Back to GetFilings.com




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 July 2, 2004

 

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

of incorporation or organization)

 

(I.R.S. Employer

Identification No.)

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 August 6, 2004, there were 41,205,927 shares of Common Stock outstanding.

 



TABLE OF CONTENTS

 

ITEM


        PAGE

     PART I     

1.

  

Financial Statements

   3

2.

  

Management’s Discussion and Analysis

   23

3.

  

Quantitative and Qualitative Disclosure About Market Risk

   28

4.

  

Controls and Procedures

   28
     PART II     

6.

  

Exhibits and Reports on Form 8-K

   29

 

2


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

    Six Months Ended

 
(Dollars in thousands, except per share data)    July 2, 2004

    June 27, 2003

    July 2, 2004

    June 27, 2003

 

Net Sales

   $ 340,785     $ 256,263     $ 636,776     $ 504,561  

Cost of sales

     221,109       176,690       420,538       351,154  
    


 


 


 


Gross Profit

     119,676       79,573       216,238       153,407  

Marketing expense

     36,118       26,288       60,306       43,231  

Selling, general and administrative expenses

     42,130       28,236       76,044       56,346  
    


 


 


 


Income from Operations

     41,428       25,049       79,888       53,830  

Equity in earnings of affiliates

     2,792       12,528       12,616       20,680  

Investment earnings

     375       350       839       654  

Loss on early extinguishment of debt

     (7,995 )     —         (7,995 )     —    

Other income (expense), net

     (116 )     612       309       617  

Interest expense

     (7,019 )     (4,715 )     (11,550 )     (9,895 )
    


 


 


 


Income before taxes and minority interest

     29,465       33,824       74,107       65,886  

Income taxes

     9,885       9,192       24,615       20,299  

Minority interest

     7       6       13       15  
    


 


 


 


Net Income

     19,573       24,626       49,479       45,572  

Retained earnings at beginning of period

     462,315       385,162       435,677       367,211  
    


 


 


 


       481,888       409,788       485,156       412,783  

Dividends paid

     3,285       3,040       6,553       6,035  
    


 


 


 


Retained earnings at end of period

   $ 478,603     $ 406,748     $ 478,603     $ 406,748  
    


 


 


 


Weighted average shares outstanding - Basic

     41,064       40,132       40,973       40,039  
    


 


 


 


Weighted average shares outstanding - Diluted

     43,232       42,072       43,115       41,967  
    


 


 


 


Earnings Per Share:

                                

Net income per share - Basic

   $ 0.48     $ 0.61     $ 1.21     $ 1.14  
    


 


 


 


Net income per share - Diluted

   $ 0.45     $ 0.59     $ 1.15     $ 1.09  
    


 


 


 


Dividends Per Share

   $ 0.08     $ 0.075     $ 0.16     $ 0.15  
    


 


 


 


 

See Notes to Condensed Consolidated Financial Statements.

 

3


CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES

 

CONDENSED CONSOLIDATED BALANCE SHEETS

 

     July 2, 2004

    Dec. 31, 2003

 
(Dollars in thousands)    (Unaudited)        

Assets

                

Current Assets

                

Cash and cash equivalents

   $ 119,561     $ 75,634  

Accounts receivable, less allowances of $3,441 and $1,969

     206,093       107,553  

Inventories

     157,981       84,176  

Deferred income taxes

     12,779       14,109  

Note receivable – current

     1,015       942  

Net assets held for sale

     11,000       —    

Prepaid expenses

     10,085       6,808  
    


 


Total Current Assets

     518,514       289,222  
    


 


Property, Plant and Equipment (Net)

     327,293       258,010  

Note Receivable

     7,751       8,766  

Equity Investment in Affiliates

     13,663       152,575  

Long-term Supply Contracts

     5,274       5,668  

Tradenames and Other Intangibles

     373,754       119,374  

Goodwill

     561,898       259,444  

Other Assets

     46,630       26,558  
    


 


Total Assets

   $ 1,854,777     $ 1,119,617  
    


 


Liabilities and Stockholders’ Equity

                

Current Liabilities

                

Short-term borrowings

   $ 64,528     $ 62,337  

Accounts payable and accrued expenses

     241,935       148,958  

Current portion of long-term debt

     10,085       3,560  

Income taxes payable

     18,632       17,199  
    


 


Total current liabilities

     335,180       232,054  
    


 


Long-term Debt

     858,234       331,149  

Deferred Income Taxes

     79,188       61,000  
       68,317       40,723  

Postretirement and Postemployment Benefits

     18,418       15,900  

Minority Interest

     258       297  

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

     57,289       51,212  

Retained earnings

     478,603       435,677  

Accumulated other comprehensive (loss)

     (9,328 )     (13,962 )
    


 


       573,225       519,588  

Common stock in treasury, at cost:

                

5,525,582 shares in 2004 and 5,874,963 shares in 2003

     (78,043 )     (81,094 )
    


 


Total Stockholders’ Equity

     495,182       438,494  
    


 


Total Liabilities and Stockholders’ Equity

   $ 1,854,777     $ 1,119,617  
    


 


 

See Notes to Condensed Consolidated Financial Statements.

 

4


CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES

 

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW

 

(Unaudited)

 

     Six Months Ended

 
(Dollars in thousands)    July 2, 2004

   

June 27, 2003


 

Cash Flow From Operating Activities

                

Net Income

   $ 49,479     $ 45,572  

Adjustments to reconcile net income to net cash provided by operating activities:

                

Depreciation, depletion and amortization

     18,651       14,888  

Equity in earnings of affiliates

     (12,616 )     (20,680 )

Deferred income taxes

     9,609       5,845  

Plant Impairment charge

     1,573       —    

Net (gain) on sale of assets

     (346 )     —    

Net loss on early extinguishment of debt

     7,995       —    

Other

     354       1,073  

Change in assets and liabilities:

                

(Increase) in accounts receivable

     (2,154 )     (724 )

(Increase) in inventories

     (7,451 )     (2,490 )

Decrease in prepaid expenses

     271       2,537  

Increase (decrease) in accounts payable

     10,535       (11,846 )

Increase in income taxes payable

     654       7,152  

Increase in other liabilities

     1,645       2,201  
    


 


Net Cash Provided By Operating Activities

     78,199       43,528  
    


 


Cash Flow From Investing Activities

                

Additions to property, plant and equipment

     (13,621 )     (14,092 )

Contingent acquisition payments

     (4,455 )     (3,424 )

Armkel acquisition (net of cash acquired)

     (190,709 )     —    

Proceeds from note receivable

     942       870  

Distributions from affiliates

     2,719       2,255  

Other long-term assets

     (1,273 )     (370 )

Proceeds from sale of fixed assets

     916       —    
    


 


Net Cash Used In Investing Activities

     (205,481 )     (14,761 )
    


 


Cash Flow From Financing Activities

                

Long-term debt borrowing

     540,000       —    

Long-term debt (repayment)

     (367,107 )     (109,557 )

Short-term debt borrowing

     3,700       59,553  

Proceeds from stock options exercised

     4,760       5,232  

Payment of cash dividends

     (6,553 )     (6,035 )

Deferred financing costs

     (3,591 )     (251 )
    


 


Net Cash Provided by (Used In) Financing Activities

     171,209       (51,058 )
    


 


Net Change In Cash and Cash Equivalents

     43,927       (22,291 )

Cash And Cash Equivalents At Beginning Of Year

     75,634       76,302  
    


 


Cash And Cash Equivalents At End Of Period

   $ 119,561     $ 54,011  
    


 


Acquisitions in which liabilities were assumed are as follows:

                

Fair value of assets

   $ 897,945       —    

Cash paid and investment in and receivable from Armkel

     412,313       —    
    


 


Liabilities assumed

   $ 485,632     $ —    
    


 


 

See Notes to Condensed Consolidated Financial Statements.

 

5


CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

1. The consolidated balance sheet as of July 2, 2004, the consolidated statements of income and retained earnings for the three and six months ended July 2, 2004 and June 27, 2003 and the consolidated statements of cash flow for the three and six 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 July 2, 2004 and for all periods presented have been made. On May 28, 2004, the Company completed the previously announced purchase of the remaining 50% of Armkel, LLC (“Armkel”) that it did not previously own from affiliates of Kelso & Company (“Kelso interest”) for a purchase price of $253.7 million plus fees and Armkel was merged into the Company. Results of operations for the business are included in the Company’s consolidated financial statements from May 29, 2004.

 

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, 2003 annual report to shareholders. The results of operations for the period ended July 2, 2004 are not necessarily indicative of the operating results for the full year.

 

2. Inventories consist of the following:

 

(In thousands)    July 2, 2004

   Dec. 31, 2003

Raw materials and supplies

   $ 42,743    $ 26,205

Work in process

     10,507      204

Finished goods

     104,731      57,767
    

  

     $ 157,981    $ 84,176
    

  

 

3. Property, Plant and Equipment consist of the following:

 

(In thousands)    July 2, 2004

   Dec. 31, 2003

Land

   $ 13,118    $ 6,165

Buildings and improvements

     130,541      109,860

Machinery and equipment

     336,321      295,255

Office equipment and other assets

     27,766      27,753

Software

     12,471      12,459

Mineral rights

     544      571

Construction in progress

     22,933      9,574
    

  

       543,694      461,637

Less accumulated depreciation, depletion and amortization

     216,401      203,627
    

  

Net Property, Plant and Equipment

   $ 327,293    $ 258,010
    

  

 

In the second quarter of 2004 the Company recorded a plant impairment charge of $1.5 million as the value cannot be supported by cash flows.

 

6


CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

 

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

   Six Months Ended

(In thousands)    July 2, 2004

   June 27, 2003

   July 2, 2004

   June 27, 2003

Basic

   41,064    40,132    40,973    40,039

Dilutive effect of stock options

   2,168    1,940    2,142    1,928
    
  
  
  

Diluted

   43,232    42,072    43,115    41,967
    
  
  
  

Anti-dilutive stock options outstanding

   180    1,100    570    600
    
  
  
  

 

In August 2003, the Company issued $100 million of 5.25% convertible senior debentures that may be converted into shares of the Company’s common stock prior to maturity at an initial conversion price of approximately $46.50 per share, subject to adjustment in certain circumstances. Because of the inclusion of a restricted convertibility feature of the debentures, the Company’s diluted net income per common share does not give effect to the dilution from the conversion of the debentures until the Company’s share price exceeds 120% of the initial conversion price.

 

A proposed change in accounting rules for reporting contingently convertible debt (“Co-cos”) could have a dilutive effect on Earnings Per Share (EPS). The tentative consensus reached by the Financial Accounting Standards Board’s (FASB’s) Emerging Issues Task Force (EITF) at its July 1, 2004 meeting (“EITF Issue 04-8: The Effect of Contingently Convertible Debt on Diluted Earnings per Share”) would require Co-Cos to be treated for diluted EPS purposes as if converted from debt to equity, beginning with the date the contingently convertible debt instrument is initially issued, even if the triggering events (such as stock price) have not yet occurred. The effective date would be reporting periods ending on or after December 15, 2004, and prior period EPS amounts presented for comparative purposes would have to be restated.

 

5. Stock-Based Compensation

 

The Company accounts for costs of stock-based compensation in accordance with Accounting Principles Board Opinion No. 25 (“APB 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”. In connection with purchasing Kelso’s interest in Armkel, the Company issued cash and 65,000 options at a fair value of $34.31 per share to certain executives for the Equity Appreciation Rights Plan (“EAR Plan”). The unvested portion of the EAR Plan is being amortized over a two year vesting period and is recognized as expense. In the second quarter of 2004, $57,000 was recognized as expense.

 

During the second quarter of 2004, 570,000 stock options were granted at an average fair value of $15.43 per share.

 

The Company’s pro forma net income and pro forma net income per share for the second quarter of 2004 and 2003 are as follows:

 

     Three Months Ended

    Six Months Ended

 
(In thousands, except for per share data)    July 2, 2004

    June 27, 2003

    July 2, 2004

    June 27, 2003

 

Net Income

                                

As reported

   $ 19,573     $ 24,626     $ 49,479     $ 45,572  

Add: Stock-based employee compensation expense included in reported net income, net of related tax effects

     57       —         57       —    

Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards, net of related tax effects

     (1,072 )     (878 )     (2,109 )     (1,819 )
    


 


 


 


Pro forma

   $ 18,558     $ 23,748     $ 47,427     $ 43,753  
    


 


 


 


Net Income per Share: basic

                                

As reported

   $ 0.48     $ 0.61     $ 1.21     $ 1.14  

Pro forma

   $ 0.45     $ 0.59     $ 1.15     $ 1.08  

Net Income per Share: diluted

                                

As reported

   $ 0.45     $ 0.59     $ 1.15     $ 1.09  

Pro forma

   $ 0.43     $ 0.56     $ 1.09     $ 1.03  

 

7


CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

 

6. Segment Information

 

As a result of purchasing the Kelso interest, the Company has redefined its operating segments. These segments are based on differences in the nature of products and organizational and ownership structures. Specifically, the Company has identified the following segments: Domestic Consumer, International Consumer, and Specialty Products Division (“SPD”).

 

Segment revenues are derived from the sale of the following products:

 

Segment

 

Products

Domestic Consumer

 

Deodorizing and cleaning, laundry, and personal care products

International Consumer

 

Primarily personal care products

SPD

 

Specialty chemical products

 

The domestic results of the acquired Armkel business since May 29, 2004 are included in the Domestic Consumer segment and its international subsidiaries (in addition to the Company’s existing Consumer International Subsidiary) comprise the International Consumer segment. There has been no change to the SPD segment. The earnings in equity of affiliates of Armkel’s domestic and international results are included in the Consumer Domestic and Consumer International segments, respectively. The earnings in equity of affiliates of Armand Products and the Armakleen Company are included in the SPD segment. Prior to purchasing Kelso’s interest in Armkel, the Company’s segments were: Church & Dwight Consumer, Armkel, Church & Dwight SPD, and Other Equity Affiliates. All prior periods have been conformed to the new segment presentation.

 

Segment sales and income before taxes and minority interest for the second quarter and six month periods of 2004 and 2003 and total segment assets as of July 2, 2004 and December 31, 2003 are as follows:

 

(in thousands)    Consumer
Domestic


   Consumer
Internat’l


   SPD

   Unallocated

   Total

Net Sales

                                  

Second Quarter 2004

   $ 258,867    $ 28,854    $ 53,064      —      $ 340,785

Second Quarter 2003

     200,246      9,246      46,771      —        256,263

2004 Year to Date

     494,922      37,881      103,973      —        636,776

2003 Year to Date

     396,618      17,150      90,793      —        504,561

Income Before Taxes and Minority Interest (1)

                                  

Second Quarter 2004

     20,635      3,841      4,989      —        29,465

Second Quarter 2003

     25,582      2,560      5,682      —        33,824

2004 Year to Date

     54,183      8,774      11,150      —        74,107

2003 Year to Date

     50,104      6,277      9,505      —        65,886

Total Assets

                                  

July 2, 2004

   $ 1,353,085    $ 272,067    $ 182,548    $ 47,077    $ 1,854,777

December 31, 2003

   $ 841,036    $ 50,868    $ 181,496    $ 46,217    $ 1,119,617

 

(1) In determining Income Before Taxes and Minority Interest, Interest Expense, Interest Income, Loss on Early Extinguishment of Debt and Other Income (expense) were allocated to the segments based upon each segments’ relative Operating Profit.

 

The Company’s total assets changed significantly since December 31, 2003 as a result of the consolidation of the assets associated with the former Armkel business.

 

8


CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

 

The following table shows product line revenues from external customers for the three and six months ended July 2, 2004 and June 27, 2003:

 

     Three Months Ended

   Six Months Ended

(In thousands)    July 2, 2004

   June 27, 2003

   July 2, 2004

   June 27, 2003

Deodorizing Products

   $ 64,603    $ 61,162    $ 125,665    $ 114,326

Laundry Products

     103,756      98,192      209,265      198,807

Personal Care Products

     90,508      40,892      159,992      83,485
    

  

  

  

Total Consumer Domestic

     258,867      200,246      494,922      396,618

Total Consumer International

     28,854      9,246      37,881      17,150

Total SPD

     53,064      46,771      103,973      90,793
    

  

  

  

Total Consolidated Net Sales

   $ 340,785    $ 256,263    $ 636,776    $ 504,561
    

  

  

  

 

7. Supplemental Financial Information of Guarantor and Non-Guarantor Operations

 

The 9 1/2% senior subordinated notes due 2009 assumed by the Company as a result of Armkel’s merger into the Company are fully and unconditionally guaranteed by the parent company and certain domestic subsidiaries of the Company on a joint and several basis.

 

9


CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

 

Supplemental information for condensed consolidated balance sheets at July 2, 2004 and December 31, 2003, condensed consolidated income statements for the three and six months ended July 2, 2004 and June 27, 2003, and condensed consolidated cash flows for the six-month periods ended July 2, 2004 and June 27, 2003 is summarized as follows (amounts in thousands):

 

Statements of Income

 

    

For The Three Months Ended

July 2, 2004


 
     Guarantor

   

Non-

Guarantor


    Eliminations

   

Total

Consolidated


 

Net sales

   $ 305,153     $ 41,479     $ (5,847 )   $ 340,785  

Cost of goods sold

     200,960       25,996       (5,847 )     221,109  
    


 


 


 


Gross profit

     104,193       15,483       —         119,676  

Operating expenses

     67,543       10,705       —         78,248  
    


 


 


 


Income from operations

     36,650       4,778       —         41,428  

Equity in earning of affiliates

     2,792       —         —         2,792  

Investment earnings

     238       137       —         375  

Intercompany income (expense)

     (170 )     170       —         —    

Other income (expense)

     (7,745 )     (366 )     —         (8,111 )

Interest expense

     (6,559 )     (460 )     —         (7,019 )
    


 


 


 


Income before taxes

     25,206       4,259       —         29,465  

Income taxes

     8,564       1,321       —         9,885  

Minority interest

     7       —         —         7  
    


 


 


 


Net Income

   $ 16,635     $ 2,938     $ —       $ 19,573  
    


 


 


 


Statements of Income

 

  

For The Three Months Ended

June 27, 2003


 
     Guarantor

   

Non-

Guarantor


    Eliminations

   

Total

Consolidated


 

Net sales

   $ 242,298     $ 19,019     $ (5,054 )   $  256,263  

Cost of goods sold

     166,855       14,889       (5,054 )     176,690  
    


 


 


 


Gross profit

     75,443       4,130       —         79,573  

Operating expenses

     51,698       2,826       —         54,524  
    


 


 


 


Income from operations

     23,745       1,304       —         25,049  

Equity in earning of affiliates

     12,528       —         —         12,528  

Investment earnings

     325       25       —         350  

Intercompany income (expense)

     (1,648 )     1,648       —         —    

Other income (expense)

     335       277       —         612  

Interest expense

     (4,096 )     (619 )     —         (4,715 )
    


 


 


 


Income before taxes

     31,189       2,635       —         33,824  

Income taxes

     8,538       654       —         9,192  

Minority interest

     6       —         —         6  
    


 


 


 


Net Income

   $ 22,645     $ 1,981     $ —       $ 24,626  
    


 


 


 


 

10


CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

 

Statements of Income

 

    

For The Six Months Ended

July 2, 2004


 
     Guarantor

   

Non-

Guarantor


    Eliminations

    Total
Consolidated


 

Net sales

   $ 583,715     $ 63,692     $ (10,631 )   $ 636,776  

Cost of goods sold

     388,483       42,686       (10,631 )     420,538  
    


 


 


 


Gross profit

     195,232       21,006       —         216,238  

Operating expenses

     122,935       13,415       —         136,350  
    


 


 


 


Income from operations

     72,297       7,591       —         79,888  

Equity in earning of affiliates

     12,616       —         —         12,616  

Investment earnings

     674       165       —         839  

Intercompany income (expense)

     (795 )     795       —         —    

Other income (expense)

     (7,644 )     (42 )     —         (7,686 )

Interest expense

     (10,517 )     (1,033 )     —         (11,550 )
    


 


 


 


Income before taxes

     66,631       7,476       —         74,107  

Income taxes

     22,377       2,238       —         24,615  

Minority interest

     13       —         —         13  
    


 


 


 


Net Income

   $ 44,241     $ 5,238     $ —       $ 49,479  
    


 


 


 


Statements of Income

 

  

For The Six Months Ended

June 27, 2003


 
     Guarantor

   

Non-

Guarantor


    Eliminations

    Total
Consolidated


 

Net sales

   $ 475,167     $ 38,574     $ (9,180 )   $ 504,561  

Cost of goods sold

     329,722       30,612       (9,180 )     351,154  
    


 


 


 


Gross profit

     145,445       7,962       —         153,407  

Operating expenses

     94,549       5,028       —         99,577  
    


 


 


 


Income from operations

     50,896       2,934       —         53,830  

Equity in earning of affiliates

     20,680       —         —         20,680  

Investment earnings

     636       18       —         654  

Intercompany income (expense)

     (1,648 )     1,648       —         —    

Other income (expense)

     191       426       —         617  

Interest expense

     (8,771 )     (1,124 )     —         (9,895 )
    


 


 


 


Income before taxes

     61,984       3,902       —         65,886  

Income taxes

     19,182       1,117       —         20,299  

Minority interest

     15       —         —         15  
    


 


 


 


Net Income

   $ 42,787     $ 2,785     $ —       $ 45,572  
    


 


 


 


 

11


CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

 

Consolidated Balance Sheet

 

     July 2, 2004

 
     Guarantor

   

Non-

Guarantor


    Eliminations

    Total
Consolidated


 

Current Assets

                                

Cash and cash equivalents

   $ 62,089     $ 57,472     $ —       $ 119,561  

Accounts receivable, (net of allowances)

     6,124       199,969       —         206,093  

Inventories

     115,574       42,407       —         157,981  

Deferred income taxes

     12,727       52       —         12,779  

Note receivable – current

     1,015       —         —         1,015  

Net assets held for sale

     11,000       —         —         11,000  

Prepaid expenses

     4,384       5,701       —         10,085  
    


 


 


 


Total Current Assets

     212,913       305,601       —         518,514  
    


 


 


 


Property, Plant and Equipment (Net)

     276,548       50,745       —         327,293  

Notes Receivable

     95,351       —         (87,600 )     7,751  

Equity Investment in Affiliates

     102,584       —         (88,921 )     13,663  

Long-term Supply Contracts

     5,274       —         —         5,274  

Tradenames and Other Intangibles

     338,618       35,136       —         373,754  

Goodwill

     514,542       47,356       —         561,898  

Other assets

     41,565       5,065       —         46,630  
    


 


 


 


Total assets

   $ 1,587,395     $ 443,903     $ (176,521 )   $ 1,854,777  
    


 


 


 


Liabilities and Stockholders’ Equity

                                

Current Liabilities

                                

Short-term borrowings

   $ —       $ 64,528     $ —       $ 64,528  

Accounts payable and accrued expenses

     169,657       72,278       —         241,935  

Intercompany accounts

     (56,491 )     56,491       —         —    

Current portion of long-term debt

     10,085       —         —         10,085  

Income taxes payable

     11,027       7,605       —         18,632  
    


 


 


 


Total current liabilities

     134,278       200,902       —         335,180  
    


 


 


 


Long-term debt

     857,218       1,016       —         858,234  

Notes payable

     —         87,600       (87,600 )     —    

Deferred income taxes

     71,793       7,395       —         79,188  

Deferred and Other Long-term Liabilities

     56,154       12,163       —         68,317  

Postretirement and Postemployment Benefits

     16,770       1,648       —         18,418  

Minority Interest

     —         258       —         258  

Commitments and Contingencies

     —         —         —         —    

Stockholders’ Equity

                                

Common Stock

     46,661       66,761       (66,761 )     46,661  

Additional paid-in capital

     57,289       17,761       (17,761 )     57,289  

Retained earnings

     428,816       51,280       (1,493 )     478,603  

Accumulated other comprehensive (loss)

     (3,541 )     (2,881 )     (2,906 )     (9,328 )
    


 


 


 


       529,225       132,921       (88,921 )     573,225  

Common stock in treasury, at cost

     (78,043 )     —         —         (78,043 )
    


 


 


 


Total Stockholders’ Equity

     451,182       132,921       (88,921 )     495,182  
    


 


 


 


Total Liabilities and Stockholders’ Equity

   $ 1,587,395     $ 443,903     $ (176,521 )   $ 1,854,777  
    


 


 


 


 

12


CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

 

Consolidated Balance Sheet

 

     December 31, 2003

 
     Guarantor

   

Non-

Guarantor


    Eliminations

    Total
Consolidated


 

Current Assets

                                

Cash and cash equivalents

   $ 68,975     $ 6,659     $ —       $ 75,634  

Accounts receivable, (net of allowances)

     30,501       77,052       —         107,553  

Inventories

     75,111       9,065       —         84,176  

Deferred income taxes

     14,054       55       —         14,109  

Note receivable – current

     942       —         —         942  

Prepaid expenses

     6,115       693       —         6,808  
    


 


 


 


Total Current Assets

     195,698       93,524       —         289,222  
    


 


 


 


Property, Plant and Equipment (Net)

     236,520       21,490       —         258,010  

Notes Receivable

     8,766       —         —         8,766  

Equity Investment in Affiliates

     189,435       —         (36,860 )     152,575  

Long-term Supply Contracts

     5,668       —         —         5,668  

Tradenames and Other Intangibles

     117,550       1,824       —         119,374  

Goodwill

     247,702       11,742       —         259,444  

Other assets

     24,870       1,688       —         26,558  
    


 


 


 


Total assets

   $ 1,026,209     $ 130,268     $ (36,860 )   $ 1,119,617  
    


 


 


 


Liabilities and Stockholders’ Equity

                                

Current Liabilities

                                

Short-term borrowings

   $ —       $ 62,337     $ —       $ 62,337  

Accounts payable and accrued expenses

     137,751       11,207       —         148,958  

Intercompany accounts

     (14,214 )     14,214       —         —    

Current portion of long-term debt

     3,560       —         —         3,560  

Income taxes payable

     15,470       1,729       —         17,199  
    


 


 


 


Total current liabilities

     142,567       89,487       —         232,054  
    


 


 


 


Long-term debt

     329,830       1,319       —         331,149  

Deferred income taxes

     60,447       553       —         61,000  

Deferred and Other Long-term Liabilities

     40,056       667       —         40,723  

Postretirement and Postemployment Benefits

     15,900       —         —         15,900  

Minority Interest

     —         297       —         297  

Commitments and Contingencies

     —         —         —         —    

Stockholders’ Equity

                                

Common Stock

     46,661       14,701       (14,701 )     46,661  

Additional paid-in capital

     51,212       17,761       (17,761 )     51,212  

Retained earnings

     426,439       10,730       (1,492 )     435,677  

Accumulated other comprehensive (loss)

     (5,809 )     (5,247 )     (2,906 )     (13,962 )
    


 


 


 


       518,503       37,945       (36,860 )     519,588  

Common stock in treasury, at cost

     (81,094 )     —         —         (81,094 )
    


 


 


 


Total Stockholders’ Equity

     437,409       37,945       (36,860 )     438,494  
    


 


 


 


Total Liabilities and Stockholders’ Equity

   $ 1,026,209     $ 130,268     $ (36,860 )   $ 1,119,617  
    


 


 


 


 

13


CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

 

Statements of Cash Flows

 

    

For The Six Months Ended

July 2, 2004


 
     Guarantor

   

Non-

Guarantor


    Total
Consolidated


 

Cash Flow From Operating Activities:

                        

Net Income

   $ 44,241     $ 5,238     $ 49,479  

Adjustments to reconcile net income to net cash provided by operating activities:

                        

Depreciation, depletion and amortization

     17,871       780       18,651  

Equity in earnings of affiliates

     (12,616 )     —         (12,616 )

Deferred income taxes

     9,381       228       9,609  

Plant Impairment charge

     2,069       (496 )     1,573  

Net (gain) on sale of assets

     (346 )     —         (346 )

Net loss on early extinguishment of debt

     7,995       —         7,995  

Other

     9       345       354  

Change in assets and liabilities:

                        

(Increase) in accounts receivable

     46,921       (49,075 )     (2,154 )

(Increase) in inventories

     (5,847 )     (1,604 )     (7,451 )

Decrease in prepaid expenses

     589       (318 )     271  

Increase (decrease) in accounts payable

     (1,683 )     12,218       10,535  

Increase in income taxes payable

     (912 )     1,566       654  

Increase in other liabilities

     (849 )     2,494       1,645  
    


 


 


Net Cash Provided by Operating Activities

     106,823       (28,624 )     78,199  
    


 


 


Cash Flow From Investing Activities:

                        

Additions to property, plant & equipment

     (12,390 )     (1,231 )     (13,621 )

Contingent acquisition payments

     (4,455 )     —         (4,455 )

Armkel acquisition (net of cash acquired)

     (190,709 )     —         (190,709 )

Proceeds from note receivable

     942       —         942  

Distributions from affiliates

     2,719       —         2,719  

Other long-term assets

     (1,273 )     —         (1,273 )

Proceeds from sale of fixed assets

     —         916       916  
    


 


 


Net Cash Used in Investing Activities

     (205,166 )     (315 )     (205,481 )
    


 


 


Cash Flow from Financing Activities:

                        

Long-term debt borrowing

     540,000       —         540,000  

Long-term debt (repayment)

     (366,861 )     (246 )     (367,107 )

Short-term debt borrowing

     —         3,700       3,700  

Intercompany debt transactions

     (76,298 )     76,298       —    

Proceeds from stock options exercised

     4,760       —         4,760  

Payment of cash dividends

     (6,553 )     —         (6,553 )

Deferred financing costs

     (3,591 )     —         (3,591 )
    


 


 


Net Cash Provided by (Used in) Financing Activities

     91,457       79,752       171,209  
    


 


 


Net Change In Cash & Cash Equivalents

     (6,886 )     50,813       43,927  

Cash And Cash Equivalents At Beginning of Year

     68,975       6,659       75,634  
    


 


 


Cash And Cash Equivalents At End of Period

   $ 62,089     $ 57,472     $ 119,561  
    


 


 


 

14


CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

 

Statements of Cash Flows

 

    

For The Six Months Ended

June 27, 2003


 
     Guarantor

   

Non-

Guarantor


    Total
Consolidated


 

Cash Flow From Operating Activities:

                        

Net Income

   $ 42,787     $ 2,785     $ 45,572  

Adjustments to reconcile net income to net cash provided by operating activities:

                        

Depreciation, depletion and amortization

     14,165       723       14,888  

Equity in earnings of affiliates

     (20,680 )     —         (20,680 )

Deferred income taxes

     5,845       —         5,845  

Plant Impairment charge

     —         —         —    

Net (gain) on sale of assets

     —         —         —    

Net loss on early extinguishment of debt

     —         —         —    

Other

     20       1,053       1,073  

Change in assets and liabilities:

                        

(Increase) in accounts receivable

     108,318       (109,042 )     (724 )

(Increase) in inventories

     (3,330 )     840       (2,490 )

Decrease in prepaid expenses

     2,996       (459 )     2,537  

Increase (decrease) in accounts payable

     (12,833 )     987       (11,846 )

Increase in income taxes payable

     7,152       —         7,152  

Increase in intercompany and other liabilities

     (48,217 )     50,418       2,201  
    


 


 


Net Cash Provided by Operating Activities

     96,223       (52,695 )     43,528  
    


 


 


Cash Flow From Investing Activities:

                        

Additions to property, plant & equipment

     (12,629 )     (1,463 )     (14,092 )

Contingent acquisition payments

     (3,424 )     —         (3,424 )

Proceeds from note receivable

     870       —         870  

Distributions from affiliates

     2,255       —         2,255  

Other long-term assets

     (370 )     —         (370 )
    


 


 


Net Cash Used in Investing Activities

     (13,298 )     (1,463 )     (14,761 )
    


 


 


Cash Flow from Financing Activities:

                        

Long-term debt (repayment)

     (109,557 )     —         (109,557 )

Short-term debt borrowing

     —         59,553       59,553  

Proceeds from stock options exercised

     5,232       —         5,232  

Payment of cash dividends

     (6,035 )     —         (6,035 )

Deferred financing costs

     (251 )     —         (251 )
    


 


 


Net Cash Provided by (Used in) Financing Activities

     (110,611 )     59,553       (51,058 )
    


 


 


Net Change In Cash & Cash Equivalents

     (27,686 )     5,395       (22,291 )

Cash And Cash Equivalents At Beginning of Year

     71,744       4,558       76,302  
    


 


 


Cash And Cash Equivalents At End of Period

   $ 44,058     $ 9,953     $ 54,011  
    


 


 


 

15


CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

 

8. Armkel, LLC

 

On May 28, 2004, the Company completed the previously announced purchase of the remaining 50% of Armkel that it did not previously own from affiliates of Kelso for a purchase price of $253.7 million plus fees.

 

The Armkel acquisition was funded using available cash and by obtaining new Tranche A and B Term Loans through an amendment to the Company’s existing credit agreement. In connection with the amendment, the Company, among other things, was provided with a new Tranche A Term Loan in the amount of $100 million, and a new Tranche B Term Loan in the amount of $440 million, which were used to replace the existing Tranche B Term Loan of approximately $194 million, to replace Armkel’s Tranche A and B Term Loans of approximately $136 million and to provide $210 million to fund a portion of the purchase price for the transaction. The new Tranche B Term Loans have essentially the same terms as the replaced loans, but with more favorable interest rate provisions. Results of operations for the business are included in the Company’s consolidated financial statements from May 29, 2004.

 

Pro forma comparative net sales, net income and basic and diluted earnings per share for the three and six months ended July 2, 2004 are as follows:

 

    

Three Months Ended

July 2, 2004


  

Six Months Ended

July 2, 2004


(Dollars in thousands, except per share data)    Reported

   Pro forma

   Reported

   Pro forma

Net Sales

   $ 340,785    $ 419,394    $ 636,776    $ 828,801

Net Income

     19,573      22,321      49,479      52,593

Earnings Per Share Basic

   $ 0.48    $ 0.54    $ 1.21    $ 1.28

Earnings Per Share Diluted

   $ 0.45    $ 0.52    $ 1.15    $ 1.22

 

The pro forma information gives effect to the Company’s purchase of Kelso’s interest in Armkel as if it occurred at January 1, 2004. Pro forma adjustments include the elimination of intercompany sales, inventory step-up charge, equity appreciation rights, additional interest expense and the related income tax impact.

 

Pro forma results of operations for the three months ended April 2, 2004, the year ended December 31, 2003 and the balance sheet as of April 2, 2004 were filed by the Company on Form 8-K on June 28, 2004.

 

The following table summarizes the preliminary purchase price allocation relating to purchasing Kelso’s 50% interest in Armkel. An independent appraisal is currently in process:

 

(In thousands)     

Current Assets

   $ 244,682

Property, plant and equipment

     74,997

Tradenames and patents

     250,000

Goodwill

     307,042

Other long-term assets

     21,224
    

Total Assets acquired

     897,945

Current liabilities

     88,560

Long-term debt

     359,522

Other long-term liabilities

     37,550
    

Net assets acquired

   $ 412,313
    

 

The following table summarizes financial information for Armkel. The Company accounted for its 50% interest under the equity method until May 28, 2004.

 

16


CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

 

(In thousands)    Two Months Ended
May 28, 2004


   Three Months Ended
June 27, 2003


   Five Months Ended
May 28, 2004


   Six Months Ended
June 27, 2003


Income statement data:

                           

Net sales

   $ 78,994    $ 113,477    $ 192,767    $ 213,130

Gross profit

     44,230      64,526      109,915      123,011

Net income

     3,391      22,520      21,554      37,740

Equity in affiliate’s income recorded by the Company

     1,695      11,260      10,777      18,870

 

The Company invoiced Armkel $10.2 million and $14.0 million for primarily administrative and management oversight services (which is included as a reduction of selling, general and administrative expenses), and purchased $0.8 million and $1.4 million of deodorant anti-perspirant inventory produced by Armkel in the first half of 2004 and 2003, respectively. The Company sold Armkel $0.7 million and $1.3 million of Arm & Hammer products to be sold in international markets in the first half of 2004 and 2003, respectively. The Company had a net open receivable from Armkel at December 31, 2003 of approximately $6.7 million that primarily related to administrative services, partially offset by amounts owed for inventory.

 

9. Short-term borrowings and Long-Term Debt

 

Short-term borrowings and long-term debt consist of the following:

 

(In thousands)         July 2,
2004


    Dec. 31,
2003


Syndicated Financing Loan due September 30, 2007

                  $ 230,000

Syndicated Financing Loan due September 30, 2006

          $ 100,000        

Amount due 2004

   $ 2,500               

Amount due 2005

   $ 7,500               

Amount due 2006

   $ 17,500               

Amount due 2007

   $ 25,000               

Amount due 2008 & subsequent

   $ 47,500               

Syndicated Financing Loan due September 30, 2007

            440,000        

Amount due 2004

   $ 2,200               

Amount due 2005

   $ 4,400               

Amount due 2006

   $ 4,400               

Amount due 2007

   $ 4,400               

Amount due 2008 & subsequent

   $ 424,600               

Convertible Debentures due on August 15, 2033

            100,000       100,000

Securitization of Accounts Receivable due on January 15, 2005

            60,000       56,300

Senior Subordinated Note (9 1/2%) due August 15, 2009

            225,000        

Discount on Senior Subordinated Note

            (1,087 )      

Various Debt from Brazilian Banks

            5,544       7,356

$4,225 in 2004, $557 in 2005, $557 in 2006 and $205 due in 2007

                     

Industrial Revenue Refunding Bond

            3,390       3,390

Due in installments of $685 from 2004-2007 and $650 in 2008

                     
           


 

Total debt

            932,847       397,046
           


 

Less: current maturities

            74,613       65,897
           


 

Net long-term debt

          $ 858,234     $ 331,149
           


 

 

The principal payments required to be made are as follows:

 

(In thousands)     

2004

   $ 9,520

2005

     72,957

2006

     22,939

2007

     30,067

2008 and subsequent

     797,364
    

     $ 932,847
    

 

17


CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

 

The Company entered into an amended and restated credit agreement (the “Credit Agreement”) with several banks and other financial institutions, The Bank of Nova Scotia, Fleet National Bank and National City Bank, each as a documentation agent, Citicorp North America, Inc., as syndication agent, and J.P. Morgan Chase Bank, as administrative agent. The Credit Agreement provides for (i) a five year term loan in a principal amount of $100 million (the “Term A Loan”), (ii) a seven year term loan a principal amount of $440 million, which term loan may be increased by up to an additional $250 million upon the satisfaction of certain conditions (the “Term B Loan,” and together with the Term A Loan, the “Term Loans”), and (iii) a five year multi-currency revolving credit and letter of credit facility in an aggregate principal amount of up to $100 million (the “Revolving Loans”). The Term Loans were used to finance the acquisition of the remaining 50% interest in Armkel not previously owned by Church & Dwight, pay amounts outstanding under Armkel’s principal credit facility of approximately $136 million and refinance Church & Dwight’s principal credit facility of approximately $194 million. The Revolving Loans, which are currently undrawn, are available for general corporate purposes. The obligations of Church & Dwight under the Credit Agreement are secured by substantially all of the assets of Church & Dwight and certain of its domestic subsidiaries. Those domestic subsidiaries have also guaranteed the loan obligations under the Credit Agreement. The Term Loans and the Revolving Loans bear interest under one of two rate options, selected by Church & Dwight, equal to either (i) a eurocurrency rate (adjusted for any reserve requirements) (“Eurocurrency Rate”) or (ii) the greater of the prime rate, the secondary market rate for three-month certificates of deposit (adjusted for any reserve requirements) plus 1%, or the federal funds effective rate plus 0.5% (“Alternate Base Rate”), plus (b) an applicable margin. The applicable margin is determined by Church & Dwight’s then current leverage ratio. At the closing date of the Credit Agreement, the applicable margin was (a) 1.75% for the Eurocurrency Rate and (b) 0.75% for the Alternate Base Rate.

 

As a result of the purchase of the Kelso interest in Armkel, LLC, the Company assumed $225 million of 9.5% subordinated notes (“Notes”) that were issued on August 28, 2001 at a discount and are due in 2009, with interest paid semi-annually on 2/15 and 8/15. The effective yield on the Notes is approximately 9.62%. The terms of the Notes provide for an optional prepayment of principal at a premium. The issue discount is being amortized using the effective interest method. The Notes are guaranteed by the parent company and certain of the Company’s domestic subsidiaries. The Notes contain various financial and non-financial covenants.

 

During July 2004, as a result of purchasing Kelso’s interest in Armkel, the Company amended its Accounts Receivable Securitization Agreement to increase the capacity that can be borrowed from $60 million to $100 million. The increase in borrowing was used to make a voluntary bank debt payment on August 4, 2004.

 

10. Goodwill, Tradenames and Other Intangible Assets

 

The following table discloses the carrying value of all intangible assets:

 

(In thousands)    July 2, 2004

   December 31, 2003

     Gross
Carrying
Amount


   Accum.
Amort.


    Net

   Gross
Carrying
Amount


   Accum.
Amort.


    Net

Amortized intangible assets:

                                           

Tradenames

   $ 77,257    $ (10,356 )   $ 66,901    $ 69,645    $ (7,839 )   $ 61,806

Formulas

     21,781      (2,087 )     19,694      6,281      (1,430 )     4,851

Non Compete Agreement

     1,143      (291 )     852      1,143      (233 )     910
    

  


 

  

  


 

Total

   $ 100,181    $ (12,734 )   $ 87,447    $ 77,069    $ (9,502 )   $ 67,567
    

  


 

  

  


 

Unamortized intangible assets - Carrying value

                                           

Tradenames

   $ 286,307                   $ 51,807               
    

                 

              

Total

   $ 286,307                   $ 51,807               
    

                 

              

 

The changes in tradenames as compared to the values at December 31, 2003 are primarily due to the inclusion of tradenames owned by Armkel and the final valuation adjustments associated with the Unilever brands acquired in 2003.

 

The Armkel tradenames are currently valued at their book value as of May 28, 2004. An appraisal is currently in process.

 

18


CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

 

The changes in the carrying amount of goodwill for the six months ended July 2, 2004 are as follows:

 

(In thousands)    Consumer

    Specialty

   Total

 

Balance December 31, 2003

   $ 236,851     $ 22,593    $ 259,444  

Tradename and fixed asset valuation adjustments

     (4,600 )     —        (4,600 )

Book value of Armkel’s goodwill on day of acquisiton

     205,156       —        205,156  

Additional goodwill associated with Armkel purchase

     101,886       —        101,886  

Other

     12       —        12  
    


 

  


Balance July 2, 2004

   $ 539,305     $ 22,593    $ 561,898  
    


 

  


 

Intangible amortization expense amounted to $3.2 million for the six months of 2004 and $1.4 million for the same period of 2003. The estimated intangible amortization for each of the next five years is as follows (in millions):

 

2005

  2006

  2007

  2008

  2009

$10.2   $10.2   $7.3   $5.7   $5.7

 

11. Comprehensive Income

 

The following table presents the Company’s Comprehensive Income for the three and six months ended July 2, 2004 and June 27, 2003:

 

     Three Months Ended

    Six Months Ended

 
(In thousands)    July 2, 2004

   June 27, 2003

    July 2, 2004

   June 27, 2003

 

Net Income

   $ 19,573    $ 24,626     $ 49,479    $ 45,572  

Other Comprehensive Income, net of tax:

                              

Foreign exchange translation adjustments

     2,036      3,502       2,197      4,374  

Interest rate swap agreements

     —        458       143      561  

Company’s portion of Armkel’s Accumulated Other Comprehensive Income (Loss)

     783      (219 )     2,294      (1,867 )
    

  


 

  


Comprehensive Income

   $ 22,392    $ 28,367     $ 54,113    $ 48,640  
    

  


 

  


 

12. Investment in Del Labs Inc.

 

On July 2, 2004, the Company announced that it has agreed to invest $30 million in a company formed by Kelso, to acquire Del Laboratories, Inc. The Company’s investment will be substantially in the form of convertible preferred stock, and will represent about 20% of the equity financing. Kelso will provide the remaining equity, with the participation of Del’s existing management team.

 

As part of this transaction, the Company will have certain rights with respect to the Orajel brand, including an option to acquire the business after three years. In the event that the Company does not exercise this option, the Company will have the right, subject to certain conditions, to convert its preferred stock into a 20% interest in the common stock of the new Del company.

 

The Company expects the transaction to close in this year’s fourth quarter subject to regulatory, financing and other customary conditions and will use cash on hand to fund the transaction.

 

13. Pension Disclosure

 

The following table presents the net periodic benefit cost for the Company’s Pension Plan and Post-retirement Plan for the three and six months ending July 2, 2004 and June 27, 2003.

 

19


CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

 

    

Pension Costs

Three Months Ended


   

Pension Costs

Six Months Ended


 
(In thousands)    July 2, 2004

    June 27, 2003

    July 2, 2004

    June 27, 2003

 

Components of Net Periodic Benefit Cost:

                                

Service cost

   $ 225     $ 37     $ 226     $ 74  

Interest cost

     743       363       1,096       726  

Expected return on plan assets

     (681 )     (315 )     (997 )     (630 )

Amortization of prior service cost

     1       1       2       2  

Recognized actuarial (gain) or loss

     127       75       250       150  
    


 


 


 


Net periodic benefit cost

   $ 415     $ 161     $ 577     $ 322  
    


 


 


 


    

Post-retirement Costs

Three Months Ended


   

Post-retirement Costs

Six Months Ended


 
(In thousands)    July 2, 2004

    June 27, 2003

    July 2, 2004

    June 27, 2003

 

Components of Net Periodic Benefit Cost:

                                

Service cost

   $ 140     $ 84     $ 249     $ 168  

Interest cost

     246       204       462       408  

Expected return on plan assets

     —         —         —         —    

Amortization of prior service cost

     (20 )     (20 )     (40 )     (40 )

Recognized actuarial (gain) or loss

     3       (22 )     3       (44 )
    


 


 


 


Net periodic benefit cost

   $ 369     $ 246     $ 674     $ 492  
    


 


 


 


 

The Company estimates it will be required to make a cash contribution to its pension plans of approximately $1.5 million during 2004. The contribution is $0.8 million higher than previously estimated due to the inclusion of Armkel’s pension plan.

 

14. Subsequent Event

 

On August 6, 2004 the Company announced a 3 for 2 stock split and an increase in its cash dividend from the current annual pre split amount of $0.32 per share to $0.36 per share. On a post split basis, the annual dividend will be $0.24 per share. The shares resulting from the stock split and the increased dividend will be distributed on September 1, 2004 to stockholders of record at the close of business on August 16, 2004.

 

15. Commitments, contingencies and guarantees

 

  a. In December 1981, the Company formed a partnership with a supplier of raw materials which mines and processes sodium mineral deposits owned by each of the two partners in Wyoming. The Company purchases the majority of its sodium raw material requirements from the partnership. This agreement terminates upon two years’ written notice by either company. The Company has an annual commitment to purchase 240,000 tons.

 

  b. On January 17, 2002, a petition for appraisal, Cede & Co., Inc. and GAMCO Investors, Inc. v. Medpointe Healthcare Inc., Civil Action No. 19354, was filed in the Court of Chancery of the State of Delaware demanding a determination of the fair value of shares of Medpointe. The action was brought by purported former shareholders of Carter-Wallace in connection with the merger on September 28, 2001 of MCC Acquisition Sub Corporation with and into Carter-Wallace. The merged entity subsequently changed its name to Medpointe. The petitioners seek an appraisal of the fair value of their shares in accordance with Section 262 of the Delaware General Corporation Law. The matter was heard by the court on March 10 and 11, 2003, at which time the petitioners purportedly held approximately 2.3 million shares of Medpointe. An additional post-trial hearing was held on January 20, 2004 to address the valuation of the Company. On July 30, 2004 the Court issued a letter informing the parties that it had determined that the fair value of a share of Carter-Wallace on the Merger Date to be $24.47, and that interest at the annual rate of 6.74% compounded monthly should be added to the award. No opinion outlining the Court’s reasoning,

 

20


CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

 

nor judgment order reflecting the Court’s ruling, has yet been entered, but the Court’s letter suggests that they will issue shortly. The Company, MedPointe and the indemnifying shareholders cannot determine whether they will appeal the Court’s decision until it has received and reviewed the Court’s opinion and judgment order.

 

Medpointe and certain former Carter-Wallace shareholders are party to an indemnification agreement pursuant to which such shareholders will be required to indemnify Medpointe from a portion of the damages, if any, suffered by Medpointe in relation to the exercise of appraisal rights by other former Carter-Wallace shareholders in the merger. Pursuant to the agreement, the shareholders have agreed to indemnify Medpointe for 40% of any Appraisal Damages (defined as the recovery greater than the per share merger price times the number of shares in the appraisal class) suffered by Medpointe in relation to the merger; provided that if the total amount of Appraisal Damages exceeds $33.3 million, then the indemnifying stockholders will indemnify Medpointe for 100% of any damages suffered in excess of that amount. The Company, in turn, is party to an agreement with Medpointe pursuant to which it has agreed to indemnify Medpointe and certain related parties against 60% of any Appraisal Damages for which Medpointe remains liable. The maximum liability to the Company pursuant to the indemnification agreement is $12 million. Pursuant to the indemnification agreement, the Company, as successor in interest to Armkel, would be obligated to pay approximately $3.9 million plus interest at a rate of 6.74% compounded monthly from the date of the merger, based on the court’s current determination.

 

On March 27, 2003, GAMCO Investors, Inc. filed another complaint in the New York Supreme Court seeking damages from MedPointe Healthcare Inc., 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 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 other things, invalidation of the transactions. On May 21, 2004, the court dismissed certain of the plaintiffs claims. The Company has not been named as a defendant in this action and believes it has no liability.

 

  c. The Company’s distribution of condoms under the Trojan and other trademarks is regulated by the U.S. Food and Drug Administration (FDA). Certain of the Company’s condoms and similar condoms sold by the Company’s major competitors, contain the spermicide nonoxynol-9 (N-9). The World Health Organization and other interested groups have issued reports suggesting that N-9 should not be used rectally or for multiple daily acts of vaginal intercourse, given the ingredient’s potential to cause irritation to human membranes. The Company expects the FDA to issue non-binding draft guidance concerning the labeling of condoms with N-9, although the timing of such draft guidance is uncertain. The Company believes that condoms with N-9 provide an acceptable added means of contraceptive protection and is cooperating with the FDA concerning the appropriate labeling revisions, if any. However, the Company cannot predict the outcome of the FDA review. While awaiting further FDA guidance, the Company has implemented interim labeling revisions that caution against rectal use and more-than-once-a-day vaginal use of N-9-containing condoms, and has launched a public information campaign to communicate these messages to the affected communities. If the FDA or state governments promulgate rules which prohibit or restrict the use of N-9 in condoms (such as new labeling requirements), the financial condition and operating results of the Company could suffer.

 

In March 2003, two members of the California Assembly introduced a non-binding resolution calling on FDA to ban condoms containing N-9. The proposed resolution was not brought to a vote since California could not legally ban an FDA approved medical device from marketing. Instead, the proposed resolution was announced at a public press release and retailers were asked voluntarily not to stock any condom containing N-9. Armkel, LLC had previously supplied the Assemblymen and the Assembly Speaker with information explaining why a ban would be inappropriate and outlining the interim labeling revisions and public information efforts the Company has implemented. While the resolution cannot be voted upon and passed and cannot be legally binding, publicity regarding the resolution could impair public perception of the product and adversely affect operating results of the Company.

 

  d. Fleming Companies, Inc., a customer of the Company, has filed a voluntary petition for bankruptcy. Subsequently, Fleming brought legal action against the Company seeking the recovery of certain preference payments and overpayments made to the Company in the amount of approximately $4.2 million. In addition, Fleming claims that it is owed approximately $1.9 million relating to a vendor agreement with the

 

21


CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

 

Company. The Company will vigorously defend the lawsuit but cannot predict with certainty the outcome. However, in the opinion of management, the ultimate amount of liability, if any, will not have a material adverse effect on the Company’s financial position.

 

  e. The Company has commitments to acquire approximately $21 million of raw material and packaging supplies from its 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.

 

  f. In connection with the purchase of Biovance Technologies, Inc, the Company was obligated to make guaranteed minimum payments of at least $3.0 million based upon operating performance of the acquired business for the years 2002 and 2003. The Company met this obligation by making a $3.4 million payment in February 2003 based upon 2002 results and recorded a liability of $3.2 million at December 31, 2003 based upon 2003 results. Both amounts were reflected as additional goodwill as they represented additional acquisition consideration. The Company paid the remaining obligation of $3.2 million during the first quarter of 2004.

 

  g. The Company has outstanding letters of credit of approximately $7.1 million with several banks which guarantee payment for such things as insurance claims in the event of the Company’s insolvency, a year’s worth of lease payments on a warehouse, and 200 days of interest on the Industrial Revenue Bond borrowing.

 

  h. Surety/performance bonds were established for construction of the Company’s headquarters addition in Princeton, NJ and for construction activities at the Company’s North Brunswick, NJ plant for approximately $0.6 million.

 

  i. In connection with the acquisition of the oral care brands from Unilever, the Company will make additional performance-based payments of a minimum of $5 million and a maximum of $12 million over the eight year period following the date of acquisition. All payments will be accounted for as additional purchase price. The Company paid approximately $1.3 million in 2004 based upon 2003 operating performance.

 

  j. In 2002, the Company signed a technology licensing agreement relating to one of the Company’s personal care products pursuant to which the Company is committed to pay a minimum amount of $0.8 million in 2004 and 2005. Commencing December 31, 2004, the agreement can be cancelled by the Company with one years’ written notice.

 

  k. The Company has a $1.8 million guarantee with the New Jersey Department of Environmental Protection for a performance based obligation for estimated environmental remediation costs at its Cranbury, New Jersey facility.

 

  l. 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.

 

16. Reclassification

 

Certain prior year amounts have been reclassified in order to conform with the current year presentation.

 

22


ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS

 

Results of Operations

 

The discussion of results of operations at the consolidated level is followed by a more detailed discussion of results of operations by segment for the second quarter and six month periods of 2004 compared to the second quarter and six month periods of 2003. With the acquisition of the remaining 50% interest in Armkel that the Company did not previously own from affiliates of Kelso on May 28, 2004, and Armkel’s subsequent merger with the Company, the results of operations of the former Armkel business are consolidated in the accompanying financial statements from the date of acquisition.

 

Consolidated Results

 

Net Sales

 

Net sales for the quarter increased by $84.5 million or 33.0% to $340.8 million, as compared to $256.3 million in the previous year’s second quarter. Of the increase, $43.5 million reflects sales of products formerly owned by Armkel and included in Company sales as a result of the acquisition of Kelso’s interest in Armkel late in the second quarter and $28.1 million reflects sales resulting from the acquisition of the former Unilever oral care business in the latter part of 2003. Other increases included the reversal of prior year promotion accruals of $2.7 million as a result of a change in estimate and favorable foreign exchange rates of $0.9 million. For the six month period, net sales increased $132.2 million or 26.2% to $636.8 million. The primary reasons for the sales increase are the sales of products formerly owned by Armkel described above, and sales of $58.1 resulting from the acquisition of the Unilever oral care business. Sales also increased due to favorable foreign exchange rates of $2.7 million, the reversal of the previously mentioned prior year promotion reserve and the effect of six extra days in the first quarter of this year as a result of the Company’s fiscal quarter calendar.

 

Operating Costs

 

The Company’s gross margin in the current quarter increased to 35.1% from 31.1% in the prior year. The increase is in large part a result of the products formerly owned by Armkel and the oral care business acquired from Unilever as these products carry a higher gross profit margin than existing Company products. The margin was also impacted by the effect on the second quarter of 2004 of the Armkel acquisition related inventory step up charge of $4.1 million, a plant impairment charge of $1.5 million and the reversal of the previously mentioned prior year promotion reserves. Gross margin for the six month period was 34.0% as compared to 30.4% for the six month period of 2003. The reasons for the improvement are consistent with those affecting the current quarter.

 

Marketing expenses in the current quarter increased by $9.8 million to $36.1 million as compared to the same period of 2003 primarily as a result of both the Armkel and Unilever oral care business acquisitions. Marketing expenses for the Company’s existing product lines were essentially unchanged. For the six month period, marketing expenses of $60.3 million were $17.1 million higher than in 2003 for the same reasons as referenced above, as well as an increase in advertising expenses in support of certain household deodorizing and oral care products.

 

Selling, general and administrative expenses (“SG&A”) in the current quarter increased $13.9 million as compared to the same period last year. This is a result of costs associated with the Armkel business, higher brokerage commission fees as a result of higher sales, tradename amortization expenses associated with the acquired oral care business, increased performance-based compensation costs, an increase in information systems spending and costs to comply with certain provisions of the Sarbanes-Oxley Act of 2002 and related regulations. SG&A costs for the six month period increased $19.7 million as compared to 2003 for the same reasons as described above with regard to the second quarter increase.

 

Other Income and Expenses

 

The decrease in equity in earnings of affiliates of $9.7 million in the current quarter as compared to the year ago period was almost entirely due to the Company’s acquisition of Kelso’s interest in Armkel on May 28, 2004. Armkel’s net income for the two months ended May 28, 2004 was reduced as a result of an international tradename impairment charge of approximately $3.2 million (net of tax). The impact to the Company was a reduction of earnings in equity of affiliates of approximately $1.6 million. Armkel’s second quarter 2003 results were positively

 

23


ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS (Continued)

 

impacted by a litigation settlement, partially offset by an impairment of an asset held for sale. The combined results of other equity investments, Armand Products Company (“Armand”) and The Armakleen Company (“Armakleen”), slightly increased. For the six month period the decrease in equity in earnings of affiliates of $8.1 million is primarily due to the reasons noted for the second quarter.

 

Other income and expense in 2004 results from a gain on the sale of a warehouse by one of our Canadian subsidiaries and in 2003 reflect foreign exchange gains by the Company’s Brazilian subsidiary.

 

Interest expense increased in the quarter and the six month period as a result of the interest associated with the assumption of the $225 million principal amount of Armkel’s 9.5% Senior Subordinated Notes, the increase in debt required to purchase Kelso’s interest in Armkel, and to purchase the Unilever oral care business in late 2003, partially offset by the settlement of the Company’s remaining fixed rate interest rate swap contracts in the first quarter of 2004.

 

Taxation

 

The tax rate for the six month period was 33.2% as compared to 30.8% for the same period of last year. Last year’s tax rate reflected the settlement of a state tax dispute offset by a higher state tax rate and taxes associated with Armkel’s sale of its Italian subsidiary which helped to depress the tax rate. The current year rate was impacted favorably by an amended prior year tax return relating to the Company’s research and development tax credit.

 

Segment results

 

As a result of purchasing Kelso’s interest in Armkel, the Company has redefined its operating segments. These segments are based on differences in the nature of products and organizational and ownership structures. Specifically, the Company has identified the following segments: Domestic Consumer, International Consumer, and Specialty Products Division (“SPD”).

 

Segment revenues are derived from the sale of the following products:

 

Segment


  

Products


Domestic Consumer

  

Deodorizing and cleaning, laundry, and personal care products

International Consumer

  

Primarily personal care products

SPD

  

Specialty chemical products

 

The domestic results of the acquired Armkel business since May 29, 2004 are included in the Domestic Consumer segment and its international subsidiaries (in addition to the Company’s existing consumer international subsidiary) comprise the International Consumer segment. There has been no change to the SPD segment. There are no material intersegment sales. The earnings in equity of affiliates of Armkel’s domestic and international results are included in the Consumer Domestic and Consumer International segments, respectively. The earnings in equity of affiliates of Armand Products and the Armakleen Company are included in the SPD segment. Prior to purchasing Kelso’s interest in Armkel, the Company’s segments were: Church & Dwight Consumer, Armkel, Church & Dwight SPD and Other Equity Affiliates.

 

24


ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS (Continued)

 

Segment sales and income before taxes and minority interest for the second quarter and six month period of 2004 and 2003 are as follows:

 

(in thousands)    Consumer
Domestic


   Consumer
Intern’l


   SPD

   Total

Net Sales

                           

Second Quarter 2004

   $ 258,867    $ 28,854    $ 53,064    $ 340,785

Second Quarter 2003

     200,246      9,246      46,771      256,263

2004 Year to Date

     494,922      37,881      103,973      636,776

2003 Year to Date

     396,618      17,150      90,793      504,561

Income Before Taxes and Minority Interest (1)

                           

Second Quarter 2004

     20,635      3,841      4,989      29,465

Second Quarter 2003

     25,582      2,560      5,682      33,824

2004 Year to Date

     54,183      8,774      11,150      74,107

2003 Year to Date

     50,104      6,277      9,505      65,886

(1) In determining Income Before Taxes and Minority Interest, Interest Expense, Interest Income, Loss on Early Extinguishment of Debt and Other Income (expense) were allocated to the segments based upon each segments relative Operating Profit.

 

Domestic Consumer

 

For the second quarter of 2004, Domestic Consumer Net Sales increased $58.6 million or 29.3% to $258.9 million. The increase included June 2004 sales of $23.6 million sales associated with the domestic results of the former Armkel business, $27.7 million of sales associated with the fourth quarter 2003 acquisition of the oral care brands from Unilever and the reversal of $2.7 million of prior year promotion reserves due to a change in estimate. At the product line level, Deodorizing and Laundry products net sales were higher than last year and existing personal care products were unchanged. At the brand level, sales of Arm & Hammer and Xtra liquid laundry detergent, Arm & Hammer Baking Soda, Arm & Hammer Super Scoop and Arm & Hammer dentifrice products were higher than last year while Arm & Hammer powder laundry detergent, Arrid and Arm & Hammer Ultramax Deodorant and Antiperspirant were lower.

 

For the six month period, net sales increased $98.3 million or 24.8% to $494.9 million. The primary reasons for the increase are $56.9 million of sales resulting from the acquisition of the Unilever oral care business in late 2003 and the other items noted that affected the second quarter. The six month period was also affected by six extra days in the first quarter of this year as a result of the Company’s first quarter calendar.

 

Domestic Consumer Income before Taxes and Minority Interest for the current quarter decreased $4.9 million to $20.6 million mainly due to its allocation of the deferred financing cost write-off of $6.2 million, higher allocated interest expense and lower earnings in equity of affiliates, which, in 2003 reflected the proceeds of a litigation settlement. The current quarter of 2004 was positively impacted by the results from the former Armkel business (despite the impact of the inventory step up charge of $3.4 million) and the contribution from the acquired Unilever brands.

 

For the six month period, Income before Taxes and Minority Interest increased $4.0 million to $54.2 million as a result of the items affecting second quarter results and the first quarter impact of the former Unilever brands and lower promotion related expenses affecting net sales.

 

Consumer International

 

Consumer International net sales for the current quarter as compared to the same period of last year increased $19.6 million to $28.9 million and for the six month period increased $20.7 million to $37.9 million as a result of the inclusion of the former Armkel subsidiaries results since the acquisition and the effect of favorable foreign exchange.

 

Income before Taxes and Minority Interest increased $1.3 million in the current quarter to $3.8 million and increased $2.5 million to $8.8 million for the six month period as a result of the inclusion of the former Armkel subsidiaries results since the acquisition (despite the impact of the inventory step up charge of $0.7 million). This increase was partially offset by the higher interest expense and the $0.7 million allocation of the deferred financing cost write-off.

 

25


ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS (Continued)

 

Specialty Products

 

Specialty Products Net Sales grew $6.3 million or 13.5% to $53.1 million in the current quarter, as a result of favorable foreign exchange, and higher sales of Animal Nutrition and Specialty Chemicals. For the six month period, net sales increased $13.2 million or 14.5% to $104.0 million for the same reason affecting the current quarter.

 

Specialty Products Income before Taxes and Minority Interest decreased by $0.7 million to $5.0 million as a result of higher gross profit of $1.6 million due to higher sales, partially offset by higher manufacturing costs in certain animal nutrition products, particularly a palm oil derivative. The increase in gross profit was more than offset by slightly higher marketing costs and an allocation of higher interest expense and the deferred financing write-off. For the six month period, Income before Taxes and Minority Interest increased $1.6 million. A gross profit increase of $4.3 million due to the extra shipping days in the first quarter and higher sales were also partially offset by higher manufacturing costs in certain animal nutrition products. The increase in gross profit was partially offset by higher marketing costs, SG&A costs and an allocation of the higher interest expense and deferred financing write-off.

 

Liquidity and Capital Resources

 

The Company had outstanding total debt of $932.8 million and cash of $119.6 million, for net debt position of $813.2 million at July 2, 2004. This compares to total debt of $397.0 million and net debt of $321.4 million at December 31, 2003. The reason for the increase of total debt since December 31, 2003 is due to the Company’s assumption of $225 million principal amount of Armkel’s 9.5% Senior Subordinated Notes due 2009, its bank debt of approximately $135 million and additional amounts borrowed in connection with the acquisition of Kelso’s interest in Armkel, LLC of approximately $210 million. This accounts for an increase of $570 million, which was partially offset by debt repayments of approximately $37 million.

 

The Company entered into an amended and restated credit agreement (the “Credit Agreement”) with several banks and other financial institutions, The Bank of Nova Scotia, Fleet National Bank and National City Bank, each as a documentation agent, Citicorp North America, Inc., as syndication agent, and J.P. Morgan Chase Bank, as administrative agent. The Credit Agreement provides for (i) a five year term loan in a principal amount of $100 million (the “Term A Loan”), (ii) a seven year term loan a principal amount of $440 million, which term loan may be increased by up to an additional $250 million upon the satisfaction of certain conditions (the “Term B Loan,” and together with the Term A Loan, the “Term Loans”), and (iii) a five year multi-currency revolving credit and letter of credit facility in an aggregate principal amount of up to $100 million (the “Revolving Loans”). The Term Loans were used to finance the acquisition of the remaining 50% interest in Armkel not previously owned by Church & Dwight, pay amounts outstanding under Armkel’s principal credit facility of approximately $136 million and refinance Church & Dwight’s principal credit facility of approximately $194 million. The Revolving Loans, which are currently undrawn, are available for general corporate purposes. The obligations of Church & Dwight under the Credit Agreement are secured by substantially all of the assets of Church & Dwight and certain of its domestic subsidiaries. Those domestic subsidiaries have also guaranteed the loan obligations under the Credit Agreement. The Term Loans and the Revolving Loans bear interest under one of two rate options, selected by Church & Dwight, equal to either (i) a eurocurrency rate (adjusted for any reserve requirements) (“Eurocurrency Rate”) or (ii) the greater of the prime rate, the secondary market rate for three-month certificates of deposit (adjusted for any reserve requirements) plus 1%, or the federal funds effective rate plus 0.5% (“Alternate Base Rate”), plus (b) an applicable margin. The applicable margin is determined by Church & Dwight’s then current leverage ratio. At the closing date of the Credit Agreement, the applicable margin was (a) 1.75% for the Eurocurrency Rate and (b) 0.75% for the Alternate Base Rate.

 

The principal debt payments required to be made are as follows:

 

(In thousands)     

2004

   $ 9,520

2005

     72,957

2006

     22,939

2007

     30,067

2008 and subsequent

     797,364
    

     $ 932,847
    

 

During July 2004, as a result of purchasing Kelso’s interest in Armkel, the Company amended its Accounts Receivable Securitization Agreement to increase the capacity that can be borrowed from $60 million to $100 million. The increase in borrowing was used to make a voluntary bank debt payment on August 4, 2004.

 

26


ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS (Continued)

 

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 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 $106.6 million for the first half of 2004. The leverage ratio (total debt to Adjusted EBITDA) for the 12 months ended July 2, 2004 which, under the loan agreement, permits the inclusion of Armkel’s EBITDA for pro forma purposes was approximately 3.42 versus the agreement’s maximum 4.25, and the interest coverage ratio(Adjusted EBITDA to total interest expense) was approximately 7.85 versus the agreement’s minimum of 3.0. 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 Adjusted EBITDA is as follows (in thousands):

 

Net Cash Provided by Operating Activities

   $ 78,199  

Interest Expense

     11,550  

Current Income Tax Provision

     15,006  

Distributions from Affiliates

     2,719  

Change in Working Capital and Other Liabilities

     (3,500 )

Investment Income

     (839 )

Deferred Financing Write-off

     7,995  

Other

     (4,483 )
    


Adjusted EBITDA (per loan agreement)

   $ 106,647  
    


Net Cash Used in Investing Activities

   $ (205,481 )
    


Net Cash Provided by Financing Activities

   $ 171,209  
    


 

During the first half of 2004, cash flow from operating activities was $78.2 million. Major factors affecting cash flow from operating activities included operating earnings before non-cash charges for depreciation and amortization, the write-off of deferred financing costs and a decrease in working capital. Operating cash flow, together with an increase in bank debt, distributions from affiliates, proceeds from stock option exercises and existing cash, were used to fund the purchase of Kelso’s interest in Armkel, additions to property, plant and equipment, payment of dividends and debt repayments.

 

On July 2, 2004, the Company announced that it has agreed to invest $30 million in a company formed by Kelso & Company, a private equity group, to acquire Del Laboratories, Inc. The Company’s investment will be substantially in the form of convertible preferred stock, and will represent about 20% of the equity financing. Kelso & Company, New York, will provide the remaining equity, with the participation of Del’s existing management team.

 

As part of this transaction, the Company will have certain rights with respect to the Orajel brand, including an option to acquire the business after three years. In the event that the Company does not exercise this option, the Company will have the right, subject to certain conditions, to convert its preferred stock into a 20% interest in the common stock of the new Del company.

 

The Company expects the transaction to close in this year’s fourth quarter subject to regulatory, financing and other customary conditions and will use cash on hand to fund the transaction.

 

Recent Accounting Pronouncements

 

In August 2003, the Company issued $100 million of 5.25% convertible senior debentures that may be converted in shares of the Company’s common stock prior to maturity at an initial conversion price of approximately $46.50 per share, subject to adjustment in certain circumstances. Because of the inclusion of the restricted convertibility feature of the debentures, the Company’s diluted net income per common share does not give effect to the dilution from the conversion of the debentures until the Company’s share price exceeds 120% of the initial conversion price.

 

A proposed change in accounting rules for reporting contingently convertible debt (“Co-cos”) could have a dilutive effect on Earnings Per Share (EPS). The tentative consensus reached by the Financial Accounting Standards Board’s

 

27


ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS (Continued)

 

(FASB’s) Emerging Issues Task Force (EITF) at its July 1, 2004 meeting (“EITF Issue 04-8: The Effect of Contingently Convertible Debt on Diluted Earnings per Share”) would require Co-Cos to be treated for diluted EPS purposes as if converted from debt to equity, beginning with the date the contingently convertible debt instrument is initially issued, even if the triggering events (such as stock price) have not yet occurred. The effective date would be reporting periods ending on or after December 15, 2004 and prior period EPS amounts presented for comparative purposes, would have to be restated.

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

 

There have not been any material changes during the six month period ended July 2, 2004. For further information, please refer to the Company’s December 31, 2003 Annual Report on Form 10-K.

 

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 second 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 and earnings growth, gross margin, earnings per share, non-cash accounting charges, the integration of the oral care brands acquired from Unilever in 2003, the effects of the Company’s acquisition of the remaining 50% interest in Armkel, the merger and integration of Armkel, and financial forecasts. 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 integration of Armkel. With regard to the new product introductions referred to in this report, there is particular uncertainty related to trade, competitive and consumer reactions. Other factors are described in Church & Dwight’s quarterly and annual reports filed with the SEC.

 

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. This discussion is provided as permitted by the Private Securities Litigation Reform Act of 1995.

 

28


PART II - Other Information

 

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

 

  a. Exhibits

 

(31.1) Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act.

 

(31.2) Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act.

 

(32.1) Certification of the Chief Executive Officer of Church & Dwight Co., Inc. pursuant to Rule 13a-14(b) under the Exchange Act and 18 U.S.C. Section 1350.

 

(32.2) Certification of the Chief Financial Officer of Church & Dwight Co., Inc. pursuant to Rule 13a-14(b) under the Exchange Act and 18 U.S.C. Section 1350.

 

  b. Reports on Form 8-K

 

On May 7, 2004, a report on Form 8-K was furnished, providing information responsive to Item 5 relating to a press release that the Company issued relating to preliminary earnings for the quarter ended April 2, 2004, and also its intent to purchase Kelso’s 50% interest in Armkel, LLC.

 

On May 11, 2004, a report on Form 8-K was furnished, providing information responsive to Items 12 and 9 relating to a press release that the Company issued relating to earnings for the quarter ended April 2, 2004.

 

On June 1, 2004, a report on Form 8-K was furnished, providing information responsive to Items 5 and 7 relating to a press release that the Company issued relating to the completion of its previously announced acquisition of the 50% interest in Armkel, LLC that it did not previously own from affiliates of Kelso & Company.

 

On June 7, 2004, a report on Form 8-K was furnished, providing information responsive to Items 2 and 7 relating to the Church & Dwight Co., Inc. acquisition of the 50% interest in Armkel, LLC that it did not previously own from affiliates of Kelso & Company, effected through Church & Dwight’s acquisition from Kelso Blockers Holdings, LLC, an affiliate of Kelso & Company, of all of the issued and outstanding shares of capital stock of several that collectively owned all of the outstanding ownership interests in Kelso Protection Ventures, LLC.

 

On June 28, 2004, a report on Form 8-K/A was furnished, amending a report on Form 8-K filed on June 7, 2004, providing additional information responsive to Item 7 relating to a press release that the Company issued relating to the purchase of the 50% interest in Armkel, LLC that it did not previously own from affiliates of Kelso & Company.

 

29


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: August 11, 2004

 

/s/ Zvi Eiref


   

ZVI EIREF

   

VICE PRESIDENT FINANCE

DATE: August 11, 2004

 

/s/ Gary P. Halker


   

GARY P. HALKER

   

VICE PRESIDENT FINANCE AND TREASURER

 

30


EXHIBITS

 

(31.1 )   Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act.
(31.2 )   Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act.
(32.1 )   Certification of the Chief Executive Officer of Church & Dwight Co., Inc. pursuant to Rule 13a-14(b) under the Exchange Act and 18 U.S.C. Section 1350.
(32.2 )   Certification of the Chief Financial Officer of Church & Dwight Co., Inc. pursuant to Rule 13a-14(b) under the Exchange Act and 18 U.S.C. Section 1350.

 

31