,475,155 32,381,519
============ ============ =================
(q) Acquisitions. 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.
The following table shows the balance for acquisition reserves included in
other accrued liabilities on the consolidated balance sheet at December 31,
2003. The payments column includes amounts paid of $335, $210 and $312 in 2003,
2002 and transition year 2001, respectively. In 2003, the amount of $1,746 was
reclassified from accrued liabilities into other long-term liabilities. Due to
the environmental nature of this balance it will be monitored along with other
items of this nature. The activity is shown cumulative since inception and the
remaining balance will be paid periodically through fiscal 2008:
(In thousands)
Description Inception Adjustment Payments Balance
- ------------- ---------- ------------ --------- --------
Facilities $ 4,200 --- $ 3,716 $ 484
Redundancies 2,050 $ 3,100 5,150 ---
Environmental 2,000 (1,746) 254 ---
---------- ------------ --------- --------
Total . . . . $ 8,250 $ 1,354 $ 9,120 $ 484
========== ============ ========= ========
(r) Restructuring Charges. In the last quarter of transition year 2001, the
Corporation announced the closure of certain of its Printing Solutions and
Advanced Surface Finishing manufacturing facilities. The activities of the
affected locations have been relocated to other facilities in order to run those
operations more cost effectively. In connection with these actions,
restructuring charges of $1,859 for severance related costs and $7,807 for
facility closing costs, disposal services and asset write-offs were recorded
during the transition year ended December 31, 2001. Total cash payments of
$3,023 and other charges of $6,643 have been made for these activities. In
addition, an $11,598 charge, consisting of a cash charge of $709 for severance
related costs and other charges of $10,889 for asset write-offs was taken under
discontinued operations. At December 31, 2003 and 2002, these restructuring
actions have been completed and no amounts remain in the consolidated balance
sheet.
(s) Discontinued Operations. On December 9, 2003, the Corporation sold its 60%
interest in Eurocir S.A. (Eurocir) to the 40% stakeholders of Eurocir for
$5,000. The sales price consisted of $3,000 of consideration received upon
closing and $2,000 of interest bearing notes, reflected in other long term
assets at December 31, 2003, which are due within six years.
The Eurocir operations represented substantially all of the remaining
electronics manufacturing segment and as such the sale was accounted for as
discontinued operations in accordance with SFAS144. The operating results and
cash flows from operations of the electronics manufacturing segment have
therefore been segregated from continuing operations on the Corporation's
consolidated statements of earnings and consolidated statements of cash flows
for all periods presented.
The following table presents the amounts segregated from the consolidated
statements of earnings and reflected as earnings (loss) from discontinued
operations:
Year Ended Nine Months Ended
December 31, December 31, December 31,
2003 2002 2001
-------------- -------------- -------------------
Net sales . . . . . . . . . . . . . . . . . . . . . . $ 78,747 $ 80,485 $ 63,302
Loss before income taxes and minority interest. . . . $ (940) $ (33,674) $ (17,714)
Income tax (expense) benefit. . . . . . . . . . . . . (12) 11,666 6,200
Minority interest --- (120) (110)
-------------- -------------- -------------------
Loss from discontinued operations before gain on sale (952) (22,128) (11,624)
Gain on sale of discontinued operations, net of tax 6,544 --- ---
-------------- -------------- -------------------
Discontinued operations, net of tax . . . . . . . . . $ 5,592 $ (22,128) $ (11,624)
============== ============== ===================
Included in discontinued operations for the year ended December 31, 2003, was a
pre-tax gain on disposal of discontinued operations of $5,630 with a tax benefit
of $914 resulting in an after-tax gain of $6,544, recorded in the fourth
quarter. Included in discontinued operations for the year ended December 31,
2002 were pre-tax charges of $27,389 for a goodwill impairment and $7,000 for
other asset impairment recognized pursuant to the provisions of SFAS142 and
SFAS144, respectively. Included in discontinued operations for the nine month
year ended December 31, 2001, was a pre-tax charge of $11,598 for restructuring,
including severance and asset write-offs.
(t) Recent Accounting Standards. The FASB finalized Staff Position No. FAS106-1,
Accounting and Disclosure Requirements Related to the Medicare Prescription
Drug, Improvement and Modernization Act of 2003 (FAS106-1), in January 2004.
FAS106-1 permits the deferral of application of Statement of Financial
Accounting Standards No. 106, Employers' Accounting for Postretirement Benefits
Other than Pensions, to the Medicare Prescription Drug Bill. The FASB plans to
address the related issues by issuing guidance by the end of March 2004. The
Corporation has deferred application of FAS106-1 until the issuance of final
guidance by the FASB.
In December 2003, the FASB issued Statement of Financial Accounting
Standards No. 132 {revised}, Employers' Disclosures about Pensions and Other
Postretirement Benefits (SFAS132{revised}). SFAS132{revised} retains
recognition and measurement provisions while retaining and revising the
disclosure requirements contained in the original statement. It also requires
additional disclosures about the assets, obligations, cash flows and net
periodic benefit cost of defined benefit pension plans and other postretirement
benefit plans. The Corporation's disclosures incorporate the requirements of
SFAS132{revised}.
The Corporation adopted Statement of Financial Accounting Standards No.
143, Accounting for Asset Retirement Obligations (SFAS143) which addresses
financial accounting and reporting for obligations associated with the
retirement of tangible long-lived assets and the associated asset retirement
costs, effective January 1, 2003. SFAS143 requires recognition of asset
retirement obligations as a liability with a corresponding asset that is
depreciated over the life of the asset. The adoption of SFAS143 did not have an
effect on the Corporation's consolidated financial statements.
Effective January 1, 2003, the Corporation adopted Statement of Financial
Accounting Standards No. 145, Rescission of FASB Statements No. 4, 44 and 64,
Amendment of FASB Statement No. 13, and Technical Corrections (SFAS145).
SFAS145, among other things, rescinds SFAS No. 4, which required all gains and
losses from the extinguishment of debt to be classified as an extraordinary item
and amends SFAS No. 13 to require that certain lease modifications that have
economic effects similar to sale-leaseback transactions be accounted for in the
same manner as sale-leaseback transactions. The adoption of SFAS145 did not
have an effect on the Corporation's consolidated financial statements.
Also effective January 1, 2003, the Corporation adopted Statement of
Financial Accounting Standards No. 146, Accounting for Costs Associated with
Exit or Disposal Activities (SFAS146) which requires companies to recognize
costs associated with exit or disposal activities when a liability is incurred
rather than at the date of a commitment to an exit or disposal plan. The
provisions of SFAS146 are effective for exit or disposal activities that are
initiated after December 31, 2002. The adoption of SFAS146 did not have an
effect on the Corporation's consolidated financial statements.
Effective July 1, 2003, the Corporation adopted Statement of Financial
Accounting Standards No. 149, Amendment of Statement 133 on Derivative
Instruments and Hedging Activities (SFAS149) which 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 did not have an impact on the
Corporation's consolidated financial statements.
Also effective July 1, 2003, the Corporation adopted Statement of Financial
Accounting Standards No. 150, Accounting for Certain Financial Instruments with
Characteristics of both Liabilities and Equity (SFAS150). 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. Due to an existing purchase and sale agreement with Citicorp
Venture Capital Ltd (CVC), SFAS150 had an impact on the Corporation's
consolidated statements of earnings. There was a gain of $1,014, net of tax, 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 basis of treasury shares purchased under the
agreement.
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. The adoption of EITF 00-21,
effective July 1, 2003, did not have an impact on the Corporation's consolidated
financial statements.
The FASB issued in January 2003 and revised in December 2003,
Interpretation No. 46 (FIN46) Consolidation of Variable Interest Entities, an
Interpretation of Accounting Research Bulletin No. 51 which 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. FIN46 is effective for all new variable interest entities
created or acquired after January 31, 2003 and certain types of entities after
March 31, 2004. The adoption of FIN46, effective February 1, 2003, did not have
an impact on the Corporation's consolidated financial statements.
2. VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
The major components of the allowance for doubtful receivables at December 31,
2003, 2002 and 2001 were as follows:
(In thousands)
Balance at Additions Deductions* Balance at
Beginning Charged to End of Period
of Period Earnings
----------- ----------- ------------ --------------
December 31, 2001 $ 11,758 $ 5,341 $ 2,457 $ 14,642
=========== =========== ============ ==============
December 31, 2002 $ 14,642 $ 4,773 $ 6,672 $ 12,743
=========== =========== ============ ==============
December 31, 2003 $ 12,743 $ 2,606 $ 3,441 $ 11,908
=========== =========== ============ ==============
<FN>
* Bad debts charged off less recoveries, translation adjustments and adjustment
for discontinued operations.
3. INVENTORIES
The major components of inventory at December 31, were as follows:
(In thousands)
2003 2002
------- -------
Finished goods . . . . . . $37,396 $43,639
Raw materials and supplies 30,062 30,625
Equipment. . . . . . . . . 8,317 11,474
------- -------
Inventories . . . . . . $75,775 $85,738
======= =======
4. PROPERTY, PLANT AND EQUIPMENT
The major components of property, plant and equipment (at cost) at December 31,
were as follows:
(In thousands)
2003 2002
-------- --------
Land and improvements. . . . . . . . $ 10,990 $ 9,635
Buildings and improvements . . . . . 102,069 90,168
Machinery, equipment and fixtures. . 173,324 185,529
-------- --------
286,383 285,332
Less accumulated depreciation and
amortization . . . . . . . . . . . . 172,741 152,751
-------- --------
Net property, plant and equipment $113,642 $132,581
======== ========
5. GOODWILL AND OTHER INTANGIBLE ASSETS
The Corporation adopted Statement of Financial Accounting Standards No. 142,
Goodwill and Other Intangible Assets (SFAS142) as of April 1, 2001. The fair
value of goodwill using the expected value of future cash flows was in excess of
the carrying value upon adoption. During 2002, there was $982 charged against
earnings to write off certain goodwill under Advance Surface Finishing for
balances no longer supported by discounted cash flows. In addition,
discontinued operations includes a $27,389 charge to earnings for goodwill
written off in the last quarter of 2002, under the provisions of SFAS142, as a
result of the increasingly deteriorating printed circuit board markets in Europe
and North America. Throughout transition year 2001 digital printing equipment
sales increasingly fell short of forecast due to factors such as delayed product
introduction. As a result, future cash flow budgets were reduced. As such, the
recoverability of Colorspan goodwill and other intangible assets was assessed
pursuant to the provisions of SFAS142 and SFAS121 and written-off in the last
quarter of transition year 2001. The Corporation charged $44,963 against
earnings in transition year 2001 for the Colorspan goodwill and other intangible
assets, as well as certain other intangible assets that were determined to be
impaired.
The carrying amounts for goodwill by segment, Advanced Surface Finishing
(ASF), Printing Solutions (PS) and the discontinued electronics manufacturing
operations (Discontinued), as of December 31, 2003 and 2002, are as follows:
(In thousands). . . . . . . . . . . . . . ASF PS Discontinued Total
--------- ------- -------------- ---------
Balance as of December 31, 2001 . . . . . $123,052 $72,130 $ 27,389 $222,571
Goodwill impaired during 2002 . . . . . . (982) -- (27,389) (28,371)
--------- ------- -------------- ---------
Balance as of December 31, 2003 and 2002. $122,070 $72,130 -- $194,200
========= ======= ============== =========
Acquired intangible assets at December 31, are as follows:
(In thousands)
2003 2002
--------------- ---------------
Gross Carrying Accumulated Net Gross Carrying Accumulated Net
Amount Amortization Amount Amount Amortization Amount
--------------- -------------- ------- --------------- -------------- -------
Patents. . $ 17,566 $ (6,851) $10,715 $ 19,698 $ (8,123) $11,575
Trademarks 20,133 (1,951) 18,182 27,481 (8,788) 18,693
Others . . 2,628 (1,464) 1,164 3,607 (2,050) 1,557
--------------- -------------- ------- --------------- -------------- -------
Total . $ 40,327 $ (10,266) $30,061 $ 50,786 $ (18,961) $31,825
=============== ============== ======= =============== ============== =======
Included in the table above, is the net carrying amount of $16,233 at December
31, 2003 and 2002 for trademarks which are not being amortized due to the
indefinite life associated with these assets. Aggregate amortization expense of
intangible assets for 2003 was $2,093. Estimated amortization expense for the
Corporation's intangible assets is expected to approximate $1,700 for each of
the next five fiscal years.
6. NOTES PAYABLE
Notes payable at December 31, 2003 and 2002 consisted of outstanding borrowings
under available lines of credit. The terms of the lines of credit generally
provide for interest rates at or below the prime rate on the date of borrowing
for its domestic borrowings and vary with local currency exchange rate changes
with its foreign borrowings. The lines of credit aggregate approximately
$36,000 at December 31, 2003 and can be withdrawn at any time at the option of
the banks. The weighted-average interest rates on short-term borrowings
outstanding at the end of December 31, 2003 and 2002 were 3.3% and 4.3%,
respectively.
7. EMPLOYEE BENEFIT & STOCK OPTION PLANS
Pension, Post-retirement & Post-employment Benefits
The Corporation has defined benefit pension, defined contribution profit
sharing and employee stock ownership plans for substantially all of its domestic
employees. Aggregate amounts charged to earnings for these plans for the years
ended December 31, 2003, 2002 and transition year 2001 were $5,222, $5,709 and
$3,168, respectively.
Pension. The domestic pension plan provides retirement benefits based upon years
of service and compensation levels. At December 31, 2003 the accumulated
benefit obligation was $47,731. The measurement date used each year to
determine pension and other postretirement benefits is September 30th, at which
time the minimum contribution level for the following year is determined. The
estimated future benefit payments are presently expected to approximate $2,000
per year for each of the next five years, as well as $10,000 in the aggregate
for the five years subsequent to that. The Corporation expects to contribute
pension funding requirements amounting to $3,136 in 2004 and approximately
$3,500 each of the four years thereafter. Plan assets consist primarily of
bonds, guaranteed investment contracts and listed stocks, including the
Corporation's own shares. Plan assets included 393,255 shares of the
Corporation's common stock having a market value of $13,465 at December 31, 2003
and $8,986 at December 31, 2002. The weighted-average asset allocation of the
pension benefit plan was 53% debt securities and 47% equity securities, at
December 31, 2003. The Corporation maintains a target allocation not to exceed
75% for either debt or equity securities at any point in time. The Board of
Directors has appointed an investment committee that meets at least four times
per year in order to assess the risk factors, rates of return and asset
allocation limitations as prescribed by the committee's investment policy
statement. In addition an annual review is conducted in order to ensure that
proper funding levels are maintained for the plan and that the plan can meet its
long-term retirement obligations. Return on asset (ROA) assumptions are
determined annually based on a review of the asset mix as well as individual ROA
performances, benchmarked against indexes such as the S&P 500 index and Russell
2000 index.
The Corporation also has a retirement and death benefit plan, covering
employees located in Great Britain. As of April 6, 1997, this plan converted
from a defined benefit to a defined contribution basis for pensionable service
after that date. The obligation has been recognized for past service benefits,
which continue on the defined benefit basis. The Corporation's other foreign
subsidiaries maintain benefit plans that are consistent with statutory practices
and are not significant.
Post-retirement benefits. The Corporation sponsors a defined benefit
post-retirement medical and dental plan that covers all of its domestic
full-time employees, hired prior to April 1, 1997, who retire after age 55 with
at least 10 to 20 years of service (depending upon the date of hire). Eligible
employees retiring after March 31, 1998 are required to contribute the full cost
of the plan until they reach age 65. At age 65 the Corporation will contribute
a portion of the cost. The Corporation's subsidy level is subject to a cap,
which increases 5% each year for employees retiring prior to March 31, 1989 and
3% each year for employees retiring after April 1, 1989. Retirees will be
required to contribute the plan cost in excess of the cap in addition to other
required contributions.
The projected benefit obligation for the post-retirement plan at December
31, 2003 comprised 63% retirees, 5% fully eligible active participants and 32%
other active participants. The annual increase in cost is 3% to 5% for
post-retirement medical benefits since the Corporation's contributions are at
the defined cap. The medical cost trend rate assumption has no effect on the
amounts reported due to the cap on contributions paid by the Corporation. There
is no assumed rate increase for dental benefits since it is a scheduled plan.
Post-employment benefits. The Corporation sponsors a defined benefit,
post-employment compensation continuation plan that covers all of its full time
domestic employees. Employees who have completed at least six months of
service, become permanently disabled and are unable to return to work are
eligible to receive a benefit under the plan. The benefit may range from one
week to a maximum of six months of compensation. The estimated ongoing
after-tax annual cost is not material.
The following table sets forth the components of the pension and post-retirement
benefit plans with respect to the consolidated balance sheets at December 31:
(in thousands)
Pension Benefits Post Retirement Benefits
--------- ---------- ----------------- ----------
2003 2002 2003 2002
---------- ---------- ----------------- ----------
Domestic Foreign Domestic Foreign Domestic Domestic
---------- --------- ---------- --------- ----------------- ----------
Reconciliation of Projected
Benefit Obligation:
Projected benefit obligation
at
Beginning of year . . . . . . $ 49,464 $ 48,331 $ 42,187 $ 39,758 $ 6,894 $ 5,975
Service cost (benefits
earned
During the period). . . . . . 3,575 568 3,836 479 116 126
Interest cost on the
projected
Benefit obligation. . . . . . 3,279 2,702 3,010 2,279 405 417
Plan participants
contribution --- 300 -- 214 -- --
Plan amendments --- --- 103 --- (702) 892
Actuarial (gain)/loss
excluding
Assumption change . . . . . . 1,096 480 (1,238) 2,692 87 (450)
Actuarial (gain)/loss due to
Assumption change 2,957 --- 3,220 --- 392 314
Benefits paid . . . . . . . . (1,903) (2,841) (1,654) (1,549) (265) (380)
Translation difference --- 5,271 --- 4,458 --- ---
---------- --------- ---------- --------- ----------------- ----------
Projected benefit obligation
at
End of year . . . . . . . . . 58,468 54,811 49,464 48,331 6,927 6,894
---------- --------- ---------- --------- ----------------- ----------
Reconciliation of Fair Value
of
Plan Assets:
Fair value of plan assets at
Beginning of year 36,093 37,778 31,752 38,453 --- ---
Actual return on plan assets
(net
Of expenses) 4,761 4,368 4,266 (3,472) --- ---
Employer contribution . . . . 4,841 1,155 1,729 363 265 380
Plan participants
contribution --- 300 --- 214 --- ---
Benefits paid . . . . . . . . (1,903) (2,841) (1,654) (1,549) (265) (380)
Translation difference --- 4,120 --- 3,768 --- ---
---------- --------- ---------- --------- ----------------- ----------
Fair value of plan assets at
end of
Year 43,792 44,880 36,093 37,777 --- ---
---------- --------- ---------- --------- ----------------- ----------
Funded Status:
Funded status . . . . . . . . (14,676) (9,931) (13,371) (10,554) (6,927) (6,894)
Unrecognized net actuarial
Loss. . . . . . . . . . . . . 9,750 15,312 7,834 14,878 2,097 1,718
Unamortized prior service
cost 167 --- 192 --- 173 ---
Plan amendments --- --- --- --- --- 892
---------- --------- ---------- --------- ----------------- ----------
Net amount recognized . . . . (4,759) 5,381 (5,345) 4,324 (4,657) (4,284)
Amounts recognized in the
Consolidated Balance Sheet
consists of:
Accrued benefit liability . . (4,759) (9,931) (5,345) (10,554) (4,657) (4,284)
Accumulated other
Comprehensive income --- 15,312 --- 14,878 --- ---
---------- --------- ---------- --------- ----------------- ----------
Net amount recognized . . . . $ (4,759) $ 5,381 $ (5,345) $ 4,324 $ (4,657) $ (4,284)
========== ========= ========== ========= ================= ==========
Weighted Average
Assumptions:
Discount rate . . . . . . . . 6.25% 5.5% 6.75% 5.5% 6.25% 6.75%
Rate of compensation
increase 4.5% 4.5% 5.0% 4.5% --- ---
Long-term rate of return on
Assets 8.0% 8.0% 8.0% 8.0% --- ---
Annual increase in cost of
Medical benefits --- --- --- --- 3.0%-5.0% 3.0%
The following table sets forth the components of net periodic benefit cost of
the pension and post-retirement benefit plans with respect to the consolidated
statements of earnings for the year ended December 31, 2003, 2002 and transition
year ended December 31, 2001:
(in thousands)
Pension Benefits Post Retirement Benefits
---------- ---------- --------- ----------- ---------
Year Ended Nine Year Ended Nine
--------- ---------- ---------- --------- ----------- ---------
Months Ended Months
---------- --------- ---------
Ended
---------
December 31, December 31, December 31, December December December
---------- --------- ---------- ---------- ---------- --------- --------- ----------- ---------
31, 31, 31,
--------- ----------- ---------
2003 2002 2001 2003 2002 2001
---------- ---------- ---------- --------- ----------- ---------
Domestic Foreign Domestic Foreign Domestic Foreign Domestic Domestic Domestic
---------- --------- ---------- ---------- ---------- --------- --------- ----------- ---------
Net Periodic
Benefit
Expense:
Service cost . . $ 3,575 $ 568 $ 3,836 $ 479 $ 2,726 $ 514 $ 116 $ 126 $ 91
Interest cost on
the projected
Benefit
obligation . . . 3,279 2,702 3,010 2,279 2,132 2,088 405 417 313
Expected
return on plan
Assets (2,864) (3,127) (2,483) (2,525) (2,322) (2,424) --- --- ---
Amortization
of prior service
Cost 25 -- 25 -- 12 -- 17 --- ---
Amortization
of transition
Obligation -- -- -- -- -- (332) 100 126 ---
Recognized
actuarial
(gain)/loss 240 684 280 723 38 590 --- --- 104
Net periodic ---------- --------- ---------- ---------- ---------- --------- --------- ----------- ---------
benefit cost . . $ 4,255 $ 827 $ 4,668 $ 956 $ 2,586 $ 436 $ 638 $ 669 $ 508
========== ========= ========== ========== ========== ========= ========= =========== =========
Employee Stock Incentive Plans
1992 Plan: In 1993, the Corporation adopted a non-qualified stock option plan,
approved by shareholders in July 1992 (the 1992 plan), for the issuance of up to
2,700,000 shares under which certain employees have been granted options
totaling 2,545,565 shares. Options granted under the 1992 plan are generally
exercisable, at a price equal to two-thirds of the market price at the grant
date, during a four-year period beginning with the grant date. The options are
exercisable into restricted shares of common stock, which cannot be sold or
transferred, except back to the Corporation at cost, during the four-year period
commencing with the exercise date. For options granted prior to April 1, 2001,
compensation expense, which is equal to the difference between the fair market
value of the Corporation's common stock on the date of an option grant and the
exercise price of the underlying shares was amortized over a six-year period.
There was no compensation expense for this plan in 2003 or 2002. Compensation
expense relating to this plan was $45 for transition year 2001.
1995 Plan: In 1996, the Corporation adopted a non-qualified equity incentive
plan, approved by the shareholders in July 1995 (the 1995 plan), for the
issuance of up to 900,000 shares under which certain employees have been granted
a total of 529,278 restricted shares, having market prices of between $4.75 and
$38.31 on the dates of grant. All shares of restricted stock issued under the
1995 plan must be held and cannot be sold or transferred, except to the
Corporation for a period of four years from the date of the award. Compensation
expense relating to this plan was $114 and $883 for 2003 and 2002, respectively.
No compensation expense was charged during transition year 2001.
1998 Plan: In 1999, the Corporation adopted a non-qualified stock option plan,
approved by shareholders in July 1999 (the 1998 plan), for the issuance of up to
1,500,000 shares under which certain employees have been granted options
totaling 1,006,650 shares. Options granted under the 1998 plan generally are
exercisable during a ten-year period beginning with the grant date, at a price
equal to a one-third-premium over market price at the date of grant. The
options are exercisable into unrestricted shares of common stock, except as
otherwise provided, under the terms of the plan, at the time of grant. No
compensation expense was charged during 2003, 2002 or transition year 2001.
2001 Plans: In 2001, the Corporation adopted a non-qualified key executive stock
option plan, approved by shareholders in July 2001 (the 2001 executive plan),
for the issuance of up to 3,000,000 shares under which certain employees have
been granted options totaling 2,221,994 shares. Options granted under the 2001
executive plan generally are exercisable during a six-year period beginning at
the vesting date, which is four years after the grant date. The option price is
variable, based upon the market price at date of grant, adjusted for the
Corporation's performance in comparison to the Standard and Poors Specialty
Chemicals Index during the exercise period. The number of options is variable
based upon a multiple determined by the Corporation's cumulative percentage
owner earnings growth during the four year vesting period. The options are
exercisable into unrestricted shares of common stock, except as otherwise
provided at the time of grant.
Also, in 2001, the Corporation adopted a non-qualified all employee stock
option plan, approved by shareholders in July 2001 (the 2001 employee plan), for
the issuance of up to 1,000,000 shares under which certain employees have been
granted options totaling 383,775. Options granted under the 2001 employee plan
generally are exercisable during a six-year period beginning at the vesting
date, which is four years after the grant date, at a price equal to the market
price at the date of grant. The options are exercisable into unrestricted
shares of common stock, except as otherwise provided at the time of grant.
Options issued under the Corporation's stock incentive plans and
outstanding at December 31, 2003 have exercise prices ranging from $1.79 to
$55.50, expiring periodically through fiscal 2013, summarized in the following
table as of December 31, 2003, 2002 and 2001:
Fixed Option Plans Indexed Option Plans
----------- ----------------- ----------- -----------------
Number Weighted-Average Number Weighted_Average
of Options Exercise Price of Options Exercise Price
----------- ----------------- ----------- -----------------
Outstanding at March 31, 2001 1,468,715 $ 30.30 --- ---
Transition year 2001 activity:
Granted. . . . . . . . . . . . . 557,250 $ 16.75 670,500 $ 16.75
Exercised --- --- --- ---
Forfeited --- --- --- ---
Outstanding at December 31, 2001 2,025,965 $ 26.39 670,500 $ 16.75
2002 activity:
Granted. . . . . . . . . . . . . 30,250 $ 20.02 977,869 $ 19.54
Exercised (180,000) $ 2.00 --- ---
Forfeited. . . . . . . . . . . . (161,450) $ 16.75 (200,000) $ 17.66
Outstanding at December 31, 2002 1,714,765 $ 29.75 1,448,369 $ 18.51
2003 activity:
Granted. . . . . . . . . . . . . 50,100 $ 23.79 893,125 $ 22.96
Exercised. . . . . . . . . . . . (135,500) $ 1.94 (32,500) $ 17.57
Forfeited. . . . . . . . . . . . (92,375) $ 18.01 (119,500) $ 18.58
Outstanding at December 31, 2003 1,536,990 $ 32.71 2,189,494 $ 20.33
Total options exercisable under fixed option plans were 1,153,715 as of December
31, 2003, 1,288,715 as of December 31, 2002 and 1,468,715 as of December 31,
2001. There are no options exercisable under the indexed option plans for all
periods presented.
The following table summarizes information about fixed stock options
outstanding at December 31, 2003:
- ------------- ----------- -------------- ----------------
Weighted-
Exercise. . . Number Average Weighted-Average
Prices. . . . Outstanding Remaining Life Exercise Price
- ------------- ----------- -------------- ----------------
1.79 . . . . 135,000 0.3 years $ 1.79
16.75-$21.81 367,875 7.6 years $ 17.18
28.26-$32.75 292,465 6.4 years $ 30.32
45.00-$55.50 741,650 5.3 years $ 46.98
----------- -------------- ----------------
1,536,990 5.6 years $ 32.71
The following table summarizes information about indexed stock
options outstanding at December 31, 2003:
- ------------- ----------- -------------- ----------------
Weighted-
Exercise. . . Number Average Weighted-Average
Prices. . . . Outstanding Remaining Life Exercise Price
- ------------- ----------- -------------- ----------------
16.75-$22.51 2,122,494 8.3 years $ 20.07
28.49. . . . 67,000 9.6 years $ 28.49
----------- -------------- ----------------
2,189,494 8.3 years $ 20.33
Application of the fair value expense recognition method of accounting for
options resulted in the following expense included in the results of operations:
$3,602 for indexed options and $503 for fixed options in 2003, $2,555 for
indexed options and $590 for fixed options in 2002 and $262 for indexed options
and $357 for fixed options in transition year 2001. The following table
summarizes the weighted-average grant-date fair value of options granted during
the years ended December 31, 2003 and 2002 and transition year 2001. The
fair-values were determined by utilizing the Black-Scholes option-pricing model
using the key assumptions listed below:
2003 2002 2001
----------- --------- ---------
(indexed) (fixed) (indexed) (fixed) (indexed) (fixed)
Fair value. . . . . . . $ 7.63 $ 13.28 $ 8.61 $ 11.28 $ 3.75 $ 6.14
Risk-free interest rate 2.03% 2.94% 1.84% 4.24% 2.11% 4.65%
Expected option life. . 6 years 6 years 6 years 6 years 6 years 6 years
Expected volatility . . 34.6% 60.0% 39.1% 53.0% 19.6% 30.0%
Dividend yield. . . . . 0.37% 0.39% 0.38% 0.38% 0.48% 0.48%
8. INCOME TAXES
Income tax expense (benefit) is allocated as follows:
(In thousands)
Year Ended Nine Months Ended
-------------- -------------- -------------------
December 31, December 31, December 31,
-------------- -------------- -------------------
2003 2002 2001
-------------- -------------- -------------------
Income (loss) from continuing operations. . $ 23,466 $ 16,122 $ (9,309)
Discontinued operations . . . . . . . . . . (902) (11,666) (6,200)
Shareholders' equity for the tax effects of
stock-based compensation expense in
excess of amounts recognized for financial
reporting purposes and for the tax effects
of minimum pension liability, hedging
activities and foreign currency translation 127 2,386 1,233
-------------- -------------- -------------------
Total. . . . . . . . . . . . . . . . . $ 22,691 $ 6,842 $ (14,276)
============== ============== ===================
Income tax expense (benefit) attributable to income (loss) from continuing
operations for 2003, 2002 and transition year 2001 consisted of:
(In thousands)
Current Deferred Total
--------- ------------------- ---------
December 31, 2003
===================
U.S. Federal. . $ 6,186 $ 6,511 $ 12,697
State and local 993 2,610 3,603
Foreign . . . . 4,193 2,973 7,166
--------- ------------------- ---------
Total. . . $ 11,372 $ 12,094 $ 23,466
========= =================== =========
December 31, 2002
===================
U.S. Federal. . $ (803) $ 5,873 $ 5,070
State and local (271) 864 593
Foreign . . . . 10,149 310 10,459
--------- ------------------- ---------
Total. . . $ 9,075 $ 7,047 $ 16,122
========= =================== =========
December 31, 2001
===================
U.S. Federal. . $ 2,292 $ (17,712) $(15,420)
State and local 783 (3,584) (2,801)
Foreign . . . . 9,474 (562) 8,912
--------- ------------------- ---------
Total. . . $ 12,549 $ (21,858) $ (9,309)
========= =================== =========
Income tax expense (benefit) attributable to continuing operations differed
from the amounts computed by applying the U.S. Federal statutory tax rates to
pretax income for 2003, 2002 and transition year 2001, as a result of the
following:
(In thousands)
Year Ended Nine Months Ended
December 31, December 31, December 31,
-------------- -------------- -------------------
2003 2002 2001
-------------- -------------- -------------------
U.S. Federal statutory tax rate 35% 35% 35%
============== ============== ===================
Taxes computed at U.S.
statutory rate . . . . . . . $ 25,650 $ 7,323 $ (9,418)
State income taxes, net of
Federal benefit. . . . . . . 792 499 (2,471)
Foreign tax rate differential . 3,535 5,960 (1,410)
Export tax benefits . . . . . . (1,273) (769) (478)
Change in valuation reserve . . (3,995) 3,904 4,211
Other, net. . . . . . . . . . . (1,243) (795) 257
-------------- -------------- -------------------
Actual income taxes . . . . . . $ 23,466 $ 16,122 $ (9,309)
============== ============== ===================
Effective tax rate. . . . . . . 32.0% 33.9% 35.0%
============== ============== ===================
Earnings (loss) from continuing operations before income taxes and
cumulative effect of accounting change included foreign earnings of $56,613,
$40,046 and $30,114 for 2003, 2002 and transition year 2001, respectively.
The Corporation has not recognized a deferred tax liability for the
undistributed earnings of foreign subsidiaries that arose in 2003 and prior
years because the Corporation does not expect to repatriate those earnings in
the foreseeable future. A deferred tax liability will be recognized when the
Corporation expects that it will recover those earnings in a taxable
transaction, such as the receipt of dividends or sale of the investment, net of
foreign tax credits. A determination of the deferred tax liability relating to
the undistributed earnings of foreign subsidiaries is not practical. The
undistributed earnings of those subsidiaries were approximately $185,827 at
December 31, 2003.
The tax effects of temporary differences that give rise to significant
portions of the deferred tax assets and liabilities at December 31, 2003 and
2002 are as follows:
(In thousands)
December 31,
---------- ---------
2003 2002
---------- ---------
Deferred tax assets:
Accounts receivable, primarily due to allowance for
doubtful accounts . . . . . . . . . . . . . . . . . . $ 1,912 $ 2,238
Inventories . . . . . . . . . . . . . . . . . . . . 5,831 5,287
Accrued liabilities . . . . . . . . . . . . . . . . 4,675 5,638
Acquisition accrued liabilities . . . . . . . . . . 6,909 6,909
Employee benefits . . . . . . . . . . . . . . . . . 17,448 13,674
Research and development tax credits. . . . . . . . 2,244 1,786
Foreign tax credits . . . . . . . . . . . . . . . . 4,360 7,114
Net operating losses. . . . . . . . . . . . . . . . 23,885 6,896
Impairment and asset write-downs. . . . . . . . . . 28,236 36,527
Alternative minimum tax credits . . . . . . . . . . 1,043 1,043
Other . . . . . . . . . . . . . . . . . . . . . . . 5,239 6,826
---------- ---------
Total gross assets . . . . . . . . . . . . . . . 101,782 93,938
Valuation reserve. . . . . . . . . . . . . . . . (17,246) (14,103)
---------- ---------
Total gross deferred tax assets . . . . . . . 84,536 79,835
Deferred tax liabilities:
Plant and equipment, primarily due to
Depreciation.. . . . . . . . . . . . . . . . . . . 5,140 3,901
Intangibles and other assets. . . . . . . . . . . . 21,375 17,471
Other . . . . . . . . . . . . . . . . . . . . . . . 9,534 9,214
---------- ---------
Total gross deferred tax liabilities. . . . . 36,049 30,586
---------- ---------
Net deferred tax asset. . . . . . . . . . . . $ 48,487 $ 49,249
========== =========
The Corporation has recorded a valuation reserve to reflect the estimated
amount of deferred tax assets that may not be realized due to the expiration of
tax credits and net operating loss carry-forwards. The valuation reserve for
deferred tax assets was $17,246 and $14,103 at December 31, 2003 and 2002,
respectively. The net change in the valuation reserve for 2003 includes an
increase of $7,138 related to foreign and U.S. state net operating losses which
may not be realized. The increase in the valuation reserve attributable to these
items is included in the rate reconciliation as state income taxes and foreign
rate differential. Management believes it is more likely than not, the remaining
net deferred tax assets of $48,487 will be realized as the results of future
operations are expected to generate sufficient taxable income.
At December 31, 2003, the Corporation has net operating losses of
approximately $804 for federal, $52,961 for state and $57,584 for foreign that
are available for carryforward. The carryforward periods range from 5 years to
unlimited. In addition, the Corporation has approximately $4,360 of foreign tax
credits, $2,244 of research and development tax credits and $1,043 of
alternative minimum tax credits that are available for carryforward. These
carryforward periods range from 5 years to unlimited.
9. LONG-TERM OBLIGATIONS
Long-term obligations at December 31, 2003 and 2002 consisted of the following:
(In thousands)
2003 2002
-------- --------
Senior subordinated notes, unsecured, 9 1/8%
interest rate at December 31, 2003 due in 2011. $300,265 $300,156
Term loan, unsecured, variable interest (3.11%
at December 31, 2003) due in semi-annual
installments to 2005. . . . . . . . . . . . . . 365 508
Capitalized lease obligations . . . . . . . . . 1,131 2,936
Term loans, unsecured --- 7,859
Term loans, collateralized --- 4,864
Other --- 144
-------- --------
Total long-term obligations . . . . . . . . . . 301,761 316,467
Less current portion. . . . . . . . . . . . . . 558 6,230
-------- --------
Long-term portion . . . . . . . . . . . . . . . $301,203 $310,237
======== ========
Minimum future principal payments on long-term obligations subsequent to
December 31, 2003 are as follows:
(In thousands)
2004 . . . $ 558
2005 . . . 329
2006 . . . 198
2007 . . . 171
2008 . . . 110
Thereafter 300,395
--------
Total. . . $301,761
========
The Corporation has a $50,000 committed revolving credit facility that
expires in 2006. The Corporation can borrow foreign currencies and U. S.
dollars against this facility. Commitment fees under the revolving credit lines
are variable, ranging from 25 to 62.5 basis points on the unused balance. Under
these loans, the most restrictive covenants provide that earnings before
interest and taxes, as defined in the credit agreement, as a ratio to interest
expense must be greater than 2.25 to 1; consolidated net worth must be at least
$156,412 and earnings before interest, taxes, depreciation and amortization, as
defined in the credit agreement, as a ratio to total debt shall not exceed 3.75
to 1. The revolving credit facility bears interest at a variable rate, which is
based on a ratio of the Corporation's debt to earnings before certain expenses.
The rates were set from 1.25% to 1.875% above the applicable London interbank
market rate ("LIBOR"). At December 31, 2003 there were no borrowings
outstanding under this facility.
In previous years, the Corporation had entered into interest rate swap
agreements for the purpose of reducing its exposure to possible future changes
in interest rates applicable to the term and revolving loans. The fixed rates
are compared to the applicable three-month LIBOR rates as a basis for payment,
or receipt of the rate differential as applied to the notional amount of each
swap transaction. At December 31, 2003, the Corporation has one remaining swap
agreement with the notional US dollar coverage of $25,000 which expires December
31, 2005 and compares a fixed 5.595% rate to US LIBOR. This swap has not been
designated as a hedge for accounting purposes.
10. SEGMENT REPORTING
The Corporation operates on a worldwide basis, supplying proprietary chemicals
for two distinct segments, Advanced Surface Finishing and Printing Solutions.
These segments are managed separately as each segment has differences in
technology and marketing strategies. The Advanced Surface Finishing segment's
proprietary chemical compounds are primarily used for automotive, electronic and
other industrial applications. In automotive and other applications its
products are used for cleaning, activating, polishing, mechanical plating,
mechanical galvanizing, electro-plating, phosphatizing, stripping and coating,
filtering, anti-tarnishing and rust retarding for metal and plastic surfaces.
In electronics applications its products are used to etch copper and imprint
electrical patterns on circuit boards and in offshore oil and gas exploration
its chemicals and fluids are used in hydraulic systems as lubricants and
cleaning agents to assist in drilling and logging operations. The Printing
Solutions segment's complete line of offset printing blankets and photo-polymer
plates are used by commercial printing and packaging industries. These products
allow for image transfer in flexographic applications and in offset printing
applications. These products are used to improve print quality and productivity
for commercial printing. Printing Solutions also manufactures and markets a
complete line of digital printers with color graphics and other features.
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 executive management to assess performance of the
Corporation. The accounting policies of the business segments are the same as
those described in the Note 1 to Consolidated Financial Statements, Summary of
Significant Accounting Policies.
Net sales for all of the Corporation's products fall into these two
business segments. The business segment results of operations include certain
operating costs, which are allocated based on the relative burden each segment
has on those costs. Operating income amounts are evaluated 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 certain cash
accounts, equity method investments, deferred tax assets, deferred bond
financing fees and certain other long term assets not directly associated with
support of the individual operations.
Worldwide operations are summarized by business segment in the following tables:
(in thousands)
-------------- -------------- -------------------
Year Ended Nine Months Ended
-------------- -------------- -------------------
December 31, December 31, December 31,
2003 2002 2001
-------------- -------------- -------------------
Net sales to unaffiliated
customers:
Printing Solutions. . . . . . . $ 271,755 $ 282,896 $ 219,595
Advanced Surface Finishing. . . 348,131 328,594 252,415
-------------- -------------- -------------------
Consolidated Net Sales. . . . . $ 619,886 $ 611,490 $ 472,010
============== ============== ===================
Operating Profit:
Printing Solutions. . . . . . . $ 48,850 $ 48,844 $ 30,676
Advanced Surface Finishing. . . 53,601 42,493 35,822
-------------- -------------- -------------------
102,451 91,337 66,498
Amortization of Intangibles . . (3,301) (6,222) (6,079)
Impairment, Restructuring and
Merger Costs --- (982) (61,468)
Consolidated Operating Profit -------------- -------------- -------------------
(Loss). . . . . . . . . . . . . $ 99,150 $ 84,133 $ (1,049)
============== ============== ===================
Amortization:
Printing Solutions. . . . . . . $ 558 $ 600 $ 507
Advanced Surface Finishing. . . 2,743 5,622 5,572
-------------- -------------- -------------------
Consolidated Amortization . . . $ 3,301 $ 6,222 $ 6,079
============== ============== ===================
Depreciation:
Printing Solutions. . . . . . . $ 8,628 $ 9,209 $ 7,653
Advanced Surface Finishing. . . 6,759 6,799 6,666
Corporate . . . . . . . . . . . 406 353 346
-------------- -------------- -------------------
Consolidated Depreciation . . . $ 15,793 $ 16,361 $ 14,665
============== ============== ===================
Capital Expenditures:
Printing Solutions. . . . . . . $ 2,481 $ 3,195 $ 1,079
Advanced Surface Finishing. . . 6,348 2,521 2,829
Corporate 3,075 182 ---
Discontinued operations . . . . 623 1,379 3,026
-------------- -------------- -------------------
Consolidated Capital Spending.. $ 12,527 $ 7,277 $ 6,934
============== ============== ===================
Identifiable Assets:
Printing Solutions. . . . . . . $ 374,247 $ 380,087 $ 401,353
Advanced Surface Finishing. . . 234,950 166,436 207,253
Corporate . . . . . . . . . . . 88,038 65,409 49,983
Discontinued operations --- 95,961 132,296
-------------- -------------- -------------------
Consolidated Assets . . . . . . $ 697,235 $ 707,893 $ 790,885
============== ============== ===================
Worldwide operations are summarized by geographic region (determined by customer
location) in the following table:
(In thousands)
United Other Asia
States Americas Europe Pacific Consolidated
--------- --------- -------- --------- -------------
Year Ended December 31,
- ---------------------------
2003
- ---------------------------
Net sales to unaffiliated
customers . . . . . . . . . $247,883 $ 18,508 $220,568 $132,927 $ 619,886
Operating profit (loss) . . 38,199 4,057 29,560 27,334 99,150
Identifiable assets . . . . 205,251 9,748 394,580 87,656 697,235
Year Ended December 31,
- ---------------------------
2002
- ---------------------------
Net sales to unaffiliated
customers . . . . . . . . . $274,759 $ 20,376 $199,108 $117,247 $ 611,490
Operating profit (loss) . . 34,841 4,970 24,111 20,211 84,133
Identifiable assets . . . . 226,011 10,070 402,280 69,532 707,893
Nine Months Ended December
- ---------------------------
31, 2001
- ---------------------------
Net sales to unaffiliated
customers . . . . . . . . . $226,638 $ 16,129 $143,615 $ 85,628 $ 472,010
Operating profit (loss) . . (35,965) 3,811 18,056 13,049 (1,049)
Identifiable assets . . . . 212,384 13,191 481,842 83,468 790,885
11. COMMON AND TREASURY STOCK
The Corporation's Restated Certificate of Incorporation provides for 75 million
authorized common shares.
Common shares issued are summarized in the following table for the periods ended
December 31, as follows:
Common Stock Shares
---------- ----------- ----------
2003 2002 2001
---------- ----------- ----------
Balance - beginning of period. . . 46,639,757 46,409,757 45,408,464
Shares issued - options exercised 168,000 180,000 ---
Shares issued - stock awards 5,381 130,000 ---
Shares cancelled - stock awards --- (80,000) ---
Shares issued - warrants exercised --- --- 1,001,293
---------- ----------- ----------
Balance - end of period. . . . . . 46,813,138 46,639,757 46,409,757
========== =========== ==========
Between December 29, 1999 and April 30, 2001, there were 1,001,352
warrants held by Citicorp Venture Capital Ltd (CVC) which upon exercise of the
warrants, shares of the Corporation's common stock would be issued. Under the
terms of the warrants CVC may purchase the common shares at an exercise price of
approximately $.001 per share, at any time between December 29, 1999 and
December 29, 2004, inclusive. On May 1, 2001, the Corporation issued 311,520
common shares upon the exercise of the same number of warrants by CVC and
cancellation of 18 warrants to cover the exercise price. Then, on June 10, 2001
the Corporation issued 689,773 common shares upon the exercise of the same
number of warrants by CVC and cancellation of 41 warrants to cover the exercise
price. As a result, there are no longer any warrants for common stock of the
Corporation outstanding.
The Board of Directors has from time-to-time authorized the purchase of
issued and outstanding shares of the Corporation's common stock. Any future
repurchases under these authorizations 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 authorization will be held in the Corporation's treasury and
will be available for the Corporation to issue without further shareholder
action (except as required by applicable law or the rules of any securities
exchange on which the shares are then listed). Such shares may be used for
various corporate purposes, including contributions under existing or future
employee benefit plans, the acquisition of other businesses and the distribution
of stock dividends. 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. At December 31, 2003,
authorization to purchase 798,280 common shares remained outstanding.
Treasury stock activity is summarized in the following table for the years
ended December 31, as follows:
Treasury Stock Shares
----------- ---------- ----------
2003 2002 2001
----------- ---------- ----------
Balance - beginning of period 14,349,453 14,309,654 14,277,610
Shares acquired . . . . . . . 2,201,720 39,799 32,044
Shares released (2,569) --- ---
----------- ---------- ----------
Balance - end of period . . . 16,548,604 14,349,453 14,309,654
=========== ========== ==========
12. LEASE COMMITMENTS
The Corporation has leases that expire at various dates through 2013 for certain
office and warehouse space, transportation, computer and other equipment.
Contingent rentals are paid for warehouse space on the basis of the monthly
quantities of materials stored and for transportation and other equipment on the
basis of mileage or usage. Total rental expense for these leases amounted to
$8,883, $9,758 and $7,482 for 2003, 2002 and transition year 2001, respectively,
of which $1,017, $877 and $733, respectively, were contingent rentals. In
addition, the Corporation had leased equipment at customers, which were
generally subject to sublease agreements. Net rental expense for these sublease
agreements amounted to income of $368 for 2002 and $338 for transition year
2001.
Minimum lease commitments under operating leases for the fiscal years
subsequent to December 31, 2003 are as follows:
(In thousands)
Commitments
------------
2004 . . . $ 8,456
2005 . . . 3,142
2006 . . . 2,679
2007 . . . 2,199
2008 . . . 1,601
Thereafter 5,699
------------
Total . $ 23,776
============
13. OTHER INCOME (EXPENSE)
The major components of other income (expense) for the years ended December 31,
2003 and 2002, and the nine months ended December 31, 2001 were as follows:
(In thousands)
Year Ended Nine Months Ended
December 31, December 31, December 31,
------------- -------------- ------------------
2003 2002 2001
------------- -------------- ------------------
Miscellaneous income:
CVC call and put gain $ 2,214 $ --- ---
Acquisition provision reversal 919 --- ---
Interest rate swaps 633 --- ---
Foreign exchange 39 576 ---
Joint ventures 11 40 ---
Other 498 --- ---
------------- -------------- ------------------
Total miscellaneous income $ 4,314 $ 616 ---
============= ============== ==================
Miscellaneous expense:
Interest rate swaps --- ($2,611) ($410)
Foreign exchange --- --- (355)
Other --- (656) (470)
------------- -------------- ------------------
Total miscellaneous expense --- ($3,267) ($1,235)
============= ============== ==================
14. CONTINGENCIES, 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
liability 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 is named as a potentially responsible party ("PRP") at two
Superfund sites. There are many other PRPs involved at 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. Issues at a third site were resolved during the quarter ended
September 30, 2003. 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 ("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 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 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 alleged 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. As of June 30, 2003, the Corporation had
paid the full amounts for both of these arrangements. The Corporation has
performed certain environmental audits and other environmentally related actions
and was placed on a two-year probation, which ended November 28, 2003. 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.
15. FINANCIAL INFORMATION FOR GUARANTORS OF THE CORPORATION'S BOND OFFERING
The Corporation issued 9 1/8% Senior Subordinated Notes ("Bond Offering")
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 existing long-term debt. This Bond Offering is 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
Bond Offering. The Corporation's foreign subsidiaries are not guarantors of the
indebtedness under the Bond Offering. The following financial information is
presented to give additional disclosures to the Corporation's Consolidated
Financial Statements, with respect to: a) MacDermid, Incorporated (as the
issuer), b) the Guarantors, c) the non-guarantor subsidiaries, d) elimination
entries and e) the Corporation on a consolidated basis for and as of the years
ended December 31, 2003, 2002 and the transition year ended December 31, 2001.
The equity method has been used by the Corporation with respect to investments
in subsidiaries. The equity method also has been used by subsidiary guarantors
with respect to investments in 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 of the Corporation.
CONSOLIDATED STATEMENTS OF EARNINGS YEAR ENDED DECEMBER 31, 2003
MacDermid
Incorporated
MacDermid Guarantor Nonguarantor Discontinued and
Incorporated Subsidiaries Subsidiaries Operations Eliminations Subsidiaries
-------------- -------------- -------------- ------------- -------------- --------------
Net sales . . . . . . . $ 88,377 $ 167,451 $ 380,528 -- $ (16,470) $ 619,886
Cost of sales . . . . . 58,294 77,330 210,117 -- (16,470) 329,271
-------------- -------------- -------------- ------------- -------------- --------------
Gross profit. . . . . . 30,083 90,121 170,411 -- -- 290,615
Operating expenses:
Selling, technical and
administrative. . . . . 47,826 36,152 104,186 -- -- 188,164
Amortization of
intangibles . . . . . . -- 2,136 1,165 -- -- 3,301
-------------- -------------- -------------- ------------- -------------- --------------
47,826 38,288 105,351 -- -- 191,465
-------------- -------------- -------------- ------------- -------------- --------------
Operating profit (loss) (17,743) 51,833 65,060 -- -- 99,150
Other income
(expense):
Equity in earnings of
subsidiaries. . . . . . 97,767 61,825 5,592 -- (165,184) --
Interest income . . . . 142 173 558 -- -- 873
Interest expense. . . . (32,271) 4,570 (3,350) -- -- (31,051)
Miscellaneous income. . 3,558 302 454 -- -- 4,314
Miscellaneous expense . -- -- -- -- -- --
-------------- -------------- -------------- ------------- -------------- --------------
69,196 66,870 3,254 -- (165,184) (25,864)
-------------- -------------- -------------- ------------- -------------- --------------
Earnings (loss) from
continuing operations
before taxes and
cumulative effect of
accounting change . . . 51,453 118,703 68,314 -- (165,184) 73,286
Income taxes benefit
(expense) . . . . . . . 3,959 (20,936) (6,489) -- -- (23,466)
Discontinued
operations, net of tax. -- -- -- 5,592 -- 5,592
Cumulative effect of
accounting change, net
of tax. . . . . . . . . 1,014 -- -- -- -- 1,014
-------------- -------------- -------------- ------------- -------------- --------------
Net earnings (loss) . . $ 56,426 $ 97,767 $ 61,825 $ 5,592 $ (165,184) $ 56,426
============== ============== ============== ============= ============== ==============
CONSOLIDATED STATEMENTS OF EARNINGS YEAR ENDED DECEMBER 31, 2002
MacDermid
Incorporated
MacDermid Guarantor Nonguarantor Discontinued and
Incorporated Subsidiaries Subsidiaries Operations Eliminations Subsidiaries
-------------- -------------- -------------- -------------- -------------- --------------
Net sales . . . . . . . $ 95,004 $ 182,348 $ 349,695 -- $ (15,557) $ 611,490
Cost of sales . . . . . 63,916 89,510 199,143 -- (15,557) 337,012
-------------- -------------- -------------- -------------- -------------- --------------
Gross profit. . . . . . 31,088 92,838 150,552 -- -- 274,478
Operating expenses:
Selling, technical and
administrative. . . . . 48,882 40,393 93,866 -- -- 183,141
Amortization of
intangibles . . . . . . 3,208 1,907 1,107 -- -- 6,222
Impairment,
restructuring and
merger costs. . . . . . 470 512 -- -- -- 982
-------------- -------------- -------------- -------------- -------------- --------------
52,560 42,812 94,973 -- -- 190,345
-------------- -------------- -------------- -------------- -------------- --------------
Operating profit (loss) (21,472) 50,026 55,579 -- -- 84,133
Other income
(expense):
Equity in earnings of
subsidiaries. . . . . . 41,050 13,548 (22,128) -- (32,470) --
Interest income . . . . 70 88 417 -- -- 575
Interest expense. . . . (22,795) (5,106) (6,557) -- -- (34,458)
Miscellaneous income. . -- 194 422 -- -- 616
Miscellaneous expense . (2,528) -- (739) -- -- (3,267)
-------------- -------------- -------------- -------------- -------------- --------------
15,797 8,724 (28,585) -- (32,470) (36,534)
-------------- -------------- -------------- -------------- -------------- --------------
Earnings (loss) from
continuing operations
before taxes. . . . . . (5,675) 58,750 26,994 -- (32,470) 47,599
Income taxes benefit
(expense) . . . . . . . 15,024 (17,700) (13,446) -- -- (16,122)
Discontinued
operations, net of tax. -- -- -- (22,128) -- (22,128)
-------------- -------------- -------------- -------------- -------------- --------------
Net earnings (loss) . . $ 9,349 $ 41,050 $ 13,548 $ (22,128) $ (32,470) $ 9,349
============== ============== ============== ============== ============== ==============
CONSOLIDATED STATEMENTS OF EARNINGS NINE MONTHS ENDED DECEMBER 31, 2001
MacDermid
Incorporated
MacDermid Guarantor Nonguarantor Discontinued and
Incorporated Subsidiaries Subsidiaries Operations Eliminations Subsidiaries
-------------- -------------- -------------- -------------- -------------- --------------
Net sales . . . . . . . $ 80,810 $ 144,230 $ 262,309 -- $ (15,339) $ 472,010
Cost of sales . . . . . 56,389 74,874 152,588 -- (15,339) 268,512
-------------- -------------- -------------- -------------- -------------- --------------
Gross profit. . . . . . 24,421 69,356 109,721 -- -- 203,498
Operating expenses:
Selling, technical and
administrative. . . . . 31,966 38,866 66,168 -- -- 137,000
Amortization of
intangibles . . . . . . 3,095 2,489 495 -- -- 6,079
Impairment and
restructuring costs . . 9,108 50,388 1,972 -- -- 61,468
-------------- -------------- -------------- -------------- -------------- --------------
44,169 91,743 68,635 -- -- 204,547
-------------- -------------- -------------- -------------- -------------- --------------
Operating profit (loss) (19,748) (22,387) 41,086 -- -- (1,049)
Other income
(expense):
Equity in earnings of
subsidiaries. . . . . . (23,532) 16,330 (11,624) -- 18,826 --
Interest income . . . . 127 176 479 -- -- 782
Interest expense. . . . (15,539) (11,261) 1,705 -- -- (25,095)
Miscellaneous income. . -- -- -- -- -- --
Miscellaneous expense . 950 (14) (2,171) -- -- (1,235)
-------------- -------------- -------------- -------------- -------------- --------------
(37,994) 5,231 (11,611) -- 18,826 (25,548)
-------------- -------------- -------------- -------------- -------------- --------------
Earnings (loss) from
continuing operations
before taxes. . . . . . (57,742) (17,156) 29,475 -- 18,826 (26,597)
Income taxes benefit
(expense) . . . . . . . 28,830 (6,376) (13,145) -- -- 9,309
Discontinued
operations, net of tax. -- -- -- (11,624) -- (11,624)
-------------- -------------- -------------- -------------- -------------- --------------
Net earnings (loss) . . $ (28,912) $ (23,532) $ 16,330 $ (11,624) $ 18,826 $ (28,912)
============== ============== ============== ============== ============== ==============
CONSOLIDATED BALANCE SHEET DECEMBER 31, 2003
MacDermid
Incorporated
MacDermid Guarantor Nonguarantor and
Incorporated Subsidiaries Subsidiaries Eliminations Subsidiaries
------------- ------------- -------------- -------------- -------------
ASSETS
- ----------------------------------
Current assets:
Cash and equivalents . . . . . . . $ 18,295 $ 1,286 $ 41,713 $ -- $ 61,294
Accounts receivables, net. . . . . 10,598 16,523 110,028 -- 137,149
Due (to)/from affiliates . . . . . 89,236 12,554 (101,790) -- --
Inventories. . . . . . . . . . . . 6,417 23,343 46,015 -- 75,775
Prepaid expenses . . . . . . . . . 1,188 1,925 5,024 -- 8,137
Deferred income taxes. . . . . . . 17,890 -- 5,070 -- 22,960
------------- ------------- -------------- -------------- -------------
Total current assets . . . . . . . 143,624 55,631 106,060 -- 305,315
------------- ------------- -------------- -------------- -------------
Property, plant and equipment, net 13,962 39,386 60,294 -- 113,642
Goodwill, net. . . . . . . . . . . 21,680 68,574 103,946 -- 194,200
Intangibles, net . . . . . . . . . -- 5,672 24,389 -- 30,061
Deferred income taxes. . . . . . . 29,601 -- 2,158 -- 31,759
Investments in subsidiaries. . . . 391,289 232,851 -- (624,140) --
Other assets, net. . . . . . . . . 8,196 6,532 7,530 -- 22,258
------------- ------------- -------------- -------------- -------------
$ 608,352 $ 408,646 $ 304,377 $ (624,140) $ 697,235
============= ============= ============== ============== =============
MacDermid
Incorporated
MacDermid Guarantor Nonguarantor and
Incorporated Subsidiaries Subsidiaries Eliminations Subsidiaries
-------------- -------------- -------------- -------------- --------------
LIABILITIES AND
SHAREHOLDERS'
EQUITY
Current liabilities:
Notes payable. . . . . . . . $ -- $ -- $ 940 $ -- $ 940
Current installments of long
term obligations . . . . . . -- 146 412 -- 558
Accounts payable . . . . . . 7,373 7,267 38,513 -- 53,153
Dividend payable . . . . . . 908 -- -- -- 908
Accrued compensation . . . . 3,534 2,025 6,301 -- 11,860
Accrued interest . . . . . . 12,658 -- 74 -- 12,732
Accrued expenses other . . . 12,965 6,486 22,801 -- 42,252
Income taxes . . . . . . . . 13,095 882 (10,757) -- 3,220
-------------- -------------- -------------- -------------- --------------
Total current liabilities. . 50,533 16,806 58,284 -- 125,623
Long-term obligations. . . . 300,265 524 414 -- 301,203
Accrued postretirement . . . 15,123 -- 5,556 -- 20,679
Other long term. . . . . . . 3,419 27 1,040 -- 4,486
Deferred income taxes. . . . -- -- 6,232 -- 6,232
-------------- -------------- -------------- -------------- --------------
Total liabilities . . . . 369,340 17,357 71,526 -- 458,223
Shareholders' equity:
Common stock . . . . . . . . 46,813 (50) 3,747 (3,697) 46,813
Additional paid-in capital . 25,884 207,561 106,939 (314,500) 25,884
Retained earnings. . . . . . 278,705 187,362 119,195 (306,557) 278,705
Accumulated other
comprehensive income:
Foreign currency translation 13,074 (3,584) 2,970 614 13,074
Additional minimum pension
liability. . . . . . . . . . (10,719) -- -- -- (10,719)
Less cost common shares in
treasury . . . . . . . . . . (114,745) -- -- -- (114,745)
-------------- -------------- -------------- -------------- --------------
Total shareholders' equity . 239,012 391,289 232,851 (624,140) 239,012
-------------- -------------- -------------- -------------- --------------
$ 608,352 $ 408,646 $ 304,377 $ (624,140) $ 697,235
============== ============== ============== ============== ==============
CONSOLIDATED BALANCE SHEET DECEMBER 31, 2002
MacDermid
Incorporated
MacDermid Guarantor Nonguarantor Discontinued and
Incorporated Subsidiaries Subsidiaries Operations Eliminations Subsidiaries
------------- -------------- -------------- -------------- -------------- -------------
ASSETS
- ------------------------
Current assets:
Cash and 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, net. . . . . . 21,680 68,574 103,946 -- -- 194,200
Intangibles, net . . . . -- 6,686 25,049 90 -- 31,825
Deferred income taxes. . 31,312 -- 185 689 -- 32,186
Investments in
subsidiaries . . . . . . 314,126 225,676 (21,318) -- (518,484) --
Other assets, net. . . . 8,173 10,130 8,537 1,643 -- 28,483
------------- -------------- -------------- -------------- -------------- -------------
$ 573,918 $ 336,056 $ 299,634 $ 16,769 $ (518,484) $ 707,893
============= ============== ============== ============== ============== =============
MacDermid
Incorporated
MacDermid Guarantor Nonguarantor Discontinued and
Incorporated Subsidiaries Subsidiaries Operations 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 payable . . . . . 11,208 7,975 30,347 14,289 -- 63,819
Dividend payable . . . . . 646 -- -- -- -- 646
Accrued compensation . . . 2,883 2,756 5,244 677 -- 11,560
Accrued interest . . . . . 12,953 -- 11 79 -- 13,043
Accrued expenses other . . 14,316 7,494 19,336 2,068 -- 43,214
Income taxes . . . . . . . (4,763) 2,804 6,201 (515) -- 3,727
-------------- -------------- -------------- -------------- -------------- --------------
Total current liabilities. 37,243 21,175 63,322 25,623 -- 147,363
Long-term obligations. . . 300,156 705 719 8,657 -- 310,237
Accrued postretirement . . 15,462 -- 4,226 -- -- 19,688
Other long term. . . . . . 3,319 50 972 118 -- 4,459
Deferred income taxes. . . -- -- 4,719 816 -- 5,535
-------------- -------------- -------------- -------------- -------------- --------------
Total liabilities . . . 356,180 21,930 73,958 35,214 -- 487,282
Minority interests . . . . -- -- -- 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
Accumulated other
comprehensive income:
Foreign currency
translation. . . . . . . . (5,372) (8,962) (2,903) (1,664) 13,529 (5,372)
Additional minimum
pension liability. . . . . (10,414) -- -- -- -- (10,414)
Less cost 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 STATEMENTS OF CASH FLOWS YEAR ENDED DECEMBER 31, 2003
MacDermid
Incorporated
MacDermid Guarantor Nonguarantor Discontinued and
Incorporated Subsidiaries Subsidiaries Operations Eliminations Subsidiaries
-------------- -------------- -------------- -------------- -------------- --------------
Cash flows from
operating activities:
Net earnings (loss) . . . . 56,426 97,767 61,825 5,592 (165,184) 56,426
Earnings from
discontinued operations,
net of tax. . . . . . . . . -- -- -- (5,592) -- (5,592)
-------------- -------------- -------------- -------------- -------------- --------------
Earnings (loss) from
continuing operations . . . 56,426 97,767 61,825 -- (165,184) 50,834
Adjustments to reconcile
earnings (loss) from
continuing operations to
net cash provided by
operating activities:
Depreciation. . . . . . . . 2,458 5,152 8,183 -- -- 15,793
Amortization. . . . . . . . -- 2,136 1,165 -- -- 3,301
Provision for bad debts . . 250 119 2,237 -- -- 2,606
Deferred income taxes . . . 21,797 -- (9,703) -- -- 12,094
Stock compensation. . . . . 2,874 411 934 -- -- 4,219
Equity in (earnings) /
losses of subsidiaries. . . (97,767) (61,825) (5,592) -- 165,184 --
Changes in assets and
liabilities net of effects
of acquisitions and
dispositions:
Decrease (increase) in
receivables . . . . . . . . (286) 4,680 (944) -- -- 3,450
Decrease (increase) due
to/from affiliates. . . . . (4,468) 2,443 2,025 -- -- --
Decrease (increase) in
inventories . . . . . . . . 2,585 2,681 2,793 -- -- 8,059
Decrease (increase) in
prepaid expenses. . . . . . (701) (602) (980) -- -- (2,283)
Decrease (increase) in
equipment at customers. . . (1,125) 2,091 2,932 -- -- 3,898
Increase (decrease) in
accounts payable. . . . . . (3,572) (691) 3,063 -- -- (1,200)
Increase (decrease) in
accrued expenses. . . . . . 338 (1,763) 998 -- -- (427)
Increase (decrease) in
income tax liabilities. . . (3,055) (1,923) (3,912) -- -- (8,890)
Other . . . . . . . . . . . 1,654 (794) 1,592 -- -- 2,452
-------------- -------------- -------------- -------------- -------------- --------------
Cash provided by
continuing operations . . . (22,592) 49,882 66,616 -- -- 93,906
Cash provided by
discontinued operations . . -- -- -- (3,135) -- (3,135)
-------------- -------------- -------------- -------------- -------------- --------------
Cash flows provided by
operating activities. . . . (22,592) 49,882 66,616 (3,135) -- 90,771
-------------- -------------- -------------- -------------- -------------- --------------
Cash flows from
Investing activities:
Capital expenditures. . . . (3,854) (1,917) (6,133) (623) -- (12,527)
Proceeds from
disposition of fixed
assets. . . . . . . . . . . 1,590 -- 233 -- -- 1,823
Disposition of business . . -- -- -- 5,000 -- 5,000
-------------- -------------- -------------- -------------- -------------- --------------
Net cash flows (used in)
investing activities. . . . (2,264) (1,917) (5,900) 4,377 -- (5,704)
-------------- -------------- -------------- -------------- -------------- --------------
Cash flows financing
activities:
Short-term (repayments)
borrowings - net. . . . . . 42,724 (40,364) (3,728) (112) -- (1,480)
Long-term borrowings. . . . -- -- -- 3,570 -- 3,570
Long-term repayments. . . . -- -- (383) (4,984) -- (5,367)
Exercise of stock
options . . . . . . . . . . 812 -- -- -- -- 812
Acquisition of treasury
stock . . . . . . . . . . . (51,753) -- -- -- -- (51,753)
Dividends paid. . . . . . . 37,215 (8,629) (31,694) -- -- (3,108)
-------------- -------------- -------------- -------------- -------------- --------------
Net cash flows provided
by/(used in) financing
activities. . . . . . . . . 28,998 (48,993) (35,805) (1,526) -- (57,326)
-------------- -------------- -------------- -------------- -------------- --------------
Effect of exchange rate
changes on cash and
cash
equivalents . . . . . . . . -- -- 1,534 -- -- 1,534
-------------- -------------- -------------- -------------- -------------- --------------
Net increase (decrease)
in cash and cash
equivalents . . . . . . . . 4,142 (1,028) 26,445 (284) -- 29,275
Cash and cash
equivalents at beginning
of year . . . . . . . . . . 14,153 2,314 15,268 284 -- 32,019
-------------- -------------- -------------- -------------- -------------- --------------
Cash and cash
equivalents at end of
year. . . . . . . . . . . . $ 18,295 $ 1,286 $ 41,713 $ -- $ -- $ 61,294
============== ============== ============== ============== ============== ==============
CONSOLIDATED STATEMENTS OF CASH FLOWS YEAR ENDED DECEMBER 31, 2002
MacDermid
Incorporated
MacDermid Guarantor Nonguarantor Discontinued and
Incorporated Subsidiaries Subsidiaries Operations Eliminations Subsidiaries
-------------- -------------- -------------- -------------- -------------- --------------
Cash flows from
operating activities:
Net earnings (loss) . . . . 9,349 41,050 13,548 (22,128) (32,470) 9,349
Loss from discontinued
operations, net of tax. . . -- -- -- 22,128 -- 22,128
-------------- -------------- -------------- -------------- -------------- --------------
Earnings (loss) from
continuing operations . . . 9,349 41,050 13,548 -- (32,470) 31,477
Adjustments to
reconcile earnings
(loss) from continuing
operations to net cash
provided by operating
activities:
Depreciation. . . . . . . . 2,372 6,293 7,696 -- -- 16,361
Amortization. . . . . . . . 3,208 1,907 1,107 -- -- 6,222
Provision for bad debts . . 750 468 3,555 -- -- 4,773
Deferred income taxes . . . 4,656 40 2,351 -- -- 7,047
Stock compensation. . . . . 3,376 606 46 -- -- 4,028
Equity in (earnings) /
losses of subsidiaries. . . (41,050) (13,548) 22,128 -- 32,470 --
Impairment charge . . . . . 470 512 -- -- -- 982
Changes in assets and
liabilities net of effects
of acquisitions and
dispositions:
Decrease (increase) in
receivables . . . . . . . . 3,048 6,318 14,241 -- -- 23,607
Decrease (increase) due
to/from affiliates. . . . . 764 7,361 (8,125) -- -- --
Decrease (increase) in
inventories . . . . . . . . 8,440 9,579 11,294 -- -- 29,313
Decrease (increase) in
prepaid expenses. . . . . . 291 1,384 1,209 -- -- 2,884
Decrease (increase) in
equipment at customers. . . 711 306 402 -- -- 1,419
Increase (decrease) in
accounts payable. . . . . . 2,581 (1,116) (2,064) -- -- (599)
Increase (decrease) in
accrued expenses. . . . . . 9,163 (5,856) (6,838) -- -- (3,531)
Increase (decrease) in
income tax liabilities. . . (4,374) (4,982) 704 -- -- (8,652)
Other . . . . . . . . . . . 11,052 (1,611) (7,460) -- -- 1,981
-------------- -------------- -------------- -------------- -------------- --------------
Cash provided by
continuing operations . . . 14,807 48,711 53,794 -- -- 117,312
Cash provided by
discontinued operations . . -- -- -- 8,881 -- 8,881
-------------- -------------- -------------- -------------- -------------- --------------
Cash flows provided by
operating activities. . . . 14,807 48,711 53,794 8,881 -- 126,193
-------------- -------------- -------------- -------------- -------------- --------------
Cash flows from
Investing activities:
Capital expenditures. . . . (1,020) (2,303) (2,575) (1,379) -- (7,277)
Proceeds from
disposition of fixed
assets. . . . . . . . . . . 507 1,998 226 159 -- 2,890
-------------- -------------- -------------- -------------- -------------- --------------
Net cash flows (used
in) investing activities. . (513) (305) (2,349) (1,220) -- (4,387)
-------------- -------------- -------------- -------------- -------------- --------------
Cash flows financing
activities:
Short-term
(repayments)
borrowings - net. . . . . . 48,589 (34,516) (25,019) (7,410) -- (18,356)
Long-term borrowings. . . . 79,599 -- -- 3,012 -- 82,611
Long-term repayments. . . . (158,507) -- (6,198) (3,571) -- (168,276)
Exercise of stock
options . . . . . . . . . . 360 -- -- -- -- 360
Acquisition of treasury
stock . . . . . . . . . . . (822) -- -- -- -- (822)
Dividends paid. . . . . . . 26,221 (13,457) (15,345) -- -- (2,581)
-------------- -------------- -------------- -------------- -------------- --------------
Net cash flows
provided by/(used in)
financing activities. . . . (4,560) (47,973) (46,562) (7,969) -- (107,064)
-------------- -------------- -------------- -------------- -------------- --------------
Effect of exchange rate
changes on cash and
cash equivalents. . . . . . -- -- 70 140 -- 210
-------------- -------------- -------------- -------------- -------------- --------------
Net increase (decrease)
in cash and cash
equivalents . . . . . . . . 9,734 433 4,953 (168) -- 14,952
Cash and cash
equivalents at
beginning of year . . . . . 4,419 1,881 10,261 506 -- 17,067
-------------- -------------- -------------- -------------- -------------- --------------
Cash and cash
equivalents at end of
year. . . . . . . . . . . . $ 14,153 $ 2,314 $ 15,214 $ 338 $ -- $ 32,019
============== ============== ============== ============== ============== ==============
CONSOLIDATED STATEMENTS OF CASH FLOWS NINE MONTHS ENDED DECEMBER 31, 2001
MacDermid
Incorporated
MacDermid Guarantor Nonguarantor Discontinued and
Incorporated Subsidiaries Subsidiaries Operations Eliminations Subsidiaries
-------------- -------------- -------------- -------------- -------------- --------------
Cash flows from
operating activities:
Net earnings (loss) . . . . (28,912) (23,532) 16,330 (11,624) 18,826 (28,912)
Loss from discontinued
operations, net of tax. . . -- -- -- 11,624 -- 11,624
-------------- -------------- -------------- -------------- -------------- --------------
Earnings (loss) from
continuing operations . . . (28,912) (23,532) 16,330 -- 18,826 (17,288)
Adjustments to
reconcile earnings
(loss) from continuing
operations to net cash
provided by operating
activities:
Depreciation. . . . . . . . 2,894 5,736 6,035 -- -- 14,665
Amortization. . . . . . . . 3,095 2,489 495 -- -- 6,079
Provision for bad debts . . 1,774 1,877 1,690 -- -- 5,341
Deferred income taxes . . . (21,960) (319) 421 -- -- (21,858)
Stock compensation. . . . . 664 -- -- -- -- 664
Equity in (earnings) /
losses of subsidiaries. . . 23,532 (16,330) 11,624 -- (18,826) --
Impairment charge . . . . . 7,720 42,110 1,972 -- -- 51,802
Changes in assets and
liabilities net of effects
of acquisitions and
dispositions:
Decrease (increase) in
receivables . . . . . . . . 5,663 6,257 7,745 -- -- 19,665
Decrease (increase) due
to/from affiliates. . . . . (4,247) (772) 5,019 -- -- --
Decrease (increase) in
inventories . . . . . . . . 10,280 13,323 3,070 -- -- 26,673
Decrease (increase) in
prepaid expenses. . . . . . (1,512) (259) 45 -- -- (1,726)
Decrease (increase) in
equipment at customers. . . 585 299 (443) -- -- 441
Increase (decrease) in
accounts payable. . . . . . (5,331) (5,914) (2,937) -- -- (14,182)
Increase (decrease) in
accrued expenses. . . . . . 17,755 (528) (1,325) -- -- 15,902
Increase (decrease) in
income tax liabilities. . . 1,919 3,650 (5,127) -- -- 442
Other . . . . . . . . . . . (2,498) 373 1,958 -- -- (167)
-------------- -------------- -------------- -------------- -------------- --------------
Cash provided by
continuing operations . . . 11,421 28,460 46,572 -- -- 86,453
Cash provided by
discontinued operations . . -- -- -- (2,888) -- (2,888)
-------------- -------------- -------------- -------------- -------------- --------------
Cash flows provided by
operating activities. . . . 11,421 28,460 46,572 (2,888) -- 83,565
-------------- -------------- -------------- -------------- -------------- --------------
Cash flows from
Investing activities:
Capital expenditures. . . . (242) (1,023) (2,643) (3,026) -- (6,934)
Proceeds from
disposition of fixed
assets. . . . . . . . . . . 202 7 1,974 248 -- 2,431
-------------- -------------- -------------- -------------- -------------- --------------
Net cash flows (used
in) investing activities. . (40) (1,016) (669) (2,778) -- (4,503)
-------------- -------------- -------------- -------------- -------------- --------------
Cash flows financing
activities:
Short-term
(repayments)
borrowings - net. . . . . . 80,484 (11,223) (74,783) 2,700 -- (2,822)
Long-term borrowings. . . . 336,500 -- 47,357 4,489 -- 388,346
Long-term repayments. . . . (428,406) (9,812) (7,427) (2,456) -- (448,101)
Bond financing fees . . . . (8,837) -- -- -- -- (8,837)
Acquisition of treasury
stock . . . . . . . . . . . (635) -- -- -- -- (635)
Dividends paid. . . . . . . 9,629 (6,761) (4,797) -- -- (1,929)
-------------- -------------- -------------- -------------- -------------- --------------
Net cash flows
provided by/(used in)
financing activities. . . . (11,265) (27,796) (39,650) 4,733 -- (73,978)
-------------- -------------- -------------- -------------- -------------- --------------
Effect of exchange rate
changes on cash and
cash equivalents. . . . . . 2 -- (577) 12 -- (563)
-------------- -------------- -------------- -------------- -------------- --------------
Net increase (decrease)
in cash and cash
equivalents . . . . . . . . 118 (352) 5,676 (921) -- 4,521
Cash and cash
equivalents at
beginning of year . . . . . 4,301 2,233 4,585 1,427 -- 12,546
-------------- -------------- -------------- -------------- -------------- --------------
Cash and cash
equivalents at end of
year. . . . . . . . . . . . $ 4,419 $ 1,881 $ 10,261 $ 506 $ -- $ 17,067
============== ============== ============== ============== ============== ==============
MANAGEMENT'S STATEMENT OF FINANCIAL RESPONSIBILITY
MacDermid, Incorporated (Logo)
245 Freight Street
Waterbury, CT 06702
To The Shareholders
MacDermid, Incorporated
The financial information in this report, including the audited
consolidated financial statements, has been prepared by management. Preparation
of consolidated financial statements and related data involves the use of
judgment. Accounting principles used in preparing consolidated financial
statements are those that are generally accepted in the United States.
To safeguard corporate assets, it is important to have a sound but dynamic
system of internal controls and procedures that balances benefits and costs.
The Corporation employs professional financial management whose responsibilities
include implementing and overseeing the financial control system, reporting on
management's stewardship of assets entrusted to it by share owners and
performing accurate and proper maintenance of the accounts.
Management has long recognized its responsibility for conducting the
affairs of the Corporation and its affiliates in an ethical and socially
responsible manner. MacDermid, Incorporated is dedicated to the highest
standards of integrity. Integrity is not an occasional requirement, but a
continuing commitment.
KPMG LLP conducts an objective, independent review of management's
fulfillment of its obligations relating to the fairness of reported operating
results and financial condition. Their report for 2003 appears below this
statement.
The Audit Committee of the Board of Directors, consisting solely of
directors independent of MacDermid, Incorporated, maintains an ongoing appraisal
on behalf of the share owners of the effectiveness of the independent auditors
and the Corporation's staff of financial and operating management with respect
to the financial and internal controls.
/s/Gregory M. Bolingbroke /s/Daniel H. Leever
Senior Vice President, Finance Chairman of the Board and
Chief Executive Officer
INDEPENDENT AUDITORS' REPORT
KPMG LLP (Logo)
Certified Public Accountants
One Financial Plaza
Hartford, CT 06103-4103
The Board of Directors and Shareholders
MacDermid, Incorporated
We have audited the accompanying consolidated balance sheets of MacDermid,
Incorporated and subsidiaries as of December 31, 2003 and 2002, and the related
consolidated statements of earnings, comprehensive income, cash flows and
changes in shareholders' equity for the years ended December 31, 2003 and 2002
and the nine months ended December 31, 2001. These consolidated financial
statements are the responsibility of the company's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of MacDermid,
Incorporated and subsidiaries as of December 31, 2003 and 2002, and the results
of their operations and their cash flows for the years ended December 31, 2003
and 2002 and the nine months ended December 31, 2001 in conformity with
accounting principles generally accepted in the United States of America.
As discussed in Note 1 to Consolidated Financial Statements, Summary of
Significant Accounting Policies, effective July 1, 2003, the Corporation adopted
Statement of Financial Accounting Standards No. 150, Accounting for Certain
Financial Instruments with Characteristics of both Liabilities and Equity.
/s/KPMG LLP
February 9, 2004
FIVE YEAR SELECTED FINANCIAL DATA
(In thousands, except per share amounts)
Nine
Twelve Months Twelve
Months Ended Ended Months Ended
December 31, December 31, March 31,
2003 2002 2001 2001 2000
----------- --------- -------------- --------- ---------
OPERATING RESULTS
- ---------------------------------------------
Net sales . . . . . . . . . . . . . . . . . . $ 619,886 $611,490 $ 472,010 $759,642 $758,080
Earnings (loss) from continuing operations
before extraordinary charge and cumulative
Effect of accounting change . . . . . . . $ 49,820 $ 31,477 $ (17,288) $ 43,753 $ 49,120
Earnings (loss) from discontinued
operations, net of tax. . . . . . . . . . . $ 5,592 $(22,128) $ (11,624) $ (8,949) --
Cumulative effect of accounting change,
net of tax. . . . . . . . . . . . . . . . . $ 1,014 -- -- -- --
Extraordinary charge for early retirement
of debt, net of tax . . . . . . . . . . . . -- -- -- -- $ (3,762)
Net earnings (loss) . . . . . . . . . . . . . $ 56,426 $ 9,349 $ (28,912) $ 34,804 $ 45,358
Diluted per common share information:
Earnings (loss) from continuing operations. . $ 1.59 $ 0.98 $ (0.54) $ 1.35 $ 1.52
Earnings (loss) from discontinued operations. $ 0.18 $ (0.69) $ (0.37) $ (0.28) --
Cumulative effect of accounting change. . . . $ 0.03 -- -- -- --
Extraordinary charge. . . . . . . . . . . . . -- -- -- -- $ (0.12)
Net earnings (loss) . . . . . . . . . . . . . $ 1.80 $ 0.29 $ (0.91) $ 1.07 $ 1.40
FINANCIAL POSITION AT YEAR END
- ---------------------------------------------
Total assets. . . . . . . . . . . . . . . . . $ 697,235 $707,893 $ 790,885 $884,825 $790,492
Long-term debt (includes short-term portion). $ 301,761 $316,467 $ 397,402 $459,102 $404,461
SHARE DATA
- ---------------------------------------------
Cash dividends per common share . . . . . . . $ 0.10 $ 0.08 $ 0.06 $ 0.08 $ 0.08
SELECTED QUARTERLY FINANCIAL DATA
(UNAUDITED)
(In thousands, except share and per share amounts)
2003 by Quarters
-------- -------- ---------- ---------- --------
March June September December Total
-------- -------- ---------- ---------- --------
Net sales . . . . . . . . . . . . . . . . . . $152,803 $155,320 $ 149,658 $ 162,105 $619,886
Gross profit. . . . . . . . . . . . . . . . . $ 72,542 $ 73,793 $ 69,917 $ 74,363 $290,615
Earnings from continuing operations before
cumulative effect of accounting change. . . . $ 11,668 $ 12,134 $ 12,361 $ 13,657 $ 49,820
Net earnings. . . . . . . . . . . . . . . . . $ 11,566 $ 12,130 $ 13,440 $ 19,290 $ 56,426
Diluted earnings per common share
From continuing operations. . . . . . . . . . $ 0.36 $ 0.38 $ 0.40 $ 0.45 $ 1.59
Diluted net earnings per common share . . . . $ 0.36 $ 0.38 $ 0.43 $ 0.63 $ 1.80
2002 by Quarters
-------- -------- ---------- ---------- --------
March June September December Total
-------- -------- ---------- ---------- --------
Net sales . . . . . . . . . . . . . . . . . . $147,911 $155,244 $ 151,430 $ 156,905 $611,490
Gross profit. . . . . . . . . . . . . . . . . $ 66,943 $ 72,848 $ 69,067 $ 65,620 $274,478
Earnings from continuing operations before
Cumulative effect of accounting change. . . . $ 7,085 $ 9,285 $ 8,575 $ 6,532 $ 31,477
Net earnings (loss) . . . . . . . . . . . . . $ 7,332 $ 9,673 $ 8,665 $ (16,321) $ 9,349
Diluted earnings per common share
from continuing operations. . . . . . . . . . $ 0.22 $ 0.29 $ 0.27 $ 0.20 $ 0.98
Diluted net earnings (loss) per common share. $ 0.23 $ 0.30 $ 0.27 $ (0.51) $ 0.29
MARKET RANGE TRADING RECORD
2003 2002
------ ------
QUARTER . . . . . . . . . High Low High Low
------ ------ ------ ------
March . . . . . . . . . . $23.84 $20.10 $23.44 $16.49
June. . . . . . . . . . . $27.08 $20.16 $23.49 $19.37
September . . . . . . . . $29.68 $26.05 $22.16 $16.97
December. . . . . . . . . $34.84 $26.50 $24.30 $19.18
Closing price December 31 $34.24 $22.85
DIVIDEND RECORD
------- -------
2003 2002
------- -------
Record Payable Amount Record Payable Amount
Date Date Declared Date Date Declared
-------- ------- --------- -------- ------- ---------
QUARTER
March . . 3/17/03 4/1/03 $ 0.02 3/15/02 4/2/02 $ 0.02
June. . . 6/16/03 7/1/03 $ 0.02 6/17/02 7/1/02 $ 0.02
September 9/15/03 10/1/03 $ 0.03 9/16/02 10/1/02 $ 0.02
December. 12/15/03 1/2/04 $ 0.03 12/16/02 1/3/03 $ 0.02
CORPORATE INFORMATION
DIRECTORS:
Daniel H. Leever, Chairman of the Board and Chief Executive Officer
Robert Ecklin, Executive Vice President-Optical Communications of Corning
Incorporated
Donald G. Ogilvie, President and Chief Executive Officer, American Bankers
Association
Joseph M. Silvestri, Partner of Citicorp Venture Capital Ltd.
James C. Smith, Chairman of the Board and Chief Executive
Officer, Webster Financial Corporation
T. Quinn Spitzer, Jr., Partner of McHugh Consulting
CORPORATE HEADQUARTERS:
MacDermid, Incorporated
245 Freight Street
Waterbury, Connecticut 06702
(203) 575-5700
AUDITORS:
KPMG LLP
Certified Public Accountants
One Financial Plaza
Hartford, CT 06103-4103
SEC FORM 10-K:
The Annual Report and the SEC Form 10-K report, as well as, periodic reports on
SEC Form 10-Q report are available at the Corporation's website
(www.macdermid.com) as soon as practicable after the reports are filed with the
SEC. These reports are also available without charge by written request to:
Corporate Secretary
MacDermid, Incorporated
245 Freight Street
Waterbury, CT 06702
CERTIFICATIONS:
The Corporation has included, as required under Section 302 of the
Sarbanes-Oxley Act, the exhibits to its Form 10-K report for 2003 that pertain
to the Principle Executive Officer and Principle Financial Officer
certifications. Also, the Corporation has an annual requirement to file a
Section 303A.12(a) CEO Certification with the NYSE no later than 30 days after
its annual shareholders meeting. Further, the Corporation will make this
certification available on its website (www.macdermid.com) as soon as
-----------------
practicable after filing with the NYSE.
REGISTRAR OF STOCK AND TRANSFER AGENT:
The Bank of New York, Website - stock.bankofny.com
Send Email to: Shareowner - svcd@bankofny.com
SHAREHOLDERS' QUESTIONS:
Shareholders with questions concerning non-receipt of dividend checks, obtaining
a duplicate 1099 statement, or of a general nature can call 1-877-268-5209 or
should write to:
The Bank of New York
Shareholder Relations Department - 11E
P.O. Box 11258 - Church Street Station
New York, NY 10286
Send certificates for transfer and address changes to:
The Bank of New York
Receive and Deliver Department
P.O. Box 11002 - Church Street Station
New York, NY 10286
A systematic investment service is available to all MacDermid shareholders. The
service permits investment of MacDermid, Incorporated dividends and voluntary
cash payments in additional shares of MacDermid stock.
MARKET & DIVIDEND INFORMATION:
The common shares of MacDermid, Incorporated are traded on the New York Stock
Exchange (Symbol: MRD). Price and shares traded are listed in principal daily
newspapers and are supplied by NYSE. Approximate number of Registered Holders as
of March 1, 2004 is 800. CUSIP-554273 102.
ANNUAL MEETING:
The Annual Meeting of Shareholders will be held on Tuesday, April 27, 2004 at
3:00 p.m., at the Corporate Headquarters, 245 Freight Street, Waterbury, CT.