-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DoQ8Ps+SCrvVmJaMsjlYorlDoqmJ66yQoMqwQddBTNwFG+HGdQlPSIk6IWviBe/I 6LmmbraZQlP97u1oCgB2Uw== 0000950124-99-005145.txt : 19990914 0000950124-99-005145.hdr.sgml : 19990914 ACCESSION NUMBER: 0000950124-99-005145 CONFORMED SUBMISSION TYPE: 10-Q/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19981231 FILED AS OF DATE: 19990913 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SYBRON INTERNATIONAL CORP CENTRAL INDEX KEY: 0000824803 STANDARD INDUSTRIAL CLASSIFICATION: DENTAL EQUIPMENT & SUPPLIES [3843] IRS NUMBER: 222849508 STATE OF INCORPORATION: WI FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 10-Q/A SEC ACT: SEC FILE NUMBER: 001-11091 FILM NUMBER: 99710617 BUSINESS ADDRESS: STREET 1: 411 E WISCONSIN AVE 24TH FLR CITY: MILWAUKEE STATE: WI ZIP: 53202 BUSINESS PHONE: 4142746600 MAIL ADDRESS: STREET 1: 411 EAST WISCONSIN AVE CITY: MILWAUKEE STATE: WI ZIP: 53202 FORMER COMPANY: FORMER CONFORMED NAME: SYBRON INTERNATIONAL INC DATE OF NAME CHANGE: 19951221 10-Q/A 1 AMENDMENT TO FORM 10-Q 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A AMENDMENT NO. 1 TO [X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended December 31, 1998 or [ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to ------- ------- Commission File Number: 1-11091 SYBRON INTERNATIONAL CORPORATION -------------------------------- (Exact name of registrant as specified in its charter) Wisconsin 22-2849508 --------- ---------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 411 East Wisconsin Avenue, Milwaukee, Wisconsin 53202 - ----------------------------------------------- ----- (Address of principal executive offices) (Zip Code) (414) 274-6600 -------------- (Registrant's telephone number, including area code) - ------------------------------------------------------------------- (Former name, former address and former fiscal year, if changed since last report.) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No --- --- At February 9, 1999 there were 103,254,043 shares of the Registrant's Common Stock, par value $0.01 per share, outstanding. 1 2 SYBRON INTERNATIONAL CORPORATION AND SUBSIDIARIES
Index Page - ----------------------------------------- ---- PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS Consolidated Balance Sheets, December 31, 1998 and September 30, 1998 (unaudited) 2 Consolidated Statements of Income for the three months ended December 31, 1998 and 1997 (unaudited) 3 Consolidated Statements of Shareholders' Equity for the year ended September 30, 1998 and the three months ended December 31, 1998 (unaudited) 4 Consolidated Statements of Cash Flows for the three months ended December 31, 1998 and 1997 (unaudited) 5 Notes to Unaudited Consolidated Financial Statements 6 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 13 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 26 PART II - OTHER INFORMATION ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS 29 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 29 ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 30 SIGNATURES 31
Explanatory Note. This Form 10-Q/A - Amendment No. 1 to Form 10-Q contains the full text of Sybron International Corporation's Form 10-Q for the quarter ended December 31, 1998, as amended to reflect amendments to the following items of it's initial filing: Part I Item 1 (Financial Statements), Item 2 (Management's Discussion and Analysis of Financial Condition and Results of Operations and Item 3 (Quantitative and Qualitative Disclosures About Market Risk) and Part II Item 6 (Exhibits and Reports on Form 8-K.) 3 PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS SYBRON INTERNATIONAL CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (UNAUDITED) (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
ASSETS December 31, September 30, 1998 1998 ------------ ------------- Current assets: Cash and cash equivalents....................................... $ 21,750 $ 23,891 Accounts receivable (less allowance for doubtful receivables of $6,158 and $5,693, respectively)............... 182,247 192,657 Inventories (note 2)............................................ 176,560 165,793 Deferred income taxes........................................... 25,478 30,305 Net assets held for sale (note 8)............................... 50,649 51,562 Prepaid expenses and other current assets....................... 18,679 17,429 --------- --------- Total current assets....................................... 475,363 481,637 --------- --------- Property, plant and equipment net of accumulated depreciation of $192,318 and $178,048, respectively........................ 227,140 222,758 Intangible assets................................................. 854,815 817,058 Deferred income taxes............................................. 14,718 15,242 Other assets...................................................... 6,451 8,848 --------- --------- Total assets............................................... $1,578,487 $1,545,543 ========= ========= LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable................................................ $ 45,233 $ 49,713 Current portion of long-term debt............................... 40,316 39,396 Income taxes payable............................................ 14,451 20,195 Accrued payroll and employee benefits........................... 31,427 39,950 Restructuring reserve (note 6).................................. 6,373 7,609 Reserve for discontinued operations............................. 3,574 12,201 Deferred income taxes........................................... 10,128 9,072 Other current liabilities....................................... 34,387 37,785 --------- --------- Total current liabilities................................... 185,889 215,921 --------- --------- Long-term debt.................................................... 828,347 790,089 Deferred income taxes............................................. 49,570 50,564 Other liabilities................................................. 12,863 13,912 Commitments and contingent liabilities: Shareholders' equity: Preferred Stock, $.01 par value; authorized 20,000,000 shares - - Common Stock, $.01 par value; authorized 250,000,000 shares, issued 103,155,459 and 102,902,496 shares, respectively 1,032 1,029 Equity Rights, 50 rights at $1.09 per right.................... - - Additional paid-in capital...................................... 237,731 234,069 Retained earnings............................................... 284,507 260,647 Cumulative foreign currency translation adjustment.............. (21,452) (20,688) Treasury common stock, 220 shares at cost ...................... - - --------- --------- Total shareholders' equity................................. 501,818 475,057 --------- --------- Total liabilities and shareholders' equity................. $1,578,487 $1,545,543 ========= =========
See accompanying notes to unaudited consolidated financial statements. 2 4 SYBRON INTERNATIONAL CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) (IN THOUSANDS, EXCEPT PER SHARE DATA)
Three Months Ended December 31, 1998 1997 ---- ---- Net sales............................................. $248,330 $214,820 Cost of sales: Cost of product sold............................... 122,562 103,183 Depreciation of purchase accounting adjustments.... 167 165 ------- ------- Total cost of sales................................... 122,729 103,348 ------- ------- Gross profit.......................................... 125,601 111,472 Selling, general and administrative expenses.......... 62,771 57,810 Merger, transaction and integration expenses (note 7)............................................. 2,691 - Depreciation and amortization of purchase accounting adjustments............................... 7,260 6,077 ------- ------- Operating income...................................... 52,879 47,585 ------- ------- Other income (expense): Interest expense................................... (14,116) (13,275) Amortization of deferred financing fees............ (80) (53) Other, net......................................... 242 (57) ------- ------- Income before income taxes and discontinued operations .......................................... 38,925 34,200 Income taxes.......................................... 15,604 13,386 ------- ------- Income from continuing operations..................... 23,321 20,814 Income from discontinued operations (net of income tax of $385 and $780) (note 8)........................... 539 1,132 ------- ------- Net income............................................ $ 23,860 $ 21,946 ======= ======= Basic earnings per common share from continuing operations........................................... $ .23 $ .20 Discontinued operations............................... -- .02 --- --- Basic earnings per share.............................. $ .23 $ .22 === === Diluted earnings per common share from continuing operations........................................... $ .22 $ .20 Discontinued operations............................... .01 .01 --- --- Diluted earnings per common share..................... $ .23 $ .21 === ===
See accompanying notes to unaudited consolidated financial statements. 3 5 SYBRON INTERNATIONAL CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY FOR THE YEAR ENDED SEPTEMBER 30, 1998 AND THE THREE MONTHS ENDED DECEMBER 31, 1998 (UNAUDITED) (IN THOUSANDS, EXCEPT SHARE DATA)
CUMULATIVE FOREIGN ADDITIONAL CURRENCY TREASURY TOTAL COMMON EQUITY PAID-IN RETAINED TRANSLATION COMMON SHAREHOLDERS' STOCK RIGHTS CAPITAL EARNINGS ADJUSTMENT STOCK EQUITY --------- ------ ---------- -------- ---------- -------- ------------- Balance at September 30, 1997........... $ 1,014 $ -- $ 212,664 $ 189,965 $ (24,981) $ (1) $ 378,661 Shares issued in connection with the exercise of 1,445,760 stock options........................... 15 -- 12,970 -- -- -- 12,985 Conversion of 200 equity rights to 872 shares of common stock.................. -- -- -- (1) -- 1 -- Tax benefits related to stock options.... -- -- 7,291 -- -- -- 7,291 Dividends paid by "A" Company prior to the merger.................... -- -- 314 (479) -- -- (165) Dividends paid by Pinnacle Products of Wisconsin prior to the merger.......... -- -- -- (4,682) -- -- (4,682) Shares issued related to a deferred compensation plan of "A" Company....... -- -- 830 -- -- -- 830 Net income (Unaudited)................... -- -- -- 75,844 -- -- 75,844 Cumulative foreign currency translation adjustment.................. -- -- -- -- 4,293 -- 4,293 --------- ----- --------- --------- --------- --------- --------- Balance at September 30, 1998 $ 1,029 $ -- $ 234,069 $ 260,647 $ (20,688) $ -- $ 475,057 ========= ===== ========= ========= ========= ========= ========= Shares issued in connection with the exercise of 252,963 stock options........................... 3 -- 2,233 -- -- -- 2,236 Tax benefits related to stock options.... -- -- 1,429 -- -- -- 1,429 Net income (Unaudited)................... -- -- -- 23,860 -- -- 23,860 Cumulative foreign currency translation adjustment.................. -- -- -- -- (764) -- (764) --------- ----- --------- --------- --------- --------- --------- Balance at December 31, 1998 $ 1,032 $ -- $ 237,731 $ 284,507 $ (21,452) $ -- $ 501,818 ========= ===== ========= ========= ========= ========= =========
See accompanying notes to unaudited consolidated financial statements. 4 6 SYBRON INTERNATIONAL CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (IN THOUSANDS)
Three Months Ended December 31, 1998 1997 ---- ---- Cash flows from operating activities: Net income................................................................ $ 23,860 $ 21,946 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation............................................................. 8,542 7,488 Amortization............................................................. 7,292 6,104 Provision for losses on doubtful accounts................................ 294 (95) Inventory provisions..................................................... 313 (629) Deferred income taxes.................................................... (5,413) 92 Changes in assets and liabilities: Decrease in accounts receivable.......................................... 14,484 2,937 Increase in inventories.................................................. (7,413) (8,419) Decrease (increase) in prepaid expenses and other current assets......... 3,306 (5,587) Increase (decrease) in accounts payable.................................. (6,156) 635 Increase (decrease) in income taxes payable.............................. (4,628) 2,751 Decrease in accrued payroll and employee benefits........................ (9,580) (6,334) Decrease in reserve for discontinued operations.......................... (8,627) - Decrease in restructuring reserve........................................ (1,236) - Increase in other current liabilities................................... 2,802 2,901 Net change in other assets and liabilities............................... 644 10,763 -------- ------- Net cash provided by operating activities................................ 18,484 34,553 Cash flows from investing activities: Capital expenditures..................................................... (6,007) (9,221) Proceeds from sales of property, plant, and equipment.................... 115 1,729 Net payments for businesses acquired..................................... (54,059) (53,287) -------- -------- Net cash used in investing activities................................... (59,951) (60,779) Cash flows from financing activities: Proceeds - revolving credit facility...................................... 79,700 82,800 Principal payments - revolving credit facility............................ (127,700) (42,400) Principal payments on long-term debt...................................... (10,602) (9,608) Proceeds from the exercise of common stock options........................ 2,236 2,870 Deferred financing fees................................................... (5) - Other..................................................................... 1,634 (3,580) -------- ------- Net cash provided by financing activities................................ 41,263 30,082 Effect of exchange rate changes on cash.................................... (1,937) (755) Net increase (decrease) in cash and cash equivalents....................... (2,141) 3,101 Cash and cash equivalents at beginning of year............................. 23,891 18,003 -------- ------- Cash and cash equivalents at end of period................................. $ 21,750 21,104 ======== ======= Supplemental disclosures of cash flow information: Cash paid during the period for interest.................................. $ 15,019 $ 14,076 Cash paid during the period for income taxes.............................. 14,446 6,924 Capital lease obligations incurred........................................ 145 165
See accompanying notes to unaudited consolidated financial statements. 5 7 SYBRON INTERNATIONAL CORPORATION AND SUBSIDIARIES NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS 1. In the opinion of management, all adjustments which are necessary for a fair statement of the results for the interim periods presented have been included. All such adjustments were of a normal recurring nature. The results for the three month period ended December 31, 1998 are not necessarily indicative of the results to be expected for the full year. Certain amounts from the three month period ended December 31, 1997, as originally reported, have been reclassified to conform with the three month period ended December 31, 1998 presentation. All prior period data has been adjusted to reflect the results of LRS Acquisition Corp. ("LRS"), the parent of "A" Company Orthodontics ('"A" Company'), and Pinnacle Products of Wisconsin, Inc. ("Pinnacle"), which merged with subsidiaries of the Company on April 9, 1998 and October 29, 1998, respectively. The results of LRS and Pinnacle, each of whose merger was accounted for as a pooling of interests, were combined with the Company's previously reported results as if the mergers occurred as of the beginning of all reported periods. In addition, all prior period data has been adjusted to reflect the reclassification of the businesses of Nalge Process Technologies Group, Inc. ("NPT") to discontinued operations. (See note 8) 2. Inventories at December 31, 1998 consist of the following: (In thousands) Raw materials $ 53,577 Work-in-process 32,903 Finished goods 96,432 LIFO Reserve (6,352) -------- $176,560 ======== 3. Effective October 1, 1998, the Company adopted Statement of Financial Accounting Standards No. 130, Reporting Comprehensive Income ("SFAS 130"). SFAS 130 requires the reporting of comprehensive income in addition to net income from operations. Comprehensive income is a more inclusive financial reporting methodology that includes disclosure of certain financial information that historically has not been recognized in the calculation of income. 6 8 Comprehensive income and the components of comprehensive income (loss) for the three-month periods ended December 31, 1998 and 1997 are as follows: (In thousands) Three months ended December 31, 1998 1997 ---- ---- Net income $ 23,860 $21,946 Other comprehensive income (loss) Foreign currency translation (764) (134) ------ ------ Comprehensive income $ 23,096 $21,812 ====== ====== 4. Acquisitions completed in the first quarter of fiscal 1999 are as follows: (a) On October 2, 1998, a subsidiary of Sybron Laboratory Products Corporation ("SLPC") purchased Invitro Scientific Products, Inc. ("IVSP"), which is located in St. Louis, Missouri and produces roller bottles and packaging containers used in biological production facilities to manufacture vaccines, pharmaceuticals, and other reagents. IVSP's annual sales are approximately $5 million. (b) On October 13, 1998, SLPC acquired the stock of Corning Samco Corporation ("Samco"), which is located in San Fernando, California. Samco is a leading manufacturer of disposable plastic products used to store and transfer small amounts of liquids in the laboratory. The two major products are transfer pipettes and specimen containers. Samco had net sales of approximately $23 million in calendar year 1997. (c) On October 29, 1998, Sybron completed the merger of Pinnacle Products of Wisconsin, Inc. ("Pinnacle") and a subsidiary of Sybron formed for that purpose (the "Pinnacle Merger") and a related purchase of real estate used in Pinnacle's operations. Pinnacle is a manufacturer of dental disposal infection control products with annual sales of approximately $12 million. Under the terms of the merger agreement and the related real estate purchase agreement the Pinnacle shareholder received 1,897,418 shares of the Company's common stock, including 50,461 shares for the purchase of the real estate owned by the shareholder and used in the operations of Pinnacle. The Pinnacle Merger and related real estate transaction was valued at approximately $46.0 million (based on the Company's closing price on October 29, 1998). The merger was structured as a tax-free reorganization and has been accounted for as a pooling of interests. Accordingly, the Company's historical financial information has been restated to include the financial results of Pinnacle. 7 9 Results of the Company and Pinnacle before and after giving effect to the Pinnacle Merger are as follows:
Three Months Ended Three Months Ended December 31, 1998 December 31, 1997 ----------------- ----------------- (Unaudited) (In thousands) Total net sales: The Company $244,802 $211,801 Pinnacle 3,528 3,019 ------- ------- The Company, giving effect to the merger $248,330 $214,820 ======= ======= Net income: The Company $ 22,719 $ 21,204 Pinnacle (i) 1,141 742 ------- ------ The Company, giving effect to the merger $ 23,860 $ 21,946 ======= ======
---------- (i) Prior to the merger, Pinnacle was an S corporation and, therefore, income tax expense was not reflected in its historical net income. A Pro forma adjustment to net income of $0.5 million is reflected in the three month period ended December 31, 1997. (d) On November 2, 1998, a subsidiary of SLPC purchased certain assets of the Pacofin Intersep Filtration Products business from Pacofin Ltd. The business, located in Wokingham, England and to be consolidated with Nalge Nunc International operations, produces ultra filtration products. Intersep's annual sales are approximately $0.9 million. Acquisitions completed after the first quarter of fiscal 1999 are as follows: (a) On January 5, 1999, a subsidiary of SLPC acquired the assets of Scientific Resources, Inc. ("SRI"), a producer and distributor of chromatography supplies located in Eatontown, New Jersey. SRI's principal products are vials, caps and septa, and disposable products used mainly in gas chromatography and high pressure liquid chromatography applications. SRI sells mainly to analytical chemistry laboratories in the pharmaceutical, environmental, chemical, food, forensic, academic and energy industries. Annual sales are approximately $4.5 million. (b) On January 6, 1999, a subsidiary of SLPC acquired certain operating assets of Rascher & Betzold, Inc., a manufacturer of high precision-grade hydrometers, thermometers and scientific glassware located in Chicago, Illinois. Annual sales are approximately $0.1 million. 8 10 (c) On January 6, 1999, a subsidiary of SLPC acquired the assets of Laboratory Devices, Inc. ("LDI"), a manufacturer of melting point apparatus and other constant temperature laboratory equipment. LDI's annual sales are approximately $1.0 million. (d) On January 7, 1999, a subsidiary of SLPC acquired the HistoScreen(R) and HistoGel(TM) product lines of Perk Scientific. These products, with annual sales of approximately $1.0 million, are used for handling small tissue specimens during histology processing. (e) On January 22, 1999, SLPC acquired Molecular BioProducts, Inc. ("MBP"), located in San Diego, California. MBP is one of the leading manufacturers of disposable liquid handling products used in molecular biology and life science markets. MBP's annual sales are approximately $19.0 million. (f) On February 3, 1999, a subsidiary of SLPC acquired Stahmer, Weston & Co., Inc. ("Stahmer Weston") located in Portsmouth, New Hampshire. Stahmer Weston produces a line of hand care products for health care workers and a line of specimen container products. Annual sales are approximately $3.0 million. All of the acquisitions, except for the merger with Pinnacle, were made for cash and are being accounted for as purchases with the results of the acquired entity being included in the Company's financial statements from the date of the acquisition. 5. On January 30, 1998 the Company announced a two-for-one stock split in the form of a 100 percent stock dividend (one share of stock for each outstanding share of stock), which was distributed on February 20, 1998, to shareholders of record at the close of business on February 12, 1998. The financial results for all periods presented have been restated to reflect this change. 6. In June 1998, the Company recorded a restructuring charge of approximately $24.0 million (approximately $16.7 million after tax or $.16 per share on a diluted basis) for the rationalization of certain acquired companies, combination of certain production facilities, movement of certain customer service and marketing functions, and the exiting of several product lines. The restructuring charge was originally classified as components of cost of sales (approximately $6.4 million relating entirely to the write-off of inventory), selling, general and administrative expenses (approximately $16.9 million) and income tax expense (approximately $0.7 million). Upon reclassifying NPT to a discontinued operation in December, 1998, approximately $0.3 million and $0.6 million were reclassified from cost of sales and selling, general and administrative expenses to discontinued operations. In addition in the September 30, 1998 balance sheet, approximately $0.4 million of the remaining restructuring reserve at NPT was reclassified from restructuring reserve to net assets held for sale. Activity with respect to the restructuring charge since June 1998 is as follows: 9 11 Restructuring activity and components are as follows:
Shut- Inventory Lease down Write- Fixed Contractual Severance(a) Pymts.(b) Costs(b) off(c) Assets(c) Tax(d) Goodwill(e) Obligations(f) Other Total ------------ --------- -------- ------- --------- ------ ----------- -------------- ----- ----- 1998 Restructuring charge $8,500 $400 $500 $6,400 $2,300 $700 $2,100 $1,000 $2,100 $24,000 1998 Cash payments 3,300 100 100 -- -- -- -- 400 700 4,600 1998 Non cash charges -- -- -- 6,400 2,300 -- 2,100 -- 600 11,400 ------ ---- ---- ------ ------ ---- ------ ------ ------ ------- September 30, 1998 balance $5,200 $300 $400 $ -- $ -- $700 $ -- $ 600 $ 800 $ 8,000 1999 cash payments 1,100 -- -- -- -- -- -- 100 100 1,300 Adjustments(g) -- -- -- -- -- -- -- -- 400 400 ------ ---- ---- ------ ------ ---- ------ ------ ------ ------- December 31, 1998 balance $4,100 $300 $400 -- -- $700 -- $500 $300 $6,300 ====== ==== ==== ====== ====== ==== ====== ==== ==== ======
(a) Amounts represent severance and termination costs for approximately 165 notified employees (primarily sales and marketing personnel). All of these termination benefits were charged to selling general and administrative expenses. As of December 31, 1998, 139 employees were terminated as a result of the plan to terminate employees. No significant adjustments were made to the liability. (b) Amounts represent lease payments and shutdown costs on exited facilities. (c) Amounts represent write-offs of inventory and fixed assets associated with discontinued product lines. (d) Amounts consist of a statutory tax relating to transferring assets from a sales office in Zurich, Switzerland to Amsterdam, Netherlands. (e) Amounts consist of goodwill associated with exited product lines primarily associated with SLPC. (f) Amounts consist of contractual obligations, primarily associated with Sybron Dental Specialties, Inc. (g) Amounts represent reserves associated with NPT which were reclassified to discontinued operations. The Company expects to make future cash payments of approximately $2,800, $2,200 and $500 in the second, third and fourth quarters of fiscal 1999, respectively and approximately $800 in fiscal 2000 and beyond. The actions associated with the SLPC and Sybron Dental Specialties, Inc.("SDS") restructuring are expected to eliminate annual costs of $5.3 million and $11.0 million, respectively. The savings at SLPC were revised from the original estimate of $6.1 million to eliminate savings associated with Nalge Process Technologies Group, Inc., a discontinued operation. Savings at SLPC were projected to result from: i) reduced salaries and related expenses associated with the elimination of duplicative sales, marketing and administrative personnel at Nalge Nunc International (approximately $2.5 million), ii) reduced salaries and related expenses from consolidating sales, marketing and administrative personnel at Remel Inc. and Alexon Trend (approximately $1.2 million), iii) reduced salaries and related expenses associated with eliminating duplicative sales personnel due to product line consolidation at Owl Separation Systems, Inc. (approximately $0.7 10 12 million), iv) reduced salaries and related expenses associated with eliminating duplicative sales, marketing and administrative personnel at Nalge Process Technologies Group, Inc. (approximately $0.6 million), v) reduced salaries and related expenses associated with eliminating duplicative sales, information systems and marketing personnel at Barnstead Thermolyne Corporation (approximately $0.5 million), vi) reduced salaries and related expenses associated with eliminating duplicative sales and administrative functions at other SLPC locations (approximately $0.4 million) and vii) rent and related facility costs at Sani-Tech (approximately $0.2 million). Savings at SDS were projected to result from: i) reduced salaries and related employee expenses associated with a reduction in the number of sales representatives (approximately $2.9 million), ii) the elimination of duplicative costs associated with combining the SDS sales office located in Zurich, Switzerland into an existing "A" Company facility in the Netherlands (approximately $2.4 million), iii) a reduction in marketing, accounting and information technology, customer service, administrative and legal costs resulting from the elimination of duplicative functions at "A" Company and SDS (approximately $1.5 million, $0.8 million, $0.3 million, $0.1 million and $0.1 million, respectively), iv) a reduction of salaries and related expenses associated with the elimination of executive staff and Directors fees at "A" Company (approximately $1.7 million), v) the anticipation of subleasing the "A" Company administrative facility after moving administrative functions into SDS's existing facility in Orange, California (approximately $0.6 million), vi) the elimination of duplicative costs associated with combining a research and development office in Michigan with an existing research and development office in Orange, California (approximately $0.3 million) and vii) costs associated with combining a Japanese sales office into an existing Japanese sales office (approximately $ 0.3 million). The initial period of savings began in the third quarter of fiscal 1998. At that time the Company estimates it saved approximately $0.7 million (or $2.8 million on an annualized basis). In the fourth quarter of fiscal 1998, the Company estimates it saved approximately $3.1 million (or $12.4 million on an annualized basis). Other than the revision resulting from the sale of NPT, actual savings to date have been in line with management's expectations. We do not anticipate and have not experienced to date, significant offsets to savings in either increased expenses or reduced revenues. In the first quarter of fiscal 1999, the Company estimates it saved approximately $3.7 million (or $14.8 million on an annualized basis). 7. In the quarter ended December 31, 1998, the Company incurred approximately $2.7 million ($1.6 million after tax or $.02 per share on a diluted basis) of costs associated with the Pinnacle Merger and the integration of "A" Company, a subsidiary of LRS. Approximately $2.0 million of these charges were related to the Pinnacle Merger and consisted of non-shareholder compensation of $1.9 million and other transaction expenses of approximately $0.1 million. The remaining $0.7 million related to ongoing merger and integration expenses associated with the LRS Merger. The Company expects to incur an estimated additional $0.6 million before taxes in both the second and third quarters of fiscal 1999. 8. On January 22, 1999, Sybron announced plans to conclude negotiations to sell NPT, and on February 10, 1999, announced Nalge Nunc International Corporation had signed an agreement to sell NPT to Norton Performance Plastics Corporation. Completion of the sale is subject to obtaining necessary 11 13 governmental approvals. As set forth in footnote 1 above, all prior period data has been adjusted to reflect the reclassification of NPT to discontinued operations. The Company expects to record the gain on the sale of NPT as an extraordinary item. Sales from NPT were $10.3 million and $12.8 million in the quarters ended December 31, 1998 and 1997, respectively. Certain expenses have been allocated to discontinued operations including interest expense which was allocated based upon the historical purchase prices and cash flows of the companies comprising NPT. The components of net assets of discontinued operations included in the Consolidated Balance Sheets at September 30 and December 31, 1998 are as follows:
December 31, September 30, 1998 1998 ---- ---- (Unaudited) (In thousands) Cash $ 341 $ 317 Net account receivables 8,402 8,977 Net inventories 10,250 10,152 Other current assets 233 158 Intangible assets 33,377 33,607 Property plant and equipment - net 3,013 2,930 Current portion of long term debt (29) (25) Accounts payable (2,619) (2,339) Accrued liabilities (1,017) (1,012) Deferred income taxes- net (1,298) (1,195) Long term debt (4) (8) ---------- -------- $ 50,649 $ 51,562 ========== ========
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS GENERAL The subsidiaries of the Company are leading manufacturers of value-added products for the laboratory and professional dental and orthodontic markets in the United States and abroad. The laboratory businesses are grouped under Sybron Laboratory Products Corporation ("SLPC"), and the dental and orthodontic businesses are grouped under Sybron Dental Specialties, Inc. ("SDS"). Their major product categories and their primary subsidiaries in each category are as follows: 12 14 SLPC ----
Labware and Life Sciences Diagnostics and Microbiology - ------------------------- ---------------------------- Nalge Nunc International Corporation Applied Biotech, Inc. National Scientific Company CASCO-NERL Diagnostics Corporation Nunc A/S Diagnostic Reagents, Inc. Nalge (Europe), Ltd. Alexon-Trend, Inc. Molecular BioProducts, Inc. Remel Inc. Clinical and Industrial Laboratory Equipment - ----------------------- -------------------- Erie Scientific Company Barnstead Thermolyne Corporation Chase Scientific Glass, Inc. Lab-Line Instruments, Inc. The Naugatuck Glass Company Richard-Allan Scientific Company Samco Scientific Corporation Gerhard Menzel Glasbearbeitungswerk GmbH & Co. K.G. SDS --- Professional Dental Orthodontics - ------------------- ------------ Kerr Corporation Ormco Corporation Beavers Dental Company Allesee Orthodontic Appliances, Inc. Metrex Research Corporation Pinnacle Products, Inc
Over the past several years the Company has been pursuing a growth strategy designed to increase sales and enhance operating margins. Elements of that strategy include emphasis on acquisitions, product line extensions, new product introductions and international growth. When we use the terms "we" or "our" in this report, we are referring to Sybron International Corporation and its subsidiaries. Our fiscal year ends on September 30. Our results for the first quarter of fiscal 1999 contain charges relating to integration charges associated with the merger with LRS Acquisition Corp. ("LRS") (the "LRS Merger"), the parent of "A" Company, and transaction costs associated with the merger with Pinnacle Products of Wisconsin, Inc. ("Pinnacle") (the "Pinnacle Merger"). In addition, because the LRS and Pinnacle Mergers are each accounted for as a pooling of interests, all prior period data have been adjusted to reflect the historical results of LRS, "A" Company and Pinnacle as if the Mergers took place on the first day of the reporting 13 15 period. In addition, as a result of management's decision to sell Nalge Process Technologies Group, Inc. ("NPT"), historical financial data relating to NPT have been reclassified to discontinued operations. All results referred to below include the adjustments to the historical results for the pooling of interest transactions and the discontinued operation, unless otherwise specifically noted. Both our sales and operating income for the quarter ended December 31, 1998 grew over the corresponding prior year period. Net sales for the quarter ended December 31, 1998 increased by 15.6% over the corresponding fiscal 1998 period. Operating income for the quarter before merger, transaction and integration related expenses increased by 16.8% over the corresponding fiscal 1998 period. Sales growth in the quarter ended December 31, 1998 was strong both domestically and internationally. Domestic and international sales increased by 17.0% and by 12.7%, respectively, over the corresponding fiscal 1998 period. Acquisitions aided sales growth significantly during the quarter accounting for $24.0 million and $8.9 million of the domestic and international sales increase, respectively. This quarter showed internal growth of 4.1% prior to adjustments for the pooling of interest transactions. We continue to maintain an active program of developing and marketing new products and product line extensions, as well as pursuing growth through acquisitions. We completed four acquisitions in the first quarter of fiscal 1999 and six in the second fiscal quarter through February 3, 1999. (See Note 4 to the Unaudited Consolidated Financial Statements.) Our results of operations include goodwill amortization, other amortization, and depreciation. These non-cash charges totaled $15.8 million and $13.6 million for the quarters ended December 31, 1998 and 1997, respectively. Because our operating results reflect significant depreciation and amortization expense largely associated with stepped-up assets and goodwill from our acquisition program and the leveraged buyout in 1987 of a company known at that time as Sybron Corporation (the "Acquisition"), we believe our "Adjusted EBITDA" is a useful measure of our ability to internally fund our liquidity requirements. "Adjusted EBITDA" (while not a measure of generally accepted accounting principles, ("GAAP"), and not a substitute for GAAP measured earnings or cash flows or an indication of operating performance or a measure of liquidity) represents, for any relevant period, net income from continuing operations plus (i) interest expense, (ii) provision for income taxes, (iii) acquisition related expenses and (iv) depreciation and amortization, all determined on a consolidated basis and in accordance with GAAP. Our Adjusted EBITDA amounted to $71.6 million and $61.1 million, respectively for the quarters ended December 31, 1998 and 1997, respectively. Substantial portions of our sales, income and cash flows are derived internationally. The financial position and the results of operations from substantially all of our international operations, other than most U.S. export sales, are measured using the local currency of the countries in which such operations are conducted and are then translated into U.S. dollars. While the reported income of foreign subsidiaries will be impacted by a weakening or strengthening of the U.S. dollar in relation to a particular local currency, the effects of foreign currency fluctuations are partially mitigated by the fact that manufacturing costs and other 14 16 expenses of foreign subsidiaries are generally incurred in the same currencies in which sales are generated. Such effects of foreign currency fluctuations are also mitigated by the fact that such subsidiaries' operations are conducted in numerous foreign countries and, therefore, in numerous foreign currencies. In addition, our U.S. export sales may be impacted by foreign currency fluctuations relative to the value of the U.S. dollar as foreign customers may adjust their level of purchases upward or downward according to the weakness or strength of their respective currencies versus the U.S. dollar. From time to time we may employ currency hedges to mitigate the impact of foreign currency fluctuations. If currency hedges are not employed, we may be exposed to earnings volatility as a result of foreign currency fluctuations. In October 1997, we decided to employ a series of foreign currency options with a U.S. dollar notional amount of approximately $13.6 million at a cost of approximately $0.4 million. Two of these options were sold in the third quarter of fiscal 1998 for $0.4 million. The remaining options expired worthless in the fourth quarter of 1998. These options were designed to protect the Company from potential detrimental effects of currency movements associated with the U.S. dollar versus the German mark and the French franc as compared to the third and fourth quarters of 1997. In October 1998, we again decided to employ a series of foreign currency options with a U.S. dollar notional amount of approximately $45.7 million at a cost of approximately $0.3 million. These options are designed to protect the Company from potential detrimental effects of currency movements associated with the U.S. dollar versus the German mark, French franc, Swiss franc, and Japanese yen in the second, third and fourth quarters of fiscal 1999. RESULTS OF OPERATIONS QUARTER ENDED DECEMBER 31, 1998 COMPARED TO THE QUARTER ENDED DECEMBER 31, 1997 NET SALES. Net sales for the three months ended December 31, 1998 were $248.3 million, an increase of $33.5 million (15.6%) from net sales of $214.8 million for the corresponding three months ended December 31, 1997. Sales in the laboratory segment were $156.4 million for the three months ended December 31, 1998, an increase of 25.9% from the corresponding 1998 fiscal period. Increased sales in the laboratory segment resulted primarily from (i) sales of products of acquired companies, net of a divested product line (approximately $27.9 million), (ii) price increases (approximately $1.7 million), (iii) increased volume from sales of existing products (approximately $1.6 million), (iv) increased volume from sales of new products (approximately $1.1 million) and (v) favorable foreign currency impacts (approximately $0.8 million). Increased sales in the laboratory segment were partially offset by an unfavorable product mix (approximately $0.8 million). In the dental segment, net sales were $91.9 million for the three months ended December 31, 1998, an increase of 1.5% from the corresponding fiscal 1998 period. Increased sales in the dental segment resulted primarily from (i) sales of products of acquired companies, net of discontinued product lines (approximately $3.3 million) and (ii) increased volume from sales of new products (approximately $0.4 million). Increased sales in the dental segment were partially offset by reduced volume from sales of existing products (approximately $2.3 million). GROSS PROFIT. Gross profit for the three months ended December 31, 1998 was $125.6 million, an increase of 12.7% from gross profit of $111.5 million for the corresponding fiscal 1998 period. Gross profit in the laboratory segment was $73.6 million (47.1% of net segment sales), an increase of 24.8% from gross profit of $59.0 million (47.5% of net segment sales) during the corresponding fiscal 1998 period. Gross profit in the laboratory segment increased primarily as a result of (i) the effects of acquired companies 15 17 (approximately $12.9 million), (ii) price increases (approximately $1.7 million) and (iii) increased volume (approximately $1.3 million). Increased gross profit in the laboratory segment was partially offset by (i) increased manufacturing overhead (approximately $0.9 million) and (ii) an unfavorable product mix (approximately $0.5 million). In the dental segment, gross profit was $52.0 million (56.5% of net segment sales) for the three months ended December 31, 1998, a decrease of 1.0% from gross profit of $52.5 million (57.9% of net segment sales) during the corresponding fiscal 1998 period. The changes in gross profit in the dental segment resulted primarily from (i) the effects of acquired companies (approximately $1.6 million), (ii) decreased manufacturing overhead (approximately $1.2 million) and (iii) an improved product mix (approximately $0.3 million). Increased gross profit was offset by (i) inventory adjustments (approximately $2.2 million), (ii) reduced volume (approximately $1.1 million) and (iii) unfavorable foreign currency impacts (approximately $0.3 million). SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and administrative expenses for the three months ended December 31, 1998 were $72.7 million, (29.3% of net sales) as compared to $63.9 million (29.7% of net sales) in the corresponding fiscal 1998 period. Selling, general and administrative expenses prior to merger, transaction and integration expenses for the three months ended December 31, 1998 were $70.0 million (28.2% of net sales) as compared to $63.9 million (29.7% of net sales) in the corresponding fiscal 1998 period. General and administrative expenses at the corporate level, including amortization of purchase accounting adjustments and goodwill associated with acquisitions, were $5.7 million, representing an increase of 8.6% from $5.2 million in the corresponding fiscal 1998 period. The increase at the corporate level was primarily due to increased professional service expenses. Selling, general and administrative expenses at the subsidiary level, including amortization of intangibles, were $64.4 million (25.9% of net sales), representing an increase of 9.7% from $58.7 million (27.3% of net sales) in the corresponding fiscal 1998 period. Increases at the subsidiary level were primarily due to (i) expenses related to newly acquired businesses (approximately $5.3 million), (ii) increased general and administrative expenses (approximately $1.2 million), (iii) increased amortization of intangible assets related to acquired businesses (approximately $1.2 million) and (iv) increased research and development expenditures (approximately $0.4 million), partially offset by (i) a reduction in marketing expense (approximately $1.9 million) and (ii) favorable foreign currency impacts (approximately $0.5 million). OPERATING INCOME. Operating income before merger, transaction and integration expenses was $55.6 million (22.4% of net sales) for the three months ended December 31, 1998 compared to $47.6 million (22.2% of net sales) in the corresponding fiscal 1998 period. Operating income in the laboratory segment was $34.9 million (22.3% of net segment sales) compared to $27.7 million (22.3% of net segment sales) in the corresponding fiscal 1998 period. Operating income in the dental segment was $20.6 million (22.4% of net segment sales) compared to $19.9 million (21.9% of net segment sales) in the corresponding fiscal 1998 period. INTEREST EXPENSE. Interest expense was $14.1 million for the three months ended December 31, 1998 compared to $13.3 million in the corresponding fiscal 1998 period. This increase resulted from a higher debt balance primarily from our acquisition activity. Interest expense for the three months ended December 31, 1998 and 1997 included additional non-cash interest expense of $0.3 million resulting from the adoption of SFAS No. 106. 16 18 INCOME TAXES. Taxes on income increased $2.2 million when compared to the fiscal 1998 period primarily as a result of increased earnings. NET INCOME FROM CONTINUING OPERATIONS. As a result of the foregoing, we had net income of $23.3 million for the three months ended December 31, 1998 compared to $20.8 million in the corresponding fiscal 1998 period. DISCONTINUED OPERATIONS. On January 22, 1999, Sybron announced plans to conclude negotiations to sell NPT, and on February 10, 1999, announced Nalge Nunc International Corporation had signed an agreement to sell NPT to Norton Performance Plastics Corporation. Completion of the sale is subject to obtaining necessary governmental approvals. As a result of this action, the operations of NPT have been classified as a discontinued operation and the results have been reclassified in the financial statements as if NPT had been discontinued on the first day of the reporting periods. Income from discontinued operations was $0.5 million for the first quarter of fiscal 1999, a decrease of $0.6 million from the corresponding fiscal 1998 quarter. Based upon the December 31, 1998 balance sheet of NPT, it is expected that upon consummation of the sale of NPT, approximately $50.6 million of net assets related to NPT will be removed from the Company's balance sheet. Proceeds from the sale will be applied to outstanding debt. In addition, upon consummation of the transaction the Company expects to report a gain on the sale of NPT in the consolidated statement of income. NET INCOME. As a result of the foregoing, we had net income of $23.9 million for the three months ended December 31, 1998 compared to $21.9 million in the corresponding fiscal 1998 period. DEPRECIATION AND AMORTIZATION. Depreciation and amortization expense is allocated among cost of sales, selling, general and administrative expenses and other expense. Depreciation and amortization increased $2.2 million when compared to the prior year three month period. This increase was primarily due to the amortization of intangible assets and depreciation of property, plant and equipment related to acquired companies. LIQUIDITY AND CAPITAL RESOURCES As a result of a 1987 leveraged buyout transaction (the "Acquisition") and the acquisitions we completed since 1987, we have increased the carrying value of certain tangible and intangible assets consistent with generally accepted accounting principles. Accordingly, our results of operations include a significant level of non-cash expenses related to the depreciation of fixed assets and the amortization of intangible assets, including goodwill. Goodwill and intangible assets increased by approximately $45.0 million in the first quarter of fiscal 1999, primarily as a result of continued acquisition activity. We believe, therefore, that although it is not a GAAP measure and is not a substitute for GAAP measured earnings and cash flow or an indication of operating performance or a measure of liquidity, "Adjusted EBITDA" represents a useful measure of our ability to internally fund our capital requirements. Our capital requirements arise principally from indebtedness incurred in connection with the permanent financing for the Acquisition and our subsequent refinancings, our working capital needs, primarily related to inventory and accounts receivable, our capital expenditures, primarily related to 17 19 purchases of machinery and molds, the purchase of various businesses and product lines in execution of our acquisition strategy, payments to be made in connection with our June 1998 restructuring, and the periodic expansion of physical facilities. It is currently our intent to pursue our acquisition strategy. If acquisitions continue at our historical pace, of which there can be no assurance, we may require financing beyond the capacity of our Credit Facilities (as defined below). In addition, certain acquisitions previously completed contain "earnout provisions" requiring further payments in the future if certain financial results are achieved by the acquired companies. Approximately $18.5 million of cash was generated from operating activities in the first quarter of fiscal 1999, a decrease of $16.1 million or 86.9% from the corresponding 1998 period. Decreased cash flow from operating activities was primarily from, a payment made in connection with a legal settlement relating to a discontinued operation (approximately $8.5 million), an increase in taxes paid (approximately $7.5 million), a decrease in deferred income taxes (approximately $5.4 million), decreases in other net assets (approximately $2.9 million), payments made in connection with the restructuring reserve (approximately $1.3 million) and an increase in interest paid (approximately $1.0 million) partially offset by increased Adjusted EBITDA (approximately $10.5 million). Cash flows used in investing activities were $60.0 million in the first quarter of fiscal 1999, a decrease of $0.8 million or 1.4% from the corresponding fiscal 1998 period. Decreased cash used in investing activities resulted primarily from decreased capital expenditures (approximately $3.2 million) partially offset by decreased proceeds from sales of property plant and equipment (approximately $1.6 million) and an increase in cash payments for acquiring companies (approximately $0.8 million). Net cash provided by financing activities increased by approximately $11.2 million primarily from increased borrowings under the Company's Credit Facilities described below. With respect to the restructuring charge of approximately $24.0 million which was recorded in June, 1998, of which approximately $12.6 million represents cash expenditures, as of December 31, 1998, we have made cash payments of approximately $5.9 million and reclassified approximately $0.4 million to discontinued operations. Approximately $6.4 million remains to be paid over the next twelve months. The statement contained in the immediately preceding paragraph concerning our intent to continue to pursue our acquisition strategy is a forward-looking statement. Our ability to continue our acquisition strategy is subject to a number of uncertainties, including, but not limited to, our ability to raise capital beyond the capacity of our Credit Facilities and the availability of suitable acquisition candidates at reasonable prices. See "Cautionary Factors" below. On July 31, 1995, we entered into a credit agreement (as amended, the "Credit Agreement") with Chemical Bank (now known as The Chase Manhattan Bank ("Chase")) and certain other lenders providing for a term loan facility of $300 million (the "Term Loan Facility"), and a revolving credit facility of $250 million (the "Revolving Credit Facility") (collectively the "Credit Facilities"). On the same day, we borrowed $300 million under the Term Loan Facility and approximately $122.5 million under the Revolving Credit Facility. Approximately $158.5 million of the borrowed funds were used to finance the acquisition of the Nunc group of companies (approximately $9.1 million of the acquisition price for Nunc was borrowed under our previous credit facilities). The remaining borrowed funds of approximately $264.0 million were used to repay outstanding amounts, including accrued interest, under our previous credit facilities and to pay certain fees in connection with such refinancing. On July 9, 1996, under the First Amendment to the Credit Agreement (the "First Amendment"), the capacity of the Revolving Credit Facility was increased to $300 million, and a competitive bid process was established as an additional option for us in setting interest rates. On April 25, 1997, we entered into the Second 18 20 Amended and Restated Credit Agreement (the "Second Amendment"). The Second Amendment was an expansion of the Credit Facilities. The Term Loan Facility was restored to $300 million by increasing it by $52.5 million (equal to the amount previously repaid through April 24, 1997) and the Revolving Credit Facility was expanded from $300 million to $600 million. On April 25, 1997, we borrowed a total of $622.9 million under the Credit Facilities. The proceeds were used to repay $466.3 million of previously existing LIBOR and ABR loans (as defined below) (including accrued interest and certain fees and expenses) under the Credit Facilities and to pay $156.6 million with respect to the purchase of Remel Limited Partnership which includes both the purchase price and payment of assumed debt. The $72 million of CAF borrowings (as defined below) remained in place. On July 1, 1998, we completed the First Amendment to the Second Amended Credit Agreement (the "Additional Amendment"). The Additional Amendment provided for an increase in the Term Loan Facility of $100 million. On July 1, 1998, we used the $100 million of proceeds from the Additional Amendment to pay $100 million of existing debt balances under the Revolving Credit Facility. The Additional Amendment also provides us with the ability to use proceeds from the issuance of additional unsecured indebtedness of up to $300 million to pay amounts outstanding under the Revolving Credit Facility without reducing our ability to borrow under the Revolving Credit Facility in the future. Payment of principal and interest with respect to the Credit Facilities and the Sale/Leaseback (as defined later herein) is anticipated to be our largest use of operating funds in the future. The Credit Facilities provide for an annual interest rate, at our option, equal to (a) the higher of (i) the rate from time to time publicly announced by Chase in New York City as its prime rate, (ii) the federal funds rate plus 1/2 of 1%, and (iii) the base CD rate plus 1%, (collectively referred to as "ABR") or (b) the London interbank offered rate ("LIBOR") plus 1/2% to 7/8% (the "LIBOR Margin") depending upon the ratio of our total debt to Consolidated Adjusted Operating Profit (as defined), or (c) with respect to the Revolving Credit Facility, the rate set by the competitive bid process among the parties to the Revolving Credit Facility established in the First Amendment ("CAF"). The average interest rate on the Term Loan Facility (inclusive of the swap agreements described below) in the first quarter of fiscal 1999 was 6.4% and the average interest rate on the Revolving Credit Facility in the first quarter of fiscal 1999 was 6.1%. As a result of the terms of the Credit Agreement, we are sensitive to a rise in interest rates. In order to reduce our sensitivity to interest rate increases, from time to time we enter into interest rate swap agreements. At December 31, 1998, swap agreements aggregating a notional amount of $375 million were in place to hedge against a rise in interest rates. The net interest rate paid by us is approximately equal to the sum of the swap agreement rate plus the applicable LIBOR Margin. During the first quarter of fiscal 1999, the LIBOR Margin was .75%. The swap agreement rates and durations are as follows:
SWAP AGREEMENT SWAP AGREEMENT EXPIRATION DATE NOTIONAL AMOUNT DATE RATE - --------------- --------------- ---- ---- August 13, 1999 $50 million August 13, 1993 5.540% June 8, 2002 $50 million December 8, 1995 5.500% February 7, 2001 $50 million August 7, 1997 5.910% August 7, 2001 $50 million August 7, 1997 5.897% September 10, 2001 $50 million December 8, 1995 5.623% July 31, 2002 $75 million May 7, 1997 6.385% July 31, 2002 $50 million October 23, 1998 4.733%
19 21 Also as part of the permanent financing for the Acquisition, on December 22, 1988, we entered into the sale and leaseback of what were our principal domestic facilities at that time (the "Sale/Leaseback"). In January 1999, the annual obligation under the Sale/Leaseback increased from $3.3 million to $3.6 million, payable monthly. On the fifth anniversary of the leases and every five years thereafter (including renewal terms), the rent will be increased by the percentage equal to 75% of the percentage increase in the Consumer Price Index over the preceding five years. The percentage increase to the rent in any five-year period is capped at 15%. The next adjustment will occur on January 1, 2004. We intend to fund our acquisitions, working capital requirements, capital expenditure requirements, principal and interest payments, obligations under the Sale/Leaseback, restructuring expenditures, other liabilities and periodic expansion of facilities, to the extent available, with funds provided by operations and short-term borrowings under the Revolving Credit Facility. To the extent that funds are not available from those sources, particularly with respect to our acquisition strategy, we intend to raise additional capital. As set forth above, after the Second Amendment, the Revolving Credit Facility provides up to $600 million in available credit. At December 31, 1998, there was approximately $104.4 million of available credit under the Revolving Credit Facility. Under the Term Loan Facility, on July 31, 1997 we began to repay principal in 21 consecutive quarterly installments by paying the $8.75 million due in fiscal 1997, $35.0 million due in fiscal 1998 and $8.75 million of the $36.25 million due in fiscal 1999. Remaining annual payments for fiscal years 1999-2002 are due as follows: $27.5 million, $42.5 million, $53.75 million and $223.75 million. When NPT is sold, the net proceeds of the sale will be used to retire debt outstanding under the Term Loan Facility. Upon receipt, up to $60 million of net sale proceeds will be used to repay the most current principal amounts due under the Term Loan Facility. Any additional net sale proceeds will be applied equally to the first remaining (after application of the $60 million referred to above) and the last principal payments due under the Term Loan Facility. The Credit Agreement contains numerous financial and operating covenants, including, among other things, restrictions on investments; requirements that we maintain certain financial ratios; restrictions on our ability to incur indebtedness or to create or permit liens or to pay cash dividends in excess of $50.0 million plus 50% of our consolidated net income for each fiscal quarter ending after June 30, 1995, less any dividends paid after June 22, 1994; and limitations on incurrence of additional indebtedness. The Credit Agreement permits us to make acquisitions provided we continue to satisfy all financial covenants upon any such acquisition. Our ability to meet our debt service requirements and to comply with such covenants is dependent upon our future performance, which is subject to financial, economic, competitive and other factors affecting us, many of which are beyond our control. YEAR 2000 Historically, certain computer programs were written using two digits rather than four to identify the applicable year. Accordingly, software used by the Company and others with whom it does business may be unable to interpret dates in the calendar year 2000. This situation, commonly referred to as the Year 2000 ("Y2K") issue, could result in computer failures or miscalculations, causing disruption of normal business activities. The Y2K issue could arise at any point in our supply, manufacturing, distribution, administration, information, accounting and financial systems. Incomplete or untimely resolution of the Y2K issue by the 20 22 Company, key suppliers, customers and other parties, could have a material adverse effect on the Company's results of operations, financial condition and cash flow. We are addressing the Y2K issue with a corporate-wide initiative sponsored by Sybron's Vice President-Finance and Chief Financial Officer and its Vice President-General Counsel and Secretary, and led at the subsidiary level by the Executive Vice President and Chief Financial officer at SLPC and the Vice President and Chief Information Officer at SDS. The four main phases of the initiative include (1) identification of affected mission critical software utilized by both information and non-information technology systems, (2) assessment of the risk associated with such affected software and development of a plan for modifying or replacing the software, (3) implementation of solutions under the plan, and (4) testing of the solutions. The initiative also includes communication with our significant suppliers, vendors and customers to determine the extent to which we are vulnerable to any failures by them to address the Y2K issue. The program contemplates the development of contingency plans where needed to deal with Company systems and third party issues. We have completed approximately 95% of the identification, risk-assessment and plan development phases of our initiative with respect to our internal systems. We recognize that because of the nature of the Year 2000 problem, work in these areas will continue until the Year 2000. Our work in these phases has included both information technology ("IT") and non-information technology, ("non-IT") systems. The IT systems include accounting, financial, budgeting, invoicing and other business systems. Non-IT systems include manufacturing production lines and equipment, elevators, heating, ventilation and air conditioning systems, and telephone systems. We are approximately 80% along in our implementation phase. In most cases, we are upgrading existing software to versions which are Y2K compliant. In other cases entire software platforms are being replaced with more current, compliant systems, internally developed software is being reprogrammed, and hardware is being replaced. The testing phase has begun and will be ongoing as systems are remediated or replaced. We have completed approximately 65-70% of the testing required for systems that have been remediated or replaced to date. Our efforts in this phase include testing by end users and determination by appropriate local Y2K project managers that the remediated or replaced systems are Y2K compliant. In those cases where testing cannot be conducted by Company personnel, as in the case of certain imbedded logic components, we rely on vendor certifications. The Company and each of its subsidiaries have project schedules which include the task of corresponding with critical vendors, customers, suppliers and other third parties to inquire about their Y2K readiness. The Company, and most of its subsidiaries, are well along in this process. Although responses to date indicate that some third parties probably will not be Y2K compliant, no material issues in this regard have been identified. However, it is too early in this process to complete our assessment of the third party risk. Our Year 2000 initiative contemplates the development of contingency plans as we test our software solutions and complete our risk assessments with respect to third parties. Our contingency plans are in development and we have not completed a comprehensive analysis of the operational problems and costs 21 23 (including loss of revenue) that would be reasonably likely to result from the failure by the Company or critical third parties to achieve Y2K compliance on a timely basis. A contingency plan has not yet been developed for dealing with our most reasonably likely worst case scenarios, and such scenarios have not yet been clearly identified. However, based on the information we have to date we believe the most reasonably likely worst case scenarios for our businesses would be the failure of an important supplier to be able to deliver required materials, parts or products, or the failure of a significant distributor to be able to get the Company's products to customers. We contemplate the development of contingency plans to deal with these potential problems as they are identified. For example, if it appears that a critical vendor will not be Y2K compliant, we may establish alternative sourcing, build inventory, or identify a substitute product or material. If a critical distributor appears it will not be Y2K compliant, we will have to develop plans for alternate distribution. Our goal continues to be to substantially complete all phases of our initiative by March 31, 1999 with respect to our core businesses, including the development of plans for contingencies identified by then. We expect the need to implement any contingency plan will occur, if at all, after March 1999. We also expect to have to continue to develop contingency plans for Y2K issues arising after that time. For example, our March 1999 goal for core businesses does not encompass recently acquired businesses or businesses we acquire in the future pursuant to our acquisition program. Separate and appropriate goals will be set for acquired businesses as acquisitions are completed. The historical and estimated future costs to the Company of Y2K compliance are contained in the following table. The primary components of the reported costs are external consulting and hardware and software upgrades. We do not separately track internal costs of the Y2K initiative. Internal costs are principally payroll costs of employees involved in the initiative. Also, the reported costs do not include costs related to manufacturing equipment for SDS because, although SDS has identified the equipment that may require remediation, the cost of such remediation has not yet been determined. Our Year 2000 remediation efforts are funded from the Company's cash flow and from borrowings under the Revolving Credit Facility. The Company has not deferred any significant information technology projects due to its Year 2000 efforts.
Fiscal Year 2000 Fiscal 1999 (in thousands) 1998 1st Qtr. Last 9 months (est.) -------------- ---- -------- -------------------- Capital Costs............................... $1,657 $138 $ 968 Expenses.................................... 914 98 322 ----- --- ----- Total....................................... $2,571 $236 $1,290 ===== === =====
The foregoing statements about our goals for substantial completion of our Y2K initiative with respect to our core businesses, and the foregoing estimates of our Y2K costs are forward looking statements. These statements and estimates are based upon management's best estimates, which were derived using numerous assumptions regarding future events, including the continued availability of certain resources, third-party remediation plans, and other factors. There can be no assurance that these estimates will prove to be accurate, and actual results could differ materially from those currently anticipated. Specific factors that could cause such material differences include, but are not limited to, the availability and cost of personnel trained in Y2K issues, the ability to identify, assess, remediate and test all relevant computer codes and embedded technology, the indirect impact of third parties with whom we do business and who do not mitigate their Y2K compliance problems, and similar uncertainties. 22 24 EUROPEAN ECONOMIC MONETARY UNIT On January 1, 1999, eleven of the European Union countries (including four countries in which we have operations) adopted the Euro as their single currency. At that time, a fixed exchange rate was established between the Euro and the individual countries' existing currencies (the "legacy currencies"). The Euro trades on currency exchanges and is available for non-cash transactions. Following the introduction of the Euro, the legacy currencies will remain legal tender in the participating countries during a transition period from January 1, 1999 through January 1, 2002. Beginning on January 1, 2002, the European Central Bank will issue Euro-denominated bills and coins for use in cash transactions. On or before July 1, 2002, the participating countries will withdraw all legacy bills and coins and use the Euro as their legal currency. Our operating units located in European countries affected by the Euro conversion intend to keep their books in their respective legacy currencies through a portion of the transition period. At this time, we do not expect reasonably foreseeable consequences of the Euro conversion to have a material adverse effect on our business operations or financial condition. CAUTIONARY FACTORS This report contains various forward-looking statements concerning our prospects that are based on the current expectations and beliefs of management. Forward-looking statements may also be made by us from time to time in other reports and documents as well as oral presentations. When used in written documents or oral statements, the words "anticipate", "believe", "estimate", "expect", "objective" and similar expressions are intended to identify forward-looking statements. The statements contained herein and such future statements involve or may involve certain assumptions, risks and uncertainties, many of which are beyond our control, that could cause our actual results and performance to differ materially from what is expected. In addition to the assumptions and other factors referenced specifically in connection with such statements, the following factors could impact our business and financial prospects: - - Factors affecting our international operations, including relevant foreign currency exchange rates, which can affect the cost to produce our products or the ability to sell our products in foreign markets, and the value in U.S. dollars of sales made in foreign currencies. Other factors include our ability to obtain effective hedges against fluctuations in currency exchange rates; foreign trade, monetary and fiscal policies; laws, regulations and other activities of foreign governments, agencies and similar organizations; and risks associated with having major manufacturing facilities located in countries, such as Mexico, Hungary and Italy, which have historically been less stable than the United States in several respects, including fiscal and political stability; and risks associated with the recent economic downturn in Japan, Russia, other Asian countries and Latin America. - - Factors affecting our ability to continue pursuing our current acquisition strategy, including our ability to raise capital beyond the capacity of our existing Credit Facilities or to use our stock for acquisitions, the cost of the capital required to effect our acquisition strategy, the availability of suitable acquisition candidates at reasonable prices, our ability to realize the synergies expected to result from acquisitions, and the ability of our existing personnel to efficiently handle increased transitional responsibilities resulting from acquisitions. 23 25 - - Factors affecting our ability to profitably distribute and sell our products, including any changes in our business relationships with our principal distributors, primarily in the laboratory segment, competitive factors such as the entrance of additional competitors into our markets, pricing and technological competition, and risks associated with the development and marketing of new products in order to remain competitive by keeping pace with advancing dental, orthodontic and laboratory technologies. - - With respect to Erie, factors affecting its Erie Electroverre S.A. subsidiary's ability to manufacture the glass used by Erie's worldwide manufacturing operations, including delays encountered in connection with the periodic rebuild of the sheet glass furnace and furnace malfunctions at a time when inventory levels are not sufficient to sustain Erie's flat glass operations. - - Factors affecting our ability to hire and retain competent employees, including unionization of our non-union employees and changes in relationships with our unionized employees. - - The risk of strikes or other labor disputes at those locations which are unionized which could affect our operations. - - Factors affecting our ability to continue manufacturing and selling those of our products that are subject to regulation by the United States Food and Drug Administration or other domestic or foreign governments or agencies, including the promulgation of stricter laws or regulations, reclassification of our products into categories subject to more stringent requirements, or the withdrawal of the approval needed to sell one or more of our products. - - Factors affecting the economy generally, including a rise in interest rates, the financial and business conditions of our customers and the demand for customers' products and services that utilize Company products. - - Factors relating to the impact of changing public and private health care budgets which could affect demand for or pricing of our products. - - Factors affecting our financial performance or condition, including tax legislation, unanticipated restrictions on our ability to transfer funds from our subsidiaries and changes in applicable accounting principles or environmental laws and regulations. - - The cost and other effects of claims involving our products and other legal and administrative proceedings, including the expense of investigating, litigating and settling any claims. - - Factors affecting our ability to produce products on a competitive basis, including the availability of raw materials at reasonable prices. - - Unanticipated technological developments that result in competitive disadvantages and create the potential for impairment of our existing assets. 24 26 - - Unanticipated developments while implementing the modifications necessary to mitigate Year 2000 compliance problems, including the availability and cost of personnel trained in this area, the ability to locate and correct all relevant computer codes, the indirect impacts of third parties with whom we do business and who do not mitigate their Year 2000 compliance problems, and similar uncertainties, and unforeseen consequences of the Year 2000 problem. - - Factors affecting our operations in European countries related to the conversion from local legacy currencies to the Euro. - - Other business and investment considerations that may be disclosed from time to time in our Securities and Exchange Commission filings or in other publicly available written documents. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. 25 27 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. RISK MANAGEMENT We are exposed to market risk from changes in foreign currency exchange rates and interest rates. To reduce our risk from these foreign currency rate and interest rate fluctuations, we occasionally enter into various hedging transactions. We do not anticipate material changes to our primary market risks other than fluctuations in magnitude from increased or decreased foreign currency denominated business activity or floating rate debt levels. We do not use financial instruments for trading purposes and are not a party to any leveraged derivatives. FOREIGN EXCHANGE We have, from time to time, used foreign currency options to hedge our exposure from adverse changes in foreign currency rates. Our foreign currency exposure exists primarily in the French Franc, German Mark, Swiss Franc and the Japanese Yen values versus the U.S. dollar. Hedging is accomplished by the use of foreign currency options, and the gain or loss on these options is used to offset gains or losses in the foreign currencies to which they pertain. Hedges of anticipated transactions are accomplished with options that expire on or near the maturity date of the anticipated transactions. In October, 1998 we entered into twelve foreign currency options to hedge our exposure to each of the aforementioned currencies. These options have a notional value of $45.7 million and were purchased at a cost of $0.3 million which, at December 31, 1998, approximates fair market value. These options are designed to protect us from potential detrimental effects of a strengthening U.S. dollar in our second, third and fourth quarters of fiscal 1999. In fiscal 1999, we expect our exposure from our primary foreign currencies to approximate the following:
ESTIMATED EXPOSURE DENOMINATED ESTIMATED IN THE RESPECTIVE EXPOSURE CURRENCY FOREIGN CURRENCY IN U.S. DOLLARS - -------- ---------------- --------------- (IN THOUSANDS) French Franc (FRF) 157,453 FRF $25,712 German Mark (DEM) 26,450 DEM $14,171 Swiss Franc (CHF) 19,396 CHF $12,887 Japanese Yen (JPY) 886,358 JPY $ 6,754
As a result of these anticipated exposures, we have entered into a series of options expiring at the end of the second, third and fourth quarters of fiscal 1999 to protect ourselves from possible detrimental effects of foreign currency fluctuations as compared to the second, third and fourth quarters of 1998. We accomplished this by taking approximately one-fourth of the exposure in each of the foreign currencies listed above and purchasing a put option on that currency (giving us the right but not the obligation to sell the foreign currency at a predetermined rate). We purchase put options on the foreign currencies at amounts approximately equal to our quarterly exposure. These options expire on a quarterly basis, at an 26 28 exchange rate approximately equal to the prior year's corresponding quarter's actual exchange rate. In October 1998, we acquired the following put options:
NOTIONAL OPTION STRIKE CURRENCY AMOUNT(a) EXPIRATION DATE PRICE PRICE(b) - -------- --------- --------------- ------ -------- (IN THOUSANDS, EXCEPT STRIKE PRICES) FRF 40,000 March 26, 1999 $22 6.00 FRF 40,000 June 28, 1999 $40 6.00 FRF 40,000 September 28, 1999 $69 5.95 DEM 6,500 March 26, 1999 $ 9 1.80 DEM 6,500 June 28, 1999 $17 1.80 DEM 6,500 September 28, 1999 $24 1.80 CHF 4,800 March 26, 1999 $11 1.46 CHF 4,800 June 28, 1999 $12 1.49 CHF 4,800 September 28, 1999 $21 1.48 JPY 220,000 March 30, 1999 $39 128.00 JPY 220,000 June 30, 1999 $28 134.00 JPY 220,000 September 30, 1999 $21 140.00
- ------------- (a) Amounts expressed in units of foreign currency (b) Amounts expressed in foreign currency per U.S. dollar Our exposure in terms of these options is limited to the purchase price. As an example, using the French Franc contract due to expire at June 28, 1999:
FRF EXCHANGE GAIN/(LOSS) GAIN/(LOSS) NET GAIN/ RATE ON OPTION (a) FROM PRIOR YEAR RATE (b) LOSS ---- ------------- ------------------------ --------- (IN THOUSANDS, EXCEPT EXCHANGE RATE) 5.5 $ (40) $ 606 $ 566 6.0 (40) 0 (40) 6.5 472 (512) (40)
- -------------- (a) Calculated as (notional amount/strike price) - (notional amount/exchange rate) - premium paid, with losses limited to the premium paid on the contract. (b) Calculated as (notional amount/exchange rate) - (notional amount/strike price). 27 29 INTEREST RATES We use interest rate swaps to reduce our exposure to interest rate movements. Our net exposure to interest rate risk consists of floating rate instruments whose interest rates are determined by the London Interbank Offer Rate ("LIBOR"). Interest rate risk management is accomplished by the use of swaps to create fixed debt amounts by resetting LIBOR loans concurrently with the rates applying to the swap agreements. At December 31, 1998, we had floating rate debt of approximately $840.5 million of which a total of $375 million was swapped to fixed rates. The net interest rate paid by us is approximately equal to the sum of the swap agreement rate plus the applicable LIBOR Margin. During the first quarter of fiscal 1999, the LIBOR Margin was .75%. The swap agreement rates and durations as of December 31, 1998 are as follows:
SWAP AGREEMENT SWAP AGREEMENT EXPIRATION DATE NOTIONAL AMOUNT DATE RATE - --------------- --------------- ---- ---- August 13, 1999 $50 million August 13, 1993 5.540% June 8, 2002 $50 million December 8, 1995 5.500% February 7, 2001 $50 million August 7, 1997 5.910% August 7, 2001 $50 million August 7, 1997 5.897% September 10, 2001 $50 million December 8, 1995 5.623% July 31, 2002 $75 million May 7, 1997 6.385% July 31, 2002 $50 million October 23, 1998 4.733%
The model below quantifies the Company's sensitivity to interest rate movements as determined by LIBOR and the effect of the interest rate swaps which reduce that risk. The model assumes i) a base LIBOR rate of 5.0% (the "Base Rate") which approximates the December 31, 1998 LIBOR three month LIBOR rate), ii) the Company's floating rate debt is equal to it's December 31, 1998 floating rate debt balance of $840.5 million, iii) the Company pays interest on floating rate debt equal to LIBOR + 75 basis points, iv) that the Company has interest rate swaps with a notional amount of $375.0 million (equal to the notional amount of the Company's interest rate swaps at December 31, 1998) and v) that LIBOR varies by 10% of the Base Rate.
Interest expense Interest expense increase from a decrease from a 10% increase in the 10% decrease in the Interest rate exposure LIBOR Base Rate LIBOR Base Rate - ---------------------- --------------- --------------- Without interest rate swaps: $4.2 million ($4.2 million) With interest rate swaps: $2.3 million ($2.3 million)
28 30 PART II - OTHER INFORMATION ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS On October 29, 1998, the Company issued 1,897,418 shares of its Common Stock, $.01 par value, in connection with the Pinnacle Merger and a related purchase of real estate used in Pinnacle's operations. The former shareholder of Pinnacle, Thomas A. Lansing, and the owners of the real estate, Thomas A. Lansing and Karen A. Lansing, who represented themselves to be sophisticated investors, were issued 1,846,957 and 50,461 shares of the Company's Common Stock, respectively. The shares were issued without registration under the Securities Act of 1933, as amended (the "Act"), pursuant to the exemption from registration provided by Section 4(2) of the Act. See note 4(c) to the notes to the Unaudited Financial Statements contained in Item 1, Part I herein. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS Quorum The Company, a Wisconsin corporation, held its Annual Meeting of Shareholders on January 27, 1999. A quorum was present at the Annual Meeting, with 90,687,722 shares out of a total of 103,142,635 shares entitled to cast votes represented in person or by proxy at the meeting. Proposal Number 1: To Elect Three Directors to Serve as Class I Directors Until the 2002 Annual Meeting of Shareholders and Until Their Respective Successors are Duly Elected and Qualified. The shareholders voted to elect Don H. Davis, Jr., Richard W. Vieser, and Christopher L. Doerr to serve as Class I directors until the 2002 Annual Meeting of Shareholders and until their respective successors are duly elected and qualified. The results of the vote are as follows: Mr. Davis Mr. Vieser Mr. Doerr For 90,264,703 90,245,787 90,264,903 Withheld From 423,019 441,935 422,819 The terms of office as directors of Thomas O. Hicks, Robert B. Haas, Kenneth F. Yontz, Joe L. Roby and William U. Parfet continued after the meeting. Proposal Number 2: To Consider and Vote upon a Proposal to Approve the Sybron International Corporation 1999 Outside Directors' Stock Option Plan. The shareholders voted to approve the Sybron International Corporation 1999 Outside Directors' Stock Option Plan (the "Plan"). The results of the vote are as follows: For 84,222,512 Against 5,989,550 Abstentions 475,660 Broker Non-Votes 0 29 31 ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) EXHIBITS: See the Exhibit Index following the Signature page in this report, which is incorporated herein by reference. (b) REPORTS ON FORM 8-K: No reports on Form 8-K were filed during the quarter for which this report is filed. 30 32 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this amended report to be signed on its behalf by the undersigned thereunto duly authorized. SYBRON INTERNATIONAL CORPORATION -------------------------------- (Registrant) Date: September 13, 1999 /s/ Dennis Brown - ------------------------- ------------------------------------ Dennis Brown Vice President - Finance, Chief Financial Officer & Treasurer* * executing as both the principal financial officer and the duly authorized officer of the Company. 31 33 SYBRON INTERNATIONAL CORPORATION (THE "REGISTRANT") (COMMISSION FILE NO. 1-11091) EXHIBIT INDEX TO AMENDMENT NO. 1 QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTER ENDED DECEMBER 31, 1998
INCORPORATED EXHIBIT HEREIN BY FILED NUMBER DESCRIPTION REFERENCE TO HEREWITH 4.1 Consent No. 1, dated November 13, 1998 to the Second Amended and Restated Credit Agreement, dated August 25, 1997, constituting the Second Amendment to the Amended and Restated Credit Agreement, dated as of July 31, 1995 (as amended, supplemented or otherwise modified from time to time), among the Registrant and certain of its subsidiaries, the several Lenders from time to time parties thereto, Chase Securities, Inc., as Arranger, and the Chase Manhattan Bank, as Administrative Agent for the Lenders (1) 27.1 Financial Data Schedule (1) 27.2 Restated Financial Data Schedule (three month period ended December 31, 1997) (1) (1) Previously filed with the Registrants' initial filing of its quarterly report on Form 10-Q for the quarter ended December 31, 1998.
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