-----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, FUgu8hRlSWocPWZoO19A/05IJ9YRi1t/RqSArVL77jXYZOKKDnLbboyGV4W36azX lO3yTqAz1c6mDlFIFh+GIQ== 0000313927-99-000166.txt : 19991115 0000313927-99-000166.hdr.sgml : 19991115 ACCESSION NUMBER: 0000313927-99-000166 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19991001 FILED AS OF DATE: 19991112 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-Q SEC ACT: SEC FILE NUMBER: 001-10585 FILM NUMBER: 99750031 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-Q 1 QUARTERLY REPORT - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------------------- FORM 10-Q [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 1, 1999 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) Delaware 13-4996950 (State of incorporation) (I.R.S. Employer Identification No.) 469 North Harrison Street, Princeton, N.J. 08543-5297 (Address of principal executive office) (Zip Code) Registrant's telephone number, including area code: (609) 683-5900 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding twelve months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No As of November 9, 1999, there were 38,848,344 shares of Common Stock outstanding. - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- PART I - FINANCIAL INFORMATION CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS Three Months Ended Nine Months Ended ------------------------------ -----------------------------
Oct. 1, Sept. 25, Oct. 1, Sept. 25, (In thousands, except per share data) 1999 1998 1999 1998 ------------------------------------------------------------------------------------------------------------------------- Net Sales $185,949 $176,827 $547,022 $502,372 Cost of sales 100,975 97,664 301,018 277,001 ----------------------------- ------------------------------ Gross profit 84,974 79,163 246,004 225,371 Advertising, consumer and trade promotion expenses 44,459 47,774 136,327 137,276 Selling, general and administrative expenses 22,517 19,368 64,746 59,783 Gain on sale of mineral rights - - (11,772) - Impairment and other items 435 - 6,190 - Sale of Technology - - - (3,500) ----------------------------- ------------------------------ Income from Operations 17,563 12,021 50,513 31,812 Equity in earnings of affiliates 1,372 1,207 5,321 4,170 Investment income 364 348 1,079 938 Other income/(expense) 47 (84) 214 (219) Interest expense (886) (893) (2,180) (2,065) ----------------------------- ------------------------------ Income before taxes 18,460 12,599 54,947 34,636 Income taxes 6,873 4,765 20,330 13,033 Minority Interest 208 - 417 - ----------------------------- ------------------------------ Net Income 11,379 7,834 34,200 21,603 Retained earnings at beginning of period 236,790 206,736 218,618 197,622 ----------------------------- ------------------------------ 248,169 214,570 252,818 219,225 Dividends paid 2,722 2,324 7,371 6,979 ----------------------------- ------------------------------ Retained earnings at end of period $245,447 $212,246 $245,447 $212,246 ------------------------------------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------------------------------------- Weighted average shares outstanding - Basic 38,837 38,746 38,780 38,778 Weighted average shares outstanding - Diluted 41,097 40,050 40,887 40,002 ------------------------------------------------------------------------------------------------------------------------- Earnings Per Share: Net income per share - Basic $.29 $.20 $.88 $.56 Net income per share - Diluted $.28 $.20 $.84 $.54 ------------------------------------------------------------------------------------------------------------------------- Dividends Per Share: $.07 $.06 $.19 $.18 -------------------------------------------------------------------------------------------------------------------------
Reflects September 1, 1999 2 for 1 stock split. CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS
(Dollars in thousands) Oct. 1. 1999 Dec. 31, 1998 ---------------------------------------------------------------------------------- --------------- --------------- Assets ---------------------------------------------------------------------------------- --------------- --------------- Current Assets Cash and cash equivalents $19,108 $16,189 Short-term investments 5,000 2,042 Accounts receivable, less allowances of $1,495 and $1,404 69,512 65,014 Inventories (Note 2) 68,351 60,285 Current portion of note receivable 6,540 7,485 Deferred income taxes 10,196 10,535 Prepaid expenses 6,946 5,258 --------------- --------------- Total Current Assets 185,653 166,808 ---------------------------------------------------------------------------------- --------------- --------------- Property, Plant and Equipment (Note 3) 177,054 161,712 Note Receivable from Joint Venture - 2,384 Equity Investment in Affiliates 19,446 27,751 Long-Term Supply Contracts 4,308 4,918 Intangibles 32,838 25,142 Other Assets 6,204 2,723 ---------------------------------------------------------------------------------- --------------- --------------- Total Assets $425,503 $391,438 ---------------------------------------------------------------------------------- --------------- --------------- Liabilities and Stockholders' Equity ---------------------------------------------------------------------------------- --------------- --------------- Current Liabilities Short-term borrowings $ 12,664 $ 18,500 Accounts payable and accrued expenses 105,904 98,069 Current portion of long-term debt 1,256 685 Income taxes payable 10,307 6,983 --------------- --------------- Total Current Liabilities 130,131 124,237 ---------------------------------------------------------------------------------- --------------- --------------- Long-Term Debt 30,011 29,630 Deferred Income Taxes 19,438 21,178 Deferred Liabilities 10,591 6,785 Nonpension Postretirement and Postemployment Benefits 15,620 14,770 Minority Interest 3,049 - Commitments and Contingencies (Note 12) Stockholders' Equity Preferred Stock - $1 par value Authorized 2,500,000 shares, none issued - - Common Stock - $.50 par value Authorized 100,000,000 shares, issued 46,660,988 shares 23,330 23,330 Additional paid-in capital 40,411 36,502 Retained earnings 245,447 218,618 Accumulated other comprehensive income (loss) (5,113) (782) --------------- --------------- 304,075 277,668 Less common stock in treasury, at cost - 7,892,044 shares in 1999 and 8,039,010 shares in 1998 (86,863) (82,281) Due from shareholder (549) (549) ---------------------------------------------------------------------------------- --------------- --------------- Total Stockholders' Equity 216,663 194,838 ---------------------------------------------------------------------------------- --------------- --------------- Total Liabilities and Stockholders' Equity $425,503 $391,438 ---------------------------------------------------------------------------------- --------------- ---------------
CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOW
Nine Months Ended ------------------- ------------------ (Dollars in thousands) Oct. 1, 1999 Sept. 25, 1998 - ----------------------------------------------------------------------------- ------------------- ------------------ Cash Flow From Operating Activities - ----------------------------------------------------------------------------- ------------------- ------------------ Net Income $34,200 $21,603 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion and amortization 14,321 12,504 Deferred income taxes (1,094) 791 Equity in income from affiliates (5,321) (4,170) Gain on sale of mineral rights (11,772) - Disposal of fixed assets 4,683 - Other 191 (37) Change in assets and liabilities: (Increase)/decrease in short-term investments (2,958) 941 (Increase) in accounts receivable (2,499) (16,359) (Increase) in inventories (5,157) (1,954) (Increase)/decrease in prepaid expenses (1,579) 1,440 Increase in accounts payable 5,061 3,251 Increase in income taxes payable 4,614 5,620 Increase in other liabilities 5,073 2,309 - ----------------------------------------------------------------------------- ------------------- ------------------ Net Cash Provided By Operating Activities 37,763 25,939 Cash Flow From Investing Activities - ----------------------------------------------------------------------------- ------------------- ------------------ Additions to property, plant and equipment (24,120) (18,581) Proceeds from sale of mineral rights 16,762 - Purchase of new product lines - (7,037) Acquisition of manufacturing facility - (9,035) Investment in affiliates (9,364) - Distributions from unconsolidated affiliates 2,861 3,906 Purchase of other assets (3,341) (2,133) Investment in note receivable - (3,000) Purchase of supply contract - (2,750) Proceeds from repayment of notes receivable 3,329 3,067 - ----------------------------------------------------------------------------- ------------------- ------------------ Net Cash (Used In) Investing Activities (13,873) (35,563) Cash Flow From Financing Activities - ----------------------------------------------------------------------------- ------------------- ------------------ Short-term debt (repayments) borrowing (7,353) 1,500 Long-term debt (repayments) borrowing (3,817) 18,500 Payment of cash dividends (7,371) (6,979) Proceeds from stock options exercised 5,470 2,462 Purchase of treasury stock (7,900) (8,373) - ----------------------------------------------------------------------------- ------------------- ------------------ Net Cash (Used In) Provided By Financing Activities (20,971) 7,110 Net Change In Cash and Cash Equivalents 2,921 (2,514) Cash And Cash Equivalents At Beginning Of Year 16,189 14,949 - ----------------------------------------------------------------------------- ------------------- ------------------ Cash And Cash Equivalents At End Of Period $19,108 $12,435 - ----------------------------------------------------------------------------- ------------------- ------------------
CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. The consolidated balance sheet as of October 1, 1999, the consolidated statements of income and retained earnings for the three and nine months ended October 1, 1999 and September 25, 1998, and the consolidated statements of cash flow for the nine months ended October 1, 1999 and September 25, 1998 have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments, except for the item in Note 7) necessary to present fairly the financial position, results of operations and cash flow at October 1, 1999 and for all periods presented have been made. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. It is suggested that these condensed consolidated financial statements be read in conjunction with the financial statements and notes thereto included in the Company's December 31, 1998 annual report to shareholders. The results of operations for the period ended October 1, 1999 are not necessarily indicative of the operating results for the full year. 2. Inventories consist of the following: Oct. 1, Dec.31, (in thousands) 1999 1998 - -------------------------------------------------------------------------------- Raw materials and supplies $22,652 $16,278 Work in process 14 160 Finished goods 45,685 43,847 -------------------------------- $68,351 $60,285 - -------------------------------------------------------------------------------- 3. Property, Plant and Equipment consist of the following: Oct. 1, Dec. 31, (in thousands) 1999 1998 - -------------------------------------------------------------------------------- Land $ 5,683 $ 4,896 Buildings and improvements 78,354 73,529 Machinery and equipment 173,683 173,595 Office equipment and other assets 14,664 14,347 Software 5,411 5,311 Mineral rights 416 5,931 Construction in progress 36,876 14,148 ------------------------------- 315,087 291,757 Less accumulated depreciation and amortization 138,033 130,045 ------------------------------- - -------------------------------------------------------------------------------- Net Property, Plant and Equipment $177,054 $161,712 CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 4. Equity Investment In Joint Venture The following table reflects summarized financial information for the Armand Products Company joint venture. The Company accounts for its 50 percent interest in the joint venture under the equity method. Product and services are provided to the Armand Products Company by the joint venture partners at cost. As a result, the following information would not be indicative of the financial position or results of operation had the joint venture operated on a stand-alone basis.
Three Months Ended Nine Months Ended Oct. 1, Sept. 25, Oct. 1, Sept. 25, (in thousands) 1999 1998 1999 1998 - ------------------------------------------------------------------------------------------------------------------- Net sales $9,177 $9,844 $28,504 $29,740 Gross profit 2,353 2,760 9,482 9,868 Net income 1,743 1,983 7,457 7,554 Company's share in net income 871 992 3,728 3,777 Elimination of Company's share of intercompany interest expense 45 89 175 299 ------------------------- ------------------------------ Equity in joint venture income $ 916 $1,081 $3,903 $4,076 - -------------------------------------------------------------------------------------------------------------------
5. 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. 6. Gain on Sale of Mineral Rights As previously announced, 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 to an insurance company for the present value of the remaining payments for approximately $13.9 million. 7. Impairment and Other Items As previously announced, the Company recorded a pre-tax charge of $6.2 million for impairment and certain other items relating to a planned plant shutdown late in 1999 which includes the rationalization of both toothpaste and powder laundry detergent production. Components of the impairment charge and the outstanding reserve balances included in accounts payable and accrued expenses consist of the following: Impairment Reserves at (In thousands) Charge (Disposals/Payments) Oct. 1, 1999 - ----------------------------------------------------------------------------------------------------- Fixed asset impairment $4,612 $(4,612) $ - Severance and other charges 1,578 (1,140) 438 --------------------------------------------------------- $6,190 $(5,752) $ 438
8. Segment Information Segment sales and operating profit for the third quarter and year to date 1999 and 1998 are as follows: Unconsolidated (In thousands) Consumer Specialty Affiliates Corporate Total - ---------------------------------------------------------------------------------------------------------------------------- Net Sales Third quarter 1999 $149,683 $42,964 $(6,698) - $185,949 Third quarter 1998 146,113 35,636 (4,922) - 176,827 Year to date 1999 441,546 124,731 (19,255) - 547,022 Year to date 1998 413,070 104,172 (14,870) - 502,372 Operating Profit Third quarter 1999 13,035 6,318 (1,355) (435) 17,563 Third quarter 1998 8,605 4,611 (1,195) - 12,021 Year to date 1999 29,897 20,306 (5,272) 5,582 50,513 Year to date 1998 21,535 14,382 (4,105) - 31,812 - -----------------------------------------------------------------------------------------------------------------------------
Product line net sales data for the third quarter and year to date periods are as follows: Laundry and Oral and Uncon- Household Personal Deodor- Specialty Animal Specialty solidated Cleaners Care izing Chemicals Nutrition Cleaners Affiliates Total - ----------------------------------------------------------------------------------------------------------------------------- 3rd Qtr 1999 $66,393 $40,958 $42,332 $24,918 $15,301 $2,745 $(6,698) $185,949 3rd Qtr 1998 64,770 44,582 36,761 19,442 13,376 2,818 (4,922) 176,827 YTD 1999 204,011 122,759 114,776 72,046 45,470 7,215 (19,255) 547,022 YTD 1998 195,978 120,290 96,802 59,766 35,600 8,806 (14,870) 502,372 - -----------------------------------------------------------------------------------------------------------------------------
9. Comprehensive Income The following table presents the Company's Comprehensive Income for the three and nine months ending October 1, 1999 and September 25, 1998.
Three Months Ended Nine Months Ended Oct. 1, Sept. 25, Oct. 1, Sept. 25, (in thousands) 1999 1998 1999 1998 - -------------------------------------------------------------------------------------------------------------------- Net Income $11,379 $7,834 $34,200 $21,603 Other Comprehensive Income, net of tax: Foreign exchange translation adjustments (535) (1) (4,331) (102) ---------------------------- --------------------------- Comprehensive Income $10,844 $7,833 $29,869 $21,501 - --------------------------------------------------------------------------------------------------------------------
10. Acquisition On May 7, 1999, the Company exercised its option and purchased an additional 35% interest in two Brazilian bicarbonate/carbonate-related chemical companies. This brings the Company's total ownership to 75%. The acquisition, costing approximately $9.1 million, had approximately $4.8 million allocated to Goodwill and was financed by short-term borrowing. An additional amount, currently estimated at $2.0 million, may be payable in March, 2001, contingent upon the performance of the two Brazilian companies. 11. Fluid Note Receivable In conjunction with the July 1998 purchase of the Lakewood, New Jersey, manufacturing facility, the Company loaned Fluid Packaging Co., Inc. $3.0 million at an interest rate of 8% per annum. The note was payable no later than July 15, 1999 and is secured by a pledge of and security interest in 65% of the capital stock of Allied Mexico, S.A. de C.V., a wholly-owned subsidiary of Fluid Packaging. The note was not paid by its maturity date. The Company is proceeding toward the resolution of the matter, leading to the collection of the note. After reviewing the value of the collateral, the Company believes the carrying value of the note is fully recoverable. 12. Stock Split On July 29, 1999, the Company announced a 2 for 1 stock split. The shares resulting from the stock split were distributed on September 1, 1999, to stockholders of record at close of business on August 10, 1999. Financial information contained elsewhere in these financial statements has been adjusted to reflect the impact of the stock split. 13. Subsequent Event On October 28, 1999, the Company announced it was entering the bathroom cleaner category with the acquisition of two major brands, CLEAN SHOWER(R) from Clean Shower L.P. and SCRUB FREE(R) from Benckiser Consumer Products, Inc. As part of the Scrub Free transaction, the Company will also acquire the DELICARE(R) fine fabric wash brand. Definitive agreements have been concluded and both transactions are subject to FTC approval. The combined purchase price of both transactions is approximately $55 million and will be financed by the use of the Company's lines of credit. 14. Contingencies The Company, in the ordinary course of its business, is the subject of, or a party to, various pending or threatened legal actions. The Company believes that any ultimate liability arising from these actions will not have a material adverse effect on its consolidated financial statements. 15. Reclassification Certain prior year amounts have been reclassified in order to conform with the current year presentation. MANAGEMENT'S DISCUSSION AND ANALYSIS Results of Operations - --------------------- For the quarter ended October 1, 1999, net income was $11.4 million, equivalent to basic earnings of $.29 per share, from $7.8 million or $.20 per share, in last year's third quarter. Diluted earnings were $.28 per share compared to $.20 per share last year. For the first nine months of 1999, net income was $34.2 million or basic earnings of $.88 per share compared to $21.6 million or $.56 per share last year. Diluted earnings were $.84 per share compared to $.54 per share last year. The current year results include a net pre-tax gain of $5.6 million or $.08 per share from two previously announced events - the sale of Trona mineral reserves in January, less an impairment charge related to plant restructuring activity in 1999. Last year's results included a $3.5 million gain from the sale of technology. Excluding the one-time items in both years, diluted earnings would have been $.76 per share this year compared to $.49 per share last year. Net sales for the quarter increased by 5.1% to $185.9 million from $176.8 million in the same period last year. Consumer product sales increased 2.4%, led by higher sales of the Deodorizing product line. Last year's results reflected a 24% increase in consumer product sales relating to pipeline shipments of two major new products introduced in late 1997 and early 1998 - ARM & HAMMER(R) SUPER SCOOP(TM) Cat Litter and ARM & HAMMER DENTAL CARE Gum. Specialty products sales were higher due to strong sales of animal nutrition products and the inclusion of QGN - the Company's Brazilian subsidiary, whose results are now consolidated. Net sales for the first nine months of 1999 were $547.0 million as compared to $502.4 million last year, an 8.9% increase. This increase is due to the same factors as the current quarter. The Company's gross margin was 45.7% and 45.0% for the quarter and nine month period, respectively. This compares with 44.8% and 44.9% for the same periods last year. The primary reasons for the increase were lower material costs and improved distribution efficiencies. This increase was partially offset by the inclusion of the Brazilian subsidiary, the use of co-packers to meet higher than expected order requirements and 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. Advertising, consumer and trade promotion expenses were lower $3.3 million in the current quarter and $.9 million for the nine month period, respectively. The reduction in the current quarter is due to lower expenses in the Oral and Personal Care product line, particularly in support of ARM & HAMMER DENTAL CARE Gum, which was introduced in 1998. This reduction was partially offset by higher expenses associated with the Laundry and Household Cleaner and Deodorizing product lines. The lower expense for the nine month period is due to the same factors as the current quarter. Selling, general and administrative expenses increased $3.1 million in the current quarter and $5.0 million for the nine month period. The current quarter increase is primarily due to higher selling and outside service costs, partially offset by the reorganization of the specialty cleaning business. The increase for the nine month period is primarily due to higher selling expenses, personnel-related costs, outside service costs and lower software capitalization. These increases were partially offset by the reorganization of the specialty cleaning business. Earnings from affiliates increased due to the formation of the ArmaKleen Company as a 50% owned affiliate, which product lines prior to this year were fully consolidated. Both investment income and interest expense were relatively unchanged in both the three and nine month periods. The effective tax rate for the first nine months was 37.0%, down from 37.6% in the prior year. The decrease in the rate is a result of a lower effective tax rate associated with the Company's Brazilian subsidiary. Minority interest represents 25% of the net income associated with the Company's Brazilian subsidiary. Liquidity and Capital Resources - ------------------------------- The Company considers cash and short-term investments as the principal measurement of its liquidity. At October 1, 1999, cash, including cash equivalents and short-term investments totaled $24.1 million as compared to $18.2 million at December 31, 1998. During the first nine months of 1999, the Company generated $37.8 million of cash flow from operating activities, received $16.8 million from the sale of mineral rights and received $5.5 million from stock options exercised. Significant expenditures include additions to property, plant and equipment of $24.1 million, additional investments in subsidiaries of $9.4 million, the payment of cash dividends of $7.4 million, the purchase of treasury stock of $7.9 million and the partial repayment of debt of $11.2 million. Year 2000 Update - ---------------- As outlined in the 10-K for the year ended December 31, 1998, the Company has developed plans to address the possible exposures related to the impact on its computer systems of the Year 2000. These plans have not changed materially in terms of scope or estimated costs to complete, and are progressing according to previously identified time schedules. Total expenditures incurred on Y2K-related projects through the first nine months of 1999 are estimated at approximately $12.6 million. While the costs of the remaining required changes is not yet fully known, we expect the total estimated costs of the Y2K-related projects to be approximately $13.1 million. Fluid Note Receivable - --------------------- In conjunction with the July 1998 purchase of the Lakewood, New Jersey, manufacturing facility, the Company loaned Fluid Packaging Co., Inc. $3.0 million at an interest rate of 8% per annum. The note was payable no later than July 15, 1999 and is secured by a pledge of and security interest in 65% of the capital stock of Allied Mexico, S.A. de C.V., a wholly-owned subsidiary of Fluid Packaging. The note was not paid by its maturity date. The Company is proceeding toward the resolution of the matter, leading to the collection of the note. After reviewing the value of the collateral, the Company believes the carrying value of the note is fully recoverable. Cautionary Note on Forward-Looking Statements - --------------------------------------------- This report contains forward-looking statements relating, among others, to financial objectives, sales growth and cost reduction 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. PART II - Other Information Item 6. Exhibits and Reports on Form 8-K - ------- -------------------------------- (a) Exhibits (11) Computation of earnings per share (27) Financial Data Schedule (b) No reports on Form 8-K were filed for the three months ended October 1, 1999. CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES EXHIBIT 11 - Computation of Earnings Per Share (In thousands except per share amounts)
Three Months Ended Nine Months Ended ------------ ------------ ------------ ------------ Oct. 1, Sept. 25, Oct. 1, Sept. 25, 1999 1998 1999 1998 ------------ ------------ ------------ ------------ BASIC: Net Income $11,379 $7,834 $34,200 $21,603 Weighted average shares outstanding 38,837 38,746 38,780 38,778 Basic earnings per share $0.29 $0.20 $0.88 $0.56 DILUTED: Net Income $11,379 $7,834 34,200 $21,603 Weighted average shares outstanding 38,837 38,746 38,780 38,778 Incremental shares under stock option plans 2,260 1,304 2,107 1,224 ------------ ------------ ------------ ------------ Adjusted weighted average shares outstanding 41,097 40,050 40,887 40,002 ------------ ------------ ------------ ------------ Diluted earnings per share $0.28 $0.20 $0.84 $0.54
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. CHURCH & DWIGHT CO., INC. (REGISTRANT) DATE: November 11, 1999 /s/Zvi Eiref ----------------------------------- ZVI EIREF VICE PRESIDENT FINANCE AND CHIEF FINANCIAL OFFICER DATE: November 11, 1999 /s/Gary P. Halker ------------------------------------- GARY P. HALKER VICE PRESIDENT, CONTROLLER AND CHIEF INFORMATION OFFICER EX-27 2 FDS --
5 1000 9-MOS DEC-31-1999 JAN-01-1999 OCT-01-1999 19,108 5,000 71,007 1,495 68,351 185,653 315,087 138,033 425,503 130,131 30,011 0 0 23,330 193,333 425,503 547,022 547,022 301,018 301,018 0 150 2,180 54,947 20,330 34,200 0 0 0 34,200 0.88 0.84 On July 29, 1999, the Company announced a 2 for 1 stock split. The shares resulting from the stock split were distributed on September 1, 1999, to stockholders of record at close of business on August 10, 1999. Prior Financial Data Schedules have not been restated.
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