PROSPECTUS SUPPLEMENT
(To Prospectus dated May 19, 2000)
File Pursuant to Rule 424(b)(3) of the Rules and Regulations
Under the Securities Act of 1933
Registration Statement No. 333-76683
FORMICA CORPORATION
10 7/8% Series B Senior Subordinated Notes Due 2009
-----------------------------------
RECENT DEVELOPMENTS
We have attached to this prospectus supplement, and incorporated by reference
into it, the Form 8-K/A Current Report of Formica Corporation filed with the
SEC on August 1, 2000.
------------------------------------
This prospectus supplement, together with the prospectus, is to be used by
Donaldson, Lufkin & Jenrette Securities Corporation in connection with offers
and sales of the notes in market-making transactions at negotiated prices
related to prevailing market prices at the time of sale.
Donaldson, Lufkin & Jenrette Securities Corporation may act as principal or
agent in such transactions.
August 3, 2000
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported) May 26, 2000
FORMICA CORPORATION
(Exact name of registrant as specified in its character)
Commission File Number: 333-76683
Delaware 34-104-6753
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
15 Independence Boulevard
Warren, NJ 07059
(908) 647-8700
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
This Amendment No. 1 to the Current Report of Formica Corporation (the
"Company") on Form 8-K dated May 26, 2000 relates to the Company's completion
of the acquisition of Decorative Surfaces Holding AB. The purpose of this
Amendment is to provide an audited balance sheet and statement of net revenues
over direct expenses, as well as unaudited pro forma financial information,
which was impracticable to provide at the time of the initial filing of the
Current Report on Form 8-K.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND SCHEDULES
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED
The historical Balance Sheet and Statement of Net Revenues over Direct
Expenses of PSM as of and for the year ended December 31, 1999 are
included herein as Exhibit 2.1.
(b) PRO FORMA FINANCIAL INFORMATION
The Unaudited Pro Forma Condensed Combined Balance Sheet and Unaudited
Condensed Combined Statement of Operations as of and for the three months
ended March 31, 2000 and the Unaudited Pro Forma Condensed Combined
Statement of Operations for the year ended December 31, 1999 are included
herein. The unaudited condensed combined pro forma financial information
has been prepared using the audited statement of Net Revenues over Direct
Expenses for PSM for the year ended December 31, 1999, and the unaudited
Balance Sheet and Statement of Net Revenues over Direct Expenses for PSM
as of and for the three month period ended March 31, 2000.
(c) EXHIBITS See Index to Exhibits on Page 9.
1
PART A. FINANCIAL STATEMENTS OF BUSINESS ACQUIRED
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
The following unaudited pro forma condensed combined statement of
operations gives effect to the acquisition of Perstorp Surface Materials AB
("PSM") by Decorative Surfaces Holding AB ("DSH") on March 31, 2000 applying
the purchase method of accounting to give effect to this transaction as if it
had occurred on January 1, 1999. The unaudited pro forma condensed combined
balance sheet gives effect to this transaction as if it had occurred on March
31, 2000.
The contribution of the stock of DSH's 100% parent to Formica by FM
Holdings ("Holdings") on May 26, 2000 was accounted for on an as-if pooling
basis because it was a combination of entities under common control.
Accordingly, Formica's historical financial statements include PSM's results of
operation and cash flows after reflecting the acquisition and related purchase
accounting by DSH on March 31, 2000 for all periods beginning April 1, 2000.
For pro forma purposes, (a) Formica's unaudited consolidated balance sheet
as of March 31, 2000 has been combined with PSM's unaudited balance sheet as of
March 31, 2000 as if the merger had occurred on March 31, 2000, (b) Formica's
unaudited condensed consolidated statement of operations for the three month
period ended March 31, 2000 has been combined with PSM's unaudited statement of
revenues over direct expenses for the same period as if the acquisition had
occurred on January 1, 1999 and (c) Formica's audited consolidated statement of
operations for the year ended December 31, 1999 has been combined with PSM's
audited statement of revenues over direct expenses for the year ended December
31, 1999 as if the acquisition had occurred on January 1, 1999. The pro forma
information is presented for illustrative purposes only and is not necessarily
indicative of the operating results or financial position that would have
occurred if the acquisition had been consummated on January 1, 1999 or March
31, 2000, respectively, nor is it necessarily indicative of future operating
results or financial position.
The unaudited pro forma condensed combined financial information has been
prepared on the basis and assumptions described in the notes thereto and
includes assumptions relating to the allocation of the consideration paid by
DSH for the assets and liabilities of PSM based on preliminary estimates of the
fair value of such assets and liabilities. Due to the capital-intensive nature
of the PSM business, the excess of the purchase price over the book value of
net assets acquired has been primarily allocated to property, plant and
equipment. A formal appraisal of the assets and liabilities is currently
ongoing. Accordingly, the actual allocation of such consideration may differ
from that reflected in the unaudited pro forma condensed combined financial
information after the completion of independent valuations and other procedures
to be performed. In the opinion of Formica, all adjustments necessary to
present fairly such unaudited pro forma condensed combined financial
information have been based on the terms and structure of the acquisition.
The historical financial statements of PSM are not intended to be a
complete presentation in accordance with generally accepted accounting
principles. Interest expense and the provision for income taxes are excluded
from the historical presentation and corporate charges for information
technology, corporate management, engineering and other such costs that were
incurred on a company-wide basis and benefited multiple divisions in Perstorp
AB (the former ultimate parent of PSM) were not allocated as any allocation of
such costs would be arbitrary and misleading.
The pro forma adjustments include management's estimate of interest
expense associated with the acquisition financing and a provision for income
taxes based on the estimated effective tax rate of PSM. However, no adjustments
have been made to include the interest expense related to seasonal borrowings
under Formica's revolving credit facility to support anticipated working
capital needs of PSM.
Management of Formica has not yet completed a comprehensive review of the
additional general and administrative costs which will be incurred to replace
the activities performed by Perstorp AB; however, included in the column
labeled "Forward Looking Adjustments" are management's best estimate of the
additional costs which would have been incurred had the merger taken place as
of January 1, 1999. The Forward Looking Adjustments primarily reflect increased
corporate staffing and other expense levels and outside services estimated at
$1 million annually and the related estimated tax benefit of $0.4 million. The
Forward Looking Adjustments do not reflect the costs of restructuring
activities that management of Formica plans to undertake, nor do the Forward
Looking Adjustments include synergies or anticipated cost savings which
management expects to result from the planned restructuring activities.
These pro forma condensed combined financial statements should be read in
conjunction with the historical consolidated financial statements and the
related notes thereto of Formica, included in the Form 10-K, for the year
ended December 31, 1999 and the Form 10-Q for the quarter ended March 31, 2000.
2
Item 7: Financial Statements
(b1) PRO FORMA FINANCIAL INFORMATION
FORMICA CORPORATION
UNAUDITED PROFORMA CONDENSED COMBINED BALANCE SHEET
MARCH 31, 2000
(dollars in millions)
Historical
----------------- Pro Forma Reference Pro Forma
Formica PSM Adjustments Note 3 Combined
------- --- ----------- ---------- ---------
ASSETS
- ---------------------------------------------
CURRENT ASSETS:
Cash and cash equivalents $ 7.3 $ 2.0 $ 6.1 (A) $ 15.4
Accounts receivable, net 82.5 54.5 (2.7) (B) 134.3
Inventories 119.8 50.3 -- 170.1
Prepaid expenses and other current
assets 12.7 12.6 -- 25.3
Deferred income taxes 14.8 -- -- 14.8
------ ------ ------ ------
Total current assets 237.1 119.4 3.4 359.9
PROPERTY, PLANT AND EQUIPMENT, net 301.0 63.5 53.3 (C) 417.8
OTHER ASSETS:
Intangible assets, net 156.7 1.6 14.1 (D) 172.4
Other noncurrent assets 11.6 0.1 7.4 (E) 19.1
------ ------ ------ ------
Total assets $706.4 $184.6 $ 78.2 $969.2
====== ====== ====== ======
LIABILITIES AND STOCKHOLDERS' EQUITY
- ---------------------------------------------
CURRENT LIABILITIES:
Current maturities of long-term debt $ 28.0 $ 76.7 $(76.1) (F) $ 28.6
Accounts payable 43.0 21.8 -- 64.8
Deferred income taxes-current -- 1.3 -- 1.3
Income taxes payable -- 2.5 -- 2.5
Accrued expenses 53.6 11.8 16.3 (G) 81.7
------ ------ ------ ------
Total current liabilities 124.6 114.1 (59.8) 178.9
LONG-TERM DEBT 369.7 -- 110.0 (H) 479.7
DEFERRED INCOME TAXES 124.1 -- 14.1 (I) 138.2
OTHER LIABILTIES 29.5 4.4 -- 33.9
------ ------ ------ ------
Total liabilities 647.9 118.5 64.3 830.7
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Preferred stock - par value $.01 per share -
authorized 1,000 shares, none issued or
outstanding -- -- --
Common stock - par value $.01 per share -
authorized 2,000 shares, issued and
outstanding 100 shares 0.1 -- 0.1
Additional paid-in capital 137.0 66.1 13.9 217.0
Accumulated deficit (71.2) -- (71.2)
Accumulated other comprehensive income (7.4) -- (7.4)
------ ------ ------ ------
Total stockholders' equity 58.5 66.1 13.9 138.5
------ ------ ------ ------
Total liabilities and stockholders' equity $706.4 $184.6 $ 78.2 $969.2
====== ====== ====== ======
See notes to the unaudited pro forma condensed combined financial statements.
3
(b2) PRO FORMA FINANCIAL INFORMATION
FORMICA CORPORATION
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS
FOR THE QUARTER ENDED MARCH 31, 2000
(dollars in millions)
Historical Forward Looking
------------------- Proforma Reference Proforma -------------------
Formica PSM (1) Total Adjustments Note 3 Combined Adjustments Total
------- ------- ----- ----------- --------- -------- ----------- -----
Net Sales $141.1 $ 53.1 $194.2 $194.2 $194.2
Cost of Products Sold 101.5 41.3 142.8 $ 0.9 (J) 143.7 143.7
Inventory Markdown from Restructuring 1.9 1.9 1.9 1.9
------- ------- ------ ------- ------ ------
Gross Profit 37.7 11.8 49.5 (0.9) 48.6 48.6
Selling, General and Administrative
Expenses 39.7 11.5 51.2 0.2 (K) 51.4 $ 0.3 51.7
Provision for Restructuring 4.1 4.1 4.1 4.1
Cost of Terminated Acquisition 0.4 0.4 0.4 0.4
------- ------- ------ ------- ------ ------- ------
Operating (loss) income (6.5) 0.3 (6.2) (1.1) (7.3) (0.3) (7.6)
(0.3) (L)
(2.8) (M)
Interest Expense (10.0) (10.0) (0.2) (N) (13.3) (13.3)
Other Income 0.6 0.6 0.6 0.6
------- ------- ------ ------- ------ ------- ------
Loss Before Provision for Income Taxes (15.9) 0.3 (15.6) (4.4) (20.0) (0.3) (20.3)
Income Tax (Provision) Benefit 1.7 (O)
(0.9) -- (0.9) (0.1) (P) 0.7 0.1 0.8
------- ------- ------ ------- ------ ------ ------
Net Loss $(16.8) $ 0.3 $(16.5) $ (2.8) $(19.3) $ (0.2) $(19.5)
======= ======= ====== ======= ====== ====== ======
See notes to the unaudited pro forma condensed combined financial statements.
4
(b3) PRO FORMA FINANCIAL INFORMATION
FORMICA CORPORATION
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1999
(dollars in millions)
Historical Forward Looking
------------------- Proforma Reference Proforma -------------------
Formica PSM (1) Total Adjustments Note 3 Combined Adjustments Total
------- ------- ----- ----------- --------- -------- ----------- -----
Net Sales $585.2 $233.9 $819.1 $819.1 $819.1
Cost of Products Sold 418.8 177.9 596.7 $ 3.6 (J) 600.3 600.3
------ ------ ------ ------ ------ ------ ------
Gross Profit 166.4 56.0 222.4 (3.6) 218.8 218.8
Selling, General and Administrative
Expenses 148.0 43.5 191.5 0.9 (K) 192.4 $ 1.0 193.4
Cost of Terminated Acquisition 0.8 0.8 0.8 0.8
Cost to Terminate Supply Contract 26.2 26.2 26.2 26.2
------ ------ ------ ------ ------ ------ ------
Operating (loss) income (8.6) 12.5 3.9 (4.5) (0.6) (1.0) (1.6)
(1.2) (L)
(11.3) (M)
Interest Expense (37.4) (37.4) (0.7) (N) (50.6) (50.6)
Other Income 2.5 2.5 2.5 2.5
------ ------ ------ ------ ------ ------ ------
Loss Before Provision for Income Taxes (43.5) 12.5 (31.0) (17.7) (48.7) (1.0) (49.7)
Income Tax Benefit (Provision) 6.7 (O)
11.4 11.4 (5.1) (P) 13.0 0.4 13.4
------ ------ ------ ------ ------ ------ ------
Net Loss $(32.1) $ 12.5 $(19.6) $(16.1) $(35.7) $ (0.6) $(36.3)
====== ====== ====== ====== ====== ====== ======
See notes to the unaudited pro forma condensed combined financial statements.
5
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
Note 1 - Acquisition of Perstorp Surface Materials AB
The unaudited pro forma condensed combined financial statements give
effect to the acquisition of the Perstorp Surface Materials ("PSM") business
of Perstorp AB, a Swedish corporation, by Formica, applying the purchase
method of accounting. The transaction is structured as an acquisition of all
the issued shares of PSM by DSH. DSH, an investment company formed by DLJ
Merchant Banking Partners ("DLJ") and CVC Capital Partners Limited ("CVC"),
was an indirect wholly-owned subsidiary of FM Holdings, Inc. ("Holdings"), the
parent of Formica corporation. DLJ and CVC are equity investors in Formica
Corporation.
The Perstorp Surface Materials financials were prepared for the purpose of
complying with the rules and regulations of the Securities and Exchange
Commission for inclusion in filings pursuant to the Securities Act of 1933 and
Securities Exchange Act of 1934 by Formica Corporation and are not intended to
be a complete presentation of the PSM financial statements in accordance with
generally accepted accounting principles, as described in Note 1 of the
audited financial statements of Perstorp Surface Materials AB, which are
included herein as Exhibit 2.1.
Based upon a preliminary valuation of tangible and intangible assets,
Formica has allocated the total cost of the acquisition of PSM as follows (in
millions):
Acquisition Consideration $175.5
Estimated Fees and Expenses 2.0
------
Total Consideration $177.5
======
Payment of Debt $ 76.1
Net Tangible Assets 85.7
Goodwill and Other Intangible Assets 15.7
------
$177.5
======
As a result of the acquisition, Formica is currently reviewing all
operations within PSM. The Company anticipates recording a charge of
approximately $2.2 million in the second quarter to reflect the estimated
impact following this review primarily related to doubtful accounts and
inventory write-offs.
Note 2 - Pro Forma adjustments -- Perstorp Surface Materials AB
The unaudited pro forma condensed combined balance sheets include the
adjustments necessary to give effect to the acquisition as if it had occurred
on March 31, 2000 and to reflect the allocation of the acquisition cost to the
fair value of tangible and intangible assets acquired and liabilities assumed.
Adjustments included in the pro forma condensed combined balance sheet are
summarized as follows:
(A) Represents the net cash proceeds from the acquisition financing after
payment of the purchase consideration and related costs.
(B) Primarily represents the write-off of an uncollectible accounts receivable
resulting from the Company's decision to discontinue financing shipments
to a customer.
(C) Allocation of excess estimated fair value of property, plant and equipment
over historical book value.
(D) Allocation of excess purchase price to goodwill.
(E) Represents the capitalization of deferred financing and transaction costs
related to the acquisition financing.
(F) Represents repayment of intercompany indebtedness of $64.0 million and
external indebtedness of $12.1 million.
(G) Represents accrual of estimated transaction and restructuring costs
related to the purchase.
6
(H) Acquisition financing consisting of term loans maturing April 30, 2006 at
a rate of 10.25% (LIBOR plus 3.5%).
(I) Recognition of additional deferred tax liability for the difference
between the financial reporting and tax bases of purchased tangible and
intangible assets (other than goodwill).
Adjustments included in the unaudited pro forma consolidated statements of
operations for the year ended December 31, 1999 and the three months ended
March 31, 2000 are summarized as follows:
(J) Represents additional depreciation related to property, plant and
equipment, which is depreciated over 15 years.
(K) Represents amortization of goodwill which is amortized over a period of 15
years.
(L) Represents amortization of deferred financing costs related to the term
loans which are amortized over 6 years.
(M) Represents the net increase in interest expense attributable to the $140.0
million of term loans, less $30 million of repaid revolving loans, at a
rate of 10.25% issued in connection with the acquisition.
(N) Represents the net increase in interest expense attributable to the
existing facilities based on average balances outstanding during the
respective periods resulting from an increase in the current interest
rate.
(O) Represents income tax benefit related to pro forma adjustments I, K, L and
M at an estimated effective tax rate of 40%.
(P) Represents income tax provision (benefit) related to PSM's net income
(loss) using an effective tax rate of 40%.
Note 3 - Forward Looking Adjustments
The historical financial statements of PSM are not intended to be a
complete presentation in accordance with generally accepted accounting
principles. Interest expense and the provision for income taxes are excluded
from the historical presentation and corporate charges for information
technology, corporate management, engineering and other such costs that were
incurred on a company-wide basis and benefited multiple divisions in Perstorp
AB (the former ultimate parent of PSM) were not allocated, as any allocation
of such costs would be arbitrary and misleading.
The pro forma adjustments include management's estimate of interest
expense associated with the acquisition financing and a provision for income
taxes based on the estimated effective tax rate of PSM.
Management of Formica has not yet completed a comprehensive review of the
additional general and administrative costs which will be incurred to replace
the activities performed by Perstorp AB, however, included in the column
labeled "Forward Looking Adjustments" are management's best estimate of the
additional costs which would have been incurred had the merger taken place as
of January 1, 1999. The Forward Looking Adjustments primarily reflect
increased corporate staffing costs and other expense levels and outside
services estimated at $1 million annually and the related estimated tax
benefit of $0.4 million. The Forward Looking Adjustments do not reflect the
costs of rationalization activities that management of Formica plans to
undertake, nor do the Forward Looking Adjustments include synergies or
anticipated cost savings which management expects to result from the planned
rationalization activities.
7
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Formica Corporation
Dated: August 1, 2000 By: /s/ David T. Schneider
-------------------------
David T. Schneider
Vice President and Chief
Financial Officer
8
Item 7(c) EXHIBITS
Exhibit
Number Exhibit Description
- ------- -------------------
2.1 Audited Financial Statements of Perstorp Surface Materials for the
Year Ended December 31, 1999
2.2 Second Amended and Restated Credit Agreement dated May 26, 2000
between the Company and Various Financial Institutions, DLJ Capital
Funding, Inc., Bankers Trust Company and Credit Suisse First Boston.
Audited Financial Statements
Perstorp Surface Materials AB
Corporate identity number 556247-6316
For the year ended December 31, 1999
with Report of Independent Auditors
Perstorp Surface Materials AB
Audited Financial Statements
For the year ended December 31, 1999
Contents
Report of Independent Auditors.................................................1
Audited Financial Statements
Balance Sheet..................................................................3
Statements of Revenues over Direct Expenses....................................4
Notes to Financial Statements..................................................5
Report of Independent Auditors
The Board of Directors
Perstorp Nederland B.V.
We have audited the accompanying consolidated Balance Sheet as of December 31,
1999 and the related Statement of Revenues over Direct Expenses for the year
ended December 31, 1999 of Perstorp Surface Materials AB as described in Note 1
to the financial statements. These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on
these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally
accepted in Sweden and in the United States. 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.
As described in Note 1 to the financial statements, these consolidated
financial statements have been prepared for the purpose of complying with the
rules and regulations of the Securities and Exchange Commission for inclusion
in filings pursuant to the Securities Act of 1933 and the Securities Exchange
Act of 1934 of Formica Corporation, and are not intended to be a complete
presentation of Perstorp Surface Materials' assets and liabilities at December
31, 1999 and its statements of operations for the year ended December 31, 1999.
Perstorp Surface Materials operated in principle as a division within Perstorp
Group prior to November 1, 1999 (the "Division"). This Division was subject to
various corporate and other allocations from Perstorp AB. Perstorp AB did not
prepare financial statements which were intended to report a complete
presentation of financial position, results of operations or cash flows of the
Division in accordance with accounting principles generally accepted in Sweden.
Accordingly, the accompanying financial statements present the assets acquired
and liabilities assumed and revenues over direct expenses of the Perstorp
Surface Materials Division as discussed in Note 1.
In our opinion, the consolidated financial statements referred to above present
fairly for the purpose stated above, in all material respects, the financial
position of Perstorp Surface Materials AB at December 31, 1999 and the revenues
over direct expenses for the year ended December 31, 1999 in conformity with
accounting principles generally accepted in Sweden.
Accounting principles generally accepted in Sweden vary in certain significant
respects from accounting principles generally accepted in the United States.
Application of accounting principles generally accepted in the United States
would have affected revenues over direct expenses for the year ended December
31, 1999, and the financial position at December 31, 1999 to the extent
summarized in Note 17 to the financial statements.
ERNST & YOUNG AB
Helsingborg, Sweden
May 31, 2000
Perstorp Surface Materials AB
Balance Sheet
December 31, 1999
(SEK m)
Assets
Fixed assets
Intangible fixed assets 18.9
Tangible fixed assets 550.9
Long-term financial assets 1.7
Other long-term receivables 25.1
--------
596.6
Current assets
Inventories 416.0
Accounts receivables 453.2
Prepaid costs and other current assets 59.5
--------
928.7
Cash and bank balances 57.5
--------
Total assets 1,582.8
========
Equity and liabilities
Equity 562.3
Minority interest 4.1
Long-term liabilities
Provision for pensions 16.2
Other provisions 7.8
Other long-term liabilities 20.5
--------
44.5
Current liabilities
Accounts payable 178.7
Tax liabilities 18.6
Current financial liabilities to Perstorp Group 621.9
Other current financial liabilities 36.1
Accrued costs and other current liabilities 116.6
--------
971.9
--------
Total equity and liabilities 1,582.8
========
See accompanying notes.
3
Perstorp Surface Materials AB
Statement of Revenues over Direct Expenses
For the year ended December 31, 1999
(SEK m)
Net sales 2,003.0
Product costs (1,523.1)
Sales and marketing costs (175.2)
General and administrative costs (120.7)
--------
(1,819.0)
--------
Earnings before interest, taxes, depreciation and
amortization 184.0
Depreciation and amortization (77.9)
--------
Earnings before interest and taxes 106.1
========
See accompanying notes.
4
Perstorp Surface Materials AB
Notes to Financial Statements
December 31, 1999
1. Organization and Accounting Principles
Basis of Presentation
Perstorp Surface Materials AB is a wholly-owned subsidiary of Perstorp
Nederland B.V., whose registered office is located in Oud-Beijerland,
Netherlands. Perstorp Nederland B.V. is owned by Perstorp AB (corporate
identity number 556024-6513), whose registered office is located in Perstorp
municipality, Sweden.
Perstorp Surface Materials Group was formed through a reorganization of the
corporate structure of Perstorp Group to more closely align with its operating
structure. Prior to this reorganization, Perstorp Group was legally structured
and provided its financial reporting on a geographical basis.
A strategic decision was made to streamline the Perstorp Group organization.
The streamlining process included reorganizing Perstorp Group on a product line
basis. On November 1, 1999, Perstorp Surface Materials Group was formed and
separate financial reporting was begun. Prior to its formation, Perstorp
Surface Materials operated as a division within Perstorp Group. As a result of
these changes, at December 31,1999, a consolidated balance sheet is presented
for the legal entity Perstorp Surface Materials AB.
These accompanying consolidated financial statements were prepared for the
purpose of complying with the rules and regulations of the Securities and
Exchange Commission for inclusion in filings pursuant to the Securities Act of
1933 and the Securities Exchange Act of 1934 of Formica Corporation and are not
intended to be a complete presentation of Perstorp Surface Materials' financial
statements in accordance with generally accepted accounting principles in
Sweden or in the United States. Significant expenses, including corporate
charges for information technology, corporate management, engineering and other
costs, are incurred on a company wide basis which benefit multiple Perstorp AB
divisions and any allocation of such expenses would be arbitrary and
potentially could be misleading. Perstorp Surface Materials AB has not prepared
consolidated financial statements which are intended to report a complete
presentation of financial position, results of operations or cash flows in
accordance with
5
Perstorp Surface Materials AB
Notes to Financial Statements (continued)
1. Organization and Accounting Principles (continued)
Basis of Presentation (continued)
generally accepted accounting principles. Specifically, these financial
statements exclude interest expense, income tax expense and company wide
expense allocations from their presentation. Accordingly, the accompanying
statement of revenues over direct expenses for the year ended December 31, 1999
do not purport to present the financial positions or full operations of
Perstorp Surface Materials Group that would have resulted if it had operated as
an independent company during the period presented.
Consolidated Accounts
The accompanying consolidated financial statements include Perstorp Surface
Materials AB (the "Parent Company") and those companies included in the sale of
the Division to Formica in which the Parent Company directly or indirectly held
shares at December 31, 1999 corresponding to more than 50% of the voting rights
for all shares (collectively, the "Company" or the "Group"). Subsidiaries
legally owned by Perstorp Surface Materials AB as at December 31, 1999, but not
included in the sale to Formica, are not included in these financial
statements. Significant intercompany accounts and transactions have been
eliminated.
Consolidation is based on the purchase accounting method. Since all shares in
subsidiaries have been acquired from other companies within Perstorp AB during
1999, the related goodwill resulting from these acquisitions has been
eliminated directly against equity as of December 31, 1999.
The Company applies the current method in translating the financial accounts of
foreign subsidiaries into Swedish kronor. Accordingly, the statements of
revenues over direct expenses are translated using the average exchange rates
during the fiscal year, while the balance sheet and the statement of assets
acquired and liabilities assumed are translated using fiscal year-end rates.
The changes that arise in the Company's shareholder's equity due to differences
in year-end rates between the various years are included in equity at December
31, 1999.
6
Perstorp Surface Materials AB
Notes to Financial Statements (continued)
1. Organization and Accounting Principles (continued)
Depreciation
Cost depreciation is based on the acquisition value of assets and on their
estimated economic life. The following table shows the depreciation and
amortization periods for the various types of fixed assets:
Buildings 20-50 years
Land improvements 10-35 years
Machinery and equipment 10-20 years
Capitalized R&D, patents, licences and
similar rights 3-7 years
Goodwill 5-10 years
Computers, moulds and vehicles maximum of 5 years
Land and construction in progress are not depreciated.
Receivables
Receivables are valued to the amounts where all have been individually assessed
and full payment is expected.
Receivables and liabilities in foreign currencies
Receivables and liabilities in foreign currencies have been translated at the
fiscal year-end exchange-rate. In cases where the value of accounts receivable
and accounts payable has been hedged through forward contracts, the forward
rate is used when valuing the underlying liability or receivable.
Inventories
Inventories are valued at the lower of acquisition value and actual value. The
acquisition value is calculated in accordance with the "first in, first out"
principle.
7
Perstorp Surface Materials AB
Notes to Financial Statements (continued)
1. Organization and its Accounting Principles (continued)
Pensions
The amount reported as a liability consists of the capital value at fiscal
year-end of the pension commitments that are not secured through pension
insurance policies or allocations to independent pension foundations. The
annual change in the capital value of the pensions commitments is charged
against earnings for the year.
Deferred Tax
The deferred tax, relating to temporary differences between the book and the
taxable value of assets and liabilities, is reported in the accounts, as is the
deferred tax receivable attributable, in certain cases, to unutilized tax-loss
carryforwards. However, the latter only occurs if it is probable that the
carryforward will be utilized.
Revenue Recognition
Substantially all revenues are recognized when finished products are shipped to
unaffiliated customers or services have been rendered, with appropriate
provision for uncollectible amounts.
Use of Estimates
The preparation of the Company's financial statements requires management to
make estimates and assumptions. Such judgment affects the reported amounts in
the financial statements and accompanying notes. Actual results could differ
from these estimates.
8
Perstorp Surface Materials AB
Notes to Financial Statements (continued)
2. Net Sales
Net sales by geographic markets are as follows:
For the year
ended
December 31,
(SEK m) 1999
------------
The Nordic countries 460.5
Europe, excluding the Nordic countries 974.7
North America 50.9
Other 516.9
--------
Total 2,003.0
========
Of total purchases and net sales, the following were to other companies within
the Perstorp Group:
Purchases Net Sales
------------------------------
For the year ended December 31, 1999 6% 5%
9
Perstorp Surface Materials AB
Notes to Financial Statements (continued)
3. Depreciation of Tangible and Intangible Fixed Assets
Depreciation according to plan by type of asset:
For the year ended
December 31, 1999
------------------
(SEK m)
Buildings and land improvement 6.6
Machinery and equipment 67.6
Goodwill 0.0
Capitalized R&D, patents, licenses and similar rights 3.7
------
Total 77.9
======
For the year ended
December 31, 1999
------------------
(SEK m)
Depreciation according to plan by function:
Production 61.1
Sales and marketing 6.4
Administration 10.4
-------
Total 77.9
=======
Depreciation is based on the acquisition value of assets and on their estimated
economic lifetime as stipulated in Note 1 of the accounting principles.
10
Perstorp Surface Materials AB
Notes to Financial Statements (continued)
4. Items Affecting Comparability
For the year ended
December 31, 1999
------------------
(SEK m)
Restructuring costs (2.4)
Capital gains in connection with restructuring 15.5
----
Total 13.1
====
5. Leasing
Leasing fees were charged against operating earnings in the amount of SEK m
35.5 for the year ended December 31. In accordance with leasing agreements
entered into at December 31, 1999, the remaining leasing fees (including rent
of property) amount to SEK m 236.5.
At December 31, 1999, future commitments on operating leases, excluding
commitments on the German facility acquired by the Company on March 24, 2000,
are as follows (SEK m):
2000 32.2
2001 21.1
2002 19.6
2003 18.1
2004 13.8
Thereafter 131.7
-----
Total 236.5
=====
11
Perstorp Surface Materials AB
Notes to Financial Statements (continued)
6. Intangible Fixed Assets
December 31,
1999
(SEK m) ------------
Capitalized expenses for research and development 3.8
Patents, licenses and similar rights 8.5
Goodwill 6.6
-----
Total 18.9
=====
7. Tangible Fixed Assets
December 31,
1999
(SEK m) ------------
Buildings, land and land improvements 130.0
Plant and machinery 258.5
Equipment and tools 84.4
Construction in progress and advance payments for tangible assets 78.0
-----
Total 550.9
=====
8. Financial fixed assets and long-term receivables
December 31,
1999
(SEK m) ------------
Deferred tax receivables 25.1
Other 1.7
-----
Total 26.8
=====
12
Perstorp Surface Materials AB
Notes to Financial Statements (continued)
9. Shares in Group Companies
Holding
and
Voting Number of Registration Registration
% Shares Number Office
----------- -------------- ----------------- --------------------------
Oud-Beijerland,
Perstorp Surface Materials Holding BV 100 12,500 23092338 Netherlands
Perstorp Surface Materials
(Sweden) AB 100 51,000 556569-9674 Perstorp, Sweden
Perstorp Surface Materials Hoje Tastrup,
(Denmark) A/S 100 8,120 67.043 Denmark
Perstorp Surface Materials
(Norway) A/S 100 100 980 904 857 Asker, Norway
Perstorp IKI OY 100 10,000 Kolho, Finland
Perstorp Analytical OY 100 900 Helsingfors, Finland
Perstorp Surface Materials
(Poland) SpZoo 100 200 57795 Warszawa, Polen
Perstorp Surface Materials (UK) Ltd 100 18,000,000 1322923 Aycliffe, Great Britain
Perstorp Surface Materials Herzebrock-Clarholz,
Gmbh 100 HRB2146 Germany
Perstorp Surface Materials
(Switzerland) AG 100 100 17030116371 Cham, Switzerland
Perstorp Surface Materials
(Benelux) BV 100 200 23092735 Oud-Beijerland, NL
Perstorp Surface Materials
(France) SAS 100 50,000 702026030 Bezons, France
Perstorp Railite S A 100 70,047 Valencia, Spain
Perstorp Surface Materials Inc 100 4,000 Delaware, USA
59664391-
Perstorp do Brasil Lta 100 21,096,682 0001/91 Sao Paulo, Brazil
Finecrest do Brasil Ltd 100 35200926933 Rio Claro, Brazil
Siam Perstorp Co Ltd 95 1,891,921 Bangkok, Thailand
Perstorp (Thailand) Co Ltd 100 30,000 Bangkok, Thailand
Beijing Perstorp Laminate
Products Co Ltd 100 Beijing, China
13
Perstorp Surface Materials AB
Notes to Financial Statements (continued)
10. Inventories
December 31,
1999
(SEK m) ------------
Materials 189.7
Work in progress 39.6
Finished and semi-finished goods 186.7
-----
Total 416.0
=====
11. Prepaid Costs and Other Current Assets
December 31,
1999
(SEK m) ------------
Prepaid rents 4.6
Prepaid insurance premiums 6.9
Receivables from suppliers 3.1
Other prepaid costs and accrued income 15.9
Tax claim 1.3
Other current assets 27.7
-----
Total 59.5
=====
12. Shareholder's Equity
December 31,
1999
(SEK m) ------------
Restricted Shareholder's Equity
Share capital 22.9
Restricted reserves 267.2
-----
290.1
Unrestricted Shareholder's Equity
Unrestricted reserves 272.2
-----
272.2
-----
Total 562.3
=====
14
Perstorp Surface Materials AB
Notes to Financial Statements (continued)
12. Shareholder's Equity (continued)
The registered share capital of Perstorp Surface Materials AB amounts to SEK m
22.9 and includes 228,980 shares with a par value of SEK 100.
Included in the restricted equity of Perstorp Surface Materials AB as of
December 31, 1999 is a share premium reserve of SEK m 179.2, related to a new
capital issue of SEK m 22.8 during 1999.
13. Accrued Costs and Other Current Liabilities
December 31,
1999
(SEK m) ------------
Accrued vacation pay 26.0
Accrued social security costs 5.3
Claims 2.9
Accrued commissions 1.8
Other accrued costs 46.9
Other current liabilities 33.7
-----
Total 116.6
=====
14. Contingent Liabilities and Assets Pledged
Contingent liabilities at December 31, 1999 consist of discounted bills/notes
of SEK m 3.1.
There are no assets pledged as of December 31, 1999.
The Company is engaged in certain legal and administrative proceedings
incidental to its normal business activities. While it is not possible to
determine the ultimate outcome of those actions, in the opinion of management,
it is unlikely that the outcome of such litigation and other proceedings will
have a material adverse effect on the results of the Company's operations or
its financial positions.
15
Perstorp Surface Materials AB
Notes to Financial Statements (continued)
15. Research and Development Costs
For the year ended December 31, 1999, costs for research and development
amounted to SEK m 19.8, of which SEK m 3.8 has been capitalized (see Note 6).
16. Personnel
Average number of employees
Year ended December 31, 1999
----------------------------
Number of Of whom,
employees men %
---------------------------
Parent Company
Sweden 0 0
Subsidiaries
Sweden 94 56
Denmark 15 47
Finland 199 49
Norway 6 83
Germany 177 85
France 21 86
Switzerland 4 50
Spain 195 90
Belgium 1 100
Netherlands 15 47
Great Britain 424 84
Polen 8 50
Brazil 471 83
Thailand 162 71
China 21 76
USA 3 67
-------
Total 1,816 77
=======
16
Perstorp Surface Materials AB
Notes to Financial Statements (continued)
16. Personnel (continued)
Wages, Salaries, Other Remuneration and Social Security Costs
Wages, salaries and Social security costs (of
other remunerations which pension costs)
-----------------------------------------------
Parent Company 0.0 0.0
(0.0)
Subsidiaries 298.3 79.4
(19.9)
-----------------------------------------------
Total 298.3 79.4
(19.9)*
* The Board of Directors and President accounts for SEK m 0.1 of the
Subsidiaries pension costs.
The Company has an agreement with the President that, assuming the President
remains in service at the age of 57, the Company and the employee are mutually
obliged to serve one year's termination notice, whereby up to the age of 65,
the President concerned is entitled to receive accrued pension rights
corresponding to a maximum of 54% of the remuneration payable at the date when
employment is terminated. This compensation is not subject to any form of
deduction.
In the event that the Company terminates the President's employment before the
age of 57, a portion of this commitment is deemed to have been earned in
proportion to the period of service as President. The period of notice from the
Company side is 24 months.
17
Perstorp Surface Materials AB
Notes to Financial Statements (continued)
16. Personnel (continued)
Distribution Of Wages, Salaries and Other Remuneration by Country and Among
Board Members Etc. and Employees
Board of Directors
and President Other Employees
------------------------------------
Parent Company:
Sweden 0.0 0.0
------------------------------------
Total parent company 0.0 0.0
Subsidiaries in Sweden 0.8 9.1
Subsidiaries in foreign countries:
Denmark 0.5 1.0
Norway 0.2 0.6
Finland 0.9 46.0
Polen 0.0 0.8
Great Britain 2.9 111.0
Germany 0.3 15.8
Switzerland 0.5 0.6
Netherlands 0.0 2.2
Belgium 0.0 0.2
France 0.0 2.5
Spain 1.6 52.8
USA 0.0 1.3
Brazil 1.9 30.6
Thailand 1.1 12.4
China 0.0 0.7
------------------------------------
Total subsidiaries in foreign countries 9.9 278.5
------------------------------------
Total 10.7 287.6
====================================
18
Perstorp Surface Materials AB
Notes to Financial Statements (continued)
17. Reconciliation of Earnings before Interest and Taxes and Equity in
Accordance with Swedish Accounting Principles to U.S. GAAP
A summary of the Company's approximate earnings before interest and taxes and
equity determined in accordance with U.S. GAAP, is presented in the
accompanying tables.
Application of U.S. GAAP would have the following approximate effect on
consolidated earnings before interest and taxes for the period presented (SEK
m):
Year
ended
December 31,
1999
- --------------------------------------------------------------------------------
Earnings before interest and taxes for the year in accordance
with Swedish accounting principles 106.1
Items increasing (decreasing) reported earnings
before interest and taxes
Capitalized research and development costs (A) (3.8)
Capitalized start-up costs (B) (6.1)
Pensions (C) 6.8
-----
Net decrease in earnings before interest and taxes for the year (3.1)
-----
Approximate earnings before interest and taxes in accordance
with U.S. GAAP 103.0
=====
19
Perstorp Surface Materials AB
Notes to Financial Statements (continued)
17. Reconciliation of Earnings before Interest and Taxes and Equity in
Accordance with Swedish Accounting Principles to U.S. GAAP (continued)
Application of U.S. GAAP would have the following approximate effect on
consolidated equity (SEK m):
December 31,
1999
- --------------------------------------------------------------------------------
Shareholder's equity for 1999 in accordance with Swedish accounting
principles 562.3
Items increasing (decreasing) reported shareholder's
equity for 1999
Capitalized research and development costs (A) (3.8)
Capitalized start-up costs (B) (6.1)
Pensions (C) 57.9
Revaluation of tangible fixed assets (D) (15.0)
Deferred tax adjustments (E) (17.4)
Tax effect of above U.S. GAAP adjustments (16.5)
--------
Net decrease in shareholder's equity for 1999 (0.9)
-------
Approximate shareholder's equity for 1999 in accordance with U.S. GAAP 561.4
======
(A) Capitalized research and development - Swedish accounting principles permit
the capitalization of certain research and development costs. These costs are
amortized systematically over the expected life of the product or process
beginning when it is available for sale or use. For U.S. GAAP purposes,
research and development costs should be expensed as incurred.
(B) Capitalized start-up costs - Swedish accounting principles permit the
capitalization of certain start-up costs. For U.S. GAAP purposes, Statement of
Position 98-5, Reporting the Costs of Start-Up Activities, requires that costs
related to start-up activities be expensed as incurred.
(C) Pensions - A portion of the Company's pension commitments are defined
contributions plans; that is they are met through regular payments to
independent authorities or organs that administer pension plans. There is no
difference between US and Swedish accounting principles in accounting for these
pension plans.
20
Perstorp Surface Materials AB
Notes to Financial Statements (continued)
17. Reconciliation of Earnings before Interest and Taxes and Equity in
Accordance with Swedish Accounting Principles to U.S. GAAP (continued)
(C) Pensions (continued) - Other pension commitments are defined benefit plans;
that is, the employee is entitled to receive a certain level of pension,
usually related to the employee's final salary. In these cases, the annual
pension cost is calculated based on the current value of future pension
payments. In the Company's consolidated accounts, provisions for pensions and
pensions costs for the year in the individual companies are calculated based on
local rules and directives. In accordance with U.S. GAAP, provisions for
pensions and pension costs for the year should always be calculated as
specified in SFAS 87, Employers Accounting for Pensions. The difference lies
primarily in the choice of discount rates and the circumstance that US
calculations of capital-valuation, in contrast to the Swedish, are based on
salaries calculated at time of retirement.
At December 31, 1999, prepaid pension assets amounted to SEK m 57.9, for U.S.
GAAP purposes. These amounts are not included in the Company's balance sheet at
December 31, 1999.
(D) Revaluation of tangible fixed assets - Swedish accounting principles
permit, under certain conditions, tangible assets to be revalued. The Company
has prior to the financial year ended December 31, 1999, revalued certain land.
For U.S. GAAP purposes revaluation of assets is not permitted.
(E) Deferred tax adjustments - Deferred tax is calculated, as necessary, on all
U.S. GAAP adjustments to income. For U.S. GAAP purposes, a valuation allowance
of SEK m 17.4 at December 31, 1999, was established as certain deferred tax
assets may not be expected to be realized within the near future. Additionally,
SEK m 3.8 was recorded for other temporary differences.
21
Perstorp Surface Materials AB
Notes to Financial Statements (continued)
17. Reconciliation of Earnings before Interest and Taxes and Equity in
Accordance with Swedish Accounting Principles to U.S. GAAP (continued)
Additionally, for U.S. GAAP purposes, deferred tax assets and liabilities
should be classified as current or noncurrent based on the classification of
the related asset or liability for financial reporting or if not related to an
asset or liability, according to the expected reversal date of the temporary
difference. Accordingly, amounts recorded as other long-term receivables and
other provisions (adjusted for U.S. GAAP valuation allowance) on the December
31, 1999 balance should be reclassified as current or noncurrent for U.S. GAAP
purposes are as follows:
(SEK m)
Deferred tax assets, current 4.8
Deferred tax assets, noncurrent 12.6
Deferred tax liabilities, current (3.9)
Deferred tax liabilities, noncurrent (30.1)
22