CHURCH & DWIGHT CO INC /DE/
10-Q, 1998-11-09
SOAP, DETERGENTS, CLEANG PREPARATIONS, PERFUMES, COSMETICS
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                    FORM 10-Q

                  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
                     THE SECURITIES AND EXCHANGE ACT OF 1934

For the quarter ended September 25, 1998          Commission file No. 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 October 27, 1998, there were 19,277,523  shares of Common
Stock outstanding.

<PAGE>


                         PART I - FINANCIAL INFORMATION

                   CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES
             CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS
                                   (Unaudited)


<TABLE>
<CAPTION>

                                                                Three Months Ended                  Nine Months Ended
                                                            -----------------------------  ---------------------------------
                                                                 Sept. 25,       Sept. 26,        Sept. 25,     Sept. 26,
    (In thousands, except per share data)                          1998            1997              1998          1997
    ------------------------------------------------------------------------------------------------------------------------
<S>                                                                  <C>           <C>               <C>           <C>     
    Net Sales                                                        $176,827      $146,328          $502,372      $417,799
    Cost of sales                                                     101,195        83,161           287,957       238,991
                                                           ---------------------------------   -----------------------------

    Gross profit                                                       75,632        63,167           214,415       178,808
    Selling, general and administrative expenses                       63,611        53,864           186,103       154,775
    Sale of Technology                                                      -             -           (3,500)             -
                                                           ---------------------------------   -----------------------------

    Income from Operations                                             12,021         9,303            31,812        24,033
    Equity in earnings of affiliates                                    1,207         1,242             4,170         4,252
    Investment income                                                     348           328               938         1,136
    Other income/(expense)                                               (84)             -             (219)         1,397
    Interest expense                                                    (893)         (252)           (2,065)         (421)
                                                           ---------------------------------   -----------------------------

    Income before taxes                                                12,599        10,621            34,636        30,397
    Income taxes                                                        4,765         4,194            13,033        11,463
                                                           ---------------------------------   -----------------------------

    Net Income                                                          7,834         6,427            21,603        18,934
    Retained earnings at beginning of period                          206,736       190,288           197,622       182,069
                                                           ---------------------------------   -----------------------------

                                                                      214,570       196,715           219,225       201,003
    Dividends paid                                                      2,324         2,332             6,979         6,620
                                                           ---------------------------------   -----------------------------

    Retained earnings at end of period                               $212,246      $194,383          $212,246      $194,383
    ------------------------------------------------------------------------------------------------------------------------

    -----------------------------------------------------------------------------------------------------------------------
    Weighted average shares outstanding - Basic                        19,373        19,439            19,389       19,465
    Weighted average shares outstanding - Diluted                      20,025        19,998            20,001       19,944
    -----------------------------------------------------------------------------------------------------------------------

    Earnings Per Share:
    Net income per share - Basic                                         $.40          $.33             $1.11          $.97
    Net income per share - Diluted                                       $.39          $.32             $1.08          $.95
    ------------------------------------------------------------------------------------------------------------------------

    Dividends Per Share:                                                 $.12          $.12              $.36          $.34
    ------------------------------------------------------------------------------------------------------------------------
</TABLE>
                                    2 of 13
<PAGE>
                   CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS


<TABLE>
<CAPTION>
                                                                                 September 25,         December 31,
                                                                                      1998                     1997
                                                                               ------------------- -----------------
    (Dollars in thousands)                                                        (Unaudited)
    -------------------------------------------------------------------------- ------------------- -----------------
    Assets
    -------------------------------------------------------------------------- ------------------- -----------------
<S>                                                                                      <C>               <C>
    Current Assets
        Cash and cash equivalents                                                        $ 12,435          $ 14,949
        Short-term investments                                                              3,052             3,993
        Accounts receivable, less allowances of $1,404 and $1,532                          65,884            49,566
        Inventories (Note 2)                                                               64,314            61,275
        Deferred income taxes                                                               9,836             9,802
        Prepaid expenses                                                                    4,278             5,727
         Current portion of notes receivable                                                7,393             4,131
                                                                               ------------------- -----------------
    Total Current Assets                                                                  167,192           149,443
    -------------------------------------------------------------------------- ------------------- -----------------
    Property, Plant and Equipment (Note 3)                                                160,341           142,343
    Note Receivable from Joint Venture                                                      3,540             6,869
    Equity Investment in Affiliates                                                        27,135            26,871
    Long-Term Supply Contracts                                                              5,121             2,775
    Intangibles and Other Assets                                                           28,342            22,713
    -------------------------------------------------------------------------- ------------------- -----------------
    Total Assets                                                                         $391,671          $351,014
    -------------------------------------------------------------------------- ------------------- -----------------

    Liabilities and Stockholders' Equity
    -------------------------------------------------------------------------- ------------------- -----------------
    Current Liabilities
         Short-term borrowings                                                           $ 33,500          $ 32,000
         Accounts payable and accrued expenses                                             95,236            92,090
         Current portion of long-term debt                                                  1,256               685
        Income taxes payable                                                                6,939             1,456
                                                                               ------------------- -----------------
    Total Current Liabilities                                                             136,931           126,231
    -------------------------------------------------------------------------- ------------------- -----------------
    Long-Term Debt                                                                         24,744             6,815
    Deferred Income Taxes                                                                  21,412            20,578
    Deferred Liabilities                                                                    5,775             3,786
    Nonpension Postretirement and Postemployment Benefits                                  14,584            14,263

    Commitments and Contingencies

    Stockholders' Equity
    Preferred Stock - $1 par value
        Authorized 2,500,000 shares, none issued                                                -                 -
    Common Stock - $1 par value
        Authorized 100,000,000 shares, issued 23,330,494 shares                            23,330            23,330
    Additional paid-in capital                                                             35,122            34,097
    Retained earnings                                                                     212,246           197,622
    Cumulative translation adjustments                                                      (693)             (591)
                                                                               ------------------- -----------------
                                                                                          270,005           254,458
    Less common stock in treasury, at cost -
        4,032,971 shares in 1998 and 3,893,155 shares in 1997                            (81,231)          (74,568)
    Due from officers                                                                       (549)             (549)
    -------------------------------------------------------------------------- ------------------- -----------------
    Total Stockholders' Equity                                                            188,225           179,341
    -------------------------------------------------------------------------- ------------------- -----------------
    Total Liabilities and Stockholders' Equity                                           $391,671          $351,014
    -------------------------------------------------------------------------- ------------------- -----------------
</TABLE>
                                    3 of 12
<PAGE>
                   CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOW
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                          Nine Months Ended
                                                                               ------------------------------------
                                                                                 September 25,     September 26,
(Dollars in thousands)                                                               1998               1997
- ------------------------------------------------------------------------------ ------------------ -----------------
Cash Flow From Operating Activities
- ------------------------------------------------------------------------------ ------------------ -----------------
<S>                                                                                      <C>               <C>    
Net Income                                                                               $21,603           $18,934

Adjustments   to  reconcile  net  income  to  net  cash  provided  by  operating
activities:
         Depreciation, depletion and amortization                                         12,504            10,433
         Deferred income taxes                                                               791               774
         Equity in joint venture income                                                  (4,170)           (4,252)
         Other                                                                              (37)              (65)

Change in assets and liabilities:
         Decrease in short-term investments                                                  941                11
         (Increase) in accounts receivable                                              (16,359)          (18,161)
         (Increase) in inventories                                                       (1,954)           (3,631)
         Decrease in prepaid expenses                                                      1,440               299
         Increase in accounts payable                                                      3,251               497
         Increase/(decrease) in income taxes payable                                       5,620             (240)
         Increase in other liabilities                                                     2,309               646
- ------------------------------------------------------------------------------ ------------------ -----------------
Net Cash Provided By Operating Activities                                                 25,939             5,245

Cash Flow From Investing Activities
- ------------------------------------------------------------------------------ ------------------ -----------------
Additions to property, plant and equipment                                              (18,581)           (6,662)
Acquisition of manufacturing facility                                                    (9,035)                 -
Investment in notes receivable                                                           (3,000)                 -
Investment in affiliates                                                                       -          (10,416)
Proceeds from notes receivable                                                             3,067                 -
Distributions from joint venture                                                           3,906             4,449
Purchase of supply contract                                                              (2,750)                 -
Purchase of other assets                                                                 (2,133)             (875)
Acquisition of new product lines                                                         (7,037)          (31,439)
- ------------------------------------------------------------------------------ ------------------ -----------------
Net Cash (Used In) Investing Activities                                                 (35,563)          (44,943)

Cash Flow From Financing Activities
- ------------------------------------------------------------------------------ ------------------ -----------------
Short-term borrowing                                                                       1,500            32,000
Long-term borrowing                                                                       18,500                 -
Payment of cash dividends                                                                (6,979)           (6,620)
Proceeds from stock options exercised                                                      2,462             1,558
Purchase of treasury stock                                                               (8,373)           (2,433)
- ------------------------------------------------------------------------------ ------------------ -----------------
Net Cash Provided By Financing Activities                                                  7,110            24,505

Net Change In Cash and Cash Equivalents                                                  (2,514)          (15,193)
 Cash And Cash Equivalents At Beginning Of Year                                           14,949            22,902
- ------------------------------------------------------------------------------ ------------------ -----------------
Cash And Cash Equivalents At End Of Period                                               $12,435          $  7,709
- ------------------------------------------------------------------------------ ------------------ -----------------
</TABLE>
                                    4 of 12
<PAGE>
                   CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


1. The  consolidated  balance sheet as of September 25, 1998,  the  consolidated
statements  of income and retained  earnings for the three and nine months ended
September  25, 1998 and September  26, 1997 and the  consolidated  statements of
cash flow for the nine  months  then ended  have been  prepared  by the  Company
without audit. In the opinion of management, all adjustments (which include only
normal  recurring   adjustments)  necessary  to  present  fairly  the  financial
position,  results of operations and cash flow at September 25, 1998 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, 1997 annual
report to shareholders. The results of operations for the period ended September
25, 1998 are not  necessarily  indicative of the operating  results for the full
year.




<TABLE>
<CAPTION>
2.       Inventories consist of the following:                                            Sept. 25,      Dec. 31,
    (in thousands)                                                                          1998           1997
- -------------------------------------------------------------------------------------- ------------- ---------------
<S>                                                                                         <C>             <C>    
Raw materials and supplies                                                                  $20,546         $16,848
Finished goods                                                                               43,768          44,427
                                                                                       ------------- ---------------
                                                                                            $64,314         $61,275
- -------------------------------------------------------------------------------------- ------------- ---------------
</TABLE>

<TABLE>
<CAPTION>
3.       Property, Plant and Equipment consist of the following:                        Sept. 25,        Dec. 31,
    (in thousands)                                                                         1998            1997
- ------------------------------------------------------------------------------------ -------------- ----------------
<S>                                                                                      <C>             <C>       
Land                                                                                     $   4,804       $    3,258
Buildings and improvements                                                                  72,327           68,075
Machinery and equipment                                                                    170,692          165,174
Office equipment and other assets                                                           13,344           13,355
Software                                                                                     4,900                -
Mineral rights                                                                               5,931            5,931
Construction in progress                                                                    16,260            3,304
                                                                                     -------------- ----------------
                                                                                           288,258          259,097
Less accumulated depreciation and amortization                                             127,917          116,754
                                                                                     -------------- ----------------
Net Property, Plant and Equipment                                                         $160,341         $142,343
- ------------------------------------------------------------------------------------ -------------- ----------------
</TABLE>
                                    5 of 12
<PAGE>
                   CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

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.

<TABLE>
                                                              Three Months Ended             Nine Months Ended
                                                          --------------------------    -------------------------
                                                             Sept. 25,    Sept. 26,        Sept. 25,    Sept. 26,
(in thousands)                                                 1998         1997             1998         1997
- ------------------------------------------------------------------------------------------------------------------
<S>                                                            <C>          <C>               <C>          <C>    
Net sales                                                      $ 9,844      $10,004           $29,740      $30,866
Gross profit                                                     2,760        3,344             9,868       10,852
Net income                                                       1,983        2,522             7,554        8,348

Company's share in net income                                      992        1,261             3,777        4,174
Elimination of Company's share of intercompany interest
    expense                                                         89          113               299          340
                                                          ------------- ------------      ------------ -------------
Equity in joint venture income                                  $1,081      $ 1,374            $4,076      $ 4,514
- --------------------------------------------------------------------------------------------------------------------
</TABLE>

The Company also has an equity interest in a Brazilian company.


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.  Prior year amounts have
been restated to conform with  Statement of Financial  Accounting  Standards No.
128 "Earnings Per Share".


6.       Accounting Change

During  the first  quarter of 1998,  the  Company  adopted  AICPA  Statement  of
Position  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.  There was no  material  effect on net
income  for the third  quarter  but there was a $2.7  million  or $.14 per basic
share effect for the nine month period.


7.       Acquisitions

On January 26, 1998, the Company's  Brotherton  Speciality  Products  subsidiary
purchased  Kingston  Chemical  Ltd.,  a  supplier  of  specialty  chemicals  for
approximately $1.7 million.

On January 29, 1998, the Company closed on its previously announced  acquisition
of TOSS N' SOFT Dryer Sheets from The Dial  Corporation for  approximately  $5.3
million.

On July 15, 1998, the Company  purchased  from the Fluid  Packaging Co., Inc., a
manufacturing  facility  and  machinery  located  in  Lakewood,  New  Jersey for
approximately $9.0 million.  In addition,  the Company loaned to Fluid Packaging
$3.0 million at an interest  rate of 8% per annum.  The note is 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.

                                    6 of 12

<PAGE>
8.       Comprehensive Income

During June 1997, the Financial  Accounting  Standards Board issued Statement of
Financial  Accounting Standards No. 130, "Reporting  Comprehensive  Income". The
statement was effective for fiscal years  beginning  after December 15, 1997 and
establishes  standards for the reporting and displaying of comprehensive income.
The following  table presents the Company's  Comprehensive  Income for the three
and nine month periods ending September 25, 1998 and September 26, 1997.
<TABLE>
<CAPTION>
                                                             Three Months Ended                 Nine Months Ended
                                                             ------------------                 -----------------
                                                            Sept 25,        Sept 26,           Sept 25,       Sept 26,
(in thousands)                                                1998            1997               1998           1997
- ----------------------------------------------------------------------------------------------------------------------
<S>                                                         <C>             <C>                 <C>            <C>    
Income before taxes                                         $12,599         $10,621             $34,636        $30,397
Other Comprehensive Income:
       Foreign exchange translation adjustments                  (1)           (217)               (102)          (381)
                                                         --------------------------        ---------------------------
Comprehensive Income                                        $12,598         $10,404             $34,534        $30,016
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>


9.       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.

                                    7 of 12

<PAGE>


                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                      ------------------------------------

Results of Operations
- ---------------------

For the  quarter  ended  September  25,  1998,  net  income  was  $7.8  million,
equivalent  to basic  earnings  of $.40 per share from $6.4  million or $.33 per
share,  in last  year's  third  quarter.  Diluted  earnings  were $.39 per share
compared  to $.32 per share last year.  For the first nine  months of 1998,  net
income was $21.6 million or basic  earnings of $1.11 per share compared to $18.9
million  or $.97 per share  last  year.  Diluted  earnings  were $1.08 per share
compared to $.95 per share last year.

Net sales for the quarter were $176.8 million, a $30.5 million or 20.8% increase
versus last year.  The  increase is  primarily a result of the launch of two new
major consumer products, ARM & HAMMER SUPER SCOOP(TM) Cat Litter, in last year's
third  quarter and ARM & HAMMER  DENTAL  CARE(TM)  Gum,  in early 1998.  It also
includes the sales of  BRILLO(R)  Soap Pads and certain  other  brands  acquired
during the third quarter of 1997.  With regard to established  brands,  sales of
laundry  products  and  deodorizing  products  were higher but sales of personal
products  were  lower.  Specialty  Products  sales  were  slightly  higher  with
particular strength in the animal nutrition area.

Net Sales for the first nine months of 1998 were $502.4  million,  $84.6 million
or 20.2%  ahead of 1997.  The  aforementioned  new  products  were also the main
reason for the nine month  increase.  Within the  established  products,  higher
laundry  and  deodorizer  products  sales were offset by lower sales of personal
products. Specialty Products sales were slightly higher.

The  Company's  gross  margin was 42.8% and 42.7% for the quarter and nine month
period, respectively. This compares with 43.2% and 42.8% for the same periods of
last year.  This  change is due to lower  manufacturing  costs  offset by a less
favorable  sales mix and,  in the current  quarter,  higher  distribution  costs
partly related to short term inventory imbalances.

Selling,  general and  administrative  expenses  increased  $9.7  million in the
current  quarter and $31.3 million for the nine month period.  Selling  expenses
for the quarter were higher primarily due to support of ARM & HAMMER DENTAL CARE
Gum,  ARM & HAMMER  DENTAL CARE  dentifrice  and BRILLO  Soap Pads.  General and
administrative expenses for the quarter were slightly lower as a result of lower
net costs for information  systems  partially offset by higher personnel related
costs. Selling expenses increased for the nine month period primarily in support
of new  products,  mainly ARM & HAMMER DENTAL CARE Gum, ARM & HAMMER SUPER SCOOP
Cat Litter and BRILLO Soap Pads,  partially  offset by lower  expenses for ARM &
HAMMER Deodorant Anti-Perspirant.  General and administrative expenses increased
for the  nine  months  as a result  of  higher  personnel  related  costs  being
partially offset by lower net costs for information systems.

During the second  quarter,  the Company  recognized a one-time  gain as it sold
research and development technology for $3.5 million.

The Company's  joint  venture,  Armand  Products  Company,  saw sales  virtually
unchanged but earnings  decline 21.3% for the current  quarter versus last year.
For the nine month period, sales declined 3.6% and earnings declined 9.7% versus
the same period of last year.

Interest  expense  increased versus last year as a result of an increase in both
short-term and long-term debt to finance the purchase of new product lines,  the
Lakewood plant  acquisition  and capital  expenditures  associated with software
capitalization  and the Green  River  plant  modernization  project.  Investment
income  decreased  due to having a lower  amount of average cash  available  for
investment.  Other  income  and  expense  is lower  primarily  as a result  of a
settlement  from a class action suit against the Carbon Dioxide supply  industry
in 1997.

The  effective tax rate for the first nine months was 37.6% as compared to 37.7%
from last year.


Liquidity and Capital Resources
- -------------------------------

The  Company  considers  cash  and  short-term   investments  as  the  principal
measurement  of its  liquidity.  At September  25, 1998,  cash,  including  cash
equivalents  and  short-term  investments  totaled  $15.5 million as compared to
$18.9 million at December 31, 1997.

                                    8 of 12
<PAGE>

During the first nine months of 1998,  the Company  generated  $25.9  million of
cash flow from operating activities,  increased debt by $20.0 million,  received
$3.9 million in  distributions  from its  affiliates,  received $2.5 million for
stock  options  exercised  and received  $3.1 million for the repayment of notes
receivable.  Significant  expenditures include additions to property,  plant and
equipment  of  $27.6  million   (including   the  earlier   mentioned   software
capitalization  and  the  acquisition  of  the  Lakewood,   N.J.,  manufacturing
facility),  the purchase of new product lines of $7.0 million and treasury stock
of $8.4  million,the  payment of cash dividends of $7.0 million and the issuance
of a note receivable to Fluid Packaging for $3.0 million.


Year 2000 Compliance
- --------------------

The Year 2000 ("Y2K")  compliance  issues  affect Church & Dwight and most other
companies in the world.  Historically,  certain  computer  programs were written
using two digits rather than four to define the  applicable  year. As a result ,
software may  recognize a date using the two digits "00" as 1900 rather than the
year  2000.  Computer  programs  that do not  recognize  the  proper  date could
generate  erroneous  data or cause  systems to fail. In order to address the Y2K
compliance issue, Church & Dwight has established a Y2K project plan that covers
both  traditional   computer  systems  and  infrastructure  ("IT  systems")  and
computer-based  manufacturing and related systems (non-IT systems"). The general
phases of the Y2K project common to both types of systems are:  inventoring  Y2K
items; assigning priorities to identified items; assessing the Y2K compliance of
items  determined  to be  material to the  Company;  remediation  (repairing  or
replacing)  of  material  items  that are  determined  not to be Y2K  compliant;
testing material items; and designing and implementing  contingency and business
continuation plans.

With  regard  to  IT  systems,  the  Company  completed  and  implemented  a new
enterprise  software  package  from SAP  America,  Inc. on April 27,  1998.  The
installation of this Y2K compliant software package  substantially  replaced the
core   transaction   processing   and  recording   capabilities   of  our  older
non-compliant  IT systems.  The  remaining  IT systems  that are material to the
effective  management  of  the  business  have  been  inventoried,  prioritized,
assessed  and repair or  replacement  and testing  activities  are planned to be
complete by the latter part of 1999.

Non-IT   systems,   which   include   manufacturing   equipment   with  embedded
microprocessors,  are being  inventoried  and  priorities  are being assigned to
identified items in the fourth quarter of 1998.  Assessment,  implementation and
testing of required  changes to  critical  systems is expected to be complete by
the latter part of 1999, but the work is ongoing.

The Company is in contact with its major customers and is planning on contacting
vendors  and  others  on whom it relies to assure  that  their  systems  will be
converted.  However,  there  can be no  assurance  that  the  systems  of  other
companies  will be timely  converted and there is no way to predict what impact,
if any, this will have on the Company's operations.

The Y2K compliance  expenditures  incurred through the third quarter of 1998 are
approximately $10 million.  While the costs of the remaining required changes is
not yet fully known,  we expect the total  estimated costs of the Y2K project to
be in the $12 million to $13 million range.

The failure to correct a material Y2K problem  could  result in an  interruption
in, or failure of,  certain  normal  business  activities  or  operations.  Such
failures  could  materially  and  adversely  affect  the  company's  results  of
operations,  liquidity and financial  condition.  Due to the general uncertainty
inherent in the Y2K problem  resulting in part from the  uncertainty  of the Y2K
readiness  of  third-party  suppliers  and  customers,  the Company is unable to
determine at this time  whether the  consequences  of Y2K  failures  will have a
material impact on the Company's  results of operations,  liquidity or financial
condition.  The Y2K  Project  is  expected  to  reduce  the  Company's  level of
uncertainty about the Year 2000 problem.

Contingency  plans to protect the business  from Y2K related  interruptions  are
being  developed.  These plans will be  completed  during 1999 and will  include
development of back-up  procedures,  identifications of alternate  suppliers and
possible  increases  in safety stock  inventory  levels.  The Company  believes,
however,  that  due to the  widespread  nature  of  potential  Y2K  issues,  the
contingency  planning  process is an  ongoing  one which  will  require  further
modifications as the Company obtains  additional  information  regarding its own
internal  systems and equipment  needs  determined  during the  remediation  and
testing phases of its Y2K project, and the status of third party Y2K readiness.



                                    9 of 12

<PAGE>

Forward-Looking Statements
- --------------------------

The preceding "Year 2000 Compliance" discussion contains various forward-looking
statements  which  represent the  Company's  beliefs or  expectations  regarding
future events.  When used in the "Year 2000  Compliance " discussion,  the words
"believes,"  "expects,"  "estimates"  and similar  expressions  are  intended to
identify forward-looking statements. Forward-looking statements include, without
limitation,  the  Company's  expectations  as  to  when  it  will  complete  the
remediation  and testing phases of its Y2K project plans;  its estimated cost of
achieving Y2K readiness;  and the Company's belief that its internal systems and
equipment  will  be  Y2K  compliant  in a  timely  manner.  All  forward-looking
statements  involve a number of risks and  uncertainties  that  could  cause the
actual results to differ materially from the projected results. Factors that may
cause these  differences  include,  but are not limited to, the  availability of
qualified personnel and other information  technology resources;  the ability to
identify and remediate all date  sensitive  lines of computer code or to replace
embedded  computer  chips in affected  systems or equipment;  and the actions of
other third parties with respect to Y2K problems.




                           PART II - Other Information
                           ---------------------------


Item 6.  Exhibits and Reports on Form 8-K
         --------------------------------

         (a)    Exhibits
                (11) Computation of earnings per share

         (b) No  reports  on Form 8-K were  filed  for the  three  months  ended
September 25, 1998.

                                    10 of 12
<PAGE>



                   CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES
                 EXHIBIT 11 - Computation of Earnings Per Share
                     (In thousands except per share amounts)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                  Three Months Ended                Nine Months Ended
                                                               -------------------------         -------------------------
                                                                Sept. 25,    Sept. 26,            Sept. 25,    Sept. 26,
                                                                    1998         1997                 1998         1997
                                                               ------------ ------------         ------------ ------------
<S>                                                                 <C>          <C>                 <C>          <C>    
BASIC:
      Net Income                                                    $7,834       $6,427              $21,603      $18,934

Weighted average shares outstanding                                 19,373       19,439               19,389       19,465

Basic earnings per share                                              $.40         $.33                $1.11         $.97

DILUTED:
      Net Income                                                    $7,834       $6,427              $21,603      $18,934

Weighted average shares outstanding                                 19,373       19,439               19,389       19,465
Incremental shares under stock option plans                            652          559                  612          479
                                                               ------------ ------------         ------------ ------------
Adjusted weighted average shares outstanding                        20,025       19,998               20,001       19,944
                                                               ------------ ------------         ------------ ------------

Diluted earnings per share                                            $.39         $.32                $1.08         $.95
</TABLE>



                                    11 of 12
<PAGE>


                                   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 6, 1998                     Zvi Eiref
         ----------------                     --------------------------
                                              ZVI EIREF
                                              VICE PRESIDENT FINANCE AND
                                              CHIEF FINANCIAL OFFICER






DATE:    November 6, 1998                     Gary P. Halker
         ----------------                     ---------------------------       
                                              GARY P. HALKER
                                              VICE PRESIDENT, CONTROLLER AND
                                              CHIEF INFORMATION OFFICER


                                    12 of 12

<TABLE> <S> <C>

<ARTICLE> 5
<MULTIPLIER>1000
       
<S>                           <C>
<PERIOD-TYPE>                 9-MOS
<FISCAL-YEAR-END>             DEC-31-1998
<PERIOD-START>                JAN-01-1998
<PERIOD-END>                  SEP-25-1998
<CASH>                        12435
<SECURITIES>                  3052
<RECEIVABLES>                 67288
<ALLOWANCES>                  1404
<INVENTORY>                   64314
<CURRENT-ASSETS>              167192
<PP&E>                        288258
<DEPRECIATION>                127917
<TOTAL-ASSETS>                391671
<CURRENT-LIABILITIES>         136931
<BONDS>                       6244
         0
                   0
<COMMON>                      23330
<OTHER-SE>                    164895
<TOTAL-LIABILITY-AND-EQUITY>  391671
<SALES>                       502372
<TOTAL-REVENUES>              502372
<CGS>                         287957
<TOTAL-COSTS>                 287957
<OTHER-EXPENSES>              0
<LOSS-PROVISION>              150
<INTEREST-EXPENSE>            2065
<INCOME-PRETAX>               34636
<INCOME-TAX>                  13033
<INCOME-CONTINUING>           21603
<DISCONTINUED>                0
<EXTRAORDINARY>               0
<CHANGES>                     0
<NET-INCOME>                  21603
<EPS-PRIMARY>                 1.11
<EPS-DILUTED>                 1.08
        

</TABLE>


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