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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-K
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER 1-10585
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CHURCH & DWIGHT CO., INC.
(Exact name of registrant as specified in its charter)
INCORPORATED IN DELAWARE I.R.S. EMPLOYER IDENTIFICATION NO. 13-4996950
469 NORTH HARRISON STREET, PRINCETON, NEW JERSEY 08543-5297
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (609) 683-5900
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SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
Common Stock, $1 par value New York Stock Exchange
Preferred Stock Purchase Rights New York Stock Exchange
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: None
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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 and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
As of February 28, 2001, 37,173,827 shares of Common Stock held by
non-affiliates were outstanding with an aggregate market value of approximately
$813 million. The aggregate market value is based on the closing price of such
stock on the New York Stock Exchange on February 28, 2001.
As of February 28, 2001, 38,589,102 shares of Common Stock were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE:
PART III Portions of registrant's Proxy Statement for the
Annual Meeting of Stockholders to be held on May 10, 2001.
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TABLE OF CONTENTS
PART I
ITEM PAGE
1. Business - 1 -
2. Properties - 6 -
3. Legal Proceedings - 7 -
4. Submission of Matters to a Vote of Security Holders - 7 -
PART II
5. Market for the Registrant's Common Equity and Related
Stockholder Matters - 7 -
6. Selected Financial Data - 7 -
7. Management's Discussion and Analysis of Financial Condition
and Results of Operations - 7 -
7a. Quantitative and Qualitative Disclosures about Market Risk - 7 -
8. Financial Statements and Supplementary Data - 7 -
9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure - 7 -
PART III
10. Directors and Executive Officers of the Registrant - 8 -
11. Executive Compensation - 8 -
12. Security Ownership of Certain Beneficial Owners and Management - 8 -
13. Certain Relationships and Related Transactions - 8 -
PART IV
14. Exhibits, Financial Statement Schedules and Reports on Form 8-K - 8 -
8
PART I
ITEM 1. BUSINESS.
The Company was founded in 1846 and is the world's leading producer of
sodium bicarbonate, popularly known as baking soda, a versatile chemical which
performs a broad range of functions such as cleaning, deodorizing, leavening and
buffering. The Company specializes in sodium bicarbonate and sodium
bicarbonate-based products, along with other products which use the same raw
materials or technology or are sold into the same markets.
The Company sells its products, primarily under the ARM & HAMMER(R)
trademark, to consumers through supermarkets, drug stores and mass
merchandisers; and to industrial customers and distributors. ARM & HAMMER is the
registered trademark for a line of consumer products which includes ARM & HAMMER
Baking Soda, ARM & HAMMER DENTAL CARE(R) Dentifrices and ARM & HAMMER DENTAL
CARE Gum, ARM & HAMMER Carpet Deodorizer, ARM & HAMMER Deodorizing Air
Freshener, ARM & HAMMER Powder and Liquid Laundry Detergent, ARM & HAMMER SUPER
SCOOP(R) and ARM & HAMMER SUPER STOP(R) Cat Litter and ARM & HAMMER Deodorant
Anti-Perspirant with Baking Soda. The ARM & HAMMER trademark is also used for a
line of chemical products, the most important of which are sodium bicarbonate,
ammonium bicarbonate, sodium sesquicarbonate, ARM & HAMMER MEGALAC(R) Rumen
Bypass Fat and ARMEX(R) Blast Media. The Company also owns BRILLO(R) Soap Pads
and other consumer products. In 2000, consumer products represented
approximately 80% and specialty products 20% of the Company's sales.
Approximately 88% of the Company's sales revenues are derived from sales in the
United States.
CONSUMER PRODUCTS
PRINCIPAL PRODUCTS
The Company's founders first marketed baking soda in 1846 for use in home
baking. The ARM & HAMMER trademark was adopted in 1867. Today, this product is
known for a wide variety of uses in the home, including as a refrigerator and
freezer deodorizer, scratchless cleaner and deodorizer for kitchen surfaces and
cooking appliances, bath additive, dentifrice, cat litter deodorizer, and
swimming pool pH stabilizer. The Company estimates that a majority of U.S.
households have a box of baking soda on hand. Although no longer the Company's
largest single business, ARM & HAMMER Baking Soda remains the leading brand of
baking soda in terms of consumer recognition of the brand name and its
reputation for quality and value.
The deodorizing properties of baking soda have since led to the development
of several other household products; ARM & HAMMER Carpet Deodorizer and ARM &
HAMMER Deodorizing Air Freshener are both available in a variety of fragrances.
In 1992, the Company launched ARM & HAMMER Cat Litter Deodorizer, a scented
baking soda product targeted to cat-owning households and veterinarians. During
the fourth quarter of 1997, the Company introduced nationally ARM & HAMMER SUPER
SCOOP(R), The Baking Soda Clumping Litter, which competes in the fast-growing
clumping segment of the cat litter market. Following its success, the Company
launched ARM & HAMMER SUPER STOP(R) Clay Litter in late 1999. In early 2001, the
Company introduced ARM & HAMMER Vacuum Free(TM) Foam Carpet Deodorizer, a
companion product to ARM & HAMMER Carpet Deodorizer.
The Company's largest consumer business today, measured by sales volume, is
in the laundry detergent market. The ARM & HAMMER brand name has been associated
with this market since the last century when ARM & HAMMER Super Washing Soda was
first introduced as a heavy-duty laundry and household cleaning product. The
Company today makes products for use in various stages of the laundry cycle;
powdered and liquid laundry detergents, fabric softener dryer sheets and a
laundry detergent booster.
ARM & HAMMER Laundry Detergents, in both powder and liquid forms, have been
available nationally since the early 1980's. The Company markets these brands as
value products, priced at a 15 to 20 percent discount from products identified
by the Company as market leaders. In 1996 and in late 1999, the Company
reformulated and concentrated the powder product. A companion product, ARM &
HAMMER Liquid Laundry Detergent, is also available in regular and perfume and
dye-free forms. In 1995 and 1998, this liquid product was reformulated to
improve its performance.
In 1992, the Company completed the national expansion of another laundry
product, ARM & HAMMER Fabric Softener Sheets. This product stops static cling,
and softens and freshens clothes. In 1998, the Company acquired the TOSS `N
SOFT(R) brand of dryer sheets and combined both products under the FRESH &
SOFT(R) brand name.
ARM & HAMMER Baking Soda has long been used as a dentifrice. Its mild
cleansing action cleans and polishes teeth, removes plaque and leaves the mouth
feeling fresh and clean. These properties have led to the development of a
complete line of sodium bicarbonate-based dentifrice products which are marketed
and sold nationally primarily under the ARM & HAMMER DENTAL CARE brand name. In
1998, the Company introduced ARM & HAMMER DENTAL CARE Gum, a baking soda based
oral care product that is available in four flavors. In 1999, the Company
introduced ARM & HAMMER ADVANCE WHITE, a line of dentifrice for the whitening
segment of the toothpaste market and ARM & HAMMER P.M., the first toothpaste
specifically formulated for nighttime oral care. In 2000, the Company introduced
ARM & HAMMER SENSATION, a toothpaste targeted to 15-34 year olds, ARM & HAMMER
DENTAL CARE Kids Gum and in early 2001, ARM & HAMMER ADVANCE WHITE Gum, a
companion product to the Advance White toothpaste.
The Company markets and sells, ARM & HAMMER Deodorant Anti-Perspirant with
Baking Soda, and ARM & HAMMER Deodorant with Baking Soda. These products are
available in various scented and unscented stick, aerosol and roll-on forms.
In 1997, the Company acquired a group of five household cleaning brands
from The Dial Corporation. The brands acquired were BRILLO(R) Soap Pads and
other steel wool products, PARSONS(R) and BO-PEEP(R) Ammonia, CAMEO(R) Metal
Polish, RAIN DROPS(R) Water Softener and SNO BOL(R) Cleaners. In 1998, the
Company purchased from The Dial Corporation TOSS `N SOFT(R) Dryer Sheets. During
1999, the Company entered the bathroom cleaner category with the acquisition of
two major brands, CLEAN SHOWER(R) and SCRUB FREE(R). As part of the Scrub Free
transaction, the Company also acquired the DELICARE(R) fine fabric wash brand.
The acquisition of these brands broadens the Company's base of household
cleaning products, and fits well within the Company's current sales, marketing
and distribution activities.
COMPETITION
For information regarding competition, see page 4 through 5 of
Exhibit 99.
DISTRIBUTION
The Company's consumer products are primarily marketed throughout the
United States and Canada and sold through supermarkets, mass merchandisers and
drugstores. The Company employs a sales force based regionally throughout the
United States. This sales force utilizes the services of independent food
brokers in each market. The Company's products are strategically located in
Church & Dwight plant and public warehouses and either picked up by customers or
delivered by independent trucking companies.
SPECIALTY PRODUCTS
PRINCIPAL PRODUCTS
The Company's specialty products business primarily consists of the
manufacture, marketing and sale of sodium bicarbonate in a range of grades and
granulations for use in industrial and agricultural markets. In industrial
markets, sodium bicarbonate is used by other manufacturing companies as a
leavening agent for commercial baked goods, as an antacid in pharmaceuticals, as
a carbon dioxide release agent in fire extinguishers, and as an alkaline agent
in swimming pool chemicals, and as an agent in kidney dialysis. A special grade
of sodium bicarbonate, as well as sodium sesquicarbonate, is sold to the animal
feed market as a feed additive for use by dairymen as a buffer, or antacid, for
dairy cattle.
The Company markets and sells MEGALAC Rumen Bypass Fat, a nutritional
supplement made from natural oils, which allows cows to maintain energy levels
during the period of high-milk production, resulting in improved milk yields and
minimal weight loss. The product and the trademark MEGALAC are licensed under a
long-term license agreement from a British company, Volac Ltd.
In January 1999, the Company formed a joint venture with the Safety-Kleen
Corporation called the ArmaKleen Company. This joint venture distributes Church
& Dwight's proprietary product line of aqueous cleaners along with the Company's
Armex Blast Media line which is designed for the removal of a wide variety of
surface coatings. In 1999, the Company sold the equipment portion of the Armex
blast cleaning business to U.S. Filter Surface Preparation Group, Inc., a U.S.
Filter Company.
The Company markets and sells ammonium bicarbonate and other specialty
chemicals to food and agricultural markets in Europe through its wholly-owned
British subsidiary Brotherton Speciality Products Ltd.
The Company and Occidental Petroleum Corporation are equal partners in a
joint venture named Armand Products Company, which produces and markets
potassium carbonate and potassium bicarbonate. Potassium chemicals are sold,
among others, to the glass industry for use in TV and computer monitor screens.
During 1997, the Company acquired a 40 percent equity interest in
QGN/Carbonor, a Brazilian bicarbonate/carbonate-related chemical company. The
Company exercised its option to increase its interest to 75 percent during 1999.
COMPETITION
For information regarding competition, see pages 4 through 5 of Exhibit 99.
DISTRIBUTION
The Company markets sodium bicarbonate and other chemicals to industrial
and agricultural customers throughout the United States and Canada. Distribution
is accomplished through regional sales offices and manufacturer's
representatives augmented by the sales personnel of independent distributors
throughout the country.
RAW MATERIALS AND SOURCES OF SUPPLY
The Company manufactures sodium bicarbonate for both of its consumer and
industrial businesses at two of its plants located at Green River, Wyoming and
Old Fort, Ohio.
The production of sodium bicarbonate requires two basic raw materials, soda
ash and carbon dioxide. The primary source of soda ash used by the Company is
the mineral, trona, which is found in abundance in southwestern Wyoming, near
the Company's Green River plant. The Company had acquired a number of leases
allowing it to extract these trona deposits. In January 1999, the Company sold
most of these leases to Solvay Minerals, Inc. The Company retains adequate trona
reserves to support the requirements of the sodium bicarbonate business and may
acquire other leases in the future as the need arises.
The Company is party to a partnership agreement with General Chemical
Corporation, which mines and processes certain trona reserves owned by each of
the two companies in Wyoming. Through the partnership and related supply and
services agreements, the Company obtains a substantial amount of its soda ash
requirements, enabling the Company to achieve some of the economies of an
integrated business capable of producing sodium bicarbonate and related products
from the basic raw material. The Company also has an agreement for the supply of
soda ash from another company.
The partnership agreement and other supply agreements between the Company
and General Chemical terminate upon two years notice by either company. The
Company believes that alternative sources of supply are available.
The Company obtains its supply of the second basic raw material, carbon
dioxide, in Green River and Old Fort, under long-term supply contracts. The
Company believes that its sources of carbon dioxide, and other raw and packaging
materials, are adequate.
At the Company's Green River, Wyoming plant, the Company produces laundry
detergent powder employing a process utilizing raw materials readily available
from a number of sources. Therefore, the supply of appropriate raw materials to
manufacture this product is adequate.
During 1995, a liquid laundry detergent manufacturing line was constructed
in the Company's Syracuse, New York Plant. This line was capable of producing
virtually all of the Company's liquid laundry detergent requirements. The
Company, when necessary, would utilize a contract manufacturer to meet higher
demand. As a result of the ARMUS Joint Venture, all of the Company's liquid
laundry detergent production will be shifted to USA Detergents' plants. The
Syracuse plant will be shut down at the end of the first quarter 2001. USA
Detergents has enough capacity to produce all of Church & Dwight's requirements.
The BRILLO product line and the Company's Dryer Sheets line are manufactured at
the Company's London, Ohio plant. ARM & HAMMER DENTAL CARE Gum, PARSONS(R)
Ammonia, CAMEO(R) Metal Polish, RAIN DROPS(R) Water Softener, SNO BOL(R)
Cleaners SCRUB FREE and DELICARE, are contract manufactured for the Company
under various agreements. Alternative sources of supply are available in case of
disruption or termination of the agreements.
The main raw material used in the production of potassium carbonate is
liquid potassium hydroxide. Armand Products obtains its supply of liquid
potassium hydroxide under a long-term supply arrangement.
The ArmaKleen Company's industrial liquid cleaning products are contracted
manufactured.
PATENTS AND TRADEMARKS
The Company's ARM & HAMMER trademark is registered with the United States
Patent and Trademark Office and also with the trademark offices of many foreign
countries. It has been used by the Company since the late 1800's, and is a
valuable asset and important to the successful operation of the Company's
business.
CUSTOMERS AND ORDER BACKLOG
A group of three Consumer Products customers accounted for approximately
21% of consolidated net sales in 2000, including a single customer which
accounted for approximately 13%. A group of three customers accounted for
approximately 20% of consolidated net sales in 1999 including a single customer
which accounted for approximately 12%. This group accounted for 16% in 1998.
The time between receipt of orders and shipment is generally short, and as
a result, backlog is not significant.
RESEARCH & DEVELOPMENT
The Company's Research and Development Department is engaged in work on
product development, process technology and basic research. During 2000,
$19,363,000 was spent on research activities as compared to $17,921,000 in 1999
and $16,448,000 in 1998.
ENVIRONMENT
The Company's operations are subject to federal, state and local
regulations governing air emissions, waste and steam discharges, and solid and
hazardous waste management activities. The Company endeavors to take actions
necessary to comply with such regulations. These steps include periodic
environmental audits of each Company facility. The audits, conducted by an
independent engineering concern with expertise in the area of environmental
compliance, include site visits at each location, as well as a review of
documentary information, to determine compliance with such federal, state and
local regulations. The Company believes that its compliance with existing
environmental regulations will not have any material adverse effect with regard
to the Company's capital expenditures, earnings or competitive position. No
material capital expenditures relating to environmental control are presently
anticipated.
EMPLOYEES
At December 31, 2000 , the Company had 1,439 employees. The Company is
party to a labor contract with the United Steelworkers of America covering
approximately 109 hourly employees at its Syracuse, New York plant which is
scheduled to close in early 2001; and, with the United Industrial Workers of
North America at its London, Ohio plant which contract continues until September
28, 2002. The Company believes that its relations with both its union and
non-union employees are satisfactory.
CLASSES OF SIMILAR PRODUCTS
The Company's operations constitute two operating segments. The table set
forth below shows the percentage of the Company's net sales contributed by each
group of similar products marketed by the Company during the period from January
1, 1996 through December 31, 2000.
% of Net Sales
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2000 1999 1998 1997 1996
---- ---- ---- ---- ----
Consumer Products 80 79 81 79 78
Specialty Products 20 21 19 21 22
ITEM 2. PROPERTIES
The Company's executive offices and research and development facilities are
owned by the Company, subject to a New Jersey Industrial Revenue Bond, and are
located on 22 acres of land in Princeton, New Jersey, with approximately 72,000
square feet of office and laboratory space. In addition, the Company leases
space in two buildings adjacent to this facility which contain approximately
90,000 square feet of office space. The Company also leases regional sales
offices in various locations throughout the United States. The Company is
currently constructing an additional 55,000 square feet of administration space
to its Princeton facility.
At Syracuse, New York the Company owns a 16 acre site and plant which
includes a group of connected buildings containing approximately 270,000 square
feet of floor space. This plant is used primarily for the manufacture and
packaging of liquid laundry detergent. As previously mentioned, the Company will
be closing the plant in early 2001 and shifting liquid laundry detergent
production to USA Detergents' facilities. The Company is currently evaluating
options as to the disposition of the facility. This will be completed during
2001.
The Company's plant in Green River, Wyoming is located on 112 acres of land
owned by the Company. The plant and related facilities contain approximately
273,000 square feet of floor space. The plant was constructed in 1968 and has
since been expanded to a current capacity of 200,000 tons of sodium bicarbonate
per year. This plant also manufactures powder laundry detergent and cat litter.
During 2001, an additional 101,000 square feet of warehouse space will be added.
The Company's plant in Old Fort, Ohio is located on 75 acres of land owned
by the Company. The plant and related facilities contain approximately 208,000
square feet of floor space. The plant was completed in 1980 and has since been
expanded to a capacity of 280,000 tons of sodium bicarbonate per year. During
2001, an additional 90,000 square feet of warehouse space will be added.
In 1998, the Company purchased a 250,000 square foot manufacturing facility
set on approximately 46 acres in Lakewood, New Jersey. The plant manufactures
and packages the ARM & HAMMER Deodorant Anti-Perspirant product line, its
dentifrice products which was relocated from the Company's Greenville, South
Carolina, facility in 1999, ARM & HAMMER Deodorizing Air Freshener, and packages
ARM & HAMMER Dental Care Gum. In 2000, CLEAN SHOWER bathroom cleaner production
started. Previously it was contract manufactured.
During 2000, the Company sold a portion of the facility it owns in
Greenville, South Carolina. It expects to sell the remaining portion in 2001.
During 1997, the Company acquired from The Dial Corporation a manufacturing
facility in London, Ohio. This facility contains approximately 141,000 square
feet of floor space and is located on 6 acres of land. The facility manufactures
and packages BRILLO Soap Pads and ARM & HAMMER FRESH & SOFT Dryer Sheets.
In Ontario, Canada, the Company owns a 26,000 square foot distribution
center which is used for the purpose of warehousing and distribution of products
sold into Canada. The principal office of the Canadian subsidiary is located in
leased offices in Toronto.
Brotherton Speciality Products Ltd. owns and operates a 71,000 square foot
manufacturing facility in Wakefield, England on about 7 acres of land.
The Armand Products partnership, in which the Company has a 50% interest,
owns and operates a potassium carbonate manufacturing plant located in Muscle
Shoals, Alabama. This facility contains approximately 53,000 square feet of
space and has a capacity of 103,000 tons of potassium carbonate per year.
The Company believes that its manufacturing, distribution and office
facilities are adequate for the conduct of its business at the present time.
ITEM 3. LEGAL PROCEEDINGS.
The Company is subject to claims and litigation in the ordinary course of
its business such as product liability claims, employment related matters and
general commercial disputes. The Company does not believe that any pending claim
or litigation will have a material adverse effect on the business.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
No matters were submitted to a vote of the Company's security holders
during the last quarter of the year ended December 31, 2000.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS.
The Company's common stock is traded on the New York Stock Exchange
(symbol: "CHD") This information appears under "Common Stock Price range and
dividends," on page 5 of Exhibit 99 hereto, and on page 5 of Appendix B of the
Proxy Statement, incorporated herein by reference. During 2000, there were no
sales of unregistered securities.
ITEM 6. SELECTED FINANCIAL DATA.
This information appears under "Eleven-Year Financial Summary," on page 22
of Exhibit 99 hereto, and on page 22 of Appendix B of the Proxy Statement,
incorporated herein by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
AND FINANCIAL CONDITION.
This information appears under "Financial Review," on pages 1 through 5 of
Exhibit 99 hereto, and on pages 1 through 5 of Appendix B of the Proxy
Statement, incorporated herein by reference.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
This information appears under "Market Risk" in the "Management's
Discussion and Analysis," on pages 3 through 4 of Exhibit 99 hereto, and on
pages 3 through 4 of Appendix B of the Proxy Statement, incorporated herein by
reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
These statements and data appear on pages 6 through 21 of Exhibit 99
hereto, and on pages 6 through 21 of Appendix B of the Proxy Statement,
incorporated herein by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
None
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
Information required by this item is incorporated by reference to the
Company's definitive proxy statement pursuant to Regulation 14A which will be
filed with the Commission not later than 120 days after the close of the fiscal
year ended December 31, 2000.
ITEM 11. EXECUTIVE COMPENSATION.
Information required by this item is incorporated by reference to the
Company's definitive proxy statement pursuant to Regulation 14A which will be
filed with the Commission not later than 120 days after the close of the fiscal
year ended December 31, 2000.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
Information required by this item is incorporated by reference to the
Company's definitive proxy statement pursuant to Regulation 14A which will be
filed with the Commission not later than 120 days after the close of the fiscal
year ended December 31, 2000.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Information required by this item is incorporated by reference to the
Company's definitive proxy statement pursuant to Regulation 14A which will be
filed with the Commission not later than 120 days after the close of the fiscal
year ended December 31, 2000.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
(a) 1. FINANCIAL STATEMENTS
Consolidated Financial Statements and Independent Auditors' Report included
in Exhibit 99 hereto, and in Appendix B of the Proxy Statement, incorporated
herein by reference:
Consolidated Statements of Income for each of the three
years in the period ended December 31, 2000
Consolidated Balance Sheets as of December 31, 2000 and 1999
Consolidated Statements of Cash Flow for each of the three years in
the period ended December 31, 2000
Consolidated Statements of Stockholders' Equity for each of the
three years in the period ended December 31, 2000
Notes to Financial Statements
Independent Auditors' Report
(a) 2. FINANCIAL STATEMENT SCHEDULE
Included in Part IV of this report:
Independent Auditors' Report on Schedule
For each of the three years in the period ended December 31, 2000:
Schedule II - Valuation and Qualifying Accounts
Other schedules are omitted because of the absence of conditions under which
they are required or because the required information is given in the financial
statements or notes thereto.
(a) 3. EXHIBITS
(3) (a) Restated Certificate of Incorporation including amendments has
previously been filed with the Securities and Exchange Commission
on the Company's Form 10-K for the year ended December 31, 1989,
(Commission file no. 1-10585) which is incorporated by reference.
(b) By-Laws have previously been filed with the Securities and
Exchange Commission on the Company's Form 10-K for the year ended
December 31, 1985, (Commission file no. 1-10585) which is
incorporated herein by reference.
(4) The Company is party to a Loan Agreement dated May 31, 1991 with the
New Jersey Economic Development Authority. The principal amount of the
loan thereunder is less than ten percent of the Company's consolidated
assets. The Company will furnish a copy of said agreement to the
Commission upon request.
(10) (a) Supply Agreement between Church & Dwight Co., Inc. and ALCAD
Partnership for supply of soda ash. This document is not attached
hereto but has been separately submitted to the Securities
and Exchange Commission which has approved the Company's
application under rule 24b-2 for privileged and confidential
treatment thereof.
(b) Limited Liability Company Operation Agreement of Armus, LLC,
dated as of June 14, 2000, between Church & Dwight Co., Inc. and
USA Detergents, Inc. This document has been previously filed with
the Securities and Exchange Commission on the Company's Quarterly
Report on Form 10-Q, filed on August 14, 2000 and was approved
under rule 24b-2 for priviliged and confidential treatment
thereof.
(c) Stock Purchase Agreement dated as of June 14, 2000, among USA
Detergents, Inc., Church & Dwight Co., Inc. and Frederick R.
Adler. This document has been previously filed with the
Securities and Exchange Commission on the Company's Quarterly
Report on Form 10-Q, filed on August 14, 2000.
COMPENSATION PLANS AND ARRANGEMENTS
(d) Indemnification Agreement for directors, and certain officers,
employees, agents and fiduciaries, which was approved by
stockholders at the Annual Meeting of Stockholders on May 7,
1987, and was included in the Company's definitive Proxy
Statement dated April 6, 1987, (Commission file no. 1-10585)
which is incorporated herein by reference.
(e) Shareholder Rights Agreement dated August 27, 1999, between
Church & Dwight Co., Inc. and ChaseMellon Shareholder Services,
L.L.C., has been previously filed on August 31, 1999 with the
Securities and Exchange Commission on the Company's Form 8-K,
(Commission file no. 1-10585) which is incorporated herein by
reference.
(f) The Company's 1983 Stock Option Plan, which was approved by
stockholders at the Annual Meeting of Stockholders on May 5,
1983, and was included in the Company's definitive Proxy
Statement dated April 4, 1983, (Commission file no. 1-10585)
which is incorporated herein by reference.
g) Restricted Stock Plan for Directors which was approved by
stockholders at the Annual Meeting of Stockholders on May 7,
1987, and was included in the Company's definitive Proxy
Statement dated April 6, 1987, (Commission file no. 1-10585)
which is incorporated herein by reference.
(h) Church & Dwight Co., Inc. Executive Deferred Compensation Plan,
effective as of June 1, 1997, (Commission file no. 1-10585) which
is incorporated herein by reference.
(i) Deferred Compensation Plan for Directors has previously been
filed with the Securities and Exchange Commission on the
Company's Form 10-K for the year ended December 31, 1987,
(Commission file no. 1-10585) which is incorporated herein by
reference.
(j) Employment Service Agreement with Senior Management of Church &
Dwight Co., Inc. has previously been filed with the Securities
and Exchange Commission on the Company's Form 10-K for the year
ended December 31, 1990, (Commission file no. 1-10585) which is
incorporated herein by reference.
(k) The Stock Option Plan for Directors which was approved by
stockholders in May 1991, authorized the granting of options to
non-employee directors. The full text of the Church & Dwight
Co.,Inc. Stock Option Plan for Directors was contained in the
definitive Proxy Statement filed with the Commission on April 2,
1991, (Commission file no. 1-10585) which is incorporated herein
by reference.
(l) A description of the Company's Incentive Compensation Plan has
previously been filed with the Securities and Exchange Commission
on the Company's Form 10-K for the year ended December 31, 1992,
(Commission file no. 1-10585) which is incorporated herein by
reference.
(m) Church & Dwight Co., Inc. Executive Stock Purchase Plan has
previously been filed with the Securities and Exchange Commission
on the Company's Form 10-K for the year ended December 31, 1993,
(Commission file no. 1-10585) which is incorporated herein by
reference.
(n) The 1994 Incentive Stock Option Plan has previously been filed
with the Securities and Exchange Commission on the Company's Form
10-K for the year ended December 31, 1994, (Commission file no.
1-10585) which is incorporated herein by reference.
(o) The Compensation Plan for Directors, which was approved by
stockholders at the Annual Meeting of Stockholders on May 9,
1996, and was included in the Company's definitive Proxy
Statement filed with the Commission on April 1, 1996, (Commission
file no. 1-10585) which is incorporated herein by reference.
*(11) Computation of earnings per share.
*(13) 2000 Annual Report to Stockholders.
*(21) List of the Company's subsidiaries.
*(23) Consent of Independent Auditor.
*(27) Financial Data Schedule.
*(99) Financial Statements.
(b) REPORTS ON FORM 8-K
No reports on Form 8-K were filed during the fourth quarter of the year
ended December 31, 2000.
Copies of exhibits will be made available upon request and for a
reasonable charge.
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*filed herewith
INDEPENDENT AUDITORS' REPORT
To The Board of Directors and Stockholders of
Church & Dwight Co., Inc.
Princeton, New Jersey
We have audited the consolidated financial statements of Church & Dwight Co.,
Inc. and subsidiaries as of December 31, 2000 and 1999, and for each of the
three years in the period ended December 31, 2000, and have issued our report
thereon dated February 23, 2001; such consolidated financial statements and
report are included elsewhere in this Form 10-K. Our audits also included the
consolidated financial statement schedule of Church & Dwight Co., Inc. and
subsidiaries, listed in Item 14. This consolidated financial statement schedule
is the responsibility of the Company's management. Our responsibility is to
express an opinion based on our audits. In our opinion, such consolidated
financial statement schedule, when considered in relation to the basic
consolidated financial statements taken as a whole, presents fairly in all
material respects the information set forth therein.
DELOITTE & TOUCHE LLP
Parsippany, New Jersey
February 23, 2001
CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
(In thousands)
2000 1999 1998
- ------------------------------------------------------------------------------------------------------------------------------
ALLOWANCE FOR DOUBTFUL ACCOUNTS:
Balance at beginning of year $1,552 $1,579 $1,532
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Additions:
Charged to expenses and costs 700 200 435
Acquisition of subsidiary - 122 -
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700 322 435
Deductions:
Amounts written off 190 348 387
Foreign currency translation adjustments 10 1 1
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200 349 388
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BALANCE AT END OF YEAR $2,052 $1,552 $1,579
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CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES
EXHIBIT 11 - COMPUTATION OF EARNINGS PER SHARE
(In thousands except per share amounts)
2000 1999 1998
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BASIC:
Net Income $33,559 $45,357 $30,289
Weighted average shares outstanding 38,321 38,792 38,734
Basic earnings per share $0.88 $1.17 $0.78
DILUTED:
Net Income $33,559 $45,357 $30,289
Weighted average shares outstanding 38,321 38,792 38,734
Incremental shares under stock option plans 1,612 2,251 1,316
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Adjusted weighted average shares outstanding 39,933 41,043 40,050
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Diluted earnings per share $0.84 $1.11 $0.76
CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES
EXHIBIT 21
LIST OF THE COMPANY'S SUBSIDIARIES
1) Church & Dwight Ltd./Ltee
Incorporated in Canada
2) C & D Chemical Products, Inc.
Incorporated in the State of Delaware,
D/B/A Armand Products Company, a Partnership
3) Brotherton Speciality Products Ltd.
Incorporated in the United Kingdom
4) Industrias Bicarbon De Venezuela, S.A. - Ceased operation December 1998
5) Quimica Geral do Nordeste S.A. (QGN)
Incorporated in Brazil (75% Interest)
The Company's remaining subsidiaries, if considered in the aggregate as
a single subsidiary, would not constitute a significant subsidiary as of
December 31, 2000.
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statements No.
33-60149, 33-60147, 33-24553, 33-6150 and 33-44881 on Form S-8 of our reports
dated February 23, 2001 included in the Annual Report on Form 10-K of Church &
Dwight Co., Inc. for the year ended December 31, 2000.
DELOITTE & TOUCHE LLP
Parsippany, New Jersey
March 9 , 2001
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized, on February 28, 2001.
CHURCH & DWIGHT CO., INC.
By: /s/ Robert A. Davies, III
-------------------------
Robert A. Davies, III
Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
/s/ Robert A. Davies, III Chairman and February 28, 2001
- -------------------------
Robert A. Davies, III Chief Executive Officer
/s/ Zvi Eiref Vice President Finance and February 28, 2001
- -------------------------
Zvi Eiref Chief Financial Officer
(Principal Financial Officer)
/s/ Gary P. Halker Vice President, Controller and February 28, 2001
- -------------------------
Gary P. Halker Chief Information Officer
(Principal Accounting Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated.
/s/ William R. Becklean Director February 28, 2001
- -----------------------
William R. Becklean
/s/ Robert H. Beeby Director February 28, 2001
- -------------------
Robert H. Beeby
/s/ Robert A. Davies, III Chairman February 28, 2001
- -------------------------
Robert A. Davies, III
/s/ Rosina B. Dixon, M.D. Director February 28, 2001
- -------------------------
Rosina B. Dixon, M.D.
/s/ J. Richard Leaman, Jr. Director February 28, 2001
- --------------------------
J. Richard Leaman, Jr.
/s/ Robert D. LeBlanc Director February 28, 2001
- ---------------------
Robert D. LeBlanc
/s/ John D. Leggett, III, Ph.D Director February 28, 2001
- ------------------------------
John D. Leggett, III, Ph.D.
/s/ John F. Maypole Director February 28, 2001
- -------------------
John F. Maypole
/s/ Robert A. McCabe Director February 28, 2001
- --------------------
Robert A. McCabe
/s/ Dwight C. Minton Chairman Emeritus February 28, 2001
- --------------------
Dwight C. Minton
/s/ Burton B. Staniar Director February 28, 2001
- ---------------------
Burton B. Staniar
/s/ John O. Whitney Director February 28, 2001
- -------------------
John O. Whitney