EX-99.1 3 dex991.htm SLIDE PRESENTATION MADE BY JOHNSON DIVERSEY, INC. ON MAY 21, 2003 Slide Presentation made by Johnson Diversey, Inc. on May 21, 2003

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JohnsonDiversey, Inc.

 

Senior Creditors Meeting

 

MAY, 2003

 


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Introduction

 

·   Welcome to JDI’s first annual Senior Creditors meeting

 

·   Purpose of Meeting:

 

    Post-acquisition general business update
    Integration plan and innovation developments
    Operating performance for FY 2002 and 1Q03
    Business plan for 2003

 

·   Public debt holders will be required to leave prior to discussion of non-public information

 

·   Private debt holders will receive non-public information electronically

 

·   Information being presented is subject to the confidentiality provisions contained in the Senior Secured Credit Agreement.

 

·   Q&A session after presentation

 


 

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Forward Looking Statements

 

Some of the statements that will be made in this presentation are forward looking and subject to risks and uncertainties, some of which are beyond our control. Please refer to the “Risk Factors” and “Cautionary Statement Concerning Forward Looking Statements” sections in our Registration Statement on Form S-4 which was declared effective by the SEC on November 27, 2002 for certain risks and uncertainties we face.

 

The presentation also includes references to EBITDA which is a non-GAAP measure within the meaning of the SEC’s Regulation G. A reconciliation of EBITDA to net income, and a calculation of EBITDA margin as used in this presentation is included in the handout and will be posted on our website at www.johnsondiversey.com and can be accessed by clicking on the investor relations link.

 

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Overview of Presenters

 

Greg Lawton

 

President and Chief Executive Officer

 

Mike Bailey

 

Executive Vice President and Chief Financial Officer

 

Greg Clark

 

Senior Vice President, Product Portfolio & Innovation

 

Francisco Sanchez

 

Vice President and Corporate Treasurer

 

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Executive Summary

 

·   Experience since closing has bolstered the view of merger benefits.

 

·   Key industry trends largely unchanged.

 

·   Company is effectively reacting to key near term issues of SARS and Iraq war.

 

·   Sales growth accelerating.

 

·   Company culture emerging as planned.

 

·   Ahead of plan with synergy benefits. Opportunities identified to exceed the $150 million target.

 

·   Integration infrastructure tasks proven to be more difficult. Three year time horizon remains viable.

 

·   Key systems strategy complete and launched.

 

·   Debt repayment ahead of plan with strong liquidity.

 

We are on course or ahead of plan in all areas and are adjusting to market dynamics

 

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Business Segments

 

[GRAPH]

 

JohnsonDiversey Sales: $2.64 billion annualized

 

Polymer Sales: $300 million

 

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Key Combined JWP & DL Strengths

 

·   Leading market positions worldwide

 

·   Comprehensive line of products and services

 

·   Extensive geographic reach

 

·   Stable and predictable cash flows

 

·   Significant cost and revenue synergy potential

 

·   Experienced management team with strong sponsorship

 

Size, strength, and geographic reach to compete successfully worldwide

 

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Institutional & Industrial Market Highlights

 

·   Est. $18.5 billion market for 2002

 

·   Industry growth remains stable at about 3% per annum

 

·   Two global leaders, JohnsonDiversey (14.3%) and Ecolab (17.7%)

 

·   Small-medium players comprised 68% of market primarily in companies with $30-100 million in sales.

 

·   Over 60% of industry sales sold through 3rd party distributors

 

The I&I market is fragmented with steady and stable growth

 

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Customer End-User Sectors

 

Food and

Lodging


 

Building Service

Contractors

(“BSC”)


 

Education and Government


 

Healthcare


 

Retail


 

Food

Processing


 

Industrial


[GRAPH]

                       

Sectors

                       

Lodging:

•   Hotels / Motels

•   Cruise Ships

Food:

•   Restaurants

•   Contract Caterers

•   Contract Cleaners

 

•   Building Services Contractors

 

•   Education

•   Local & Federal Government

 

•   Hospitals

•   Long Term Care

•   Clinics

•   Doctor Offices

 

•   Supermarkets

•   Drug Stores

•   Hypermarkets

•   Wholesale Clubs

•   Mass Merchandisers

 

•   Meat

•   Dairy & Eggs

•   Breweries

•   Bottlers

 

•   Highway Transportation

•   Metal Processing

•   Pulp & Paper

Primary Channels

                   

•   Food Distributors

•   Jan-San Distributors

•   Direct

 

•   Jan-San distributors

•   Direct

 

•   Jan-San Distributors

 

•   Jan-San Distributors

•   Food Service Distributors

 

•   Direct

•   Jan-San Distributors

 

•   Direct

•   Industrial & farm distributors

 

•   Industrial distributors

 

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Market Composition

 

I & I Market

Chemicals


 

Equipment &

Accessories


 

Professional

Services


 

Water

Treatment


Food Service

Industrial

Floor Care

Food Processing

Laundry

Restroom/Other Hskpg

 

•   Floor Equipment

•   Other Cleaning Equipment

•   Applicators

•   Brushes

•   Floor machine pads

•   Mops, buckets

•   Etc.

 

•   Environmental Audits

•   Hygiene Consulting

•   Specialized training

•   Pest Control

•   Kitchen Services

•   Etc.

 

•   Process Cooling

•   Comfort Cooling

•   Boiler Treatment

•   Wastewater Treatment

$18.5 billion

           

 

$35-40 billion

 

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Institutional & Industrial Market Trends

 

Driving Trends

 

[GRAPH]

 

Response of Market Leaders

 

·   Building broader product portfolio (food service, BSC, food processing, etc.)

 

·   Offering full solutions (services, information, equipment) rather than just product

 

·   Extending service/selling infrastructure to win critical regional and global accounts

 

·   Pricing actions and increased focus on supply chain management

 

JohnsonDiversey is well positioned to capitalize on industry trends

 

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2003 Impacts

 

WAR

 

·   Initial run up in material costs from Iraq war have abated.

 

·   Food and lodging sector affected in the immediate area of Iraq, such as Turkey.

 

·   Perceived security risks affected tourism and travel industry, but heightened attention to hygiene is partially offsetting downturn in travel.

 

SARS

 

·   SARS halted travel in Asia/Pacific region with high hotel vacancy rates and low restaurant business.

 

·   JD is providing disinfectants that are effective against SARS-like viruses, as well as extensive training programs.

 

·   JD established a SARS web site as a clearinghouse of information on the virus.

 

·   Economic impact of SARS is being offset by a dramatic increase in demand for cleaning and disinfection.

 

·   Asia-Pacific represents 16% of our global business. JD is well positioned to profitably manage through this public health crisis.

 

Company is effectively reacting to key near term market issues

 

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Professional Revenue by Geographic Region

 

[GRAPH]

 

Strong geographic reach with 64% of revenues outside of

North America

 

Source: JDI July – December 2002 Stub Period

 

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Overview of Professional

 

Sales by Product Category

 

[GRAPH]

 

Sales by End-User Sector

 

[GRAPH]

 

Broad product portfolio & well balanced diversification across end-users

 

Source: JDI est. 2002

 

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Top Ten Global Customers

 

Customers


 

Type of Account


    

5 Year +

Relationship


Ahold

 

Retail/Distributor

    

ü

Metro Makro

 

Distributor

    

ü

Bunzl

 

Distributor

    

ü

Wal-Mart

 

Retail

    

ü

Igefa

 

Distributor

    

ü

ISS

 

BSC

    

ü

Xpedex

 

Distributor

    

ü

Coca Cola

 

Food & Beverage

    

ü

McDonalds

 

Food Service

    

ü

Unilever

 

Food & Beverage

    

ü

 

Top ten customers account for approximately 12.6% of annualized revenue

 

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JohnsonDiversey Business Model

 

[GRAPH]

 

DIRECT – 55%

 

Large, well-trained worldwide internal sales and service force

 

·   High service and equipment repair requirements of the products
·   Highly complex products/related service
·   Multi-regional or global accounts

 

INDIRECT – 45%

 

Strong relationships with the best distributors in multiple channels

 

·   Small users that cannot be cost effectively sold direct
·   Strong need for multiple types of products bundled at the distributor
·   Preference for capabilities only available through distributors

 

Our business model provides efficient access to direct & indirect customers

 

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Our Vision And Mission Are Clear

 

VISION

 

Best Solutions and Service for you Every Day, Everywhere!

 

MISSION

 

To become the preeminent provider of total cleaning and sanitation solutions to a core group of customer sectors where we will have a unique, sustainable competitive position every day, everywhere.

 

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7 Strategic Customer Sectors

 

·   Lodging

 

·   Food Service

 

·   Healthcare

 

·   Building Service Contractors

 

·   Retail

 

·   Food & Beverage

 

·   Consumer brands & channel partners

 

Sectors chosen for growth & profit potential, ability to leverage skills & exploit interdependencies

 

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Strategic Objectives

 

1.   Capture our combined economic potential with effective integration & synergy capture and cash hunt

 

2.   Strengthen our global business portfolio with global programs and capturing the full potential within each region

 

3.   Be recognized as a preferred customer partner with distinctive partnership models, most competitive offerings and organizational capability with sector Thought Leaders

 

4.   Accelerate product & solution innovation with new business models, focused prioritized innovations, and efficient networked organization

 

5.   Exemplify the best place for best people with new integrated organization, distinctive new JD culture, training and personal development focus

 

6.   Implement and support strategic IT systems with cost-effective infrastructure, support for customer partnering, and staff productivity

 

7.   Establish environmental leadership with supporting infrastructure, demonstrated business value, focus on long-term sustainability

 

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Overview of Polymer

 

By Sector(a)

 

[GRAPH]

 

By Geography(a)

 

[GRAPH]

 

·   Global business with companies operating in 9 countries, selling into over 40 countries

 

·   LTM December, 2002
  ·   Sales: $263 million
  ·   Operating income $40.9 million

 

·   The Ink and Overprint Varnish segments (Printing & Packaging) have been our historic strength
    Polymer is the leading player

 

·   Coatings & others all derived from Printing and Packaging technology
    Entering plastic additives market

 

·   Growth outside North America has been higher over the past several years as markets for environmentally sensitive water-based products expand

 

·   Polymer continues to be a consistent generator of cash — $27 million in 2002.

 

a) Source: JDI – FYE 2002

 

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Johnson Polymer Strategic Initiatives

 

·   Maintain and grow share in Printing, Packaging and Coatings

 

·   Gain differentiation in targeting markets of direct food contact, film printing, dispersion resins, and wood coatings

 

·   Establish new positions in new businesses of functional coatings and plastic additives

 

·   Leverage growing environmental awareness

 

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2002 Major Achievements

 

·   Exceeded synergy target by 32% and headcount reduction by 37%

 

·   Made $57 million unscheduled repayment of debt

 

·   Registered senior subordinated bonds in November 2002

 

·   Launched public reporting

 

·   Met all financial covenants under loan agreements

 

·   Secured significant customer wins without any material customer losses since closing

 

·   Created a new structure for innovation and commercialization focused on top 30 business products

 

·   Completed placement of top 4,000 managers by September 2002

 

·   Defined new cultural attributes and launched global orientation program

 

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Key Customer Wins Since Closing

 

CUSTOMER


 

CUSTOMER TYPE


 

COMMENTS


LAWSON

 

RETAIL

 

Second largest convenience

       

store in Japan with 7,000 stores

LABATT

 

BEVERAGE

 

Largest brewery in Canada

TESCO

 

RETAIL

 

Largest retailer in the UK

ISS

 

BSC

 

Six-year contract with the world’s

       

largest contract cleaner

HEINZ

 

FOOD PROCESSING

 

US

RENTOKIL

 

BSC

 

UK

NESTLE

 

BEVERAGE

 

Italy

HILTON HOTELS

 

LODGING

 

US

MCDONALDS

 

FOOD SERVICE

 

Italy

AMBEV

 

BEVERAGE

 

Brazil

 

No material customer losses since closing

 

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JohnsonDiversey Management Team

 

           

Curt Johnson

Chairman

           
           

Greg Lawton

President, CEO

           

Sanjib

Choudhuri

Global Strategy

Development

 

Mike Bailey

CFO

 

JoAnne Brandes

CAO

 

Greg Clark

Global Product

Portfolio and

Innovation

 

Candan

Karabagli

Global Strategic

Sectors

 

Dave Andersen

Global

Enterprise

Development

 

Rob Sidoli

Global Supply

Chain

   

Graeme

Armstrong

Europe/AFME

 

Tom Gartland

North America

(interim)

 

Morio Nishikawa

Japan

 

Paul Mathias

APAC

 

Jean-Max

Teissier

LATAM

   

 

·   Planned Global Integration Office Consolidation completed January 2003.

 

·   North American President Transitioned March 2003.

 

·   Strengthening Global HR Targeted July 2003.

 

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Best Place for Best People

 

·   Leading Performers in all Functions

 

·   Culture Aligned

 

·   Variable Performance Compensation

 

[GRAPH]

 

25


 

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2002 Integration Update: Accomplishments

 

·   Established Corporate HQ & regional offices in Yokohama, Santiago, Schiphol, Singapore, and Racine

 

·   Merged operations in 30 operating companies

 

·   Exceeded headcount reduction by 37%

 

·   Closed 3 manufacturing facilities

 

·   Consolidated IT systems consolidation in Europe, Latin America and Asia-Pacific

 

·   Developed global and regional “Growth Engine” structures to support innovation

 

·   Established Project Management Infrastructure

 

Integration plan exceeded by 32% generating $32.8 million of synergy savings in 2002

 

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Synergy/Integration Success

 

$Millions


  

May ‘02 – Mar ‘03


  

Internal

Expectations


 

Actual


Synergy

  

40

 

59

Headcount Reduction

  

579

 

912

% Total Headcount

  

4.2%

 

6.6%

 

·   Synergy and headcount reduction significantly ahead of expected pacing

 

·   Strong performance from supply chain and an acceleration of projects in all regions

 

On track to over deliver original expectations

 

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2002 Synergy Update

 

    

May – December


    

Synergy Savings


  

Headcount Reductions


    

($Millions)


        
    

Internal

Expectations


 

Actual


  

Internal

Expectations


 

Actual


N. America

  

$5.4

 

$6.7

  

109

 

164

Europe

  

14.0

 

18.4

  

180

 

225

Japan

  

1.3

 

1.4

  

6

 

4

Latin America

  

1.2

 

2.3

  

135

 

151

Asia-Pacific

  

1.1

 

2.2

  

58

 

78

Corporate

  

1.9

 

1.4

  

(56)

 

(28)

Total

  

$24.9

 

$32.8

  

432

 

594

 

Exceeded target by

$7.9 million (32%)

 

Exceeded target by

160 heads (37%)

 

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Synergy/Integration Spending in Control

 

 

    

May ‘02 – March ‘03


    

Reserve

Balance

at 4 April


$Millions


  

Reserves

Created


    

Non-Cash

Utilization


    

Cash

Utilization


    

Restructuring charged to P&L

  

26.2

                    

Charge to goodwill

  

76.6

                    

Total reserve created

  

102.8

    

15.1

    

21.7

    

66.0

Associated capital expenditure

                

27.9

      

Restructuring and integration

costs recorded in cost of sales

or general and admin expenses

                

42.4

      

Total cash outflow to date

                

92.0

      

Total cash outflow accounted for

to date

                

158

      

Total cash outflow associated

with integration per financial

mode

                

258

      

 

Spending reviewed, approved, tracked and controlled

 

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Completed Divestitures – 2002

 

Divestitures


 

Description


 

Sale Proceeds


 

Date


Hi Wash

 

Dishwashing

detergent business

 

$10 million

 

3/2002

Johnson Polymer

Adhesives Business

 

Pressure sensitive

adhesive business

 

$2.50 million

 

12/2002

Japan Teepol

Nitras subsidiary

 

Logistics business

 

$800,000

 

4/2003

 

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Innovation Clean is Just the Beginning…

 

®

 

At JohnsonDiversey, clean is our promise. But it is just the beginning of what we do…

 

Beyond clean, we are dedicated to pursuing innovation in every form likely to make the lives our customers simpler and more profitable

 

[GRAPH]

 

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A Heritage of Innovation

 

ü140   Innovations launched in the past 5 years

 

üOver   154 patents filed in the past 5 years

 

üTop   220 customers +16% YTD

 

[GRAPH]

 

32


 

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Commitment to Innovation

 

·   Innovation Spend: $75 million

 

·   Innovation Headcount: 500

 

·   Percent to Sales: 3%

 

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Innovation Teams

 

Global Innovation Centers

 

Racine (USA)

 

Floor Care, Packaging, HSC, Air Care, Dosing, GED, etc.

 

Santa Cruz (USA)

 

Sherwood Park (UK)

 

Dosing and Control Equipment

 

Utrecht (NL)

 

Kitchen Hygiene, Laundry and Personal Care

 

Muenchwilen (CH)

 

Floor Care, Machines, Non-Chemicals

 

Cincinnati (USA)

 

Food & Beverage, Hygiene

 

Regional Technical Centers

 

North America

Racine, WI

Cincinnati, OH

 

Europe

Utrecht

Muenchwilen

 

Japan

Yokohama

 

Asia Pacific

Manila

Philippines

 

Latin America

Buenos Aires

Argentina

 

[GRAPH]

 

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Disciplined Process: From Idea to Market

 

Focused Project Portfolio

 

[GRAPH]

 

Managed Innovation Process

 

[GRAPH]

 

Deep Customer Understanding

 

[GRAPH]

 

Bigger & Better Innovation

 

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Innovation Depth & Breadth:

Diverse Technologies Fulfilling Customer Requirements

 

[GRAPH]

 

Operational Efficiency

 

[GRAPH]

 

Appearance & Cleanliness

 

[GRAPH]

 

Safety & Responsibility

 

[GRAPH]

 

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Products to Solutions

 

Barriers to entry

 

From Products

 

[GRAPH]

 

e.g., Tools to include in cleaning system

 

To Process control

 

[GRAPH]

 

e.g., Cleaning system same every time

 

To Performance Control

 

[GRAPH]

 

e.g., Cleaning result right every time

 

To Best Solution Delivery

 

[GRAPH]

 

No worries

 

Customer intimacy

 

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Summary

 

Clean is Just the Beginning…

 

Heritage

 

Commitment

 

Process

 

Depth & Breadth

 

Total Solutions

 

[GRAPH]

 

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2002 Financial Results Summary

 

($Millions)

 

Key Figure


  

Twelve Months Internal Expectations


 

Twelve Months Actual Results (a)


Net Sales

  

$2,663

 

$2,196 (b)

Gross Profit Margin

  

54.7%

 

54.1%

Gross Profit Margin (with accounting changes)

      

44.9%

EBITDA

  

$326

 

$240

EBITDA Margin

  

12.3%

 

10.9%

CAPEX

  

$160

 

$112

Total Debt

  

$1,403

 

$1,474

 

(a)   Includes only eight months of DiverseyLever results

 

(b)   Equivalent to $2.64 billion in annualized sales

 

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Gross Margin

 

[GRAPH]

 

Gross margin of 54.9% is largely in line with internal expectations of 54.7%

 

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EBITDA

 

  First quarter 2003 EBITDA margin of 12.5% (excluding restructuring charges and other one-time costs)

 

  Quarter reflected month-to-month improvements in each month of the quarter

 

  EBITDA margins improved from pre-acquisition levels of the combined businesses

 

  Long-term target after synergy realization is best-in-class EBITDA margins

 

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Capital Expenditures

 

($Millions)


    

INTERNAL

EXPECTATIONS


 

ACTUAL (a)


DOSING UNITS

    

$33.4

 

$25.5

OTHER PROPERTY, PLANT & EQUIPMENT

    

50.0

 

48.5

I.T. AND OTHER RELATED ONE-TIME ACQUISITION COSTS

    

43.4

 

37.9

CAPITAL EXPENDITURES

    

$126.8

 

$111.9

ALL OTHER TRANSACTION RELATED COSTS

    

33.2

 

39.6

TOTAL SPENDING

    

$160.0

 

$151.5

 

(a)   Includes eight months of DiverseyLever

 

CAPEX were $112 million compared to $127 million forecasted reflecting primarily

pacing adjustments and lower spending on dosing equipment

 

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Johnson Polymer 2002 Operating Performance

 

  Net sales increased 9.1% led by a 16% growth in shipments to Europe.

 

  The key printing & packaging segment recorded double-digit growth in sales, volume, and operating profits.

 

  Operating profit was 38% over 2001 as a result of stronger sales, lower raw material costs, a stronger euro, and proceeds from the divestiture of the adhesive business.

 

  Cash flow increased to $27.2 million driven by higher profitability, as well as lower working capital requirements and CAPEX.

 

  Continued focus on key printing & packaging and coatings businesses, both of which are growing at double-digit rates.

 

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JohnsonDiversey 1Q03 Financial Results Summary

 

  Net sales increased 4.2% over 1Q02 on a comparable basis

 

  All regions contributed to top line growth driven by new customer wins and a broader combined product and services offering

 

  Gross profit margin was 45.2%, up from 42.5% for the comparable period in 2002 and 44.9% for FY 2002

 

  Integration work delivered synergy savings of $26 million, 17% ahead of plan

 

  EBITDA was $72.5 million for the quarter, $14 million higher than plan excluding the favorable one-time spend, EBITDA was $5 million above budget

 

  EBITDA margin, before restructuring charges and other one-time costs of $15 million, improved to 12.5%

 

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Johnson Polymer 1Q03 Financial Results Summary

 

  Net sales, including inter-company sales, increased 16.5% over 1Q02 due to increased volumes primarily in Europe and Asia-Pacific

 

  Net sales to the top ten customers were 19.1% ahead of last year

 

  Higher raw material costs being offset through incremental sales opportunities and over $3.0 million reduction in functional expenses and other manufacturing costs.

 

  Operating profit was $13.5 million, nearly 13% higher than 1Q02 and favorable to plan due to continued sales growth and tight control of operating expenses.

 

  Cash flow was $7.8 million, favorable to plan, due largely to further improvements in working capital.

 

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Financial Measurements Summary

 

  Debt for 1Q03 was $1.50 billion compared to $1.44 billion at closing. Increase reflects:

 

    $35MM higher working capital loans

 

    An increase of $70MM due to the strengthening Euro, which was largely offset by $60MM of accelerated debt repayments.

 

  Liquidity available at 1Q03 was $307 million consisting of $265 million of borrowing/securitization capacity and $42 million in cash holdings.

 

  The leverage ratio was well within the covenant requirement of 5.25X, and was about in line with the original expectations.

 

  Interest coverage was better than the original expectations and well within the covenant requirement of 2.15X.

 

  Capital expenditures were below the covenant due to pacing adjustments and under spending on dosing equipment. Any shortfall in 2002 will be carried over into 2003 under our covenants.

 

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Outstanding Debt (a)

 

($Millions)

 

Loans


 

Closing Date


 

Jan. 3, 2003


 

April 4, 2003


RCA

 

31

 

45

 

15

Term A

 

220

 

167

 

165 (b)

Term B

 

654

 

668

 

685 (b)

Term C

 

30

 

29

 

29 (b)

Bonds

 

506

 

525

 

542

ST Loans

     

23

 

51

Capital leases

     

17

 

19

Total

 

1,441

 

1,474

 

1,506

Optional payments

 

(50)

       

Mand. payments

 

(7)

 

(3)

   

Change in ST debt & leases

 

54

 

(2)

   

FX Impact

 

36

 

34

   

Total

 

1,474

 

1,506

   

Euro Rate (a)

 

.9173

 

.9989

 

1.0734

 

(a) Debt balances reflect foreign currency amounts translated at average exchange rates, consistent with our debt covenant calculation.

 

(b) Mandatory repayments of $33.5 million to Loan A, $3.4 million to Loan B, and $5.9 million to Loan C made in May 2003

 

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Sources of Liquidity

 

($Millions)

 

Liquidity Source4/4/03


 

Total Credit Facility


  

Outstanding Borrowings 4/4/03


  

Amount Available


  

Amount Available Within Leverage Ratio


Revolving and Uncommitted Credit Facilities

 

$416

  

$64

  

$352

  

$244

Securitization Facility

 

55

  

34

  

21

  

21

Total

 

$471

  

$97

  

$374

  

$265

Add Cash

           

42

  

42

Total Available Liquidity

           

$416

  

$307

 

48


 

LOGO

 

Focus on Cash Generation

 

Effective Tax Structure

 

Cost Synergy

 

Industry Growth

 

Revenue Synergy

 

Harmonized Product Line

 

Working Capital Optimization

 

Improved Asset Utilization

 

Asset Securitization (lower financing costs)

 

New Product Innovation

 

Reduced Capital Spending

 

Free cash flow builds to over $200 million within 3 years

 

2003            2004            2005             2006            2007

 

$Millions

 

49


 

LOGO

 

Amendments to Senior Secured Credit Agreement

 

  Amendments to the Senior Secured Credit Agreement to be solicited by end of May 2003

 

  Proposed amendments largely administrative

 

  No impact expected on debt repayment as contracted

 

  Post-Closing settlements with Unilever for pension liabilities are still ongoing

 

  Company expects support of bank group in light of positive financial results to date

 

50


 

We define EBITDA as net income before minority interests, plus the provision for income taxes, net interest expense and depreciation and amortization expense and define EBITDA Margin as EBITDA plus restructuring charges and other one-time costs over Net Sales. EBITDA and, as a result, EBITDA Margin are non-GAAP financial measures, and you should not consider EBITDA and the related calculation of EBITDA Margin as an alternative to (a) operating profit (loss) or net income (loss) as a measure of our operating performance or (b) cash flows provided by operating, investing and financing activities (as determined in accordance with GAAP) as a measure of our ability to meet cash needs.

 

Our management considers EBITDA and EBITDA Margin to be useful tools for managing the operations of our business. In addition, various financial covenants contained in our senior secured credit facilities are based on EBITDA, as adjusted pursuant to the provisions of the facilities, and various financial covenants contained in the indentures for our senior subordinated notes are based on consolidated cash flows, which is a non-GAAP financial measure calculated similarly to EBITDA. Our management also considers EBITDA to be useful in assessing our debt servicing ability.

 

We also believe that EBITDA and EBITDA Margin are measures commonly reported and widely used by investors and other interested parties as a measure of a company’s operating performance and debt servicing ability because it assists in comparing performance on a consistent basis without regard to depreciation and amortization, which can vary significantly depending upon accounting methods or non-operating factors (such as historical cost). Accordingly, we believe that the reporting of EBITDA and EBITDA Margin permit a more comprehensive analysis of our operating performance relative to other companies and of our debt servicing ability. Because all companies do not calculate EBITDA identically, the presentation of EBITDA and EBITDA Margin herein may not be comparable to similarly titled measures of other companies.

 

We believe that net income is the financial measure calculated and presented in accordance with GAAP that is most directly comparable to EBITDA. The following table reconciles EBITDA to net income for each of the periods for which EBITDA is presented herein.

 

(000’s)

  

Fiscal Year

Ended

January 3, 2003


    

Quarter Ended

April 4, 2003

(unaudited)


 

Net income

  

$

29,568

 

  

$

3,182

 

Minority interests

  

 

(315

)

  

 

(1

)

Provision for income taxes

  

 

16,662

 

  

 

1,791

 

Interest expenses, net

  

 

84,496

 

  

 

31,533

 

Depreciation and amortization expenses

  

 

109,348

 

  

 

36,018

 

    


  


EBITDA

  

$

239,759

 

  

$

72,523

 

    


  


 

The following table reconciles EBITDA before one-time costs to net income for Johnson Polymer for the fiscal year ended January 3, 2003:

 

Johnson Polymer

(000’s)

    

Fiscal Year Ended

January 3, 2003


Net income

    

$

22,111

Minority interests

    

 

—  

Provision for income taxes

    

 

10,250

Interest expenses, net

    

 

442

Depreciation and amortization expenses

    

 

8,396

      

EBITDA

    

 

41,199

Employee termination payment

    

 

1,000

Fees associated with asset securitization program

    

 

1,896

      

EBITDA before one-time costs

    

$

44,095

      

 

 

51


 

The following table reflects the calculation of EBITDA Margin for the period for which EBITDA Margin is presented herein.

 

(000’s)

  

Quarter Ended

April 4, 2003

(unaudited)


 

EBITDA

  

$

72,523

 

Restructuring costs charged to income

  

 

6,509

 

One-time period costs classified as cost of sales or marketing administrative and general expenses

  

 

8,450

 

    


EBITDA before one-time costs

  

 

87,482

 

Net sales

  

$

697,504

 

    


EBITDA margin before one-time costs

  

 

12.5

%

    


 

52