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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 26, 2003
Commission File Number 1-10585
CHURCH & DWIGHT CO., INC.
(Exact name of registrant as specified in its charter)
Delaware 13-4996950
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
469 North Harrison Street, Princeton, N.J. 08543-5297
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code: (609) 683-5900
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 twelve 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
---- ----
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act)
Yes X No
---- ----
As of November 5, 2003, there were 40,446,284 shares of Common Stock
outstanding.
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TABLE OF CONTENTS
PART I
ITEM PAGE
1. Financial Statements................................................ 3
2. Management's Discussion and Analysis ............................... 14
3. Quantitative and Qualitative Disclosure About Market Risk........... 19
4. Controls and Procedures............................................. 19
PART II
6. Exhibits and Reports on Form 8-K.................................... 20
PART I - FINANCIAL INFORMATION
ITEM 1: FINANCIAL STATEMENTS
CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS
(Unaudited)
Three Months Ended Nine Months Ended
(Dollars in thousands, except per share data) Sept. 26, Sept. 27, Sept. 26, Sept. 27,
2003 2002 2003 2002
---- ---- ---- ----
Net Sales.......................................... $ 265,566 $ 263,786 $ 770,127 $ 779,051
Cost of sales...................................... 185,024 182,586 536,178 548,663
---------- ---------- ---------- ----------
Gross Profit....................................... 80,542 81,200 233,949 230,388
Marketing expense.................................. 22,905 22,752 66,136 61,737
Selling, general and administrative expenses....... 28,763 30,299 85,109 88,982
---------- ---------- ---------- ----------
Income from Operations............................. 28,874 28,149 82,704 79,669
Equity in earnings of affiliates................... 5,164 5,453 25,844 17,734
Investment earnings................................ 256 295 910 1,300
Other income (expense), net........................ (83) (1,394) 534 (2,481)
Interest expense................................... (4,821) (5,663) (14,716) (17,848)
---------- ---------- ---------- ----------
Income before taxes and minority interest ......... 29,390 26,840 95,276 78,374
Income taxes....................................... 9,861 9,265 30,160 27,095
Minority interest.................................. 7 -- 22 129
---------- ---------- ---------- ----------
Net Income......................................... 19,522 17,575 65,094 51,150
Retained earnings at beginning of period........... 406,748 340,072 367,211 312,409
---------- ---------- ---------- ----------
426,270 357,647 432,305 363,559
Dividends paid..................................... 3,223 2,985 9,258 8,897
---------- ---------- ---------- ----------
Retained earnings at end of period................. $ 423,047 $ 354,662 $ 423,047 $ 354,662
========== ========== ========== ==========
Weighted average shares outstanding - Basic........ 40,318 39,794 40,132 39,548
========== ========== ========== ==========
Weighted average shares outstanding - Diluted...... 42,248 41,875 42,058 41,749
========== ========== ========== ==========
Earnings Per Share:
Net income per share - Basic....................... $.48 $.44 $1.62 $1.29
========== ========== ========== ==========
Net income per share - Diluted..................... $.46 $.42 $1.55 $1.23
========== ========== ========== =========
Dividends Per Share................................ $.08 $.075 $.23 $.225
========== ========== ========== =========
See Notes to Condensed Consolidated Financial Statements.
CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
Sept. 26, 2003 Dec. 31, 2002
(Dollars in thousands) (Unaudited)
Assets
Current Assets
Cash and cash equivalents........................................................... $ 76,696 $ 76,302
Accounts receivable, less allowances of $1,547 and $1,546........................... 101,582 100,252
Inventories......................................................................... 78,411 82,674
Deferred income taxes............................................................... 16,841 18,154
Note receivable - current........................................................... 942 870
Prepaid expenses.................................................................... 5,702 7,184
----------- ----------
Total Current Assets................................................................ 280,174 285,436
----------- ----------
Property, Plant and Equipment (Net)................................................. 247,325 240,007
Note Receivable..................................................................... 8,766 9,708
Equity Investment in Affiliates..................................................... 150,888 131,959
Long-term Supply Contracts.......................................................... 5,865 6,538
Tradenames and Other Intangibles.................................................... 87,952 90,036
Goodwill ........................................................................... 205,691 202,388
Other Assets........................................................................ 29,707 22,169
----------- ----------
Total Assets........................................................................ $ 1,016,368 $ 988,241
=========== ==========
Liabilities and Stockholders' Equity
Current Liabilities
Short-term borrowings............................................................... $ 62,915 $ 4,490
Accounts payable and accrued expenses............................................... 152,252 162,907
Current portion of long-term debt................................................... 1,203 11,455
Income taxes payable................................................................ 21,009 12,315
----------- ----------
Total current liabilities........................................................... 237,379 191,167
Long-term Debt...................................................................... 254,574 352,488
Deferred Income Taxes............................................................... 65,682 57,103
Deferred and Other Long-term Liabilities............................................ 26,626 24,014
Postretirement and Postemployment Benefits.......................................... 15,858 15,609
Minority Interest................................................................... 274 214
Commitments and Contingencies
Stockholders' Equity
Preferred Stock-$1.00 par value
Authorized 2,500,000 shares, none issued....................................... -- --
Common Stock-$1.00 par value
Authorized 100,000,000 shares, issued 46,660,988 shares........................ 46,661 46,661
Additional paid-in capital.......................................................... 45,091 39,550
Retained earnings................................................................... 423,047 367,211
Accumulated other comprehensive (loss).............................................. (14,205) (16,919)
----------- ----------
500,594 436,503
Common stock in treasury, at cost:
6,278,404 shares in 2003 and 6,763,554 shares in 2002.......................... (84,619) (88,857)
----------- ----------
Total Stockholders' Equity.......................................................... 415,975 347,646
----------- ----------
Total Liabilities and Stockholders' Equity.......................................... $ 1,016,368 $ 988,241
=========== ==========
See Notes to Condensed Consolidated Financial Statements.
CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW
(Unaudited)
Nine Months Ended
(Dollars in thousands) Sept. 26, 2003 Sept. 27, 2002
-------------- ---------------
Cash Flow From Operating Activities
Net Income.......................................................................... $ 65,094 $ 51,150
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, depletion and amortization....................................... 22,300 21,319
Equity in earnings of affiliates............................................... (25,844) (17,734)
Deferred income taxes.......................................................... 10,120 18,110
Other.......................................................................... 890 2,439
Change in assets and liabilities:
Decrease in accounts receivable................................................ 10 3,304
Decrease in inventories........................................................ 5,511 10,436
Decrease in prepaid expenses................................................... 1,615 634
(Decrease) in accounts payable................................................. (11,947) (19,846)
Increase in income taxes payable............................................... 11,221 1,945
Increase in other liabilities.................................................. 752 1,220
--------- ---------
Net Cash Provided By Operating Activities........................................... 79,722 72,977
--------- ---------
Cash Flow From Investing Activities
Additions to property, plant and equipment.......................................... (22,474) (30,879)
Biovance acquisition (net of cash acquired)......................................... (3,424) (7,747)
Proceeds from note receivable....................................................... 870 5,803
Distributions from affiliates....................................................... 3,629 3,447
Other long-term assets.............................................................. (1,440) (717)
Adjustment to purchase price of product lines....................................... -- (919)
Investment in affiliates............................................................ -- (2,631)
Proceeds from sale of fixed assets.................................................. -- 211
--------- ---------
Net Cash Used In Investing Activities............................................... (22,839) (33,432)
--------- ---------
Cash Flow From Financing Activities
Issuance of long-term debt.......................................................... 100,000 --
Long-term debt (repayment).......................................................... (208,438) (20,480)
Short-term debt borrowing........................................................... 60,000 3,576
Payment of short-term debt.......................................................... (2,469) --
Proceeds from stock options exercised............................................... 7,118 9,958
Payment of cash dividends........................................................... (9,258) (8,897)
Deferred financing costs............................................................ (3,442) --
--------- ---------
Net Cash (Used In) Financing Activities............................................. (56,489) (15,843)
--------- ---------
Net Change In Cash and Cash Equivalents............................................. 394 23,702
Cash And Cash Equivalents At Beginning Of Year...................................... 76,302 52,446
--------- ---------
Cash And Cash Equivalents At End Of Period.......................................... $ 76,696 $ 76,148
========= =========
See Notes to Condensed Consolidated Financial Statements.
CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. The consolidated balance sheet as of September 26, 2003, the consolidated
statements of income and retained earnings for the three and nine months ended
September 26, 2003 and September 27, 2002 and the consolidated statements of
cash flow for the nine months then ended have been prepared by the Company
without audit. In the opinion of management, all adjustments (which include only
normal recurring adjustments) necessary to present fairly the financial
position, results of operations and cash flow at September 26, 2003 and for all
periods presented have been made.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted. It is suggested that these condensed
consolidated financial statements be read in conjunction with the financial
statements and notes thereto included in the Company's December 31, 2002 annual
report to shareholders. The results of operations for the period ended September
26, 2003 are not necessarily indicative of the operating results for the full
year.
2. Inventories consist of the following:
(In thousands) Sept. 26, 2003 Dec. 31, 2002
-------------- -------------
Raw materials and supplies.................. $ 28,583 $ 30,987
Work in process............................. 374 142
Finished goods ............................. 49,454 51,545
---------- ----------
$ 78,411 $ 82,674
========== ==========
3. Property, Plant and Equipment consist of the following:
(In thousands) Sept. 26, 2003 Dec. 31, 2002
-------------- -------------
Land................................................................................ $ 6,148 $ 6,079
Buildings and improvements.......................................................... 106,700 105,469
Machinery and equipment............................................................. 273,405 267,568
Office equipment and other assets................................................... 22,133 30,556
Software ........................................................................... 6,021 5,945
Mineral rights ..................................................................... 563 467
Construction in progress............................................................ 29,913 9,920
---------- ----------
444,883 426,004
Less accumulated depreciation, depletion and amortization........................... 197,558 185,997
---------- ----------
Net Property, Plant and Equipment................................................... $ 247,325 $ 240,007
========== ==========
During the second quarter of 2003, the Company disposed of approximately $8.3
million of fully depreciated assets.
4. Earnings Per Share
Basic EPS is calculated based on income available to common shareholders and the
weighted-average number of shares outstanding during the reported period.
Diluted EPS includes additional dilution from potential common stock issuable
pursuant to the exercise of stock options outstanding. The weighted average
number of common shares outstanding used to calculate Basic EPS is reconciled to
those shares used in calculating Diluted EPS as follows:
Three Months Ended Nine Months Ended
------------------------------ -------------------------------
(In thousands) Sept. 26 2003 Sept. 27, 2002 Sept. 26, 2003 Sept. 27, 2002
------------- -------------- -------------- --------------
Basic............................................ 40,318 39,794 40,132 39,548
Dilutive effect of stock options................. 1,930 2,081 1,926 2,201
---------- ---------- ---------- ----------
Diluted.......................................... 42,248 41,875 42,058 41,749
========== ========== ========== ==========
Anti-dilutive stock options outstanding.......... 561 603 1,077 603
========== ========== ========== ==========
CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
5. Stock Based Compensation
The Company accounts for costs of stock-based compensation in accordance with
Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to
Employees", rather than the fair-value based method in Statement of Financial
Accounting Standards No. 123 (SFAS 123), "Accounting for Stock-Based
Compensation". During 2003, there were 558,940 stock options granted at an
average fair value of $11.94 per share.
The Company's pro forma net income and pro forma net income per share for the
third quarter and nine months of 2003 and 2002 is calculated as if the Company
accounts for stock based compensation in accordance with the fair value method
in SFAS 123 are as follows:
Three Months Ended Nine Months Ended
------------------------------ ------------------------------
(In thousands, except for per share data) Sept. 26, 2003 Sept. 27, 2002 Sept. 26, 2003 Sept. 27, 2002
-------------- -------------- -------------- --------------
Net Income
As reported........................................... $ 19,522 $ 17,575 $ 65,094 $ 51,150
Deduct: Total stock-based employee compensation
expense determined under fair value based
method for all awards, net of related tax effects. (1,043) (1,022) (2,862) (2,959)
--------- --------- -------- ---------
Pro forma............................................. $ 18,479 $ 16,553 $ 62,232 $ 48,191
========= ========= ======== =========
Net Income per Share: basic
As reported........................................... $ 0.48 $ 0.44 $ 1.62 $ 1.29
Pro forma............................................. 0.45 0.41 1.54 1.21
Net Income per Share: diluted
As reported...................................... $ 0.46 $ 0.42 $ 1.55 $ 1.23
Pro forma............................................ 0.43 0.39 1.47 1.14
6. Segment Information
Sales and operating results in affiliate companies over which the Company exerts
significant influence, but does not control the financial and operating
decisions, are reported for segment purposes in a manner similar to consolidated
subsidiaries. The effect of this convention is eliminated to adjust management
reporting results to the amounts in the financial statements. The sales and
operating results are presented in this manner because the chief decision maker
(the CEO) makes decisions about allocating resources and assessing performance
of the segments on this basis.
Segment sales and income from operations for the third quarter and year to date
of 2003 and 2002 are as follows:
Unconsolidated
Affiliates and
(In thousands) Consumer Specialty Eliminations Total
-------- --------- -------------- -----
Net Sales
Third quarter 2003.......................... $ 321,119 $ 57,056 $ (112,609) $ 265,566
Third quarter 2002.......................... 317,465 56,523 (110,202) 263,786
Year to date 2003........................... 946,737 170,129 (346,739) 770,127
Year to date 2002........................... 934,076 166,572 (321,597) 779,051
Income from Operations
Third quarter 2003.......................... $ 43,222 $ 5,706 $ (20,054) $ 28,874
Third quarter 2002.......................... 41,716 7,628 (21,195) 28,149
Year to date 2003........................... 145,022 18,490 (80,808) 82,704
Year to date 2002........................... 116,928 22,675 (59,934) 79,669
CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
Product line net sales data for the third quarter periods in 2003 and 2002 are
as follows:
Three Months Ended Sept. 26, 2003 Three Months Ended Sept. 27, 2002
---------------------------------------------- ----------------------------------------------
As Unconsol. Including As Unconsol. Including
Reported Affiliates Elim.** Affiliates Reported Affiliates Elim.** Affiliates
-------- ---------- ------- ---------- -------- ---------- ------- ----------
Deodorizing and
Cleaning Products..... $ 61,337 $ -- $ -- $ 61,337 $ 62,674 $ -- $ -- $ 62,674
Laundry Products........ 105,536 -- -- 105,536 101,138 -- -- 101,138
Personal Care Products.. 41,731 50,342 -- 92,073 46,058 55,364 -- 101,422
International........... 9,812 53,009 (648) 62,173 7,723 45,639 (1,131) 52,231
--------- -------- -------- --------- --------- -------- ------- ----------
Total Consumer.......... 218,416 103,351 (648) 321,119 217,593 101,003 (1,131) 317,465
Specialty Products Division 47,150 11,267 (1,361) 57,056 46,193 12,464 (2,134) 56,523
--------- -------- -------- --------- --------- -------- ------- ----------
Total Net Sales..... $ 265,566 $114,618 $ (2,009) $ 378,175 $ 263,786 $113,467 $(3,265) $ 373,988
========= ======== ======== ========= ========= ======== ======== ==========
**Includes elimination of intercompany sales
Product line net sales data for the nine month periods in 2003 and 2002 are as
follows:
Nine Months Ended Sept. 26, 2003 Nine Months Ended Sept. 27, 2002
---------------------------------------------- ----------------------------------------------
As Unconsol. Including As Unconsol. Including
Reported Affiliates Elim.** Affiliates Reported Affiliates Elim.** Affiliates
---------------------------------------------- ----------------------------------------------
Deodorizing and
Cleaning Products..... $ 175,663 $ -- $ -- $ 175,663 $ 188,737 $ -- $ -- $ 188,737
Laundry Products........ 304,344 -- -- 304,344 299,046 -- -- 299,046
Personal Care Products.. 125,216 160,023 -- 285,239 130,936 162,308 -- 293,244
International........... 26,961 156,458 (1,928) 181,491 23,682 130,498 (1,131) 153,049
--------- -------- -------- ---------- --------- -------- ------- ----------
Total Consumer.......... 632,184 316,481 (1,928) 946,737 642,401 292,806 (1,131) 934,076
Specialty Products Division 137,943 37,048 (4,862) 170,129 136,650 34,171 (4,249) 166,572
--------- -------- -------- ---------- --------- -------- ------- ----------
Total Net Sales......... $ 770,127 $353,529 $ (6,790) $1,116,866 $ 779,051 $326,977 $(5,380) $1,100,648
========= ======== ======== ========== ========= ======== ======== ==========
**Includes elimination of intercompany sales
7. Armkel LLC
The following table summarizes financial information for Armkel LLC. The Company
accounts for its 50% interest under the equity method.
Three Months Ended Nine Months Ended
-------------------------------- -------------------------------
(In thousands) Sept. 26,2003 Sept. 27, 2002 Sept. 26, 2003 Sept. 27, 2002
------------- -------------- -------------- --------------
Income statement data:
Net sales................................... $ 103,351 $ 101,003 $ 316,481 $ 292,806
Gross profit................................ 57,602 58,540 180,613 159,558
Net income ................................. 8,958 9,316 46,698 25,209
Equity in affiliate ........................ 4,479 4,658 23,349 15,104
CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
Sept. 26, Dec. 31,
(In thousands) 2003 2002
---- ----
Balance sheet data:
Current assets................................................ $ 217,263 $ 246,307
Noncurrent assets............................................. 562,937 562,207
Short-term debt............................................... 4,734 28,556
Current liabilities (excluding short-term debt)............... 84,066 110,224
Long-term debt................................................ 382,122 411,634
Other long-term liabilities................................... 33,086 28,420
Partners' equity.............................................. 276,192 229,680
Under the partnership agreement with Kelso, the Company is allocated 50% of all
book and tax profits. If there are losses, the Company is allocated 50% of all
book and tax losses up to $10 million and 100% of such losses above that level
for the period starting September 29, 2001, the date of the acquisition. The
Company is entitled to 100% of the profits up to an amount equal to the
accumulated excess losses it recorded. As a result of the disproportionate
allocation to the Company of Armkel's losses in the fourth quarter of 2001, the
Company recorded 100% of the first $5 million and 50% of the balance of
Armkel's 2002 net income and 50% of Armkel's 2003 net income of $46.7 million.
Armkel's nine month results in 2003 include a $12.7 million net gain from
the settlement of litigation partially offset by a $3.1 million impairment
charge related to the former Carter-Wallace facility being held for sale. During
the first quarter of 2003, Armkel sold its Italian subsidiary for a sales price
of approximately $22.6 million and recognized a pretax gain on the sale of
approximately $1.9 million.
The Company invoiced Armkel $19.0 million and $15.7 million for primarily
administrative and management oversight services (which is included as a
reduction of selling, general and administrative expenses), and purchased $1.4
million and $5.4 million of deodorant anti-perspirant inventory produced by
Armkel in the nine month periods of 2003 and 2002, respectively. The Company
sold Armkel $1.9 million and $1.1 million of Arm & Hammer products to be sold in
international markets in the nine month periods of 2003 and 2002, respectively.
The Company had a net open receivable from Armkel at September 26, 2003 and
December 31, 2002 of approximately $2.3 million and $4.8 million, respectively,
that primarily related to administrative services, partially offset by amounts
owed for inventory.
8. Goodwill, Tradenames and Other Intangible Assets
The following tables discloses the carrying value of all intangible assets:
(In thousands) September 26, 2003 December 31, 2002
------------------------------------ --------------------------------
Gross Gross
Carrying Accum. Carrying Accum.
Amount Amort. Net Amount Amort. Net
------------------------------------ --------------------------------
Amortized intangible assets:
Tradenames...................... $ 36,970 $ (6,756) $ 30,214 $ 36,970 $ (5,182) $ 31,788
Formulas........................ 6,281 (1,289) 4,992 6,281 (866) 5,415
Non Compete Agreement........... 1,143 (204) 939 1,143 (117) 1,026
--------- --------- --------- -------- -------- --------
Total........................... $ 44,394 $ (8,249) $ 36,145 $ 44,394 $ (6,165) $ 38,229
========= ========= ========= ======== ======== ========
Unamortized intangible assets - Carrying value
Tradenames...................... $ 51,807 $ 51,807
--------- --------
Total........................... $ 51,807 $ 51,807
========= ========
CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
Intangible amortization expense amounted to $2.1 million in the nine months of
2003 and $1.7 million for the same period of 2002. The estimated intangible
amortization for each of the next five years is approximately $2.9 million.
The changes in the carrying amount of goodwill for the nine months ended
September 26, 2003 is as follows:
(In thousands) Consumer Specialty Total
Balance December 31, 2002......................................... $ 182,498 $ 19,890 $ 202,388
Additional purchase price......................................... -- 3,424 3,424
Foreign exchange/other............................................ 25 (146) (121)
----------- ---------- -----------
Balance September 26, 2003........................................ $ 182,523 $ 23,168 $ 205,691
=========== ========== ===========
Based upon the terms of the Biovance purchase agreement, an additional payment
of $3.4 million was made during the first quarter of 2003 based upon 2002
operating performance and was recorded as goodwill in the accompanying balance
sheet. An additional payment will be required based on the provisions of the
purchase agreement, which cannot exceed $8.6 million and will be accounted for
as additional purchase price.
9. Comprehensive Income
The following table presents the Company's Comprehensive Income for the nine
months ended September 26, 2003 and September 27, 2002:
Three Months Ended Nine Months Ended
------------------------- -----------------------
(In thousands) Sept. 26, Sept. 27, Sept. 26, Sept. 27,
2003 2002 2003 2002
---- ---- ---- ----
Net Income......................................... $ 19,522 $ 17,545 $ 65,094 $ 51,150
Other Comprehensive Income, net of tax:
Foreign exchange translation adjustments........ (1,236) (3,184) 3,139 (4,678)
Interest rate swap agreements................... 680 (946) 1,241 (1,218)
Minimum pension liability....................... 201 -- (1,666) --
---------- ---------- ---------- ----------
Comprehensive Income............................... $ 19,167 $ 13,415 $ 67,808 $ 45,254
========== ========== ========== ==========
10. Accounts Receivable Securitization
During the first quarter of 2003, the Company entered into a receivables
purchase agreement with an issuer of receivables-backed commercial paper in
order to refinance a portion, $60 million, of its primary credit facility. This
transaction resulted in a reclassification of long-term debt to short-term debt
in the Company's Consolidated Balance Sheet. Under this arrangement, the Company
sold, and will sell from time to time, throughout the 3 year term of the
agreement, its trade accounts receivable to a wholly-owned, consolidated,
special purpose finance subsidiary, Harrison Street Funding LLC, a Delaware
limited liability company ("Harrison"). Harrison in turn sold, and will sell on
an ongoing basis, to the commercial paper issuer an undivided interest in the
pool of accounts receivable. The receivables assets and the short-term
borrowings of Harrison are included in the consolidated financial statements of
the Company. The transactions were entered into to reduce certain expenses
associated with the credit facility in addition to lowering the Company's
financing costs by accessing the commercial paper market. The balance
outstanding under the agreement is $58 million at September 26, 2003. This item
is shown on the Company's Statement of Cash Flow opposite the caption of
Short-term debt borrowing.
CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
11. Convertible Debentures
In early August, the Company refinanced $100 million of its Term Loan bank debt
principally through the sale of $100 million principal amount of 5.25%
convertible senior debentures due on August 15, 2033 through a private placement
to qualified institutional buyers. The debentures rank equal in right of payment
with all of the Company's existing and future unsecured senior indebtedness. The
debentures are effectively subordinated in right of payment to all of the
Company's existing and future secured indebtedness to the extent of the value of
the assets securing that indebtedness and to all of the existing and future
indebtedness and other liabilities of the Company's subsidiaries. The Company
has the right to repurchase all or part of the debentures on or after August 15,
2008. Interest is paid semi-annually on August 15th and February 15th of each
year.
On each of August 15, 2010, August 15, 2013, August 15, 2018, August 15, 2023
and August 15, 2028, or in the event of a change in control, holders may require
the Company to repurchase all or any portion of the debentures at a purchase
price equal to 100% of the principal amount of the debentures, plus accrued and
unpaid interest to the date of repurchase. The Company must pay cash for any
debentures repurchased on August 15, 2010. However, the Company may choose to
pay cash, shares of its common stock, or a combination of cash or shares of its
common stock for any debentures repurchased on August 15, 2013, August 15, 2018,
August 15, 2023 or August 15, 2028 or following a change in control.
Holders may convert their debentures into shares of the Company's common stock
prior to maturity at a conversion rate of 21.5054 shares of common stock per
each $1,000 principal amount of debentures, which is equivalent to an initial
conversion price of approximately $46.50 per share, subject to adjustment in
certain circumstances. The initial conversion price represents a 42.16% premium
over the closing price of the Company's common stock on August 5, 2003, which
was $32.71 per share. A holder may convert the debentures into the Company's
common stock under the following circumstances: the sale price of the Company's
common stock is more than 120% of the conversion price (the "20% conversion
price premium"); the trading price of a debenture falls below a specified
threshold; specified credit rating events with respect to the debentures occur;
the Company calls the debentures for redemption; or specified corporate
transactions occur.
Because of the inclusion of the restricted convertibility feature of the
debentures, the Company's diluted net income per common share calculation does
not give effect to the dilution from the conversion of the debentures until the
Company's share price exceeds the 20% conversion price premium or one of the
other events described above occurs.
The issuance of debentures is reflected on the Company's Statement of Cash Flow
opposite the captions of Issuance of long-term debt and Deferred financing
costs.
12. Subsequent Event
On October 20, 2003 the Company completed its previously announced purchase of
four oral care brands from Unilever in the United States and Canada. The
purchase includes the Mentadent brand of toothpaste and toothbrushes, Pepsodent
and Aim toothpaste, and exclusive licensing rights to Close-Up toothpaste. The
transaction strengthens the Company's strategically important oral care
business, tripling its unit sales and more than doubling its dollar sales within
the U.S. oral care sector. Nine month net sales for these brands are estimated
at approximately $90 million.
The Company paid Unilever approximately $104 million in cash at closing and
assumed certain liabilities, and will make additional performance-based payments
of between $5 million and $12 million payable over the next eight years, which
will be accounted for as additional purchase price. The acquisition was funded
by obtaining new Tranche B Term Loans through an Amendment to the Company's
Credit Agreement dated September 28, 2001 as well as available cash. In
connection with the Amendment, the Company, among other things, was provided
with new Tranche B Term Loans in the amount of $250 million, which were used to
replace the existing Tranche B Term Loans of approximately $150 million, and
used the remaining $100 million in connection with this transaction. The new
Tranche B Loans, which have essentially the same terms as the replaced loans,
but with more favorable interest rate provisions, shall be repayable in $0.6
million quarterly installments through September 2006 and thereafter in
substantial quarterly installments until September 2007 when the loan is fully
paid. As a result of the refinancing, the
CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
Company will write-off in the fourth quarter of 2003 the balance of the deferred
financing costs associated with the previous financing. The balance of the
deferred financing costs at September 26, 2003 was approximately $4.1 million.
The results of operations for the businesses acquired are not included in the
Company's consolidated financial statements, because the acquisition occurred
subsequent to the end of the third quarter.
Pro-forma financial information is not furnished due to the timing of the
closing. On November 4, 2003, the Company filed form 8-K with the Securities and
Exchange Commission announcing the closing of the acquisition and pro-forma
financial data will be filed separately by January 3, 2004.
13. Recent Accounting Pronouncements
In April 2003, the FASB issued SFAS No. 149, "Amendment of Statement 133 on
Derivative Instruments and Hedging Activities." This Statement is effective for
contracts entered into or modified after June 30, 2003, with certain exceptions.
The Company adopted the provisions of the statement on its effective date and
does not anticipate a material impact to its consolidated financial statements.
On May 15, 2003, the FASB issued SFAS No. 150 "Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and Equity", which aims to
eliminate diversity in practice by requiring that the "freestanding" financial
instruments be reported as liabilities by their issuers. The provisions of SFAS
150, which also include a number of new disclosure requirements, are effective
for instruments entered into or modified after May 31, 2003 and for pre-existing
instruments as of the beginning of the first interim period that commences after
June 15, 2003. The Company adopted the provisions of the statement on its
effective date and does not anticipate a material impact to its consolidated
financial statements.
In January 2003, the FASB issued FIN No. 46, "Consolidation of Variable Interest
Entities." FIN No. 46 sets forth criteria to be used in determining whether an
investment in a variable interest entity (VIE) should be consolidated and is
based on the general premise that companies that control another entity through
interests other than voting interests should consolidate the controlled entity.
FIN No. 46 would require the immediate consolidation of specified VIEs created
after January 31, 2003. For specified VIEs created before February 1, 2003, FIN
No. 46 would require consolidation in interim or annual financial statements
issued for periods beginning after December 15, 2003. The Company has evaluated
the impact of FIN 46 with regard to the Armand Products Joint Venture and the
Armakleen Company and has determined neither qualifies as a VIE. The Company is
still in process of evaluating Armkel to determine if it should be considered a
VIE and if so, whether or not the Company is the primary beneficiary. Should it
be determined that the Company needs to consolidate Armkel, the Company's
financial statements as of September 26, 2003 would have been affected as
follows: consolidated total assets of the Company and Armkel would have been
approximately $1.7 billion (after eliminating both its investment in Armkel and
intercompany receivables), consolidated total liabilities (after creating
minority interest and eliminating intercompany liabilities) would have been
approximately $1.2 billion, and both net income and stockholders' equity would
remain unchanged. Consolidated net sales would be approximately $1.1 billion.
Because the FASB is considering amending certain provisions of FIN 46, the
Company is unable to determine the impact of any such amendment at this time.
14. Contingencies
a. Certain former shareholders of Carter-Wallace have brought legal
action against the company that purchased the pharmaceutical business
of Carter-Wallace regarding the fairness of the consideration these
shareholders received. Pursuant to various indemnification agreements,
Armkel could be liable for damages up to $12 million, and the Company
could be liable directly to Armkel for an amount up to $2.1 million.
The Company believes that the consideration offered was fair to the
former Carter-Wallace shareholders, and it cannot predict with
certainty the outcome of this litigation.
On March 27, 2003, GAMCO Investors, Inc., a party to the legal action
described above, filed another complaint in the New York Supreme Court
seeking damages from MedPointe Healthcare Inc. (the new name of the
company formerly known as Carter-Wallace), the former directors of
Carter-Wallace, and one of the former shareholders of Carter-Wallace.
The complaint alleges breaches of fiduciary duty in connection with
certain employment agreements with former Carter-Wallace executives,
the sale of Carter Wallace's consumer products business to Armkel (some
of the products acquired by Armkel were subsequently sold by Armkel to
the Company) and the merger of MCC Acquisition Sub Corporation with and
into Carter-Wallace. The complaint seeks monetary damages and equitable
relief, including among
CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
other things, invalidation of the transactions. The defendants have
moved to dismiss the complaint. The Company has not been named as a
defendant in this action and believes it has no liability.
b. The Company has commitments to acquire approximately $12 million of raw
material and packaging supplies from our vendors. The packaging
supplies are in either a converted or non-converted status. This
enables the Company to respond quickly to changes in customer
orders/requirements.
c. The Company, in the ordinary course of its business, is the subject of,
or a party to, various pending or threatened legal actions. The Company
believes that any ultimate liability arising from these actions will
not have a material adverse effect on its consolidated financial
statements.
15. Reclassification
Certain prior year amounts have been reclassified in order to conform with the
current year presentation.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
Results of Operations
- ---------------------
For the quarter ended September 26, 2003, the Company reported net income of $
19.5 million or diluted net income per share of $0.46, a $0.04 per share or 10%
increase over the $17.6 million or $0.42 per diluted share for the same period
of last year.
For the nine months, net income increased to $65.1 million or $1.55 per diluted
share compared to $51.2 million or $1.23 per diluted share. The current year
includes a $0.09 per share gain resulting from settlement of litigation and a
$0.02 per share charge associated with an impairment of a former Carter-Wallace
facility being held for sale, both of which relate to the Company's Armkel LLC
joint venture, and a $0.06 per share gain associated with a settlement of a
state tax dispute. The prior year included net income of $0.05 per share related
to the disproportionate allocation of profits to the Company under the terms of
the Armkel joint venture agreement and a $0.06 per share acquisition related
charge associated with the step-up of opening inventory values by Armkel. The
settlement of litigation referred to above relates to a $12.7 million net gain,
after expenses and costs, from the settlement of patent infringement litigation.
Church & Dwight third quarter net sales of $265.6 million were $1.8 million or
0.7% above last year. At the brand level, significantly higher sales of liquid
laundry detergent were partially offset by lower powder laundry detergent sales.
Deodorizer sales benefited from recent cat litter and carpet deodorizer product
introductions; however, cleaner sales were affected by the Company's decision to
recall, for safety reasons, a single item from the Sno Bol(R) toilet bowl
cleaner line. Toothpaste and antiperspirant sales were lower due to a
combination of competitive activity and lower promotional spending than last
year. International and specialty products sales were moderately higher than
last year. This year's sales included a $0.7 million reversal of prior year
promotion reserves due to a change in estimate; last year's sales included a
similar change in promotion estimate of $2.5 million.
Nine months net sales of $770.1 million were $8.9 million or 1.1% below last
year's $779.1 million. This year's sales included a $1.1 million reversal of
prior year promotion reserves due to a change in estimate; last year's sales
included a similar change in promotion estimate of $5.3 million, as well as the
discontinuation of certain former USA Detergents cleaners and former
Carter-Wallace pet care products. At the brand level, significantly higher sales
of liquid laundry detergent, combined with higher international sales, were
partially offset by lower powder laundry detergent sales and certain deodorizer,
cleaning and oral care products.
Third quarter gross profit was $80.5 million or 30.3% of net sales, and 0.5
percentage points below the same period last year as a substantially lower
margin on specialty products was partially offset by a slightly higher margin on
consumer products. The lower specialty products margin was largely due to a
sharp increase in the cost of a palm oil derivative which is a key ingredient in
the animal nutrition business. The higher consumer products margin was due to
improved manufacturing and purchasing efficiencies, which were large enough to
absorb significant startup costs associated with new product introductions, as
well as the cost of the product recall referred to earlier, and costs related to
a 10% reduction in inventory levels during the quarter.
Gross profit for the nine month period was $233.9 million and 30.4% of net
sales. This compares to $230.4 million or 29.6% of net sales. The increase of
0.8 percentage points relate to the integration benefits from the USA Detergents
and Carter-Wallace acquisitions and the matters addressed in the current quarter
discussion.
Marketing expenses were essentially unchanged over the comparable three month
period of 2002. Higher Cleaning and Laundry products were offset by lower
Personal Care and Deodorizing products. The increase in Cleaning products is
associated with the newly introduced Brillo Scrub N Toss. Within Personal Care
products, an increase in advertising for Arrid was more than offset by an
advertising reduction for Arm & Hammer Ultramax.
Marketing expenses increased $4.4 million for the nine month period over the
comparable period of 2002. The increase is primarily associated with Personal
Care products, namely higher Arm & Hammer Dentifrice and Arrid brands'
advertising expenses, partially offset by a reduction in advertising expenses
for Arm & Hammer Advanced Breathcare.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS (Continued)
Selling, general and administrative expenses decreased $1.5 million to $28.8
million in the quarter and $3.9 million to $85.1 million for the nine month
period. These decreases are primarily a result of the elimination of transition
related expenses incurred in 2002 associated with the acquired Carter-Wallace
products, a reduction in deferred compensation expenses and a tradename
impairment charge recorded in the third quarter of 2002, partially offset by
higher personnel related expenses.
Equity in earnings of affiliates decreased $0.3 million in the quarter and
increased $8.1 million for the nine month period. Armkel's earnings in the
quarter were slightly lower as was the Company's Armand Products joint venture.
The increase for the nine month period is a result of the second quarter 2003
Armkel litigation settlement, partially offset by an impairment of an asset held
for sale. Earnings in the year ago period reflect the disproportionate recapture
of $5 million of allocated losses sustained in the fourth quarter of 2001 in
accordance with the terms of the Armkel joint venture agreement. (See note 7 to
the consolidated financial statements for additional information.) The nine
month period increase is also impacted by the inventory step-up charge in the
first quarter of 2002 relating to Armkel's opening inventory values.
Investment earnings for the quarter and nine month period were lower as a result
of lower interest rates.
Interest expense for the quarter and nine month period was lower due to lower
interest rates and a lower amount of debt outstanding.
Other income and expense for the quarter and nine month period of 2002 includes
foreign exchange losses incurred by the Company's Brazilian subsidiary, while
2003 was favorably affected by foreign exchange gains incurred by the same
subsidiary.
The tax rate for the nine months was 31.7%, compared to 34.6% a year ago. This
decrease is a result of a settlement of a state tax dispute partially offset by
a higher state tax rate and taxes associated with Armkel's sale of its Italian
subsidiary in 2003.
Segment Results
Sales and operating results in affiliate companies over which the Company exerts
significant influence, but does not control the financial and operating
decisions, are reported for segment purposes in a manner similar to consolidated
subsidiaries. The effect of this convention is eliminated to adjust management
reporting results to the amounts in the financial statements. The sales and
operating results are presented in this manner because the chief decision maker
(the CEO) makes decisions about allocating resources and assessing performance
of the segments on this basis.
Unconsolidated
Affiliates and
(In thousands) Consumer Specialty Eliminations Total
-------- --------- -------------- -----
Net Sales
Third quarter 2003.......................... $ 321,119 $ 57,056 $ (112,609) $ 265,566
Third quarter 2002.......................... 317,465 56,523 (110,202) 263,786
Year to date 2003........................... 946,737 170,129 (346,739) 770,127
Year to date 2002........................... 934,076 166,572 (321,597) 779,051
Income from Operations
Third quarter 2003.......................... $ 43,222 $ 5,706 $ (20,054) $ 28,874
Third quarter 2002.......................... 41,716 7,628 (21,195) 28,149
Year to date 2003........................... 145,022 18,490 (80,808) 82,704
Year to date 2002........................... 116,928 22,675 (59,934) 79,669
Consumer Products
Combined Consumer Product net sales of the Company and its affiliate grew 1.1%
to $321.1 million in the quarter.. At the brand level, sales of liquid laundry
detergent were significantly higher and Deodorizer products benefited
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS (Continued)
from recent cat litter and carpet deodorizer product introductions.
International net sales increased due to higher sales of oral and skin care
products in Europe and condoms in Canada and Mexico, as well as foreign exchange
gains. Partially offsetting these increases at the product line level were lower
sales of powder laundry detergent and Nair, which were lower primarily due to
poor weather conditions during the peak depilatory season. Trojan condoms were
lower due to promotional timing and diagnostic kit sales were lower. In
addition, cleaner sales were affected by the Company's decision to recall, for
safety reasons, a single item from the Sno Bol(R) toilet bowl cleaner line.
Toothpaste and antiperspirant sales were lower due to a combination of
competitive activity and lower promotional spending than last year. Other
factors that impacted comparative product lines performance included a $0.7
million reversal of prior year promotion reserves due to a change in estimate;
last year's sales included a similar change in promotion estimate of $2.5
million. Futhermore, domestic sales were lower due to discontinuation of some
former USA Detergents cleaners and former Carter-Wallace pet care products
Combined Consumer Product net sales of the Company and its affiliate grew 1.4%
to $946.7 million for the nine month period. Major factors that impacted
comparative product lines performance included a $1.1 million reversal of prior
year promotion reserves due to a change in estimate; last year's sales included
a similar change in promotion estimate of $5.3 million. Futhermore, domestic
sales were also lower due to discontinuation of some former USA Detergents
cleaners and former Carter-Wallace pet care products. At the brand level, sales
of liquid laundry detergent were significantly higher and Deodorizer products
benefited from recent cat litter and carpet deodorizer product introductions.
International net sales increased primarily due to the continuation of strong
depilatory sales across all markets, stronger oral care sales in Europe, condom
sales in Canada and Mexico, higher export sales from the UK, as well as
favorable foreign exchange translation gains. Partially offsetting these
increases at the product line level were lower sales of powder laundry
detergent and Nair, which was lower due to poor weather conditions during the
peak depilatory season. In addition, cleaner sales were affected by the
Company's decision to recall, for safety reasons, a single item from the Sno
Bol(R) toilet bowl cleaner line.
Income from operations in the quarter increased $1.5 million or 3.6% to $43.2
million due to lower selling, general and administrative overhead costs
partially offset by an increase in marketing expenses. For the nine month
period, operating profit increased to $145.0 million or an increase of 24.0%
from $116.9 million last year. The reasons for the increase, besides the items
noted for the quarter, relate to the net effect of the litigation settlement and
the impairment of the former Carter-Wallace facility held for sale. The prior
year includes an $8.1 million charge for the remaining step-up of Armkel's
opening inventory values established as part of purchase accounting.
Specialty Products
Combined Specialty Products sales grew $.5 million or .9% in the current quarter
and $3.6 million or 2.1% for the nine month period due to higher specialty
chemicals sales in the current quarter and nine month period, partially offset
by lower sales of animal nutrition products for the nine months.
Operating profit decreased by $1.9 million to $5.7 million for the quarter and
$4.2 million to $18.5 million for the nine month period. This is a result of
higher manufacturing costs in certain animal nutrition and specialty chemical
products, particularly a palm oil derivative used in animal nutrition.
Liquidity and Capital Resources
- -------------------------------
The Company had outstanding total debt of $318.7 million, and cash of $76.7
million, for a net debt position of $242.0 million at September 26, 2003. This
compares to $292.1 million at December 31, 2002.
In the fourth quarter of 2001, the Company financed its investment in Armkel,
the acquisition of USA Detergents and the Anti-perspirant and Pet Care
businesses from Carter-Wallace with a $510 million credit facility consisting of
a $125 million five year term loan (Term Loan A), a $285 million six year term
loan (Term Loan B) and a $100 million revolving credit facility. The entire
amount of the term loans was drawn at closing and the revolving credit facility
remains fully un-drawn. Term Loan A paid interest at 200 basis points over LIBOR
and Term Loan B pays interest at 250 basis points over LIBOR, with interest
rates determined based on the ratio of total debt to EBITDA as defined in the
Company's loan agreement ("Adjusted EBITDA"). The Term Loan A was paid off in
full during the second quarter 2003. Adjusted EBITDA is a required component of
the financial covenants contained in the Company's primary credit facility and
management believes that the presentation of Adjusted EBITDA is useful to
investors as a financial indicator of the Company's ability to service its
indebtedness. Adjusted EBITDA may not be comparable to similarly titled measures
used by other entities and should not be considered as an alternative to cash
flows from operating
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS (Continued)
activities, which is determined in accordance with accounting principles
generally accepted in the United States. Financial covenants include a total
debt to Adjusted EBITDA leverage ratio and an interest coverage ratio, which if
not met, could result in an event of default and trigger the early termination
of the credit facility, if not remedied within a certain period of time.
Adjusted EBITDA was approximately $107 million for the nine months of 2003. The
leverage ratio at September 26, 2003 per the loan agreement was approximately
2.13 versus the agreement's maximum 3.25, and the interest coverage ratio was
approximately 6.98 versus the agreement's minimum of 4.25. This credit facility
is secured by a blanket lien on all of the Company's assets. The reconciliation
of Net Cash Provided by Operating Activities (the most directly comparable GAAP
financial measure) to the Company's key liquidity measure, Adjusted EBITDA, is
as follows (in millions):
Net Cash Provided by Operating Activities....................... $ 79.7
Interest Expense........................................... 14.7
Current Income Tax Provision............................... 20.0
Distributions from Affiliates.............................. 3.6
Decrease in Working Capital................................ (6.4)
Interest Income............................................ (.9)
Other...................................................... (3.7)
-------
Adjusted EBITDA (per loan agreement)............................ $ 107.0
=======
Net Cash Used in Investing Activities........................... $ (22.8)
=======
Net Cash Used in Financing Activities........................... $ (56.5)
=======
During 2003, cash flow from operating activities was $79.7 million. Major
factors contributing to the cash flow from operating activities included
operating earnings before non-cash charges for depreciation and amortization, a
decrease in working capital, partially offset by the net non-cash impact from
the equity in earnings of affiliates. Operating cash flow was used for additions
to property, plant and equipment and to make an additional payment related to
the Biovance acquisition. Operating cash together with proceeds from stock
options exercised were used to make both voluntary and mandatory debt repayments
and to pay cash dividends.
During the first quarter of 2003, the Company entered into a receivables
purchase agreement with an issuer of receivables-backed commercial paper in
order to refinance a portion, $60 million, of its primary credit facility. The
transaction resulted in a reclassification of long-term debt to short-term debt
in the Company's Consolidated Balance Sheet. Under this arrangement, the Company
sold, and will sell from time to time, throughout the 3 year term of the
agreement, its trade accounts receivable to a wholly-owned, consolidated,
special purpose finance subsidiary, Harrison Street Funding LLC, a Delaware
limited liability company ("Harrison"). Harrison in turn sold, and will sell on
an ongoing basis, to the commercial paper issuer an undivided interest in the
pool of accounts receivable. The receivables assets and the short-term
borrowings of Harrison are included in the consolidated financial statements of
the Company. The transactions were entered into to reduce certain expenses
associated with the credit facility in addition to lowering the Company's
financing costs by accessing the commercial paper market. The balance
outstanding under the agreement is $58 million at September 26, 2003.
In early August, the Company refinanced $100 million of its Term Loan bank debt
principally through the sale of $100 million principal amount of 5.25%
convertible senior debentures due on August 15, 2033 through a private placement
to qualified institutional buyers. The debentures rank equal in right of payment
with all of the Company's existing and future unsecured senior indebtedness. The
debentures are effectively subordinated in right of payment to all of the
Company's existing and future secured indebtedness to the extent of the value of
the assets securing that indebtedness and to all of the existing and future
indebtedness and other liabilities of the Company's subsidiaries. The Company
has the right to repurchase all or part of the debentures on or after August 15,
2008. Interest is paid semi-annually on August 15th and February 15th of each
year.
On each of August 15, 2010, August 15, 2013, August 15, 2018, August 15, 2023
and August 15, 2028, or in the event of a change in control, holders may require
the Company to repurchase all or any portion of the debentures at a purchase
price equal to 100% of the principal amount of the debentures, plus accrued and
unpaid interest to the date of repurchase. The Company must pay cash for any
debentures repurchased on August 15, 2010. However, the Company may choose to
pay cash, shares of its common stock, or a combination of cash or shares of its
common stock for any debentures repurchased on August 15, 2013, August 15, 2018,
August 15, 2023 or August 15, 2028 or following a change in control.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS (Continued)
Holders may convert their debentures into shares of the Company's common stock
prior to maturity at a conversion rate of 21.5054 shares of common stock per
each $1,000 principal amount of debentures, which is equivalent to an initial
conversion price of approximately $46.50 per share, subject to adjustment in
certain circumstances. The initial conversion price represents a 42.16% premium
over the closing price of the Company's common stock on August 5, 2003, which
was $32.71 per share. A holder may convert the debentures into the Company's
common stock under the following circumstances: the sale price of the Company's
common stock is more than 120% of the conversion price (the "20% conversion
price premium"); the trading price of a debenture falls below a specified
threshold; specified credit rating events with respect to the debentures occur;
the Company calls the debentures for redemption; or specified corporate
transactions occur.
Because of the inclusion of the restricted convertibility feature of the
debentures, the Company's diluted net income per common share calculation does
not give effect to the dilution from the conversion of the debentures until the
Company's share price exceeds the 20% conversion price premium or one of the
other events described above occurs.
The issuance of debentures is reflected on the Company's Statement of Cash Flow
opposite the captions of Issuance of long-term debt and Deferred financing
costs.
On October 20, 2003 the Company completed its previously announced purchase of
four oral care brands from Unilever in the United States and Canada. The
acquisition was funded by obtaining new Tranche B Term Loans through an
Amendment to the Company's Credit Agreement dated September 28, 2001 as well as
available cash. In connection with the Amendment, the Company, among other
things, was provided with new Tranche B Term Loans in the amount of $250
million, which were used to replace the existing Tranche B Term Loans of
approximately $150 million, and used the remaining $100 million in connection
with this transaction. The new Tranche B Loans, which have essentially the same
terms as the replaced loans, but with more favorable interest rate provisions,
shall be repayable in $0.6 million quarterly installments through September 2006
and thereafter in substantial quarterly installments until September 2007, when
the loan is fully paid. As a result of the refinancing, the Company will
write-off in the fourth quarter of 2003 the balance of the deferred financing
costs associated with the previous financing. The balance of the deferred
financing costs at September 26, 2003 was approximately $4.1 million.
Recent Accounting Pronouncements
- --------------------------------
In April 2003, the FASB issued SFAS No. 149", Amendment of Statement 133 on
Derivative Instruments and Hedging Activities." This Statement is effective for
contracts entered into or modified after June 30, 2003, with certain exceptions.
The Company adopted the provisions of the statement on its effective date and
does not anticipate a material impact to its consolidated financial statements.
On May 15, 2003, the FASB issued SFAS No. 150 "Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and Equity", which aims to
eliminate diversity in practice by requiring that the "freestanding" financial
instruments be reported as liabilities by their issuers. The provisions of SFAS
150, which also include a number of new disclosure requirements, are effective
for instruments entered into or modified after May 31, 2003 and for pre-existing
instruments as of the beginning of the first interim period that commences after
June 15, 2003. The Company adopted the provisions of the statement on its
effective date and does not anticipate a material impact to its consolidated
financial statements.
In January 2003, the FASB issued FIN No. 46, "Consolidation of Variable Interest
Entities." FIN No. 46 sets forth criteria to be used in determining whether an
investment in a variable interest entity (VIE) should be consolidated and is
based on the general premise that companies that control another entity through
interests other than voting interests should consolidate the controlled entity.
FIN No. 46 would require the immediate consolidation of specified VIEs created
after January 31, 2003. For specified VIEs created before February 1, 2003, FIN
No. 46 would require consolidation in interim or annual financial statements
issued for periods beginning after December 15, 2003. The Company is currently
evaluating the potential future impact of the new requirements on its financial
statements and disclosures. The Company has evaluated the impact of FIN 46 with
regard to the Armand Products Joint Venture and the Armakleen Company and has
determined neither qualifies as a VIE. The Company is still in process of
evaluating Armkel to determine if it should be considered a VIE and if so,
whether or not the Company is the primary beneficiary. Should it be determined
that the Company needs to consolidate Armkel, the Company's financial statements
as of September 26, 2003 would have been affected as follows: consolidated total
assets of the Company and Armkel would have been approximately $1.7 billion
(after eliminating both its investment in Armkel and intercompany receivables),
consolidated total liabilities (after creating minority interest and eliminating
intercompany liabilities) would have been approximately $1.2 billion, and both
net income and stockholders' equity would remain unchanged. Consolidated net
sales would be approximately $1.1 billion. Because the FASB is considering
amending certain provisions of FIN 46, the Company is unable to determine the
impact of any such amendment at this time.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
At current prices, the Company expects to incur over $10 million in energy and
other commodity-based cost increases for the year, for materials such as resin,
surfactants and palm oil. While these cost increases will slow down gross margin
growth, the Company still expects to achieve a gross margin improvement for the
year, through reductions in other raw and packaging materials costs, and
improved manufacturing and distribution efficiencies.
For additional information, refer to the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 2002.
ITEM 4. CONTROLS AND PROCEDURES
a. Evaluation of Disclosure Controls and Procedures
The Company's management, with the participation of the
Company's Chief Executive Officer and Chief Financial
Officer, evaluated the effectiveness the Company's
disclosure controls and procedures as of the end of the
period covered by this report. Based on that evaluation, the
Chief Executive Officer and Chief Financial Officer
concluded that our disclosure controls and procedures as of
the end of the period covered by this report are functioning
effectively to provide reasonable assurance that the
information required to be disclosed by the Company in
reports filed under the Securities Exchange Act of 1934 is
recorded, processed, summarized and reported within the time
periods specified in the SEC's rules and forms. A controls
system, no matter how well designed and operated, cannot
provide absolute assurance that the objectives of the
controls system are met, and no evaluation of controls can
provide absolute assurance that all control issues and
instances of fraud, if any, within a company have been
detected.
b. Change in Internal Control over Financial Reporting
No change in the Company's internal control over financial
reporting occurred during the Company's most recent fiscal
quarter that has materially affected, or is reasonably
likely to materially affect, the Company's internal control
over financial reporting.
Cautionary Note on Forward-Looking Statements
- ---------------------------------------------
This report contains forward-looking statements relating, among others, to
short- and long-term financial objectives, sales growth which includes the
recently acquired oral care products, gross margins, cash flow and cost
improvement programs. These statements represent the intentions, plans,
expectations and beliefs of Church & Dwight, and are subject to risks,
uncertainties and other factors, many of which are outside the Company's control
and could cause actual results to differ materially from such forward-looking
statements. The uncertainties include assumptions as to market growth and
consumer demand (including the effect of political and economic events on
consumer demand), raw material and energy prices, the financial condition of
major customers, and the Company's determination and ability to exercise its
option to acquire the remaining 50% interest in Armkel. With regard to the new
product introductions referred to in this report, there is particular
uncertainty relating to trade, competitive and consumer reactions. Other
factors, which could materially affect the results, include the outcome of
contingencies, including litigation, pending regulatory proceedings,
environmental remediation and the acquisition or divestiture of assets.
The Company undertakes no obligation to publicly update any forward-looking
statements, whether as a result of new information, future events or otherwise.
You are advised, however, to consult any further disclosures the Company makes
on related subjects in its filings with the U.S. Securities and Exchange
Commission.
PART II - Other Information
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a. Exhibits
4.1 Indenture dated August 11, 2003 between the Company and
The Bank of New York, as Trustee, including Form of 5.25%
Convertible Senior Debentures (incorporated by reference to
Exhibit 4.1 to the Company's Registration Statement on Form
S-3 (File No. 333-109048), filed with the Commission on
September 23, 2003).
4.2 Registration Rights Agreement dated as of August 11,
2003 between the Company and Goldman, Sachs & Co.
(incorporated by reference to Exhibit 4.3 to the Company's
Registration Statement on Form S-3 (File No. 333-109048),
filed with the Commission on September 23, 2003).
31.1 Certifications of the Chief Executive Officer of the
Company required by Rule 13a-14(a) under the Securities
Exchange Act of 1934.
31.2 Certifications of the Chief Financial Officer of the
Company required by Rule 13a-14(a) under the Securities
Exchange Act of 1934
32.1 Certifications of the Chief Executive Officer of the
Company required by Rule 13a-14(b) under the Securities
Exchange Act of 1934.
32.2 Certifications of the Chief Financial Officer of the
Company required by Rule 13a-14(b) under the Securities
Exchange Act of 1934.
b. Reports on Form 8-K
On August 4, 2003, a report on Form 8-K was furnished
providing information responsive to Item 12 relating to a
press release, relating to earnings for the quarter ended
June 27, 2003 issued by the Company.
On August 6, 2003, a report on Form 8-K was filed providing
information responsive to Items 5 and 7 in connection with
the offering and pricing of the Company's 5.25% Convertible
Senior Debentures, due August 15, 2003.
On September 19, 2003, a report on Form 8-K was filed
providing information responsive to Items 5 and 7 in
connection with a description of the common stock of the
Company and the current version of its By-laws, as amended
to date.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CHURCH & DWIGHT CO.,INC.
--------------------------------------
(REGISTRANT)
DATE: November 10, 2003 /s/ Zvi Eiref
------------------ --------------------------------------
ZVI EIREF
VICE PRESIDENT FINANCE
DATE: November 10, 2003 /s/ Gary P. Halker
------------------ --------------------------------------
GARY P. HALKER
VICE PRESIDENT FINANCE
AND TREASURER
INDEX TO EXHIBITS
Exhibit
Number Title
- ------ -----
4.1 Indenture dated August 11, 2003 between the Company and The Bank of New
York, as Trustee, including Form of 5.25% Convertible Senior Debentures
(incorporated by reference to Exhibit 4.1 to the Company's Registration
Statement on Form S-3 (File No. 333-109048), filed with the Commission
on September 23, 2003).
4.2 Registration Rights Agreement dated as of August 11, 2003 between the
Company and Goldman, Sachs & Co. (incorporated by reference to Exhibit
4.3 to the Company's Registration Statement on Form S-3 (File No.
333-109048), filed with the Commission on September 23, 2003).
31.1 Certifications of the Chief Executive Officer of the Company required by
Rule 13a-14(a) under the Securities Exchange Act of 1934.
31.2 Certifications of the Chief Financial Officer of the Company required by
Rule 13a-14(a) under the Securities Exchange Act of 1934
32.1 Certifications of the Chief Executive Officer of the Company required by
Rule 13a-14(b) under the Securities Exchange Act of 1934.
32.2 Certifications of the Chief Financial Officer of the Company required by
Rule 13a-14(b) under the Securities Exchange Act of 1934.