-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EAjv920TcDi+WxisP1BrXRyuUv8Xky9gIsn0YRsAU5fqU8ePrICJi73YPo5vRgIA IbcAFO743HuNQjaRf1xwmA== 0000313927-01-000084.txt : 20010312 0000313927-01-000084.hdr.sgml : 20010312 ACCESSION NUMBER: 0000313927-01-000084 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20001231 FILED AS OF DATE: 20010309 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHURCH & DWIGHT CO INC /DE/ CENTRAL INDEX KEY: 0000313927 STANDARD INDUSTRIAL CLASSIFICATION: SOAP, DETERGENT, CLEANING PREPARATIONS, PERFUMES, COSMETICS [2840] IRS NUMBER: 134996950 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: SEC FILE NUMBER: 001-10585 FILM NUMBER: 1565282 BUSINESS ADDRESS: STREET 1: 469 N HARRISON ST CITY: PRINCETON STATE: NJ ZIP: 08543-5297 BUSINESS PHONE: 6096835900 MAIL ADDRESS: STREET 1: 469 N HARRISON STREET CITY: PRINCETON STATE: NJ ZIP: 08543-5297 10-K 1 0001.txt FORM 10-K - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------------------- FORM 10-K [ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NUMBER 1-10585 -------------------------- CHURCH & DWIGHT CO., INC. (Exact name of registrant as specified in its charter) INCORPORATED IN DELAWARE I.R.S. EMPLOYER IDENTIFICATION NO. 13-4996950 469 NORTH HARRISON STREET, PRINCETON, NEW JERSEY 08543-5297 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (609) 683-5900 -------------------------- SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: NAME OF EACH EXCHANGE TITLE OF EACH CLASS ON WHICH REGISTERED Common Stock, $1 par value New York Stock Exchange Preferred Stock Purchase Rights New York Stock Exchange SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: None -------------------------- Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months and (2) has been subject to such filing requirements for the past 90 days. Yes X No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ] As of February 28, 2001, 37,173,827 shares of Common Stock held by non-affiliates were outstanding with an aggregate market value of approximately $813 million. The aggregate market value is based on the closing price of such stock on the New York Stock Exchange on February 28, 2001. As of February 28, 2001, 38,589,102 shares of Common Stock were outstanding. DOCUMENTS INCORPORATED BY REFERENCE: PART III Portions of registrant's Proxy Statement for the Annual Meeting of Stockholders to be held on May 10, 2001. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- TABLE OF CONTENTS PART I ITEM PAGE 1. Business - 1 - 2. Properties - 6 - 3. Legal Proceedings - 7 - 4. Submission of Matters to a Vote of Security Holders - 7 - PART II 5. Market for the Registrant's Common Equity and Related Stockholder Matters - 7 - 6. Selected Financial Data - 7 - 7. Management's Discussion and Analysis of Financial Condition and Results of Operations - 7 - 7a. Quantitative and Qualitative Disclosures about Market Risk - 7 - 8. Financial Statements and Supplementary Data - 7 - 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure - 7 - PART III 10. Directors and Executive Officers of the Registrant - 8 - 11. Executive Compensation - 8 - 12. Security Ownership of Certain Beneficial Owners and Management - 8 - 13. Certain Relationships and Related Transactions - 8 - PART IV 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K - 8 - 8 PART I ITEM 1. BUSINESS. The Company was founded in 1846 and is the world's leading producer of sodium bicarbonate, popularly known as baking soda, a versatile chemical which performs a broad range of functions such as cleaning, deodorizing, leavening and buffering. The Company specializes in sodium bicarbonate and sodium bicarbonate-based products, along with other products which use the same raw materials or technology or are sold into the same markets. The Company sells its products, primarily under the ARM & HAMMER(R) trademark, to consumers through supermarkets, drug stores and mass merchandisers; and to industrial customers and distributors. ARM & HAMMER is the registered trademark for a line of consumer products which includes ARM & HAMMER Baking Soda, ARM & HAMMER DENTAL CARE(R) Dentifrices and ARM & HAMMER DENTAL CARE Gum, ARM & HAMMER Carpet Deodorizer, ARM & HAMMER Deodorizing Air Freshener, ARM & HAMMER Powder and Liquid Laundry Detergent, ARM & HAMMER SUPER SCOOP(R) and ARM & HAMMER SUPER STOP(R) Cat Litter and ARM & HAMMER Deodorant Anti-Perspirant with Baking Soda. The ARM & HAMMER trademark is also used for a line of chemical products, the most important of which are sodium bicarbonate, ammonium bicarbonate, sodium sesquicarbonate, ARM & HAMMER MEGALAC(R) Rumen Bypass Fat and ARMEX(R) Blast Media. The Company also owns BRILLO(R) Soap Pads and other consumer products. In 2000, consumer products represented approximately 80% and specialty products 20% of the Company's sales. Approximately 88% of the Company's sales revenues are derived from sales in the United States. CONSUMER PRODUCTS PRINCIPAL PRODUCTS The Company's founders first marketed baking soda in 1846 for use in home baking. The ARM & HAMMER trademark was adopted in 1867. Today, this product is known for a wide variety of uses in the home, including as a refrigerator and freezer deodorizer, scratchless cleaner and deodorizer for kitchen surfaces and cooking appliances, bath additive, dentifrice, cat litter deodorizer, and swimming pool pH stabilizer. The Company estimates that a majority of U.S. households have a box of baking soda on hand. Although no longer the Company's largest single business, ARM & HAMMER Baking Soda remains the leading brand of baking soda in terms of consumer recognition of the brand name and its reputation for quality and value. The deodorizing properties of baking soda have since led to the development of several other household products; ARM & HAMMER Carpet Deodorizer and ARM & HAMMER Deodorizing Air Freshener are both available in a variety of fragrances. In 1992, the Company launched ARM & HAMMER Cat Litter Deodorizer, a scented baking soda product targeted to cat-owning households and veterinarians. During the fourth quarter of 1997, the Company introduced nationally ARM & HAMMER SUPER SCOOP(R), The Baking Soda Clumping Litter, which competes in the fast-growing clumping segment of the cat litter market. Following its success, the Company launched ARM & HAMMER SUPER STOP(R) Clay Litter in late 1999. In early 2001, the Company introduced ARM & HAMMER Vacuum Free(TM) Foam Carpet Deodorizer, a companion product to ARM & HAMMER Carpet Deodorizer. The Company's largest consumer business today, measured by sales volume, is in the laundry detergent market. The ARM & HAMMER brand name has been associated with this market since the last century when ARM & HAMMER Super Washing Soda was first introduced as a heavy-duty laundry and household cleaning product. The Company today makes products for use in various stages of the laundry cycle; powdered and liquid laundry detergents, fabric softener dryer sheets and a laundry detergent booster. ARM & HAMMER Laundry Detergents, in both powder and liquid forms, have been available nationally since the early 1980's. The Company markets these brands as value products, priced at a 15 to 20 percent discount from products identified by the Company as market leaders. In 1996 and in late 1999, the Company reformulated and concentrated the powder product. A companion product, ARM & HAMMER Liquid Laundry Detergent, is also available in regular and perfume and dye-free forms. In 1995 and 1998, this liquid product was reformulated to improve its performance. In 1992, the Company completed the national expansion of another laundry product, ARM & HAMMER Fabric Softener Sheets. This product stops static cling, and softens and freshens clothes. In 1998, the Company acquired the TOSS `N SOFT(R) brand of dryer sheets and combined both products under the FRESH & SOFT(R) brand name. ARM & HAMMER Baking Soda has long been used as a dentifrice. Its mild cleansing action cleans and polishes teeth, removes plaque and leaves the mouth feeling fresh and clean. These properties have led to the development of a complete line of sodium bicarbonate-based dentifrice products which are marketed and sold nationally primarily under the ARM & HAMMER DENTAL CARE brand name. In 1998, the Company introduced ARM & HAMMER DENTAL CARE Gum, a baking soda based oral care product that is available in four flavors. In 1999, the Company introduced ARM & HAMMER ADVANCE WHITE, a line of dentifrice for the whitening segment of the toothpaste market and ARM & HAMMER P.M., the first toothpaste specifically formulated for nighttime oral care. In 2000, the Company introduced ARM & HAMMER SENSATION, a toothpaste targeted to 15-34 year olds, ARM & HAMMER DENTAL CARE Kids Gum and in early 2001, ARM & HAMMER ADVANCE WHITE Gum, a companion product to the Advance White toothpaste. The Company markets and sells, ARM & HAMMER Deodorant Anti-Perspirant with Baking Soda, and ARM & HAMMER Deodorant with Baking Soda. These products are available in various scented and unscented stick, aerosol and roll-on forms. In 1997, the Company acquired a group of five household cleaning brands from The Dial Corporation. The brands acquired were BRILLO(R) Soap Pads and other steel wool products, PARSONS(R) and BO-PEEP(R) Ammonia, CAMEO(R) Metal Polish, RAIN DROPS(R) Water Softener and SNO BOL(R) Cleaners. In 1998, the Company purchased from The Dial Corporation TOSS `N SOFT(R) Dryer Sheets. During 1999, the Company entered the bathroom cleaner category with the acquisition of two major brands, CLEAN SHOWER(R) and SCRUB FREE(R). As part of the Scrub Free transaction, the Company also acquired the DELICARE(R) fine fabric wash brand. The acquisition of these brands broadens the Company's base of household cleaning products, and fits well within the Company's current sales, marketing and distribution activities. COMPETITION For information regarding competition, see page 4 through 5 of Exhibit 99. DISTRIBUTION The Company's consumer products are primarily marketed throughout the United States and Canada and sold through supermarkets, mass merchandisers and drugstores. The Company employs a sales force based regionally throughout the United States. This sales force utilizes the services of independent food brokers in each market. The Company's products are strategically located in Church & Dwight plant and public warehouses and either picked up by customers or delivered by independent trucking companies. SPECIALTY PRODUCTS PRINCIPAL PRODUCTS The Company's specialty products business primarily consists of the manufacture, marketing and sale of sodium bicarbonate in a range of grades and granulations for use in industrial and agricultural markets. In industrial markets, sodium bicarbonate is used by other manufacturing companies as a leavening agent for commercial baked goods, as an antacid in pharmaceuticals, as a carbon dioxide release agent in fire extinguishers, and as an alkaline agent in swimming pool chemicals, and as an agent in kidney dialysis. A special grade of sodium bicarbonate, as well as sodium sesquicarbonate, is sold to the animal feed market as a feed additive for use by dairymen as a buffer, or antacid, for dairy cattle. The Company markets and sells MEGALAC Rumen Bypass Fat, a nutritional supplement made from natural oils, which allows cows to maintain energy levels during the period of high-milk production, resulting in improved milk yields and minimal weight loss. The product and the trademark MEGALAC are licensed under a long-term license agreement from a British company, Volac Ltd. In January 1999, the Company formed a joint venture with the Safety-Kleen Corporation called the ArmaKleen Company. This joint venture distributes Church & Dwight's proprietary product line of aqueous cleaners along with the Company's Armex Blast Media line which is designed for the removal of a wide variety of surface coatings. In 1999, the Company sold the equipment portion of the Armex blast cleaning business to U.S. Filter Surface Preparation Group, Inc., a U.S. Filter Company. The Company markets and sells ammonium bicarbonate and other specialty chemicals to food and agricultural markets in Europe through its wholly-owned British subsidiary Brotherton Speciality Products Ltd. The Company and Occidental Petroleum Corporation are equal partners in a joint venture named Armand Products Company, which produces and markets potassium carbonate and potassium bicarbonate. Potassium chemicals are sold, among others, to the glass industry for use in TV and computer monitor screens. During 1997, the Company acquired a 40 percent equity interest in QGN/Carbonor, a Brazilian bicarbonate/carbonate-related chemical company. The Company exercised its option to increase its interest to 75 percent during 1999. COMPETITION For information regarding competition, see pages 4 through 5 of Exhibit 99. DISTRIBUTION The Company markets sodium bicarbonate and other chemicals to industrial and agricultural customers throughout the United States and Canada. Distribution is accomplished through regional sales offices and manufacturer's representatives augmented by the sales personnel of independent distributors throughout the country. RAW MATERIALS AND SOURCES OF SUPPLY The Company manufactures sodium bicarbonate for both of its consumer and industrial businesses at two of its plants located at Green River, Wyoming and Old Fort, Ohio. The production of sodium bicarbonate requires two basic raw materials, soda ash and carbon dioxide. The primary source of soda ash used by the Company is the mineral, trona, which is found in abundance in southwestern Wyoming, near the Company's Green River plant. The Company had acquired a number of leases allowing it to extract these trona deposits. In January 1999, the Company sold most of these leases to Solvay Minerals, Inc. The Company retains adequate trona reserves to support the requirements of the sodium bicarbonate business and may acquire other leases in the future as the need arises. The Company is party to a partnership agreement with General Chemical Corporation, which mines and processes certain trona reserves owned by each of the two companies in Wyoming. Through the partnership and related supply and services agreements, the Company obtains a substantial amount of its soda ash requirements, enabling the Company to achieve some of the economies of an integrated business capable of producing sodium bicarbonate and related products from the basic raw material. The Company also has an agreement for the supply of soda ash from another company. The partnership agreement and other supply agreements between the Company and General Chemical terminate upon two years notice by either company. The Company believes that alternative sources of supply are available. The Company obtains its supply of the second basic raw material, carbon dioxide, in Green River and Old Fort, under long-term supply contracts. The Company believes that its sources of carbon dioxide, and other raw and packaging materials, are adequate. At the Company's Green River, Wyoming plant, the Company produces laundry detergent powder employing a process utilizing raw materials readily available from a number of sources. Therefore, the supply of appropriate raw materials to manufacture this product is adequate. During 1995, a liquid laundry detergent manufacturing line was constructed in the Company's Syracuse, New York Plant. This line was capable of producing virtually all of the Company's liquid laundry detergent requirements. The Company, when necessary, would utilize a contract manufacturer to meet higher demand. As a result of the ARMUS Joint Venture, all of the Company's liquid laundry detergent production will be shifted to USA Detergents' plants. The Syracuse plant will be shut down at the end of the first quarter 2001. USA Detergents has enough capacity to produce all of Church & Dwight's requirements. The BRILLO product line and the Company's Dryer Sheets line are manufactured at the Company's London, Ohio plant. ARM & HAMMER DENTAL CARE Gum, PARSONS(R) Ammonia, CAMEO(R) Metal Polish, RAIN DROPS(R) Water Softener, SNO BOL(R) Cleaners SCRUB FREE and DELICARE, are contract manufactured for the Company under various agreements. Alternative sources of supply are available in case of disruption or termination of the agreements. The main raw material used in the production of potassium carbonate is liquid potassium hydroxide. Armand Products obtains its supply of liquid potassium hydroxide under a long-term supply arrangement. The ArmaKleen Company's industrial liquid cleaning products are contracted manufactured. PATENTS AND TRADEMARKS The Company's ARM & HAMMER trademark is registered with the United States Patent and Trademark Office and also with the trademark offices of many foreign countries. It has been used by the Company since the late 1800's, and is a valuable asset and important to the successful operation of the Company's business. CUSTOMERS AND ORDER BACKLOG A group of three Consumer Products customers accounted for approximately 21% of consolidated net sales in 2000, including a single customer which accounted for approximately 13%. A group of three customers accounted for approximately 20% of consolidated net sales in 1999 including a single customer which accounted for approximately 12%. This group accounted for 16% in 1998. The time between receipt of orders and shipment is generally short, and as a result, backlog is not significant. RESEARCH & DEVELOPMENT The Company's Research and Development Department is engaged in work on product development, process technology and basic research. During 2000, $19,363,000 was spent on research activities as compared to $17,921,000 in 1999 and $16,448,000 in 1998. ENVIRONMENT The Company's operations are subject to federal, state and local regulations governing air emissions, waste and steam discharges, and solid and hazardous waste management activities. The Company endeavors to take actions necessary to comply with such regulations. These steps include periodic environmental audits of each Company facility. The audits, conducted by an independent engineering concern with expertise in the area of environmental compliance, include site visits at each location, as well as a review of documentary information, to determine compliance with such federal, state and local regulations. The Company believes that its compliance with existing environmental regulations will not have any material adverse effect with regard to the Company's capital expenditures, earnings or competitive position. No material capital expenditures relating to environmental control are presently anticipated. EMPLOYEES At December 31, 2000 , the Company had 1,439 employees. The Company is party to a labor contract with the United Steelworkers of America covering approximately 109 hourly employees at its Syracuse, New York plant which is scheduled to close in early 2001; and, with the United Industrial Workers of North America at its London, Ohio plant which contract continues until September 28, 2002. The Company believes that its relations with both its union and non-union employees are satisfactory. CLASSES OF SIMILAR PRODUCTS The Company's operations constitute two operating segments. The table set forth below shows the percentage of the Company's net sales contributed by each group of similar products marketed by the Company during the period from January 1, 1996 through December 31, 2000.
% of Net Sales ------------------------------------------------------------------------------- 2000 1999 1998 1997 1996 ---- ---- ---- ---- ---- Consumer Products 80 79 81 79 78 Specialty Products 20 21 19 21 22
ITEM 2. PROPERTIES The Company's executive offices and research and development facilities are owned by the Company, subject to a New Jersey Industrial Revenue Bond, and are located on 22 acres of land in Princeton, New Jersey, with approximately 72,000 square feet of office and laboratory space. In addition, the Company leases space in two buildings adjacent to this facility which contain approximately 90,000 square feet of office space. The Company also leases regional sales offices in various locations throughout the United States. The Company is currently constructing an additional 55,000 square feet of administration space to its Princeton facility. At Syracuse, New York the Company owns a 16 acre site and plant which includes a group of connected buildings containing approximately 270,000 square feet of floor space. This plant is used primarily for the manufacture and packaging of liquid laundry detergent. As previously mentioned, the Company will be closing the plant in early 2001 and shifting liquid laundry detergent production to USA Detergents' facilities. The Company is currently evaluating options as to the disposition of the facility. This will be completed during 2001. The Company's plant in Green River, Wyoming is located on 112 acres of land owned by the Company. The plant and related facilities contain approximately 273,000 square feet of floor space. The plant was constructed in 1968 and has since been expanded to a current capacity of 200,000 tons of sodium bicarbonate per year. This plant also manufactures powder laundry detergent and cat litter. During 2001, an additional 101,000 square feet of warehouse space will be added. The Company's plant in Old Fort, Ohio is located on 75 acres of land owned by the Company. The plant and related facilities contain approximately 208,000 square feet of floor space. The plant was completed in 1980 and has since been expanded to a capacity of 280,000 tons of sodium bicarbonate per year. During 2001, an additional 90,000 square feet of warehouse space will be added. In 1998, the Company purchased a 250,000 square foot manufacturing facility set on approximately 46 acres in Lakewood, New Jersey. The plant manufactures and packages the ARM & HAMMER Deodorant Anti-Perspirant product line, its dentifrice products which was relocated from the Company's Greenville, South Carolina, facility in 1999, ARM & HAMMER Deodorizing Air Freshener, and packages ARM & HAMMER Dental Care Gum. In 2000, CLEAN SHOWER bathroom cleaner production started. Previously it was contract manufactured. During 2000, the Company sold a portion of the facility it owns in Greenville, South Carolina. It expects to sell the remaining portion in 2001. During 1997, the Company acquired from The Dial Corporation a manufacturing facility in London, Ohio. This facility contains approximately 141,000 square feet of floor space and is located on 6 acres of land. The facility manufactures and packages BRILLO Soap Pads and ARM & HAMMER FRESH & SOFT Dryer Sheets. In Ontario, Canada, the Company owns a 26,000 square foot distribution center which is used for the purpose of warehousing and distribution of products sold into Canada. The principal office of the Canadian subsidiary is located in leased offices in Toronto. Brotherton Speciality Products Ltd. owns and operates a 71,000 square foot manufacturing facility in Wakefield, England on about 7 acres of land. The Armand Products partnership, in which the Company has a 50% interest, owns and operates a potassium carbonate manufacturing plant located in Muscle Shoals, Alabama. This facility contains approximately 53,000 square feet of space and has a capacity of 103,000 tons of potassium carbonate per year. The Company believes that its manufacturing, distribution and office facilities are adequate for the conduct of its business at the present time. ITEM 3. LEGAL PROCEEDINGS. The Company is subject to claims and litigation in the ordinary course of its business such as product liability claims, employment related matters and general commercial disputes. The Company does not believe that any pending claim or litigation will have a material adverse effect on the business. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. No matters were submitted to a vote of the Company's security holders during the last quarter of the year ended December 31, 2000. PART II ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS. The Company's common stock is traded on the New York Stock Exchange (symbol: "CHD") This information appears under "Common Stock Price range and dividends," on page 5 of Exhibit 99 hereto, and on page 5 of Appendix B of the Proxy Statement, incorporated herein by reference. During 2000, there were no sales of unregistered securities. ITEM 6. SELECTED FINANCIAL DATA. This information appears under "Eleven-Year Financial Summary," on page 22 of Exhibit 99 hereto, and on page 22 of Appendix B of the Proxy Statement, incorporated herein by reference. ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION. This information appears under "Financial Review," on pages 1 through 5 of Exhibit 99 hereto, and on pages 1 through 5 of Appendix B of the Proxy Statement, incorporated herein by reference. ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. This information appears under "Market Risk" in the "Management's Discussion and Analysis," on pages 3 through 4 of Exhibit 99 hereto, and on pages 3 through 4 of Appendix B of the Proxy Statement, incorporated herein by reference. ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA. These statements and data appear on pages 6 through 21 of Exhibit 99 hereto, and on pages 6 through 21 of Appendix B of the Proxy Statement, incorporated herein by reference. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE. None PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT. Information required by this item is incorporated by reference to the Company's definitive proxy statement pursuant to Regulation 14A which will be filed with the Commission not later than 120 days after the close of the fiscal year ended December 31, 2000. ITEM 11. EXECUTIVE COMPENSATION. Information required by this item is incorporated by reference to the Company's definitive proxy statement pursuant to Regulation 14A which will be filed with the Commission not later than 120 days after the close of the fiscal year ended December 31, 2000. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT. Information required by this item is incorporated by reference to the Company's definitive proxy statement pursuant to Regulation 14A which will be filed with the Commission not later than 120 days after the close of the fiscal year ended December 31, 2000. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS. Information required by this item is incorporated by reference to the Company's definitive proxy statement pursuant to Regulation 14A which will be filed with the Commission not later than 120 days after the close of the fiscal year ended December 31, 2000. PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K. (a) 1. FINANCIAL STATEMENTS Consolidated Financial Statements and Independent Auditors' Report included in Exhibit 99 hereto, and in Appendix B of the Proxy Statement, incorporated herein by reference: Consolidated Statements of Income for each of the three years in the period ended December 31, 2000 Consolidated Balance Sheets as of December 31, 2000 and 1999 Consolidated Statements of Cash Flow for each of the three years in the period ended December 31, 2000 Consolidated Statements of Stockholders' Equity for each of the three years in the period ended December 31, 2000 Notes to Financial Statements Independent Auditors' Report (a) 2. FINANCIAL STATEMENT SCHEDULE Included in Part IV of this report: Independent Auditors' Report on Schedule For each of the three years in the period ended December 31, 2000: Schedule II - Valuation and Qualifying Accounts Other schedules are omitted because of the absence of conditions under which they are required or because the required information is given in the financial statements or notes thereto. (a) 3. EXHIBITS (3) (a) Restated Certificate of Incorporation including amendments has previously been filed with the Securities and Exchange Commission on the Company's Form 10-K for the year ended December 31, 1989, (Commission file no. 1-10585) which is incorporated by reference. (b) By-Laws have previously been filed with the Securities and Exchange Commission on the Company's Form 10-K for the year ended December 31, 1985, (Commission file no. 1-10585) which is incorporated herein by reference. (4) The Company is party to a Loan Agreement dated May 31, 1991 with the New Jersey Economic Development Authority. The principal amount of the loan thereunder is less than ten percent of the Company's consolidated assets. The Company will furnish a copy of said agreement to the Commission upon request. (10) (a) Supply Agreement between Church & Dwight Co., Inc. and ALCAD Partnership for supply of soda ash. This document is not attached hereto but has been separately submitted to the Securities and Exchange Commission which has approved the Company's application under rule 24b-2 for privileged and confidential treatment thereof. (b) Limited Liability Company Operation Agreement of Armus, LLC, dated as of June 14, 2000, between Church & Dwight Co., Inc. and USA Detergents, Inc. This document has been previously filed with the Securities and Exchange Commission on the Company's Quarterly Report on Form 10-Q, filed on August 14, 2000 and was approved under rule 24b-2 for priviliged and confidential treatment thereof. (c) Stock Purchase Agreement dated as of June 14, 2000, among USA Detergents, Inc., Church & Dwight Co., Inc. and Frederick R. Adler. This document has been previously filed with the Securities and Exchange Commission on the Company's Quarterly Report on Form 10-Q, filed on August 14, 2000. COMPENSATION PLANS AND ARRANGEMENTS (d) Indemnification Agreement for directors, and certain officers, employees, agents and fiduciaries, which was approved by stockholders at the Annual Meeting of Stockholders on May 7, 1987, and was included in the Company's definitive Proxy Statement dated April 6, 1987, (Commission file no. 1-10585) which is incorporated herein by reference. (e) Shareholder Rights Agreement dated August 27, 1999, between Church & Dwight Co., Inc. and ChaseMellon Shareholder Services, L.L.C., has been previously filed on August 31, 1999 with the Securities and Exchange Commission on the Company's Form 8-K, (Commission file no. 1-10585) which is incorporated herein by reference. (f) The Company's 1983 Stock Option Plan, which was approved by stockholders at the Annual Meeting of Stockholders on May 5, 1983, and was included in the Company's definitive Proxy Statement dated April 4, 1983, (Commission file no. 1-10585) which is incorporated herein by reference. g) Restricted Stock Plan for Directors which was approved by stockholders at the Annual Meeting of Stockholders on May 7, 1987, and was included in the Company's definitive Proxy Statement dated April 6, 1987, (Commission file no. 1-10585) which is incorporated herein by reference. (h) Church & Dwight Co., Inc. Executive Deferred Compensation Plan, effective as of June 1, 1997, (Commission file no. 1-10585) which is incorporated herein by reference. (i) Deferred Compensation Plan for Directors has previously been filed with the Securities and Exchange Commission on the Company's Form 10-K for the year ended December 31, 1987, (Commission file no. 1-10585) which is incorporated herein by reference. (j) Employment Service Agreement with Senior Management of Church & Dwight Co., Inc. has previously been filed with the Securities and Exchange Commission on the Company's Form 10-K for the year ended December 31, 1990, (Commission file no. 1-10585) which is incorporated herein by reference. (k) The Stock Option Plan for Directors which was approved by stockholders in May 1991, authorized the granting of options to non-employee directors. The full text of the Church & Dwight Co.,Inc. Stock Option Plan for Directors was contained in the definitive Proxy Statement filed with the Commission on April 2, 1991, (Commission file no. 1-10585) which is incorporated herein by reference. (l) A description of the Company's Incentive Compensation Plan has previously been filed with the Securities and Exchange Commission on the Company's Form 10-K for the year ended December 31, 1992, (Commission file no. 1-10585) which is incorporated herein by reference. (m) Church & Dwight Co., Inc. Executive Stock Purchase Plan has previously been filed with the Securities and Exchange Commission on the Company's Form 10-K for the year ended December 31, 1993, (Commission file no. 1-10585) which is incorporated herein by reference. (n) The 1994 Incentive Stock Option Plan has previously been filed with the Securities and Exchange Commission on the Company's Form 10-K for the year ended December 31, 1994, (Commission file no. 1-10585) which is incorporated herein by reference. (o) The Compensation Plan for Directors, which was approved by stockholders at the Annual Meeting of Stockholders on May 9, 1996, and was included in the Company's definitive Proxy Statement filed with the Commission on April 1, 1996, (Commission file no. 1-10585) which is incorporated herein by reference. *(11) Computation of earnings per share. *(13) 2000 Annual Report to Stockholders. *(21) List of the Company's subsidiaries. *(23) Consent of Independent Auditor. *(27) Financial Data Schedule. *(99) Financial Statements. (b) REPORTS ON FORM 8-K No reports on Form 8-K were filed during the fourth quarter of the year ended December 31, 2000. Copies of exhibits will be made available upon request and for a reasonable charge. - ------------------------------------------------------------------------------- *filed herewith INDEPENDENT AUDITORS' REPORT To The Board of Directors and Stockholders of Church & Dwight Co., Inc. Princeton, New Jersey We have audited the consolidated financial statements of Church & Dwight Co., Inc. and subsidiaries as of December 31, 2000 and 1999, and for each of the three years in the period ended December 31, 2000, and have issued our report thereon dated February 23, 2001; such consolidated financial statements and report are included elsewhere in this Form 10-K. Our audits also included the consolidated financial statement schedule of Church & Dwight Co., Inc. and subsidiaries, listed in Item 14. This consolidated financial statement schedule is the responsibility of the Company's management. Our responsibility is to express an opinion based on our audits. In our opinion, such consolidated financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly in all material respects the information set forth therein. DELOITTE & TOUCHE LLP Parsippany, New Jersey February 23, 2001 CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS (In thousands)
2000 1999 1998 - ------------------------------------------------------------------------------------------------------------------------------ ALLOWANCE FOR DOUBTFUL ACCOUNTS: Balance at beginning of year $1,552 $1,579 $1,532 - ------------------------------------------------------------------------------------------------------------------------------ Additions: Charged to expenses and costs 700 200 435 Acquisition of subsidiary - 122 - - ------------------------------------------------------------------------------------------------------------------------------ 700 322 435 Deductions: Amounts written off 190 348 387 Foreign currency translation adjustments 10 1 1 - ------------------------------------------------------------------------------------------------------------------------------ 200 349 388 - ------------------------------------------------------------------------------------------------------------------------------ BALANCE AT END OF YEAR $2,052 $1,552 $1,579 - ------------------------------------------------------------------------------------------------------------------------------
CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES EXHIBIT 11 - COMPUTATION OF EARNINGS PER SHARE (In thousands except per share amounts)
2000 1999 1998 - ------------------------------------------------------------------------------------------------------------------------------------ BASIC: Net Income $33,559 $45,357 $30,289 Weighted average shares outstanding 38,321 38,792 38,734 Basic earnings per share $0.88 $1.17 $0.78 DILUTED: Net Income $33,559 $45,357 $30,289 Weighted average shares outstanding 38,321 38,792 38,734 Incremental shares under stock option plans 1,612 2,251 1,316 - ------------------------------------------------------------------------------------------------------------------------------------ Adjusted weighted average shares outstanding 39,933 41,043 40,050 - ------------------------------------------------------------------------------------------------------------------------------------ Diluted earnings per share $0.84 $1.11 $0.76
CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES EXHIBIT 21 LIST OF THE COMPANY'S SUBSIDIARIES 1) Church & Dwight Ltd./Ltee Incorporated in Canada 2) C & D Chemical Products, Inc. Incorporated in the State of Delaware, D/B/A Armand Products Company, a Partnership 3) Brotherton Speciality Products Ltd. Incorporated in the United Kingdom 4) Industrias Bicarbon De Venezuela, S.A. - Ceased operation December 1998 5) Quimica Geral do Nordeste S.A. (QGN) Incorporated in Brazil (75% Interest) The Company's remaining subsidiaries, if considered in the aggregate as a single subsidiary, would not constitute a significant subsidiary as of December 31, 2000. INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in Registration Statements No. 33-60149, 33-60147, 33-24553, 33-6150 and 33-44881 on Form S-8 of our reports dated February 23, 2001 included in the Annual Report on Form 10-K of Church & Dwight Co., Inc. for the year ended December 31, 2000. DELOITTE & TOUCHE LLP Parsippany, New Jersey March 9 , 2001 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on February 28, 2001. CHURCH & DWIGHT CO., INC. By: /s/ Robert A. Davies, III ------------------------- Robert A. Davies, III Chairman and Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. /s/ Robert A. Davies, III Chairman and February 28, 2001 - ------------------------- Robert A. Davies, III Chief Executive Officer /s/ Zvi Eiref Vice President Finance and February 28, 2001 - ------------------------- Zvi Eiref Chief Financial Officer (Principal Financial Officer) /s/ Gary P. Halker Vice President, Controller and February 28, 2001 - ------------------------- Gary P. Halker Chief Information Officer (Principal Accounting Officer) Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. /s/ William R. Becklean Director February 28, 2001 - ----------------------- William R. Becklean /s/ Robert H. Beeby Director February 28, 2001 - ------------------- Robert H. Beeby /s/ Robert A. Davies, III Chairman February 28, 2001 - ------------------------- Robert A. Davies, III /s/ Rosina B. Dixon, M.D. Director February 28, 2001 - ------------------------- Rosina B. Dixon, M.D. /s/ J. Richard Leaman, Jr. Director February 28, 2001 - -------------------------- J. Richard Leaman, Jr. /s/ Robert D. LeBlanc Director February 28, 2001 - --------------------- Robert D. LeBlanc /s/ John D. Leggett, III, Ph.D Director February 28, 2001 - ------------------------------ John D. Leggett, III, Ph.D. /s/ John F. Maypole Director February 28, 2001 - ------------------- John F. Maypole /s/ Robert A. McCabe Director February 28, 2001 - -------------------- Robert A. McCabe /s/ Dwight C. Minton Chairman Emeritus February 28, 2001 - -------------------- Dwight C. Minton /s/ Burton B. Staniar Director February 28, 2001 - --------------------- Burton B. Staniar /s/ John O. Whitney Director February 28, 2001 - ------------------- John O. Whitney EX-99 2 0002.txt FINANCIAL REVIEW EXHIBIT 99 FINANCIAL REVIEW The Financial Review discusses the Company's performance for 2000 and compares it to previous years. This Review is an integral part of the Annual Report and should be read in conjunction with all other sections. 2000 COMPARED TO 1999 Net Sales - --------- Net sales increased by $55.5 million or 7.5% to $795.7 million, compared to $740.2 million in the previous year. The majority of this increase was due to growth in the Consumer Products business. These net sales have been impacted by the Company adopting EITF 00-10, "Accounting for Shipping and Handling Fees and Costs" which resulted in an increase in net sales and cost of sales for the full year 2000 and 1999 of $9.9 million and $10.1 million, respectively. The EITF, however, did not affect net income for either period. Consumer Products were up 8.0% led by the addition of the CLEAN SHOWER and SCRUB FREE brands acquired in late 1999, and strong growth in cat litters and liquid laundry detergent. These sales gains were partially offset by lower deodorant and gum sales. The prior year's results reflected a 4.8% increase from strong growth in ARM & HAMMER SUPER SCOOP Cat litter, increased sales for the first full year of ARM & HAMMER ADVANCE WHITE toothpaste, partially offset by lower sales of ARM & HAMMER DENTAL CARE Gum. Specialty Products were up 5.5% due largely to the first full year consolidation of QGN, the Company's 75% owned Brazilian subsidiary. Last year's sales increased 15.7% due to the partial year consolidation of QGN and strong sales of animal nutrition products that were partially offset by the de-consolidation of the Specialty Cleaners business, which is accounted for on the equity method in 1999 following the formation of the ArmaKleen Company as a 50% owned affiliate. Operating Costs - --------------- The Company's gross margin decreased to 43.4% from 44.0% in the prior year. Major favorable factors included cost efficiencies obtained through the consolidation of personal care product manufacturing following the Greenville plant shutdown in 1999; the elimination of co-packers to meet higher than expected order requirements in 1999; and more direct plant shipments which reduced overall distribution costs. This favorable margin improvement, however, was more than offset by approximately $ 2 million of additional depreciation and inventory and equipment relocation costs associated with the Syracuse plant shutdown following the announcement of the formation of the ARMUS joint venture with USA Detergents; higher raw and packaging materials for consumer products; and, a less favorable product mix. Advertising, consumer and trade promotion expenses increased $2.5 million to $178.6 million. Higher advertising of deodorizing products, particularly for cat litter, together with higher trade promotion expenses associated with the bathroom cleaners acquired late in 1999, were partially offset by lower consumer promotion expenses. Selling, general and administrative expenses increased $5.7 million. Major factors contributing to this increase included higher personnel and outside service costs in support of new business initiatives, the latter of which primarily involved higher information systems work in preparation for electronic commerce capabilities; the full year amortization of intangibles relating to the bathroom cleaners acquisitions, and the full year inclusion of the Brazilian subsidiary. These increases were partially offset by lower selling expenses as the Company combined its sales force with USA Detergents as a first step in making ARMUS operational, supported by a single national broker organization, and a lower deferred compensation liability. During the third quarter of 2000, as a step in implementing the ARMUS joint venture, the Company announced that it will close its Syracuse plant in early 2001, and recorded a pre-tax charge of $21.9 million. In early 1999, the Company sold most of its trona mineral leases in Wyoming for approximately $22.5 million, resulting in a one-time gain of approximately $11.8 million. The Company recorded a pre-tax charge of $6.6 million for impairment and certain other items related to a planned plant shutdown late in 1999, which included the rationalization of both toothpaste and powder laundry detergent production. Other Income and Expenses - ------------------------- The decrease in equity in earnings of affiliates is due to lower competitive pricing on higher unit volume of Armand Products which combined with higher costs, resulted in a $2 million reduction in our profitability. The remaining decrease is mostly attributable to the ArmaKleen Company, a joint venture with the Safety-Kleen Company, the latter of which filed for chapter 11 during the second quarter of 2000. This caused the ArmaKleen Company to record a $1.4 million charge, half of which resulted in a reduction in our profitability. Should the Safety-Kleen Company be unable to emerge from Chapter 11, the results of operations and financial position of the Armakleen Company would be adversely affected. Investment income increased mostly due to the receipt of interest on an outstanding note receivable, which was finally collected mid-year. Although the Company substantially reduced its outstanding debt position from the beginning of the year following the bathroom cleaners acquisition in late 1999, higher average outstanding debt coupled with higher interest rates in 2000 resulted in an increase in interest expense. Taxation - -------- The effective tax rate for 2000 was 35.1%, compared to 36.9% in the previous year. The lower effective rate in 2000 is primarily due to a lower effective state rate and lower taxes related to foreign activity. Net Income and Earnings Per Share - --------------------------------- The Company's net income for 2000 was $33.6 million, equivalent to diluted earnings of $.84 per share, compared to $45.4 million or $1.11 per share in 1999. 1999 COMPARED TO 1998 Net Sales - --------- Net sales increased by $47.5 million or 6.9% to $740.2 million, compared to $692.7 million in the previous year. The majority of this increase was due to growth in the Consumer Products business. The impact of the previously mentioned EITF was an increase in sales and cost of sales for 1999 and 1998 of $10.2 million and $8.3 million, respectively. The EITF, however, did not affect net income for either period. Consumer Products were up 4.8% led by strong growth in deodorizing products, particularly ARM & HAMMER SUPER SCOOP Cat Litter, and increased toothpaste sales resulting from the introduction of the ARM & HAMMER ADVANCE WHITE product line in late 1998, partially offset by lower sales of ARM & HAMMER DENTAL CARE Gum. Last year's results reflected a 22.0% increase in consumer product sales relating to the introduction of two major new products introduced in late 1997 and early 1998, ARM & HAMMER SUPER SCOOP Cat Litter and ARM & HAMMER DENTAL CARE Gum. Specialty Products were up 15.7% due largely to the inclusion of QGN, the Company's 75% owned Brazilian subsidiary, whose results are now consolidated, and strong sales of animal nutrition products, particularly MEGALAC Rumen Bypass Fat. These increases were partially offset by the de-consolidation of the Specialty Cleaners business which is accounted for on the equity method in 1999 following the formation of the ArmaKleen Company as a 50% owned affiliate. Operating Costs - --------------- The Company's gross margin decreased slightly to 44.0% from 44.1% in the prior year. Major favorable factors included lower direct manufacturing costs, particularly in the form of lower material costs, and improved distribution efficiencies. This margin improvement, however, was more than offset by the inclusion of the Brazilian subsidiary, the shift in the high margin specialty cleaning business from having its results fully consolidated in 1998 to being accounted for as an equity investment in 1999, and the use of co-packers to meet higher than expected order requirements. The one-time acquisition related inventory costs of the CLEAN SHOWER and SCRUB FREE brands also contributed to gross margin decline in 1999. Advertising, consumer and trade promotion expenses decreased $6.1 million to $176.1 million. The most significant factor behind this decrease is lower expenses in support of the oral and personal care product line, compared to the previous year which included introductory costs of ARM & HAMMER DENTAL CARE Gum. This reduction in expenses was partially offset by higher promotional support behind the deodorizing product line and the introduction of ARM & HAMMER SUPER STOP, the Company's first entry into the traditional clay cat litter market. Selling, general and administrative expenses increased $5.2 million. Major factors contributing to this increase included higher brokerage expenses related to higher sales, higher personnel and outside service costs in support of new business initiatives, the inclusion of the Brazilian subsidiary, and higher net costs of information systems, as less of these expenditures qualified for capitalization in 1999. These increases were partially offset by the reorganization of the Specialty Cleaners business in 1999. In early 1999, the Company sold most of its trona mineral leases in Wyoming for approximately $22.5 million, resulting in a one-time gain of approximately $11.8 million. The Company recorded a pre-tax charge of $6.6 million for impairment and certain other items related to a planned plant shutdown late in 1999, which included the rationalization of both toothpaste and powder laundry detergent production. Other Income and Expenses - ------------------------- The increase in equity in earnings of affiliates is due to the formation of the ArmaKleen Company as a 50% affiliate, which product lines prior to this year were fully consolidated in the Specialty Cleaners business. The Company also benefited from a $.4 million additional contribution from our Brazilian subsidiary during the period of 1999 that the Company owned only 40%, and did not consolidate this subsidiary. The Armand Products Company saw a 7.5% sales decline driven by an increase of imports and domestic production of video glass. Although manufacturing cost reductions were obtained, our profitability in this business declined by approximately $.6 million. Investment income was lower than a year ago as a result of a lower amount of average cash available for investment. Other expenses in 1998 were largely the result of foreign exchange losses, which included translation losses incurred by our Venezuelan subsidiary due to the devaluation of the local currency. Although average domestic debt outstanding during 1999 was lower than the prior year, interest expense was up slightly because of the debt service costs of the Brazilian subsidiary. Taxation - -------- The effective tax rate for 1999 was 36.9%, compared to 34.4% in the previous year. The lower effective rate in 1998 is primarily due to the utilization of tax losses of our Venezuelan subsidiary that could not be utilized in prior years. Net Income and Earnings Per Share - --------------------------------- The Company's net income for 1999 was $45.4 million, equivalent to diluted earnings of $1.11 per share, compared to $30.3 million or $.76 per share in 1998. LIQUIDITY AND CAPITAL RESOURCES - ------------------------------- The Company's balance sheet was strong at both the 2000 and 1999 year-end. The net debt position, after deducting cash and short-term investments, decreased to $9.4 million at December 31, 2000 from $60.6 million at December 31, 1999. In 2000, operating cash flow was an exceptionally strong $102.8 million. Major factors contributing to the cash flow from operating activities included higher operating earnings before non-cash charges for depreciation and amortization, and the non-cash write-off costs associated with the Syracuse plant shutdown. Operating cash flow was further enhanced by effective use of working capital as inventories decreased by $17.1 million, accounts payable increased by $20.3 million, and accounts receivable increased by less than $1 million in a year where sales increased by 7.5%. Operating cash flow was used for financing activities to reduce outstanding debt by $50.0 million, purchase $20.5 million of treasury stock, and pay cash dividends of $10.7 million. Operating cash flow was also used to invest in USA Detergents common stock of $10.4 million, and to fund capital expenditures of $21.8 million. The Company has a total debt-to-total capitalization ratio of approximately 13%. At December 31, 2000 the Company had $96 million of additional domestic borrowing capacity available through short-term lines of credit and its revolving credit agreement. Capital expenditures in 2001 are expected to approximate the level of depreciation and amortization. Management believes that operating cash flow, coupled with the Company's access to credit markets, will be more than sufficient to meet the anticipated cash requirements for the coming year. In 1999, operating cash flow was $64.0 million. The most significant factor contributing to the cash flow from operating activities was the higher operating earnings before non-cash charges for depreciation and amortization. Operating cash flow together with the proceeds from the sale of mineral rights and additional net borrowings of $30.0 million, were used to acquire the CLEAN SHOWER and SCRUB FREE brands, and to increase our investment in the Brazilian subsidiary to a 75% majority owned position. Cash flow was also used to fund significant capital expenditures associated mainly with the reformulated powder laundry detergent manufacturing process at Green River, toothpaste and gum manufacturing capabilities at Lakewood, and the expansion of Megalac capacity at Old Fort. Other major uses of cash included the payment of cash dividends and the purchase of $9.1 million of treasury stock. OTHER ITEMS Market Risk Interest Rate Risk - ------------------ The Company has available short-term unsecured lines of credit with several banks. The Company's primary domestic line of credit is $70 million, of which $10 million was utilized as of December 31, 2000; and $50 million of a revolving credit agreement of which $14 million was utilized at December 31, 2000. The weighted average interest rate on these borrowings at December 31, 2000 was approximately 6.6%. The Company entered into interest rate swap agreements to reduce the impact in interest rates on this debt. The swap agreements are contracts to exchange floating rate for fixed interest rate payments periodically over the life of the agreements without the exchange of the underlying notional amounts. As of December 31, 2000, the Company entered into agreements for a notional amount of $20 million, swapping debt with a three month LIBOR rate for a fixed rate that averages 7.2%. As a result, the swap agreements eliminate the variability of interest expense for that portion of the Company's debt. However, a drop of 10% in interest rates would result in an immaterial payment under the swap agreement in excess of what would have been paid based on the variable rate. The Company's domestic operations and its Brazilian subsidiary have short and long term debts that are floating rate obligations. If the floating rate was to change by 10% from the December 31, 2000 level, annual interest expense associated with the floating rate debt would be immaterial. Foreign Currency - ---------------- The Company is subject to exposure from fluctuations in foreign currency exchange rates, primarily U.S. Dollar/British Pound, U.S. Dollar/Japanese Yen, U.S. Dollar/Canadian Dollar and U.S. Dollar/Brazilian Real. The Company enters into forward exchange contracts to hedge anticipated but not yet committed sales denominated in the Canadian dollar, the British pound and the Japanese Yen. The terms of these contracts are for periods of under 12 months. The purpose of the Company's foreign currency hedging activities is to protect the Company from the risk that the eventual dollar net cash inflows from the sale of products to foreign customers will be adversely affected by changes in exchange rates. The amount outstanding at December 31,2000 and 1999 of "sell" contracts, translated into U.S. dollars using the rates current at the reporting date, were $56,000 and $3,944,000, respectively. At December 31,2000, the Company had an immaterial unrealized gain and an immaterial unrealized loss at December 31,1999. Had there been a 10% change in the value of the underlying foreign currency, the effect on these contracts would still have been immaterial. The Company is also subject to translation exposure of the Company's foreign subsidiary's financial statements. A hypothetical change in the exchange rates for the U.S. Dollar to the Canadian Dollar, the British Pound and the Brazilian Real from those at December 31,2000 and 1999, would result in an annual currency translation gain or loss of approximately $.3 million in 2000 and $.6 million in 1999. New Accounting Pronouncement - ---------------------------- The Company recognizes revenue when product is shipped to trade customers. The Company has reviewed SEC Staff Accounting Bulletin No. 101, Revenue Recognition in Financial Statements, issued in December 1999, and has determined it will not have a material effect on the Company's consolidated financial statements. During the third quarter, the Emerging Issues Task Force issued EITF 00-10, "Accounting for Shipping and Handling Fees and Costs". This EITF issue addresses income statement classification of amounts charged to customers for shipping and handling, as well as costs incurred related to shipping and handling. The EITF requires amounts invoiced to customers be included as part of revenue. The related expense is classified in cost of sales. The Company's Specialty Products Division previously offset amounts charged to customers in cost of sales. This reclassification amounted to $9.9 million, $10.1 million and $8.3 million in 2000, 1999 and 1998, respectively. The EITF issue was effective for the fourth quarter 2000 and there is no net income impact. Financial information contained elsewhere in these financial statements has been restated. In June 1998, The Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 133 ("SFAS 133") "Accounting for Derivative Instruments and Hedging Activities." This Statement requires that all derivatives be recorded in the balance sheet as either an asset or liability measured at fair value. The Statement requires that changes in a derivative's fair value be recognized currently in earnings unless specific hedge accounting criteria are met. In June 1999, the FASB issued SFAS No. 137 which deferred the effective date of adoption of SFAS No. 133 for one year. The Company will adopt SFAS No. 133 in the 2001 financial statements. The Company has evaluated this Statement and has determined there will not be a material impact on the Company's consolidated financial statements. Competitive Environment - ----------------------- The Company operates in highly competitive consumer-product markets, in which cost efficiency and innovation are critical to success. Most of the Company's laundry and household cleaning products are sold as value brands, which makes their cost position most important. To stay competitive in this category, the Company announced it was forming a joint venture with USA Detergents which will combine both laundry detergent businesses. The new venture, named Armus LLC, encompasses Church & Dwight's ARM & HAMMER Powder and Liquid Laundry Detergents and USA Detergent's XTRA Powder and Liquid Detergents and NICE `N FLUFFY Liquid Fabric Softener brands. The Armus joint venture became operational on January 1, 2001, creating the third largest entity in the $6 billion U.S. laundry detergent business with sales of around $400 million. The Company expects the synergies from the venture to potentially reach an annual rate of $15 million a year once the venture is fully operational in late 2001, of which the Company's share is approximately 60%. In achieving the synergies, the Company expects to incur approximately $3 million, or $0.05 per share, in additional depreciation and Armus start-up costs before the full synergies are realized, which means that the venture will only be slightly accretive to earnings in 2001. The Company has been very successful in recent years in entering the oral care and personal care and deodorizing businesses using the unique strengths of its ARM & HAMMER trademark and baking soda technology. These are highly innovative markets, characterized by a continuous flow of new products and line extensions, and requiring heavy advertising and promotion. In the toothpaste category, the Company introduced, early in 1999, ARM & HAMMER ADVANCE WHITE, a new product line based on the whitening power of baking soda in combination with other ingredients and, late in the year, ARM & HAMMER PM, the first toothpaste specifically formulated for nighttime oral care. These two products, for the second year in a row, were responsible for our toothpaste being the fastest growing brand in its category, and moving to the #4 brand in the U.S. Several new products and line extensions in oral care introduced during the final quarter of the year, in particular ARM & HAMMER Sensation toothpaste and ARM & HAMMER Kids Gum, should reach broad national distribution during the first quarter of 2001. Because of the continued sell-in of these products, along with the introduction of ARM & HAMMER Advance White Gum, the Company anticipates marketing spending levels will remain high in 2001. The major activity in the deodorizing product line for 2000 was the continued growth of the SUPER SCOOP Cat Litter, which is the #3 brand in the scoopable segment. Late in the 1999, the Company introduced ARM & HAMMER SUPER STOP Clay Litter into the traditional clay segment. This product met with intense competitive reaction during its launch, and will have to be supported through a combination of pricing actions, advertising and consumer promotion during 2001. In the final quarter of 2000, the Company introduced a line extension in the deodorizing area: ARM & HAMMER Shaker Baking Soda, and in early 2001, ARM & HAMMER Vacuum Free Foam Carpet Deodorizer, a companion product to ARM & HAMMER Carpet & Room Deodorizer. These introductions usually involve heavy marketing costs in the year of launch, and the eventual success of these line extensions will not be known for some time. In the Specialty Products business, competition within the two major product categories, sodium bicarbonate and potassium carbonate, remained intense in 2000. Sodium bicarbonate sales have been impacted for several years by a nahcolite-based sodium bicarbonate manufacturer, which has been operating at the lower end of the business and is making an effort to enter the higher end. Late in 2000, a new challenge emerged with the entry of another competitor into the industrial sodium bicarbonate business. This competitor, a subsidiary of a major natural resources company, is using a new solution mining technology which is capable of adding significant capacity to an already over-supplied market. If the technology is successful, it will tend to intensify competition even further in this market. To strengthen its competitive position, the Company has completed the modernization of its Green River facility to provide better availability of specialized grades, and has increased its production capacity at Old Fort. The Company is also increasing its R & D spending on health care, food processing and other high-end applications, as well as alternative products to compete with the lower end of the market. As for potassium carbonate, the Company expects imports of video glass and production from domestic suppliers to affect U.S. demand in 2001 as it did in 2000. During the year, the Company continued to pursue opportunities to build a specialized industrial cleaning business using our aqueous-based technology. In early 1999, the Company extended its alliance with Safety-Kleen Corp. to build a specialty cleaning products business based on our technology and their sales and distribution organization. The second year of this alliance was impacted by Safety-Kleen's financial difficulties leading to a Chapter 11 filing in June, and a major reorganization implemented during the second half of the year. While this opportunity holds great promise, the outcome will not be known for some time. CAUTIONARY NOTE ON FORWARD-LOOKING STATEMENTS This Annual Report contains forward-looking statements relating, among others, to financial objectives, sales growth and cost improvement programs. Many of these statements depend on factors outside the Company's control, such as economic conditions, market growth and consumer demand, competitive products and pricing, raw material costs and other matters. With regard to new product introductions, there is particular uncertainty related to trade, competitive and consumer reactions. If the Company's assumptions are incorrect, or there is a significant change in some of these key factors, the Company's performance could vary materially from the forward-looking statements in this Report. - --------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------ Common Stock Price Range and Dividends 2000 1999 ----------------------------------- ----------------------------------- Low High Dividend Low High Dividend .................................................................................................................................... 1st Quarter $ 14.69 $ 27.75 $ 0.07 $ 16.50 $ 22.81 $0.06 2nd Quarter 16.00 20.88 0.07 19.03 23.13 0.06 3rd Quarter 15.63 19.63 0.07 20.56 25.50 0.07 4th Quarter 17.00 23.56 0.07 23.13 30.19 0.07 .................................................................................................................................... Full Year $ 14.69 $ 27.75 $ 0.28 $ 16.50 $ 30.19 $0.26 - ------------------------------------------------------------------------------------------------------------------------------------
Based on composite trades reported by the New York Stock Exchange. Approximate number of holders of Church & Dwight's Common Stock as of December 31, 2000: 10,000. CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES Consolidated Statements of Income (Dollars in thousands, except per share data)
Year ended December 31, 2000 1999 1998 - ------------------------------------------------------------------------------------------------------------------------------------ Net Sales $ 795,725 $740,181 $692,701 Cost of sales 450,321 414,486 386,912 .................................................................................................................................... Gross Profit 345,404 325,695 305,789 Advertising, consumer and trade promotion expenses 178,614 176,123 182,206 Selling, general and administrative expenses 92,718 87,047 81,824 Impairment and other items 21,911 6,617 2,766 Gain on sale of mineral rights - (11,772) - Sale of technology - - (3,500) .................................................................................................................................... Income from Operations 52,161 67,680 42,493 Equity in earnings of affiliates 3,011 6,366 5,276 Investment earnings 2,032 1,216 1,348 Other income (expense) (187) 201 (278) Interest expense (4,856) (2,760) (2,653) .................................................................................................................................... Income before taxes 52,161 72,703 46,186 Income taxes 18,315 26,821 15,897 Minority interest; net of taxes 287 525 - - ------------------------------------------------------------------------------------------------------------------------------------ Net Income $ 33,559 $ 45,357 $ 30,289 - ------------------------------------------------------------------------------------------------------------------------------------ Weighted average shares outstanding (in thousands) - Basic 38,321 38,792 38,734 Weighted average shares outstanding (in thousands) - Diluted 39,933 41,043 40,050 - ------------------------------------------------------------------------------------------------------------------------------------ Net Income Per Share - Basic $ .88 $ 1.17 $ .78 Net Income Per Share - Diluted $ .84 $ 1.11 $ .76 - ------------------------------------------------------------------------------------------------------------------------------------ See Notes to Consolidated Financial Statements.
CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES Consolidated Balance Sheets (Dollars in thousands, except per share data)
December 31, 2000 1999 - ------------------------------------------------------------------------------------------------------------------------------------ Assets - ------------------------------------------------------------------------------------------------------------------------------------ Current Assets Cash and cash equivalents $ 21,573 $19,765 Short-term investments 2,990 4,000 Accounts receivable, less allowances of $2,052 and $1,552 64,958 64,505 Inventories 55,165 72,670 Deferred income taxes 11,679 8,221 Prepaid expenses 6,162 6,622 .................................................................................................................................... Total Current Assets 162,527 175,783 .................................................................................................................................... Property, Plant and Equipment (Net) 168,570 182,219 Notes Receivable - 3,000 Equity Investment in Affiliates 19,416 20,177 Long-term Supply Contracts 8,152 4,105 Goodwill and Other Intangibles 83,974 83,744 Other Assets 12,993 7,278 .................................................................................................................................... Total Assets $ 455,632 $476,306 - ------------------------------------------------------------------------------------------------------------------------------------ Liabilities and Stockholders' Equity - ------------------------------------------------------------------------------------------------------------------------------------ Current Liabilities Short-term borrowings $ 13,178 $25,574 Accounts payable and accrued expenses 129,268 106,109 Current portion of long-term debt 685 685 Income taxes payable 6,007 8,240 .................................................................................................................................... Total Current Liabilities 149,138 140,608 .................................................................................................................................... Long-term Debt 20,136 58,107 Deferred Income Taxes 17,852 20,416 Deferred and Other Long-term Liabilities 15,009 11,860 Nonpension Postretirement and Postemployment Benefits 15,392 15,145 Minority Interest 3,455 3,437 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 22,514 18,356 Retained earnings 276,700 253,885 Accumulated other comprehensive (loss) (9,389) (4,599) .................................................................................................................................... 336,486 314,303 Common stock in treasury, at cost: 8,283,086 shares in 2000 and 7,805,152 shares in 1999 (101,836) (87,021) Due from shareholder - (549) .................................................................................................................................... Total Stockholders' Equity 234,650 226,733 .................................................................................................................................... Total Liabilities and Stockholders' Equity $ 455,632 $ 476,306 - ------------------------------------------------------------------------------------------------------------------------------------ See Notes to Consolidated Financial Statements.
CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES Consolidated Statements of Cash Flow (Dollars in thousands)
Year ended December 31, 2000 1999 1998 - ------------------------------------------------------------------------------------------------------------------------------------ Cash Flow From Operating Activities - ------------------------------------------------------------------------------------------------------------------------------------ Net Income $ 33,559 $ 45,357 $30,289 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion and amortization 23,454 19,256 16,503 Disposal of assets 15,266 5,490 3,554 Equity in earnings of affiliates (3,011) (6,366) (5,276) Deferred income taxes (4,067) 1,888 (133) Gain on sale of mineral rights - (11,772) - Other (151) 403 90 Change in assets and liabilities: (Increase) decrease in accounts receivable (923) 2,661 (15,545) Decrease (increase )in inventories 17,110 (5,601) 2,053 (Increase) decrease in prepaid expenses (618) (1,235) 455 Increase in accounts payable 20,377 4,513 6,143 Increase in income taxes payable 291 3,426 6,521 Increase in other liabilities 1,472 6,025 3,505 .................................................................................................................................... Net Cash Provided by Operating Activities 102,759 64,045 48,159 Cash Flow From Investing Activities - ------------------------------------------------------------------------------------------------------------------------------------ Decrease (increase) in short-term investments 1,009 (1,958) 1,951 Additions to property, plant and equipment (21,825) (33,112) (27,123) Purchase of USA Detergent common stock (10,384) - - Distributions from affiliates 4,132 3,354 4,756 Investment in affiliates, net of cash acquired (360) (9,544) (360) Purchase of other assets (2,321) (4,404) (1,995) Proceeds from note receivable 3,000 6,869 4,131 Purchase of supply contract (2,500) - (2,750) Other 2,058 - - Proceeds from sale of mineral rights - 16,762 - Purchase of new product lines - (54,826) (7,038) Investment in note receivable - - (3,000) Acquisition of manufacturing facility - - (9,014) .................................................................................................................................... Net Cash Used in Investing Activities (27,191) (76,859) (40,442) Cash Flow From Financing Activities - ------------------------------------------------------------------------------------------------------------------------------------ (Repayments) proceeds from short-term borrowing (12,166) 5,349 (13,500) Proceeds from stock options exercised 7,465 6,679 3,770 Purchase of treasury stock (20,484) (9,116) (10,269) Payment of cash dividends (10,744) (10,090) (9,293) (Repayments) proceeds from long-term borrowing (37,831) 23,568 22,815 .................................................................................................................................... Net Cash (Used in) Provided by Financing Activities (73,760) 16,390 (6,477) Net Change in Cash and Cash Equivalents 1,808 3,576 1,240 Cash and Cash Equivalents at Beginning of Year 19,765 16,189 14,949 .................................................................................................................................... Cash and Cash Equivalents at End of Year $ 21,573 $ 19,765 $16,189 .................................................................................................................................... Cash paid during the year for: Interest (net of amounts capitalized) $ 4,838 $ 2,831 $ 2,768 Income taxes 22,404 21,524 9,521 In 1999, the Company purchased an additional 35% of the stock of QGN, bringing its total ownership position to 75%. In conjunction with the acquisition, liabilities were assumed as follows: Fair value of assets $ 22,699 Cash paid for stock (9,034) Liabilities assumed $ 13,665 - ------------------------------------------------------------------------------------------------------------------------------------ See Notes to Consolidated Financial Statements.
CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES Consolidated Statements of Stockholders' Equity (In thousands)
Years ended December 31, 2000, 1999, 1998 - ------------------------------------------------------------------------------------------------------------------------------------ Number of Shares Amounts ------------------ --------------------------------------------------------------------------------- Accumulated Additional Other Due Common Treasury Common Treasury Paid-In Retained Comprehensive From Comprehensive Stock Stock Stock Stock Capital Earnings Income (loss) Shareholder Income - ------------------------------------------------------------------------------------------------------------------------------------ January 1, 1998 46,661 (7,786) $ 46,661 $ (74,568) $ 10,766 $197,622 $ (591) $ (549) Net Income - - - - - 30,289 - - 30,289 Translation adjustments - - - - - - (191) - (191) -------- Comprehensive Income 30,098 ------ Cash dividends - - - - - (9,293) - - Stock option plan transactions including related income tax benefit - 428 - 2,474 2,278 - - - Purchase of treasury stock - (694) - (10,269) - - - - Other stock issuances - 13 - 82 127 - - - - ------------------------------------------------------------------------------------------------------------------------------------ December 31, 1998 46,661 (8,039) 46,661 (82,281) 13,171 218,618 (782) (549) Net Income - - - - - 45,357 - - 45,357 Translation adjustments - - - - - - (3,817) - (3,817) ------ Comprehensive Income 41,540 ------ Cash dividends - - - - - (10,090) - - Stock option plan transactions including related income tax benefit - 649 - 4,311 5,028 - - - Purchase of treasury stock - (424) - (9,116) - - - - Other stock issuances - 9 - 65 157 - - - - ------------------------------------------------------------------------------------------------------------------------------------ December 31, 1999 46,661 (7,805) 46,661 (87,021) 18,356 253,885 (4,599) (549) Net Income - - - - - 33,559 - - 33,559 Translation adjustments - - - - - - (1,599) - (1,599) Available for sale securities - - - - - - (3,191) - (3,191) ------ Comprehensive Income 28,769 ------ Cash dividends - - - - - (10,744) - - Stock option plan transactions including related income tax benefit - 702 - 5,629 4,081 - - - Purchase of treasury stock - (1,185) - (20,484) - - - - Other stock issuances - 5 - 40 77 - - - Repayment of shareholder loan - - - - - - - 549 - ------------------------------------------------------------------------------------------------------------------------------------ December 31, 2000 46,661 (8,283) $46,661 $(101,836) $22,514 $276,700 $(9,389) $ 0 - ------------------------------------------------------------------------------------------------------------------------------------ See Notes to Consolidated Financial Statements.
CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements 1. accounting policies Business - -------- The Company's principal business is the manufacture and sale of sodium carbonate-based products. It sells its products, primarily under the ARM & HAMMER trademark, to consumers through supermarkets, drug stores and mass merchandisers; and to industrial customers and distributors. In 2000, Consumer Products represented approximately 80% and Specialty Products 20% of the Company's net sales. The Company does approximately 88% of its business in the United States. Principles of Consolidation - --------------------------- The accompanying consolidated financial statements include the accounts of the Company and its majority-owned subsidiaries. The Company's 50% interest in its Armand Products Company joint venture, the ArmaKleen Company joint venture and its 45% interest in LifeRight Foods LLC, a joint venture to develop enhanced feeds made from natural ingredients, have been accounted for under the equity method of accounting. During 1999, the Company increased its ownership of QGN, its Brazilian subsidiary from 40% to 75%. The Brazilian subsidiary has been consolidated since May 1999 and was previously accounted for under the equity method. All material intercompany transactions and profits have been eliminated in consolidation. Use of Estimates - ---------------- The preparation of financial statements, in conformity with generally accepted accounting principles, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Foreign Currency Translation - ---------------------------- Financial statements of foreign subsidiaries are translated into U.S. dollars in accordance with SFAS No. 52. Gains and losses on foreign currency transactions were not material. Cash Equivalents - ---------------- Cash equivalents consist of highly liquid short-term investments which mature within three months of purchase. Inventories - ----------- Inventories are valued at the lower of cost or market. Cost is determined primarily by using the last-in, first-out (LIFO) method. Property, Plant and Equipment - ----------------------------- Property, plant and equipment and additions thereto are stated at cost. Depreciation and amortization are provided by the straight-line method over the estimated useful lives of the respective assets. Software - -------- Starting in 1998, the Company accounted for software in accordance with Statement of Position (SOP) 98-1 "Accounting for the Costs of Computer Software Developed or Obtained for Internal Use." The SOP requires companies to capitalize certain costs of developing computer software. Amortization is provided by the straight-line method over the estimated useful lives of the software. Long-Term Supply Contracts - -------------------------- Long-term supply contracts represent advance payments under multi-year contracts with suppliers of raw materials and finished goods inventory. Such advance payments are applied over the lives of the contracts. Goodwill and Other Intangibles - ------------------------------ Goodwill recorded prior to November 1, 1970, is not being amortized, as management of the Company believes there has been no diminution in carrying value. Goodwill and other intangibles, recorded as part of the Brillo and related brand acquisitions, the investment in QGN and the bathroom cleaner product lines acquired in 1999, is being amortized predominately over 20 years using the straight-line method. The Company will be periodically assessing the recoverability of the cost of its goodwill based on a review of projected undiscounted cash flows of the related acquisitions. Selected Operating Expenses - --------------------------- Research & development costs in the amount of $19,363,000 in 2000, $17,921,000 in 1999 and $16,448,000 in 1998, were charged to operations as incurred. 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. Antidilutive stock options, in the amounts of 547,000 and 21,000 for 2000 and 1999, have been excluded. There were no antidilutive options for 1998. In 1999, the Company announced a 2 for 1 stock split. Financial information contained elsewhere in these financial statements has been adjusted to reflect the impact of the stock split. Income Taxes - ------------ The Company recognizes deferred income taxes under the liability method; accordingly, deferred income taxes are provided to reflect the future consequences of differences between the tax bases of assets and liabilities and their reported amounts in the financial statements. New Accounting Pronouncements - ----------------------------- The Company recognizes revenue when product is shipped to trade customers. The Company has reviewed SEC Staff Accounting Bulletin No. 101, Revenue Recognition in Financial Statements, issued in December 1999, and has determined it will not have a material effect on the Company's consolidated financial statements. During the third quarter, the Emerging Issues Task Force issued EITF 00-10, "Accounting for Shipping and Handling Fees and Costs". This EITF issue addresses income statement classification of amounts charged to customers for shipping and handling, as well as costs incurred related to shipping and handling. The EITF requires amounts invoiced to customers be included as part of revenue. The related expense is classified in cost of sales. The Company's Specialty Products Division previously offset amounts charged to customers in cost of sales. This reclassification amounted to $9.9 million, $10.1 million and $8.3 million in 2000, 1999 and 1998, respectively. The EITF issue was effective for the fourth quarter 2000 and there is no net income impact. Financial information contained elsewhere in these financial statements has been restated. In June 1998, The Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 133 ("SFAS 133") "Accounting for Derivative Instruments and Hedging Activities." This Statement requires that all derivatives be recorded in the balance sheet as either an asset or liability measured at fair value. The Statement requires that changes in a derivative's fair value be recognized currently in earnings unless specific hedge accounting criteria are met. In June 1999, the FASB issued SFAS No. 137 which deferred the effective date of adoption of SFAS No. 133 for one year. The Company will adopt SFAS No. 133 in the 2001 financial statements. The Company has evaluated this Statement and has determined there will not be a material impact on the Company's consolidated financial statements. Reclassification - ---------------- Certain prior year amounts have been reclassified in order to conform with the current year presentation. 2. fair value of financial instruments and risk management The following table presents the carrying amounts and estimated fair values of the Company's financial instruments at December 31, 2000 and 1999. Financial Accounting Standards No. 107, "Disclosures About Fair Value of Financial Instruments," defines the fair value of a financial instrument as the amount at which the instrument could be exchanged in a current transaction between willing parties.
(In thousands) 2000 1999 - ------------------------------------------------------------------------------------------------------------------------------------ Carrying Fair Carrying Fair Amount Value Amount Value - ------------------------------------------------------------------------------------------------------------------------------------ Financial Assets: Short-term investments $ 2,990 $ 2,990 $ 4,000 $ 4,000 Due from shareholder - - 549 549 Financial Liabilities: Short-term borrowings 13,178 13,178 25,574 25,574 Current portion of long-term debt 685 685 685 685 Long-term debt 20,136 20,136 58,107 58,107 - ------------------------------------------------------------------------------------------------------------------------------------
The following methods and assumptions were used to estimate the fair value of each class of financial instruments reflected in the Consolidated Balance Sheets: Short-term Investments - ---------------------- The cost of the investments (trading securities) can be specifically identified and its fair value is based upon quoted market prices at the reporting date. At December 31, 2000 and 1999, both the cost and market value of the investments approximated each other. Due from Shareholder - -------------------- The note receivable approximated fair value because of its short maturity. The note was paid in full in 2000. Short-term Borrowings - --------------------- The amounts of unsecured lines of credit equal fair value because of short maturities and variable interest rates. Long-term Debt and Current Portion of Long-term Debt - ---------------------------------------------------- The Company estimates that based upon the Company's financial position and the variable interest rate, the carrying value approximates fair value. Risk Management - --------------- The Company enters into forward exchange contracts to hedge anticipated but not committed sales denominated in Canadian dollar, English pound and the Japanese yen. The terms of these contracts are for periods of under 12 months. The purpose of the Company's foreign currency hedging activities is to protect the Company from the risk that the eventual dollar net cash inflows resulting from the sale of products to foreign customers will be adversely affected by changes in exchange rates. The amounts outstanding at December 31, 2000 and 1999 of "sell" contracts, translated into U.S. dollars using the rates current at the reporting date, were $56,000 and $3,944,000, respectively. The Company's accounting policy is to value these contracts at market value. At December 31, 2000 and 1999, the Company had immaterial unrealized gains. The Company entered into interest rate swap agreements to reduce the impact of changes in interest rates on its floating rate short-term debt. The swap agreements are contracts to exchange floating rate for fixed interest payments periodically over the life of the agreements without the exchange of the underlying notional amounts. As of December 31, 1999 and 2000, the Company entered into agreements for a notional amount of $23,000,000 and $20,000,000, respectively, swapping debt with a three month libor rate for a fixed interest rate that averages 6.2% and 7.2%, respectively. These swaps are accounted for on an accrual basis with amounts to be paid or received recognized as adjustments to interest expense. At December 31, 2000, the fair value of the interest rate swaps was a liability of approximately $.4 million. 3. inventories
Inventories are summarized as follows: - ------------------------------------------------------------------------------------------------------------------------------------ (In thousands) 2000 1999 - ------------------------------------------------------------------------------------------------------------------------------------ Raw materials and supplies $ 18,696 $25,698 Work in process 25 22 Finished goods 36,444 46,950 .................................................................................................................................... $ 55,165 $72,670 - ------------------------------------------------------------------------------------------------------------------------------------
Inventories valued on the LIFO method totaled $49,226,000 and $63,098,000 at December 31, 2000 and 1999, respectively, and would have been approximately $2,922,000 and $3,225,000 higher, respectively, had they been valued using the first-in, first-out (FIFO) method. 4. property, plant and equipment
Property, plant and equipment consist of the following: - ------------------------------------------------------------------------------------------------------------------------------------ (In thousands) 2000 1999 - ------------------------------------------------------------------------------------------------------------------------------------ Land $ 5,546 $ 5,741 Buildings and improvements 78,781 85,411 Machinery and equipment 214,926 221,783 Office equipment and other assets 15,664 15,434 Software 5,355 5,857 Mineral rights 304 328 Construction in progress 6,463 4,960 .................................................................................................................................... 327,039 339,514 Less accumulated depreciation, depletion and amortization 158,469 157,295 .................................................................................................................................... Net property, plant and equipment $ 168,570 $ 182,219 ....................................................................................................................................
Depreciation, depletion and amortization of property, plant and equipment have been charged to operations in the amount of $18,469,000, $16,594,000 and $14,646,000 in 2000, 1999 and 1998, respectively. Interest charges in the amount of $284,000, $421,000 and $381,000 were capitalized in connection with construction projects in 2000, 1999 and 1998, respectively. 5. acquisitions In 1997, the Company acquired a 40% interest in QGN. The investment, costing approximately $10.4 million, was financed internally and included goodwill of approximately $3.3 million. The Company exercised its option to increase its interest to 75% during the second quarter of 1999. The additional 35% ownership cost approximately $9.1 million and included goodwill of approximately $4.8 million. Pro forma comparative results of operations are not presented because they are not materially different from the Company's reported results of operations. During the fourth quarter of 1999, the Company entered the bathroom cleaner category with the acquisition of two major brands, CLEAN SHOWER and SCRUB FREE. As part of the Scrub Free transaction, the Company also acquired the DELICARE fine fabric wash brand. The combined purchase price of both transactions was approximately $53.7 million, was financed by the use of the Company's lines of credit and included goodwill and other intangibles of approximately $50.2 million. 6. ARMUS LLC joint venture On June 14, 2000, the Company announced it was forming a joint venture with USA Detergents effective January 1, 2001, which will combine both Companies' laundry detergent businesses. The new venture, named ARMUS LLC, encompasses Church & Dwight's ARM & HAMMER Powder and Liquid Laundry Detergents and USA Detergents' XTRA(R) Powder and Liquid Detergents and Nice'n FLUFFY(R) Liquid Fabric Softener brands. Under the terms of the agreement: a. Church & Dwight purchased 1.4 million shares of USA Detergents' common stock for $10.1 million or $7 per share and agreed to acquire a further 5% interest for $5 million. Church & Dwight purchased these shares on February 7, 2001. b. The two partners will combine the marketing, sales and distribution of their laundry detergents. Both companies will continue to operate their own plants and the employees of each company will remain with their current employer. c. Church & Dwight will have a majority on the venture's Board and the General Manager will be a Church & Dwight employee. d. Church & Dwight's share of the profits will range from 55% to 65% depending on the venture's profit level. e. Church & Dwight has an option to purchase USA Detergents' partnership interest after 5 years and USA Detergents has an option to sell its interest to C&D after 10 years. In each case, the purchase price will be computed using a formula based on the venture's earnings for the two previous years of operations. The value of USA Detergents' stock on the date of closing was $6.8 million or $4.75 per share. The stock has been classified as Available for Sale and is marked to market on each reporting date through other comprehensive income, net of applicable deferred income taxes. The Company's agreement to purchase an additional 5% interest in USA Detergents' stock, i.e. the forward contract, is marked to market through other comprehensive income. As a result of the above joint venture agreement, goodwill of $5.2 million has been recorded and will be amortized over a period of 10 years. 7. accounts payable and accrued expenses
Accounts payable and accrued expenses consist of the following: - ------------------------------------------------------------------------------------------------------------------------------------ (In thousands) 2000 1999 - ------------------------------------------------------------------------------------------------------------------------------------ Trade accounts payable $ 52,452 $46,950 Accrued marketing and promotion costs 50,121 39,867 Accrued wages and related costs 10,305 9,195 Accrued pension and profit-sharing 6,881 5,640 Other accrued current liabilities 9,509 4,457 .................................................................................................................................... $129,268 $106,109 - ------------------------------------------------------------------------------------------------------------------------------------
8. short-term borrowings and long-term debt The Company has available short-term unsecured lines of credit with several banks. The Company's primary domestic line of credit is $70 million, of which $10 million was utilized as of December 31, 2000; and $50 million of a long-term revolving credit agreement, of which $14 million was utilized at December 31, 2000. The weighted average interest rate on these borrowings at December 31,2000 was approximately 6.6%. In addition, the Company's Brazilian subsidiary has lines of credit which allow it to borrow in its local currency. This amounts to $8 million, of which $3 million was utilized as of December 31, 2000. The weighted average interest rate on these borrowing as December 31, 2000 was approximately 15.0%.
Long-term debt and current portion of long-term debt consists of the following: - ------------------------------------------------------------------------------------------------------------------------------------ (In thousands) 2000 1999 - ------------------------------------------------------------------------------------------------------------------------------------ Three-Year Unsecured Revolving Credit Loan due December 29, 2002 $14,000 $50,000 Various Debt from Brazilian Banks 1,376 2,662 Industrial Revenue Refunding Bond due in installments of $685 from 2000-2007 and $650 in 2008 5,445 6,130 .................................................................................................................................... $20,821 $58,792 - ------------------------------------------------------------------------------------------------------------------------------------
The Industrial Revenue Refunding Bond carries a variable rate of interest determined weekly, based upon current market conditions for short-term tax-exempt financing. The average rate of interest charged in 2000 and 1999 was 4.0% and 3.5%, respectively. The interest rate associated with the revolving credit loan is tied to the LIBOR rate and may be adjusted based on the Company's financial performance. The average interest rate charged in 2000 was 6.7%. The Brazilian subsidiary's long-term debt is due in installments of $1.2 million in 2001 and 2002, with the balance due in 2003 and 2004. The rate of interest averages 16.3%. 9. Income taxes
The components of income before taxes are as follows: - ------------------------------------------------------------------------------------------------------------------------------------ (In thousands) 2000 1999 1998 - ------------------------------------------------------------------------------------------------------------------------------------ Domestic $ 47,675 $ 66,740 $ 43,197 Foreign 4,486 5,963 2,989 .................................................................................................................................... Total $ 52,161 $ 72,703 $ 46,186 - ------------------------------------------------------------------------------------------------------------------------------------
The following table summarizes the provision for U.S. federal, state and foreign income taxes: - ------------------------------------------------------------------------------------------------------------------------------------ (In thousands) 2000 1999 1998 - ------------------------------------------------------------------------------------------------------------------------------------ Current: U.S. federal $ 18,734 $ 19,395 $ 12,214 State 2,918 3,531 2,754 Foreign 730 2,007 1,062 .................................................................................................................................... $ 22,382 $ 24,933 $ 16,030 - ------------------------------------------------------------------------------------------------------------------------------------ Deferred: U.S. federal $ (3,801) $ 1,552 $ 274 State (1,047) 358 (424) Foreign 781 (22) 17 .................................................................................................................................... $ (4,067) $ 1,888 $ (133) .................................................................................................................................... Total provision $ 18,315 $ 26,821 $ 15,897 - ------------------------------------------------------------------------------------------------------------------------------------
Deferred tax liabilities/(assets) consist of the following at December 31: - ------------------------------------------------------------------------------------------------------------------------------------ (In thousands) 2000 1999 - ------------------------------------------------------------------------------------------------------------------------------------ Current deferred tax assets: Marketing expenses, principally coupons $ (5,382) $ (5,065) Reserves and other liabilities (2,676) (1,320) Accounts receivable (3,380) (1,339) Other (241) (497) .................................................................................................................................... Total current deferred tax assets (11,679) (8,221) .................................................................................................................................... Nonpension postretirement and postemployment benefits (5,787) (6,124) Capitalization of items expensed (5,307) (5,010) Reserves and other liabilities (6,927) - Investment valuation difference (1,923) - Loss carryfoward of foreign subsidiary(1) (5,230) (6,636) Foreign exchange translation adjustment (2,330) (1,789) Valuation allowance 7,560 8,425 Depreciation and amortization 36,828 31,608 Other 968 (58) .................................................................................................................................... Net noncurrent deferred tax liabilities 17,852 20,416 .................................................................................................................................... Net deferred tax liability $ 6,173 $ 12,195 ....................................................................................................................................
The difference between tax expense and the "expected" tax which would result from the use of the federal statutory rate is as follows: - ------------------------------------------------------------------------------------------------------------------------------------ (In thousands) 2000 1999 1998 - ------------------------------------------------------------------------------------------------------------------------------------ Statutory rate 35% 35% 35% Tax which would result from use of the federal statutory rate $18,256 $25,446 $16,165 .................................................................................................................................... Depletion (398) (466) (490) Research & development credit (350) (200) (200) State and local income tax, net of federal effect 1,216 2,528 1,515 Varying tax rates of foreign affiliates (87) (103) 142 Recognition of foreign affiliate losses - - (996) Other (322) (384) (239) .................................................................................................................................... 59 1,375 (268) .................................................................................................................................... Recorded tax expense $18,315 $26,821 $15,897 .................................................................................................................................... Effective tax rate 35.1% 36.9% 34.4% - ------------------------------------------------------------------------------------------------------------------------------------ (1) The loss carryfoward existed at the date of acquisition. Any recognition of this benefit will be an adjustment to Goodwill.
10. pension and nonpension postretirement benefits The Company has defined benefit pension plans covering certain hourly employees. Pension benefits to retired employees are based upon their length of service and a percentage of qualifying compensation during the final years of employment. The Company's funding policy, is consistent with federal funding requirements. The Company maintains unfunded plans which provide medical benefits for eligible domestic retirees and their dependents. The Company accounts for these benefits in accordance with Statement of Financial Accounting Standards No. 106 (SFAS 106), "Employers' Accounting for Postretirement Benefits Other than Pensions." This standard requires the cost of such benefits to be recognized during the employee's active working career.
The following table provides information on the status of the plans at December 31: - ------------------------------------------------------------------------------------------------------------------------------------ Nonpension Postretirement Pension Plans Benefit Plans - ------------------------------------------------------------------------------------------------------------------------------------ (In thousands) 2000 1999 2000 1999 - ------------------------------------------------------------------------------------------------------------------------------------ Change in Benefit Obligation: Benefit obligation at beginning of year $ 14,676 $15,403 $ 9,654 $ 9,548 Service cost 433 440 397 477 Interest cost 1,090 1,008 682 647 Plan amendments 2,172(1) 21 - - Actuarial loss (gain) 704 (1,470) (66) (325) Benefits paid (758) (726) (450) (693) .................................................................................................................................... Benefit obligation at end of year $ 18,317 $14,676 $ 10,217 $ 9,654 - ------------------------------------------------------------------------------------------------------------------------------------ Change in Plan Assets: Fair value of plan assets at beginning of year $ 20,311 $15,789 $ - $ - Actual return on plan assets (net of expenses) (688) 5,201 - - Employer contributions 65 47 450 693 Benefits paid (758) (726) (450) (693) .................................................................................................................................... Fair value of plan assets at end of year $ 18,930 $20,311 $ - $ - - ------------------------------------------------------------------------------------------------------------------------------------ Reconciliation of the Funded Status: Funded status $ 614 $5,635 $ (10,217) $ (9,654) Unrecognized transition obligation - 3 - - Unrecognized prior service cost (benefit) 147 177 (950) (1,055) Unrecognized actuarial gain (2,627) (6,182) (3,209) (3,355) Loss due to currency fluctuations 52 39 - - .................................................................................................................................... Net amount recognized at end of year $ (1,814) $ (328) $ (14,376) $(14,064) - ------------------------------------------------------------------------------------------------------------------------------------ Amounts recognized in the statement of financial position consist of: Prepaid benefit cost $ 977 $ 663 $ - $ - Accrued benefit liability (2,791) (991) (14,376) (14,064) .................................................................................................................................... Net amount recognized at end of year $ (1,814) $ (328) $ (14,376) $(14,064) - ------------------------------------------------------------------------------------------------------------------------------------ Weighted-average assumptions as of December 31: Discount rate 7.25% 7.50% 7.25% 7.50% Rate of compensation increase 5.00% 5.00% - - Expected return on plan assets 9.25% 9.25% - - - ------------------------------------------------------------------------------------------------------------------------------------
Net Pension and Net Postretirement Benefit Costs consisted of the following components: - ------------------------------------------------------------------------------------------------------------------------------------ Pension Costs Postretirement Costs - ------------------------------------------------------------------------------------------------------------------------------------ (In thousands) 2000 1999 1998 2000 1999 1998 - ------------------------------------------------------------------------------------------------------------------------------------ Components of Net Periodic Benefit Cost: Service cost $ 433 $ 440 $ 396 $ 397 $ 477 $ 446 Interest cost 1,090 1,008 977 682 647 592 Expected return on plan assets (1,843) (1,433) (1,291) - - - Amortization of transition obligation 3 4 4 - - - Amortization of prior service cost 30 29 28 (105) (105) (105) Recognized actuarial (gain) or loss (334) (27) (13) (212) (144) (215) .................................................................................................................................... Net periodic benefit cost (income) $(621)(1) $ 21 $ 101 $ 762 $ 875 $ 718 - ------------------------------------------------------------------------------------------------------------------------------------ (1)The benefit obligation for the plan amendment referred to in the table on the previous page relates to the offering to Syracuse plant employees a cash balance benefit in connection with the Syracuse plant shutdown. Accordingly, the related expense of $2,172 million is included in Impairment and other items in the accompanying statement of income. See note 13.
The pension plan assets primarily consist of equity mutual funds, fixed income funds and a guaranteed investment contract fund. The accumulated postretirement benefit obligation has been determined by application of the provisions of the Company's medical plans including established maximums and sharing of costs, relevant actuarial assumptions and health-care cost trend rates projected at 8.5% in 2000, and ranging to 5.0% in 2007. The Company has a maximum annual benefit based on years of service for those over 65 years of age.
- ------------------------------------------------------------------------------------------------------------------------------------ (In thousands) 2000 1999 - ------------------------------------------------------------------------------------------------------------------------------------ Effect of 1% increase in health-care cost trend rates on: Postretirement benefit obligation $ 708 $ 697 Total of service cost and interest cost component 85 93 Effect of 1% decrease in health-care cost trend rates on: Postretirement benefit obligation (627) (615) Total of service cost and interest cost component (74) (80) - ------------------------------------------------------------------------------------------------------------------------------------
The Company also maintains a defined contribution profit-sharing plan for salaried and certain hourly employees. Contributions to the profit-sharing plan charged to earnings amounted to $3,628,000, $4,481,000 and $4,340,000 in 2000, 1999 and 1998, respectively. The Company also has an employee savings plan. The Company matches 50% of each employee's contribution up to a maximum of 6% of the employee's earnings. The Company's matching contributions to the savings plan were $1,342,000, $1,327,000 and $1,097,000 in 2000, 1999 and 1998, respectively. 11. stock option plans The Company has options outstanding under three plans. Under the 1983 Stock Option Plan and the 1994 Incentive Stock Option Plan, the Company may grant options to key management employees. The Stock Option Plan for Directors authorizes the granting of options to non-employee directors. Options outstanding under the plans are issued at market value, are exercisable on the third anniversary of the date of grant, and must be exercised within ten years of the date of grant. In early 1998, the Company made a special option award to 31 executives and key managers. This award, amounting to approximately 444,000 shares, vested at various stock prices ranging from $18 to $25 a share. A grand total of 7,000,000 shares of the Company's common stock is authorized for issuance for the exercise of stock options.
Stock option transactions for the three years Number of Weighted Avg. ended December 31, 2000 were as follows: Shares Exercise Price - ------------------------------------------------------------------------------------------------------------------------------------ Outstanding at January 1, 1998 4,382,910 $10.69 Grants 1,147,400 13.76 Exercised 428,000 8.82 Cancelled 65,900 12.99 .................................................................................................................................... Outstanding at December 31, 1998 5,036,410 11.52 Grants 579,000 20.94 Exercised 649,116 10.29 Cancelled 83,500 12.84 .................................................................................................................................... Outstanding at December 31, 1999 4,882,794 12.78 Grants 783,850 17.23 Exercised 701,847 10.64 Cancelled 24,900 16.95 .................................................................................................................................... Outstanding at December 31, 2000 4,939,897 13.69
At December 31, 2000, 1999 and 1998, 2,985,147 options, 3,499,380 options and 2,256,864 options were exercisable. The table below summarizes information relating to options outstanding and exercisable at December 31, 2000.
- ------------------------------------------------------------------------------------------------------------------------------------ Options Outstanding Options Exercisable - ------------------------------------------------------------------------------------------------------------------------------------ Weighted Weighted Average Weighted Avg. Average Exercise Options Exercise Remaining Options Exercise Prices Outstanding Price Contractual Life Exercisable Price - ------------------------------------------------------------------------------------------------------------------------------------ $ 7.50 - $10.00 451,585 $ 8.73 3.9 years 451,585 $ 8.73 $10.01 - $12.50 1,643,496 10.77 6.3 1,639,896 10.77 $12.51 - $15.00 1,331,666 13.62 5.1 701,466 13.55 $15.01 - $17.50 903,000 16.86 7.5 192,200 16.06 $17.51 - $25.00 590,150 20.50 8.1 - - $25.01 - $35.00 20,000 27.81 8.9 - - - ------------------------------------------------------------------------------------------------------------------------------------ 4,939,897 $13.69 5.7 2,985,147 $11.45
The fair-value of options granted in 2000, 1999 and 1998 is $5,626,000, $4,447,000, and $4,658,000, respectively and the weighted average fair-value per share of options granted in 2000, 1999 and 1998 is $7.18, $7.68 and $4.06, respectively. The fair-value of options granted in 2000, 1999 and 1998 is estimated on the date the options are granted based on the Black Scholes option-pricing model with the following weighted-average assumptions:
2000 1999 1998 - ------------------------------------------------------------------------------------------------------------------------------------ Risk-free interest rate 6.6% 6.0% 5.7% Expected life 6.0 years 6.0 years 6.1 years Expected volatility 38.8% 30.0% 25.6% Dividend yield 1.6% 1.2% 1.8%
The Company accounts for costs of stock-based compensation in accordance with Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees," rather than the fair-value based method in Statement of Financial Accounting Standards No. 123 (SFAS 123), "Accounting for Stock-Based Compensation." No compensation cost has been recognized for the Company's stock option plans. Had compensation cost been determined based on the fair values of the stock options at the date of grant in accordance with SFAS 123, the Company would have recognized additional compensation expense, net of taxes, of $2,577,000, $2,037,000 and $1,831,000 for 2000, 1999 and 1998, respectively. The Company's pro forma net income and pro forma net income per share for 2000, 1999 and 1998 would have been as follows:
(In thousands, except for per share data) - ------------------------------------------------------------------------------------------------------------------------------------ Net Income 2000 1999 1998 - ------------------------------------------------------------------------------------------------------------------------------------ As reported $33,559 $45,357 $30,289 Pro forma 30,982 43,320 28,458 Net Income per Share: basic - ------------------------------------------------------------------------------------------------------------------------------------ As reported $ .88 $1.17 $ .78 Pro forma .81 1.12 .74 Net Income per Share: diluted - ------------------------------------------------------------------------------------------------------------------------------------ As reported $ .84 $1.11 $ .76 Pro forma .78 1.06 .71
12. gain on the sale of mineral rights The Company sold most of its trona mineral leases in Wyoming for approximately $22.5 million to Solvay Minerals, Inc., resulting in a gain of approximately $11.8 million. The terms of the note recorded as part of the sale included annual payments beginning on January 5, 1999 and concluding on January 5, 2011. The Company received its initial payment of $3.0 million and assigned and sold the note for the present value of the remaining payments net of expenses for approximately $13.8 million. 13. impairment and other items During the third quarter of 2000, the Company recorded a pre-tax charge of $21.9 million relating to three major elements: a $14.3 million write-down of the Company's Syracuse N.Y. manufacturing facility, a $2.1 million charge for potential carrying and site clearance costs, and a $5.5 million severance charge (including $2.2 million pension plan amendment) related to both the Syracuse shutdown and the sales force reorganization. The Company expects to incur a further $1.9 million in additional depreciation from the plant shutdown and an estimated $3 million in integration costs over the next 9 to 12 months. These additional charges, most of which will flow through cost of sales, will bring the total one-time cost to approximately $27 million. The cash portion of this one-time cost, however, will be less than $5 million after tax. During 1999, the Company recorded a pre-tax charge of $6.6 million for impairment and certain other items relating to a planned plant shutdown which included the rationalization of both toothpaste and powder laundry detergent production. Components of the outstanding reserve balance included in accounts payable accrued expenses consist of the following:
Impairment Reserves at and Other Adjustments Reserves at (In thousands) Dec. 31, 1999 Charges Payments Dec. 31, 2000 - ------------------------------------------------------------------------------------------------------------------------------------ Severance and other charges $ 268 $ 5,458 $ (487) $5,239 Fixed asset write-down and Demolition - 16,453 (14,324) 2,129 .................................................................................................................................... $ 268 $21,911 $(14,307) $7,368 - ------------------------------------------------------------------------------------------------------------------------------------
The severence charge in 2000 is for approximately 140 people and in 1999 74 people. During the fourth quarter of 1998, the Company ceased operation of its sodium bicarbonate facility in Venezuela. The write-off, consisting primarily of property, plant, equipment and inventory, amounted to a pre-tax charge of $2,766,000. This charge included approximately $200,000 of severance and related costs, and at December 31, 2000, no liability exists. Partially offsetting this were related tax loss benefits, which reduced the net charge to approximately $600,000 or $0.015 per diluted share. 14. common stock voting rights and rights agreement Effective February 19, 1986, the Company's Restated Certificate of Incorporation was amended to provide that every share of Company common stock is entitled to four votes per share if it has been beneficially owned continuously by the same holder (1) for a period of 48 consecutive months preceding the record date for the Stockholders' Meeting; or (2) since February 19, 1986. All other shares carry one vote. Specific provisions for the determination of beneficial ownership and the voting of rights of the Company's common stock are contained in the Company's Notice of Annual Meeting of Stockholders and Proxy Statement. On August 27, 1999, the Board of Directors adopted a Shareholder Rights Plan (the Plan) that essentially reinstates a Shareholder Rights Plan originally enacted in 1989, which had terminated. In connection with the adoption of the Plan, the Board declared a dividend of one preferred share purchase right for each outstanding share of Company Common Stock. Each right, which is not presently exerciseable, entitles the holder to purchase one one-hundredth of a share of Junior Participating Preferred Stock at an exercise price of $200.00. In the event that any person acquires 20% or more of the outstanding shares of Common Stock, each holder of a right (other than the acquiring person or group) will be entitled to receive, upon payment of the exercise price, that number of shares of Common Stock having a market value equal to two times the exercise price. In order to retain flexibility and the ability to maximize shareholder value in the event of unknown future transactions, the Board of Directors retains the power to redeem the rights for a set amount. The rights were issued on September 13, 1999, payable to shareholders of record at the close of business on that date. The rights will expire on September 13, 2009. 15. commitments and contingencies a. Rent expense amounted to $2,794,000 in 2000, $2,715,000 in 1999 and $2,821,000 in 1998. The Company is obligated for minimum annual rentals under non-cancelable long-term operating leases as follows:
(In thousands) - ------------------------------------------------------------------------------------------------------------------------------------ 2001 $3,070 2002 1,937 2003 436 2004 177 2005 86 .................................................................................................................................... Total future minimum lease commitments $5,706 - ------------------------------------------------------------------------------------------------------------------------------------
b. 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 companies in Wyoming. The partnership supplies the Company with the majority of its sodium raw material requirements. This agreement terminates upon two years' written notice by either company. c. The Company, in the ordinary course of its business, is the subject of, or 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 financial position or results of operation. 16. segments Segment Information The Company has two operating segments: Consumer Products and Specialty Products. The Consumer Products segment comprises packaged goods primarily sold to retailers. The Specialty Products segment includes chemicals sold primarily to industrial and agricultural markets. Measurement of Segment Results and Assets The accounting policies of the segments are generally the same as those described in the summary of significant accounting policies with the exception of: a. The Companies' portion of the Armand Products and ArmaKleen joint ventures are consolidated into the Specialty Products segment results. Accordingly, they are not accounted for by the equity method. b. The administrative costs of the production planning and logistics functions are included in segment SG&A expenses, but are elements of cost of goods sold in the Company's Consolidated Statement of Income. The Company evaluates performance based on operating profit. There are no intersegment sales. Factors used to Identify Segments - --------------------------------- The Company's segments are strategic business units with distinct differences in product application and customer base. They are managed by separate sales and marketing organizations.
Unconsolidated (3) (4) Consumer Specialty Subtotal Affiliates Corporate Adjustments Total - ------------------------------------------------------------------------------------------------------------------------------------ Net Sales 2000 $634,119 $186,637 $820,756 $(25,031) - - $795,725 1999 586,944 179,719 766,663 (26,482) - - 740,181 1998 560,201 153,452 713,653 (20,952) - - 692,701 - ------------------------------------------------------------------------------------------------------------------------------------ Gross Profit 2000 302,555 55,907 358,462 (7,807) - (5,251) 345,404 1999 285,036 57,346 342,382 (10,175) - (6,512) 325,695 1998 266,685 52,695 319,380 (6,673) - (6,918) 305,789 - ------------------------------------------------------------------------------------------------------------------------------------ Advertising, Consumer and Trade Promotion Expenses 2000 175,829 3,108 178,937 (323) - - 178,614 1999 173,856 2,647 176,503 (380) - - 176,123 1998 179,173 3,098 182,271 (65) - - 182,206 - ------------------------------------------------------------------------------------------------------------------------------------ Selling, General and Administrative Expenses 2000 73,974 28,181 102,155 (4,186) - (5,251) 92,718 1999 69,628 27,311 96,939 (3,380) - (6,512) 87,047 1998 60,638 29,292 89,930 (1,188) - (6,918) 81,824 - ------------------------------------------------------------------------------------------------------------------------------------ Operating Profit 2000 52,753 24,252 77,005 (2,933) - (21,911) 52,161 1999 41,554 27,254 68,808 (6,283) - 5,155 67,680 1998 30,374 (1) 20,305 50,679 (5,420) - (2,766) 42,493 - ------------------------------------------------------------------------------------------------------------------------------------ Identifiable Assets (2) 2000 282,678 143,112 425,790 - 29,842 - 455,632 1999 309,366 139,831 449,197 - 27,109 - 476,306 1998 251,528 115,872 367,400 - 24,038 - 391,438 - ------------------------------------------------------------------------------------------------------------------------------------ Capital Expenditures 2000 13,744 8,081 21,825 - - - 21,825 1999 23,526 9,586 33,112 - - - 33,112 1998 27,010 9,127 36,137 - - - 36,137 - ------------------------------------------------------------------------------------------------------------------------------------ Depreciation, Depletion and Amortization 2000 16,371 7,083 23,454 - - - 23,454 1999 12,988 6,268 19,256 - - - 19,256 1998 10,919 5,584 16,503 - - - 16,503 - ------------------------------------------------------------------------------------------------------------------------------------
(1) Included in the 1998 operating profit of the Consumer Products segment is a one-time gain of $3,500,000 relating to the sale of technology. (2) The Specialty Products segment's identifiable assets include equity of investments in affiliates in the amounts of $19,416,000, $20,177,000 and $27,751,000 for 2000, 1999 and 1998, respectively. (3) Corporate assets include excess cash and investments not used for segment operating needs and deferred income taxes. (4) Adjustments reflect reclassification of production planning and logistics administrative costs between gross profit and SG&A expenses, in 1998 the plant shutdown charge, in 1999 the gain on sale of mineral reserves and the impairment and other items charges and in 2000 the Syracuse shutdown and other charges.
Product line net sales data is as follows: - ------------------------------------------------------------------------------------------------------------------------------------ Laundry and Oral and Household Personal Specialty Animal Specialty Unconsolidated Cleaners Care Deodorizing Chemicals Nutrition Cleaners Affiliates Total - ------------------------------------------------------------------------------------------------------------------------------------ 2000 $308,934 $155,782 $169,403 $110,671 $67,880 $ 8,086 $(25,031) $795,725 1999 270,112 159,782 157,050 105,499 64,423 9,797 (26,482) 740,181 1998 262,959 160,813 136,429 87,808 53,039 12,605 (20,952) 692,701 - ------------------------------------------------------------------------------------------------------------------------------------
Geographic Information Approximately 88% of net sales in 2000, 89% in 1999 and 91% in 1998 were to customers in the United States, and approximately 88% of long-lived assets in 2000, 89% in 1999 and 95% in 1998 were located in the U.S. Customers A group of three Consumer Products customers accounted for approximately 21% of consolidated net sales in 2000, including a single customer which accounted for approximately 13%. A group of three customers accounted for approximately 20% of consolidated net sales in 1999 including a single customer which accounted for approximately 12%. This group accounted for 16% in 1998. 17. unaudited quarterly financial information
(In thousands, except for per share data) - ------------------------------------------------------------------------------------------------------------------------------------ First Second Third Fourth Full Quarter Quarter Quarter Quarter Year - ------------------------------------------------------------------------------------------------------------------------------------ 2000 - ---- Net sales $193,939 $202,415 $202,451 $196,920 $795,725 Gross profit 84,477 89,842 90,144 80,941 345,404 Income (loss) from operations 18,664 19,341 (1,694) 15,850 52,161 Equity in earnings of affiliates 854 324 855 978 3,011 Net income (loss) 11,732 12,375 (1,236) 10,688 33,559 Net income (loss) per share - basic* $ .30 $ .32 $ (.03) $ .28 $ .88 Net income (loss) per share - diluted $ .29 $ .31 $ (.03) $ .27 $ .84 - ------------------------------------------------------------------------------------------------------------------------------------ 1999 - ---- Net sales $177,116 $189,029 $188,521 $185,515 $740,181 Gross profit 77,118 83,912 84,974 79,691 325,695 Income from operations 17,974 14,976 17,563 17,167 67,680 Equity in earnings of affiliates 2,020 1,929 1,372 1,045 6,366 Net income 12,365 10,456 11,379 11,157 45,357 Net income per share - basic $ .32 $ .27 $ .29 $ .29 $1.17 Net income per share - diluted $ .30 $ .26 $ .28 $ .27 $1.11 - ------------------------------------------------------------------------------------------------------------------------------------ 1998 - ---- Net sales $154,024 $175,374 $179,015 $184,288 $692,701 Gross profit 67,618 78,590 79,163 80,418 305,789 Income from operations 8,454 11,337 12,021 10,681 42,493 Equity in earnings of affiliates 1,224 1,739 1,207 1,106 5,276 Net income 5,896 7,873 7,834 8,686 30,289 Net income per share - basic $ .15 $ .21 $ .20 $ .22 $ .78 Net income per share - diluted $ .15 $ .19 $ .20 $ .22 $ .76 - ------------------------------------------------------------------------------------------------------------------------------------ *Sum of quarters does not equal annual amount due to rounding.
independent auditors' report - ---------------------------- To the Stockholders and Board of Directors of Church & Dwight Co., Inc. Princeton, New Jersey We have audited the accompanying consolidated balance sheets of Church & Dwight Co., Inc., and subsidiaries (the Company) as of December 31, 2000 and 1999, and the related consolidated statements of income, stockholders' equity, and cash flows for each of the three years in the period ended December 31, 2000. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2000 and 1999, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2000 in conformity with accounting principles generally accepted in the United States of America. Deloitte & Touche LLP Parsippany, New Jersey February 23, 2001 CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES Eleven-Year Financial Review (Dollars in millions, except per share data)
Operating Results 2000 1999 1998 1997 1996 1995 1994 1993 1992 1991 1990 - ------------------------------------------------------------------------------------------------------------------------------------ Net sales: Consumer Products $634.1 586.9 560.2 459.0 417.6 380.6 393.0 410.4 409.3 386.1 331.1 Specialty Products 161.6 153.3 132.5 124.6 119.0 114.4 106.4 104.9 94.7 87.1 86.3 Total 795.7 740.2 692.7 583.6 536.6 495.0 499.4 515.3 504.0 473.2 417.4 .................................................................................................................................... Marketing $178.6 176.1 182.2 148.3 136.3 120.0 131.3 126.3 123.0 94.9 71.3 .................................................................................................................................... Research & development $ 19.4 17.9 16.4 15.8 17.8 18.5 20.6 21.2 17.8 13.4 12.3 .................................................................................................................................... Income from operations $ 52.2 67.7 42.5 30.6 27.3 8.4 1.5 35.6 37.7 34.0 28.9 % of sales 6.6% 9.1% 6.1% 5.2% 5.1% 1.7% .3% 6.9% 7.5% 7.2% 6.9% .................................................................................................................................... Net income $ 33.6 45.4 30.3 24.5 21.2 10.2 6.1 26.3 29.5 26.5 22.5 - ------------------------------------------------------------------------------------------------------------------------------------ Net income per share - basic $ .88 1.17 .78 .63 .55 .26 .16 .65 .73 .65 .53 - ------------------------------------------------------------------------------------------------------------------------------------ Net income per share - diluted $ .84 1.11 .76 .61 .54 .26 .16 .64 .71 .65 .53 - ------------------------------------------------------------------------------------------------------------------------------------ Financial Position - ------------------------------------------------------------------------------------------------------------------------------------ Total assets $455.6 476.3 391.4 351.0 308.0 293.2 294.5 281.7 261.0 244.3 249.2 Total debt 34.0 84.4 48.8 39.5 7.5 12.5 32.5 9.6 7.7 7.8 31.0 Stockholders' equity 234.7 226.7 194.8 179.3 165.3 153.7 153.9 169.4 159.1 139.2 118.7 .................................................................................................................................... Total debt as a % of total capitalization 13% 27% 20% 18% 4% 8% 17% 5% 5% 5% 21% - ------------------------------------------------------------------------------------------------------------------------------------ Other Data - ------------------------------------------------------------------------------------------------------------------------------------ Average common shares outstanding-basic (In thousands) 38,321 38,792 38,734 38,922 39,068 39,134 39,412 40,446 40,676 39,662 40,910 .................................................................................................................................... Return on average stockholders' equity 14.5% 21.5% 16.2% 14.2% 13.3% 6.6% 3.8% 16.0% 19.8% 20.5% 19.5% Return on average capital 12.7% 17.0% 13.8% 12.8% 12.7% 6.2% 3.6% 15.3% 19.0% 18.5% 15.7% .................................................................................................................................... Cash dividends paid $ 10.7 10.1 9.3 9.0 8.6 8.6 8.7 8.5 7.7 6.7 6.1 Cash dividends paid per common share $ .28 .26 .24 .23 .22 .22 .22 .21 .19 .17 .15 .................................................................................................................................... Stockholders' equity per common share $ 6.12 5.84 5.05 4.62 4.25 3.94 3.94 4.22 3.91 3.43 2.94 .................................................................................................................................... Additions to property, plant and equipment $ 21.8 33.1 27.1 9.9 7.1 19.7 28.4 28.8 12.5 19.3 10.0 Depreciation and amortization $ 23.5 19.3 16.5 14.2 13.6 13.1 11.7 10.6 9.8 9.5 8.9 ................................................................................................................................... Employees at year-end 1,439 1,324 1,127 1,137 937 941 1,028 1,096 1,092 1,081 994 Statistics per employee:* (In thousands) Sales $ 650 643 615 513 573 526 486 470 462 438 420 Operating earnings 42 57 38 27 29 9 1 33 35 31 29 - ----------------------------------------------------------------------------------------------------------------------------------- *2000 and 1999 results reflect sales and earnings for U.S. operations only.
EX-27 3 0003.txt FDS --
5 1000 12-MOS DEC-31-2000 JAN-01-2000 DEC-31-2000 21,573 2,990 67,010 2,052 55,165 162,527 327,039 158,469 455,632 149,138 20,136 0 0 46,661 187,989 455,632 795,725 795,725 450,321 270,632 21,911 700 4,856 52,161 18,315 33,559 0 0 0 33,559 0.88 0.84
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