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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER 1-10585
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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
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SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
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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
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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 .
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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 March 17, 2000, 36,650,566 shares of Common Stock held by non-affiliates
were outstanding with an aggregate market value of approximately $561 million.
The aggregate market value is based on the closing price of such stock on the
New York Stock Exchange on March 17, 2000.
As of March 17, 2000, 38,339,004 shares of Common Stock were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE:
PARTS II AND IV Portions of registrant's 1999 Annual Report
to Stockholders.
PART III Portions of registrant's Proxy Statement for
the Annual of Stockholders to be held on
May 11, 2000.
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TABLE OF CONTENTS
<TABLE>
<CAPTION>
PART I
ITEM PAGE
<S> <C>
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 -
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 - 7 -
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 Schedule and Reports on Form 8-K - 8 -
</TABLE>
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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 1999, consumer products represented
approximately 80% and specialty products 20% of the Company's sales.
Approximately 89% 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.
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.
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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: ARM & HAMMER DENTAL CARE, The Baking Soda Tooth Powder; ARM
& HAMMER DENTAL CARE, The Baking Soda Toothpaste; ARM & HAMMER DENTAL CARE Gel;
ARM & HAMMER DENTAL CARE Tartar Control Formula; ARM & HAMMER DENTAL CARE Tartar
Control Gel; ARM & HAMMER PEROXICARE, a baking soda toothpaste containing
hydrogen peroxide; and Tartar Control PEROXICARE. In 1996, three new ARM &
HAMMER DENTAL CARE Toothpaste line extensions were introduced nationally, ARM &
HAMMER DENTAL CARE Sensitive Formula, ARM & HAMMER DENTAL CARE Extra-Whitening
and ARM & HAMMER DENTAL CARE Smooth Spearmint. In early 1998, the Company
introduced ARM & HAMMER DENTAL CARE Gum, a baking soda-based oral care product
that is available in three flavors. In early 1999, the Company introduced ARM &
HAMMER ADVANCE WHITE line of dentifrice for the whitening segment of the
toothpaste market and in late 1999 introduced ARM & HAMMER P.M., the first
toothpaste specifically formulated for nighttime oral care.
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,
including ARM & HAMMER Deodorant with Baking Soda in a wide solid stick and a
jumbo oval stick Deodorant Anti-Perspirant. In 1997, the Company launched
nationally ARM & HAMMER Aerosol Deodorant Anti-Perspirant.
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
the fourth quarter of 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
The markets for retail consumer products are highly competitive. ARM &
HAMMER Baking Soda competes with generic and private label brands of grocery
chains. ARM & HAMMER DENTAL CARE dentifrice products, ARM & HAMMER Carpet
Deodorizer, ARM & HAMMER Deodorant Anti-Perspirant and ARM & HAMMER Deodorizing
Air Freshener compete with other nationally advertised brands, generally sold by
larger multi-national companies. ARM & HAMMER DENTAL CARE Gum, although an oral
care product, competes with other chewing gum brands which are promoted as good
for oral health.
The Company's laundry products, ARM & HAMMER Powder Laundry Detergent,
ARM & HAMMER Liquid Laundry Detergent, ARM & HAMMER Super Washing Soda, and ARM
& HAMMER FRESH & SOFT Dryer Sheets, all have small shares in large markets
competing generally against large multi-national consumer packaged goods
companies.
All of the Company's products are competitively priced and receive strong
support in the form of trade and/or consumer promotion. In addition, the Company
advertises certain products on national television.
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
public warehouses and either picked up by customers or delivered by independent
trucking companies.
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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 will distribute
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. During the first quarter of 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 the
second quarter of 1999.
COMPETITION
The sodium bicarbonate industry continues to be affected by competition
from domestic sodium bicarbonate producers and imports. In agricultural markets,
sodium bicarbonate also competes with several alternative buffer products. The
competitive level is substantial as competitors employ aggressive selling
techniques in the attempt to build their respective businesses. Furthermore,
another domestic producer of sodium bicarbonate is threatening to enter the
market in late 2000 or early 2001. Despite this intense competition, the
Company's business has remained essentially level.
The Company competes primarily on the basis of its product quality, grade
availability and reliability of supply from a two-plant manufacturing system.
Pricing is a major competitive factor for animal feed and other less specialized
grades of sodium bicarbonate.
The addition of a combined total of 75,000 tons of potassium carbonate
capacity by competitors, has intensified the competitive environment in the
potassium carbonate business, as the new entrants try to gain volume.
Additionally, a growing, worldwide over capacity in video glass production
results in extreme pressure on all raw materials sold to that industry,
including potassium carbonate.
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.
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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 Solvey Minerals, Inc. The Company will retain 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.
The Company presently uses light soda ash in the manufacture of its ARM &
HAMMER Powder Laundry Detergent in its Syracuse, New York plant. Light soda ash
is obtained under a one-year supply agreement which is automatically renewable
on a year to year basis. This agreement terminates upon 90 day's written notice
by either company. At the Syracuse plant and the Green River, Wyoming plant, the
Company also 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. In January
1999, the Company announced it will concentrate all powder laundry detergent
production at Green River. This is expected to be completed during 2000.
During 1995, a liquid laundry detergent manufacturing line was
constructed in the Company's Syracuse, New York Plant. This line is capable of
producing virtually all of the Company's liquid laundry detergent requirements.
The Company, when necessary, will utilize a contract manufacturer to meet higher
demand. Prior to this, all of the Company's ARM & HAMMER Liquid Laundry
Detergent was contract manufactured. The BRILLO product line and the Company's
Dryer Sheets line are manufactured at the Company's London, Ohio plant, which
was acquired from The Dial Corporation. ARM & HAMMER DENTAL CARE Gum, PARSONS(R)
Ammonia, CAMEO(R) Metal Polish, RAIN DROPS(R) Water Softener, SNO BOL(R)
Cleaners, CLEAN SHOWER, 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.
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CUSTOMERS AND ORDER BACKLOG
A group of three Consumer Products customers accounted for approximately
20% of consolidated net sales in 1999, including a single customer which
accounted for approximately 12%. A group of three customers accounted for
approximately 16% of consolidated net sales in 1998 including a single customer
which accounted for approximately 11%. This group accounted for 16% in 1997.
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 1999,
$17,921,000 was spent on research activities as compared to $16,448,000 in 1998
and $15,841,000 in 1997.
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, 1999, the Company had 1,324 employees. The Company is
party to a labor contract with the United Steelworkers of America covering
approximately 129 hourly employees at its Syracuse, New York plant which
contract continues until June 30, 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, 1995 through December 31, 1999.
<TABLE>
<CAPTION>
% of Net Sales
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1999 1998 1997 1996 1995
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<S> <C> <C> <C> <C> <C>
Consumer Products 80 82 80 79 78
Specialty Products 20 18 20 21 22
</TABLE>
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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.
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 laundry detergents and cat litter. As previously mentioned, the
Company announced it will concentrate all powder laundry detergent production at
Green River. This will be completed during 2000.
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.
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.
In 1998, the Company purchased from the Fluid Packaging Co., Inc., a
250,000 square foot manufacturing facility set on approximately 46 acres in
Lakewood, New Jersey. The plant currently manufactures and packages the ARM &
HAMMER Deodorant Anti-Perspirant product line. During 1999, the Company
relocated the dentifrice products manufacturing and packaging capabilities to
Lakewood from its Greenville, South Carolina, facility and started to
manufacture ARM & HAMMER Deodorizing Air Freshener and package ARM & HAMMER
Dental Care Gum.
The Company owns a facility in Greenville, South Carolina, which
manufactured and packaged its dentifrice products in a 117,000 square foot
building. The facility is located on 6 acres of land owned by the Company.
During 1999, the Company closed the facility, which is currently for sale.
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.
In December 1998, the Company closed its Venezuela subsidiary, Industrias
Bicarbon De Venezuela S.A., after determining that marketing conditions could no
longer support it.
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.
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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, 1999.
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"). Refer to Page 19 of the Annual Report which is incorporated
herein by reference. During 1999, there were no sales of unregistered
securities.
ITEM 6. SELECTED FINANCIAL DATA.
Refer to Page 14 of the Annual Report. The portion of the table on page
14 which includes information with respect to the years 1995 through 1999 is
incorporated herein by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION.
Refer to Financial Review Pages 15-19 of the Annual Report which are
incorporated herein by reference.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Refer to Financial Review Pages 17-18 of the Annual Report which are
incorporated herein by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
Refer to Pages 20-34 of the Annual Report which are 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, 1999.
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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, 1999.
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, 1999.
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, 1999.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
(a) 1. FINANCIAL STATEMENTS
The following financial statements are incorporated herein by reference
to the Annual Report:
<TABLE>
<CAPTION>
Page of
Annual Report
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<S> <C>
Consolidated Statements of Income for each of the three
years in the period ended December 31, 1999 20
Consolidated Balance Sheets as of December 31, 1999 and 1998 21
Consolidated Statements of Cash Flow for each of the three
years in the period ended December 31, 1999 22
Consolidated Statements of Stockholders' Equity for each of
the three years in the period ended December 31, 1999 23
Notes to Financial Statements 24-34
Independent Auditors' Report 34
</TABLE>
(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, 1999:
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.
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(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.
COMPENSATION PLANS AND ARRANGEMENTS
(b) 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.
(c) 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.
(d) 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.
(e) 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.
(f) 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.
(g) 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.
(h) 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.
9
<PAGE> 12
(i) 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.
(j) 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.
(k) 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.
(l) 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.
(m) 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) 1999 Annual Report to Stockholders. Except for portions of
said Annual Report expressly incorporated by reference
herein, said Annual Report is not deemed "filed herewith."
*(21) List of the Company's subsidiaries.
*(23) Consent of Independent Auditor.
*(27) Financial Data Schedule.
(b) REPORTS ON FORM 8-K
No reports on Form 8-K were filed during the fourth quarter of the year
ended December 31,1999.
Copies of exhibits will be made available upon request and for a
reasonable charge.
- --------------------------------------------------------------------------------
*filed herewith
10
<PAGE> 13
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, 1999 and 1998, and for each of the
three years in the period ended December 31, 1999, and have issued our report
thereon dated January 26, 2000 (which expresses an unqualified opinion and
includes an explanatory paragraph relating to the Company in 1998 changing its
method of accounting for internal-use software development costs as described in
Note 1). Such consolidated financial statements and report are included in your
1999 Annual Report to Stockholders and are incorporated herein by reference. 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
January 26, 2000
11
<PAGE> 14
CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
(In thousands)
<TABLE>
<CAPTION>
1999 1998 1997
----------------------------------------------------------
<S> <C> <C> <C>
ALLOWANCE FOR DOUBTFUL ACCOUNTS:
Balance at beginning of year $1,579 $1,532 $1,478
----------------------------------------------------------
Additions:
Charged to expenses and costs 200 435 200
Acquisition of subsidiary 122 - -
----------------------------------------------------------
Deductions:
Amounts written off 348 387 145
Foreign currency translation adjustments 1 1 1
----------------------------------------------------------
349 388 146
----------------------------------------------------------
BALANCE AT END OF YEAR $1,552 $1,579 $1,532
----------------------------------------------------------
</TABLE>
12
<PAGE> 15
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 23, 2000.
CHURCH & DWIGHT CO., INC.
By: /s/ Robert A. Davies, III
-------------------------
Robert A. Davies, III
President 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.
<TABLE>
<S> <C> <C>
/s/ Robert A. Davies, III President and February 23, 2000
- ------------------------- Chief Executive Officer
Robert A. Davies, III
/s/ Zvi Eiref Vice President Finance and February 23, 2000
- --------------------- Chief Financial Officer
Zvi Eiref (Principal Financial Officer)
/s/ Gary P. Halker Vice President, Controller and February 23, 2000
- ------------------ Chief Information Officer
Gary P. Halker (Principal Accounting Officer)
</TABLE>
13
<PAGE> 16
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/ Cyril C. Baldwin, Jr. Director February 23, 2000
- ------------------------
Cyril C. Baldwin, Jr.
/s/ William R. Becklean Director February 23, 2000
- -----------------------
William R. Becklean
/s/ Robert H. Beeby Director February 23, 2000
- -------------------
Robert H. Beeby
/s/ Robert A. Davies, III Director February 23, 2000
- -------------------------
Robert A. Davies, III
/s/ Rosina B. Dixon, M.D. Director February 23, 2000
- -------------------------
Rosina B. Dixon, M.D.
/s/ J. Richard Leaman, Jr. Director February 23, 2000
- --------------------------
J. Richard Leaman, Jr.
/s/ Robert D. LeBlanc Director February 23, 2000
- ---------------------
Robert D. LeBlanc
/s/ John D. Leggett, III, Ph.D Director February 23, 2000
- ------------------------------
John D. Leggett, III, Ph.D.
/s/ John F. Maypole Director February 23, 2000
- -------------------
John F. Maypole
/s/ Robert A. McCabe Director February 23, 2000
- --------------------
Robert A. McCabe
/s/ Dwight C. Minton Chairman February 23, 2000
- --------------------
Dwight C. Minton
/s/ Burton B. Staniar Director February 23, 2000
- ---------------------
Burton B. Staniar
/s/ John O. Whitney Director February 23, 2000
- -------------------
John O. Whitney
14
<PAGE> 1
CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES
EXHIBIT 11 - COMPUTATION
OF EARNINGS PER SHARE
(In thousands except per share amounts)
<TABLE>
<CAPTION>
1999 1998 1997
----------------------------------------------------------
<S> <C> <C> <C>
BASIC:
Net Income $45,357 $30,289 $24,506
Weighted average shares outstanding 38,792 38,734 38,922
Basic earnings per share $1.17 $0.78 $0.63
DILUTED:
Net Income $45,357 $30,289 $24,506
Weighted average shares outstanding 38,792 38,734 38,922
Incremental shares under stock option plans 2,251 1,316 1,020
----------------------------------------------------------
Adjusted weighted average shares outstanding 41,043 40,050 39,942
----------------------------------------------------------
Diluted earnings per share $1.11 $0.76 $0.61
</TABLE>
<PAGE> 1
[LOGO](R) CHURCH & DWIGHT CO., INC. 1999 ANNUAL REPORT
[PHOTO OMITTED]
Bold New Product Innovation
<PAGE> 2
CHURCH & DWIGHT | FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Financial Highlights
(Dollars in Millions, except per share data) 1999 1998 CHANGE
=====================================================================================
<S> <C> <C> <C>
Sales $ 730.0 $ 684.4 +7%
- -------------------------------------------------------------------------------------
Income From Operations $ 67.7 $ 42.5 +59%
- -------------------------------------------------------------------------------------
Net Income $ 45.4 $ 30.3 +50%
- -------------------------------------------------------------------------------------
Net Income Per Share - Diluted $ 1.11 $ 0.76 +46%
- -------------------------------------------------------------------------------------
Dividends Per Share $ 0.26 $ 0.24 +8%
- -------------------------------------------------------------------------------------
Additional Information
=====================================================================================
Sales Including Affiliates $ 755.1 $ 704.3 +7%
- -------------------------------------------------------------------------------------
Ongoing Income From Operations(1)(2) $ 68.8 $ 47.0 +46%
- -------------------------------------------------------------------------------------
Ongoing Net Income Per Share - Diluted(2) $ 1.03 $ 0.72 +43%
- -------------------------------------------------------------------------------------
</TABLE>
(1) Includes Company's share of income from affiliates.
(2) Here and elsewhere in this report, the word "ongoing" excludes unusual
gains and impairment and other unusual charges.
- --------------------------------------------------------------------------------
Church & Dwight Co., Inc., founded in 1846, is the world's leading producer of
sodium bicarbonate, popularly known as baking soda, a natural product which
cleans, deodorizes, leavens and buffers. The Company's famous ARM & HAMMER(R)
brand is one of the nation's most trusted trademarks for a variety of household
and personal care uses.
Today, the Church & Dwight product lines are comprised of a broad range of
consumer and specialty products developed from the base of bicarbonate and
related technologies and the heritage of the ARM & HAMMER brand.
Consumer Products consist of oral and personal care products, deodorizing
products and laundry and household cleaning products. Most consumer products are
sold under the ARM & HAMMER brand name and derivative trademarks such as ARM &
HAMMER DENTAL CARE(R), ARM & HAMMER SUPER SCOOP(R) and ARM & HAMMER FRESH `N
SOFT(TM). Other brands include BRILLO(R), SNO BOL(R), PARSONS'(R),
CLEAN SHOWER(R) and SCRUBFREE(R).
Specialty Products encompass specialty chemicals, animal nutrition and specialty
industrial cleaning products. In addition to ARM & HAMMER, specialty product
trademarks include MEGALAC(R), ARMAKLEEN(R) and ARMEX(R).
[GRAPHIC OMITTED] Cover caption:
[GRAPHIC OMITTED] Whiter teeth, fresher breath. Guaranteed.
- --------------------------------------------------------------------------------
<PAGE> 3
DEAR FELLOW STOCKHOLDER:
[PHOTO OMITTED]
President & Chief Executive Officer
Robert A. Davies, III (right front);
(clockwise) Zvi Eiref, Vice President
Finance; Eugene F. Wilcauskas,
President, Specialty Products Division;
Dwight C. Minton, Chairman of the Board.
1999 was notable for three important developments: a significant improvement in
our operating profit margin, an unprecedented number of new product initiatives,
and two household product acquisitions in Fourth Quarter 1999, all of which set
the stage for expected major new growth in the year 2000.
We are pleased to report a solid sales gain and a significant earnings gain for
the year:
o Sales increased by $46 million or 6.7% to $730 million, compared to
$684 million in the previous year. Including our share of sales by
affiliates, total sales increased 7.2% to $755 million.
o Operating income increased 59% to $67.7 million, compared to $42.5
million in the previous year. Both years included unusual gains
partially offset by impairment and other unusual charges. Excluding
the effect of the unusual items, and including our share of the
operating income of affiliates, operating income increased 46% to
$68.8 million from $47.0 million in the previous year.
o Diluted earnings per share increased to $1.11 from $.76 in the
previous year. These numbers include the already described unusual
gains and charges which amounted to $.08 in 1999 and $.04 in 1998.
Excluding these items, ongoing earnings per share increased 43% to
$1.03 in 1999 from $.72 in 1998.
o At the July 28th Board Meeting, we took advantage of the Company's
much stronger financial position and stock price, and split the
stock 2-for-1. This is the fifth stock split in the past 20 years
and reflects our desire to improve the liquidity of the stock as
conditions allow.
o We also declared a 17% dividend increase from $.24 to $.28 per share
on an annualized basis. This is the 15th dividend increase in the
past 20 years.
1
<PAGE> 4
FINANCIAL OBJECTIVES
- --------------------------------------------------------------------------------
Once again, we call your attention to two key financial objectives toward which
we have been working for several years:
o To achieve a long-term sales growth rate in the high single-digit or
low double-digit range, primarily from internal growth, which is
about double the growth rate for the industries in which we compete;
o To continue to raise our operating profit margin, with a short-term
goal of achieving a 10% margin and a longer-term goal of a low to
mid-teen margin percentage.
The Company has excellent growth opportunities through internal development,
which means that our capital needs are lower than if growth were dependent on
acquisitions. This efficient use of capital, combined with the growth and margin
goals, should result in excellent returns for our stockholders.
CHART 1 - As to sales growth, this 5-year chart shows an average annual growth
rate of almost 11%, about three-quarters of which came from internal
product development rather than from acquisitions. The 1999 growth
rate of 6.7% was lower than the three previous years; however, we
regard this as satisfactory, following the exceptional 19.0% growth
rate in 1998, and ahead of what we believe will be another strong year
in 2000, driven by additional new products and acquisitions.
CHART 2 - 1999 results marked a major step toward achieving the operating margin
objective. As the chart shows, our operating margin, which was
essentially flat in the 1996 to 1998 period, advanced 2.4 points to
9.1% in 1999. Although this figure is still below our short-term
objective of 10%, we believe we are on track to reach this objective
in the near term.
CHART 3 - The combination of growth and margin gains has produced a steady
improvement in earnings per share from $.26 in 1995 to $1.11 in 1999.
Adjusting for unusual items, earnings per share increased from $.33 in
1995 to $1.03 in 1999, more than a twofold increase in four years.
Net Sales
(Millions of Dollars)
[The following table was depicted as line graph in the printed material]
<TABLE>
<CAPTION>
<S> <C>
1995 $ 485.8
1996 $ 527.8
1997 $ 574.9
1998 $ 684.4
1999 $ 730.0
</TABLE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Ongoing Operating Margin%
(Percentage of Net Sales)
[The following table was depicted as line graph in the printed material]
<TABLE>
<CAPTION>
<S> <C>
1995 4.6%
1996 6.8%
1997 6.3%
1998 6.7%
1999 9.1%
</TABLE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Ongoing Net Income Per Share
(Diluted)
[The following table was depicted as line graph in the printed material]
<TABLE>
<CAPTION>
<S> <C>
1995 $ 0.33
1996 $ 0.54
1997 $ 0.61
1998 $ 0.72
1999 $ 1.03
</TABLE>
- --------------------------------------------------------------------------------
2
<PAGE> 5
GROWTH INITIATIVES
- --------------------------------------------------------------------------------
Although Church & Dwight is one of the smaller players in the consumer packaged
goods business, the Company possesses an unusual range of assets which enables
it to compete effectively with larger industry participants. These assets (see
margin bar) create the basis for growth through bold new product innovation.
An example of this strategy of growth through innovation was the development of
the Company's cat litter business. We first entered this $800 million retail
market with the launch of ARM & HAMMER Cat Litter Deodorizer, a relatively small
product, in the early 1990's. The first major product, ARM & HAMMER SUPER SCOOP
Clumping Litter, was introduced in late 1997. Following its success, we launched
ARM & HAMMER SUPER STOP(TM) Clay Litter in late 1999. Both products provide
state-of-the-art deodorization. This entire business, which should represent
over 10% of Church & Dwight's consumer products sales in year 2000, grew out of
our deodorizing technology and the reputation of the ARM & HAMMER brand name.
Following a similar strategy, the Company expanded its oral care sales in the
last two years through a series of initiatives which included the introduction
of ARM & HAMMER DENTAL CARE Gum(R) in early 1998 and ARM & HAMMER ADVANCE
WHITE(TM) Toothpaste in late 1998. As the next step in this strategy, we
recently introduced ARM & HAMMER(R) P.M.(TM), the first toothpaste specifically
formulated for the rigors of nighttime oral care.
Other new and improved products introduced in 1999 included ARM & HAMMER Baking
Soda FRIDGE-N-FREEZER FRESHENER(TM), ARM & HAMMER FRESH `N SOFT Dryer Sheets
replacing two earlier lines, new and improved BRILLO Soap Pads, and an
anti-bacterial form of ARM & HAMMER Carpet & Room Deodorizers. Early in 2000,
the Company also took an important initiative in the laundry detergent business,
launching ARM & HAMMER FabriCare(R), a totally reformulated version of ARM &
HAMMER Powder Laundry Detergent, offering significantly improved stain removal
and color protection.
Further expansion occurred in December 1999 with the acquisitions for $55
million of two major bathroom cleaner brands, SCRUB FREE and CLEAN SHOWER. These
acquisitions mark the Company's entry into the $450 million retail bathroom
cleaning market, which is closely related to our existing laundry and
deodorizing businesses. These acquired brands, together with BRILLO Soap Pads,
SNO BOL Toilet Bowl Cleaner and other products, double the size of our household
cleaning business to approximately $100 million a year, providing more critical
mass for future growth.
BASIC ASSETS
o The ARM & HAMMER trademark communicating trust and reliability, as well as
quality, safety, good value and environmental awareness, for over a
century.
o World leadership in bicarbonate and carbonate technology, utilizing the
unique properties of sodium bicarbonate and related products for
whitening, deodorizing, cleaning, buffering and other applications, sold
in both consumer and industrial markets.
o A nimble organization of energetic and creative people who are shareholder
value-driven, and receive a high percentage of their compensation from
variable programs, primarily bonuses and stock options, based on Church &
Dwight's results versus those of our competitors.
3
<PAGE> 6
GROWTH AND MARGIN INITIATIVES
- --------------------------------------------------------------------------------
On the Specialty Products side of the business, in January 1999 we formed a
joint venture with Safety-Kleen(R)Corp. to accelerate the growth of the
ARMAKLEEN aqueous-based specialty industrial cleaning business. Mid-year, we
acquired a controlling interest in our Brazilian affiliate, QGN, South America's
leading producer of sodium bicarbonate, strengthening our strategic position
worldwide.
The Specialty Products Division was also active on the new-product front with
the introduction of two important new items: ARMICARB(R) 100, a safe foliar
fungicide, and CLEAR BALANCE(TM), a convenience chemical for swimming pool
maintenance. Both of these products resulted from many years of research and
development efforts.
MARGIN INITIATIVES
The Company has worked steadily to improve its cost structure over the last few
years, and several projects completed in late 1998 and early 1999 contributed to
the significant margin improvement for the year. The most important of these
were the $7 million modernization of the Green River, Wyoming, sodium
bicarbonate plant; the restructuring of the industrial specialty cleaning
business following the Safety-Kleen joint venture; and the $13 million overhaul
of our information systems which began in mid-1997 and was completed with the
integration of the new resource planning, accounting and logistics systems in
early 1999.
The new computer system has already enabled us to reduce distribution costs
through improvements in inventory management and transportation planning. The
logistics area contains additional cost reduction opportunities. In 2000, our
main objective will be to improve the efficiency of our supply chain by better
coordinating our inventory management system with those of our major customers.
Parallel to the logistics effort, the Company took steps in 1999 to further
improve the efficiency of its manufacturing operations. The most important was
the mid-year transfer of toothpaste production from the Greenville, South
Carolina, plant to the Lakewood, New Jersey, plant which consolidated all oral
and personal care production on one site. The Greenville facility was closed in
the third quarter. Additional capacity for both sodium bicarbonate and the
fast-growing MEGALAC animal nutrition business came on-stream at the Old Fort,
Ohio, plant in the fourth quarter. Late in the year, we completed a major
expansion and upgrade of powder laundry detergent capacity at the Green River,
Wyoming, plant, with the objective of consolidating all powder production at
this facility during 2000. Additional activity is planned during 2000 to improve
the cost structure of the liquid laundry detergent operation at our Syracuse,
New York, plant.
Another area containing major opportunities for improved efficiency is
advertising, consumer and trade promotion spending which represents about 30% of
our consumer product sales. During 1999, we applied newly available analytical
tools, based on supermarket scanner data, to improve the effectiveness of
consumer promotion spending. Additional steps to improve the effectiveness of
trade promotion spending are planned for 2000 and beyond.
4
<PAGE> 7
OUTLOOK
- --------------------------------------------------------------------------------
The focus on margin improvement paid off handsomely in 1999. Although margins
will fluctuate from quarter to quarter, due to investment spending and other
factors, our objective is to improve the operating margin again for the full
year 2000.
As to growth, the Company will benefit from the new product initiatives and
acquisitions in late 1999, and we can expect a return to higher sales growth in
the months ahead.
The Company's business remains healthy. We are positive about the outlook for
the year, and believe the expected combination of margin and sales gains should
result in solid earnings growth in year 2000.
Sincerely,
/s/ R.A. Davies, III
R.A. Davies, III
President and Chief Executive Officer
January 26, 2000
The Company's business is organized into two segments, Consumer Products and
Specialty Products. Each segment, comprised of three product lines, shares
common services and is managed as a single business unit.
- --------------------------------------------------------------------------------
CONSUMER PRODUCTS
- --------------------------------------------------------------------------------
Oral & Personal Care Products
- -----------------------------
ARM & HAMMER Dental Care Toothpaste
PEROXICARE(R) Toothpaste
ARM & HAMMER ADVANCE WHITE Toothpaste
ARM & HAMMER P.M. Toothpaste
ARM & HAMMER DENTAL CARE Gum
ARM & HAMMER Deodorant Anti-Perspirant
Deodorizing Products
- --------------------
ARM & HAMMER Baking Soda
ARM & HAMMER Carpet & Room Deodorizer
ARM & HAMMER Deodorizing Air Freshener
ARM & HAMMER Cat Litter Deodorizer
ARM & HAMMER SUPER SCOOP Clumping Litter
ARM & HAMMER SUPER STOP Clay Litter
Laundry & Household Cleaners
- ----------------------------
Arm & Hammer FabriCare Powder Laundry Detergent
ARM & HAMMER Liquid Laundry Detergent ARM & HAMMER Washing Soda
ARM & HAMMER FRESH 'N SOFT Dryer Sheets
DELICARE(R) Fine Fabric Wash
BRILLO Soap Pads
SNO BOL Toilet Bowl Cleaner
PARSONS' Ammonia
SCRUB FREE Bathroom Cleaner
CLEAN SHOWER Bathroom Cleaner
- --------------------------------------------------------------------------------
SPECIALTY PRODUCTS
- --------------------------------------------------------------------------------
Specialty Chemicals
- -------------------
ARM & HAMMER Sodium Bicarbonate
ARMAND(R) Potassium Carbonate
ARMICARB 100 Fungicide
CLEAR BALANCE Swimming Pool Chemical
Animal Nutrition Products
- -------------------------
ARM & HAMMER Feed Grade Sodium Bicarbonate
MEGALAC Rumen Bypass Fat
ARM & HAMMER SQ-810(R) Rumen Buffer
ARM & HAMMER S-CARB(R) Rumen Buffer
Specialty Cleaners
- ------------------
ARMEX Blast Media
ARMAKLEEN Aqueous Cleaner
AquaWorks(R) Aqueous Cleaner
5
<PAGE> 8
CONSUMER PRODUCTS | PRODUCT REVIEW
ORAL AND PERSONAL CARE PRODUCTS
[GRAPHIC OMITTED]
Another breakthrough innovation in oral care, ARM & HAMMER P.M., the Nighttime
Fluoride Toothpaste, was launched in Fourth Quarter 1999. In keeping with our
strategy to provide products focused on consumer benefits, P.M. is formulated to
specifically fight build up of unsightly plaque and odor-causing germs resulting
from the reduction of saliva flow in the mouth at night. This condition,
described as "nighttime mouth," is a common complaint experienced by virtually
everyone. Premium-priced and sold in a 4.5-ounce tube, the new toothpaste is
available in two distinct continuous-action formulations, each containing two
key ingredients: zinc citrate, a highly effective anti-microbial compound that
fights plaque and stays effective for hours after brushing; and a maximum level
of fluoride which helps remineralize teeth every time you brush.
o ARM & HAMMER P.M. "Bold Mint" combines baking soda and peroxide with
the familiar hearty mint flavor of ARM & HAMMER DENTAL CARE
toothpastes.
o ARM & HAMMER P.M. "Fresh Mint," a milder tasting dentifrice, is our
first non-baking soda toothpaste, especially formulated to appeal to
those who prefer a lighter mint taste.
Expected to reach national distribution in First Quarter 2000, P.M. will be
heavily promoted via television advertising, high-impact color inserts in major
market newspapers, consumer couponing, in-store displays and professional
sampling.
[GRAPHIC OMITTED]
ARM & HAMMER ADVANCE WHITE Toothpaste, introduced in late 1998, enjoyed strong
sales throughout 1999, responding to compelling and newsworthy advertising and
promotion. Based on baking soda's scientifically proven ability to clean away
plaque and reduce deep stains, ADVANCE WHITE is the first whitening product to
be packaged with an innovative Shade Guide permitting consumers to monitor their
teeth-whitening progress. The premium-priced toothpaste is available in three
formulations - Paste and Gel, both with special micro-polishers; and Peroxide, a
patented high-level baking soda formulation with peroxide.
ARM & HAMMER DENTAL CARE, The Baking Soda Gum(R), clinically proven to reduce
plaque up to 25 percent after four weeks of daily chewing, pioneered a new oral
care category segment when it was introduced in early 1998 as a companion
product to our toothpastes. A fourth flavor, Wintergreen, was added in Second
Quarter 1999. Late in the year, we introduced the product into the Canadian
market.
[GRAPHIC OMITTED]
6
<PAGE> 9
[PHOTO OMITTED]
- --------------------------------------------------------------------------------
[LOGO] The first and only toothpaste specially formulated to fight "nighttime
mouth."
- --------------------------------------------------------------------------------
<PAGE> 10
CONSUMER PRODUCTS | PRODUCT REVIEW
These three products reflect the strategy of the ARM & HAMMER DENTAL CARE brand,
which is to be recognized as a premier supplier of serious oral care. In the
last two years, our oral care sales have increased by almost 20 percent in the
$1.7 billion retail toothpaste and dental gum market.
Although the ARM & HAMMER Deodorant Anti-Perspirant line continued to receive
advertising support in 1999, anti-perspirants experienced a sales decline
compared to 1998 when the aerosol and Advanced Deodorancy(R) lines were
introduced. Additional marketing initiatives will be implemented in 2000.
DEODORIZING PRODUCTS
[GRAPHIC OMITTED]
ARM & HAMMER SUPER STOP, The Premium Clay Litter is a major year 2000 entry into
the traditional clay segment of the $800 million retail cat litter market as a
companion product to ARM & HAMMER SUPER SCOOP Clumping Litter launched in 1997.
SUPER STOP, a lightweight, super-absorbent clay litter formulated with an
advanced baking soda system to effectively deodorize the litter box for days at
a time, is packaged in 7-, 14- and 21-pound bags available at supermarket, mass
and specialty pet outlets.
[GRAPHIC OMITTED]
SUPER STOP will build on the success of SUPER SCOOP, which is currently the
fastest-growing brand in the clumping category. Both products will be promoted
in television commercials as super odor eliminators which destroy litter odors
on contact, providing continuous-action odor control.
ARM & HAMMER Carpet & Room Deodorizers maintained their category leadership
throughout 1999. In the second quarter, we launched a line extension,
Anti-Bacterial Carpet & Room Deodorizer products in two formulations, PET
FRESH(R) and Carpet & Room Odor Neutralizer, to attract both pet-owning and
non-pet households. The new products perform three important beneficial
functions: absorb and eliminate odors with baking soda, fight germs that cause
odors with safe, active ingredients, and leave a fresh, clean scent. Strong
marketing support includes pet-oriented television commercials, consumer coupon
offers in major market newspapers, and a professional program targeted to
veterinarians.
The base business of scented carpet and room deodorizers continues to thrive,
led by 1998's LASTING SCENT(TM) line of stronger fragrances, which completed
national expansion in early 1999.
[GRAPHIC OMITTED]
8
<PAGE> 11
[GRAPHIC OMITTED]
- --------------------------------------------------------------------------------
[GRAPHIC OMITTED] Extra-strength baking soda formulas destroy litter odors on
contact.
- --------------------------------------------------------------------------------
9
<PAGE> 12
CONSUMER PRODUCTS | PRODUCT REVIEW
Our flagship product, ARM & HAMMER Baking Soda, responded well to its return to
television. The product's core use of refrigerator deodorization, vastly
improved by a newly designed cool-blue FRIDGE-N-FREEZER FRESHENER box which
doubles baking soda exposure to absorb odors, was further strengthened by a
"Change Your Box with the Clock" reminder promotion in both Spring and Fall.
LAUNDRY AND HOUSEHOLD CLEANING PRODUCTS
Late in 1999, the Company introduced a major performance enhancement to its ARM
& HAMMER Powder Laundry Detergent line, which has long been recognized for its
excellent soil- and odor-removal capabilities. The reformulated product, renamed
ARM & HAMMER FabriCare, achieves scientifically proven excellent results in
stain removal and color protection, out-performing other national mid-priced
brands in research testing. New enzymes and a triple-action color protection
system combine with baking soda and peroxide to extend fabric life and set a
higher standard for clothing care. Available in five sizes, ranging from 18-load
to 140-load club size, and in three formulations - regular, with bleach
alternative, and perfume- and dye-free, FabriCare will roll out on a regional
basis, reaching national distribution during Third Quarter 2000.
[GRAPHIC OMITTED]
ARM & HAMMER Liquid Laundry Detergent, reformulated in 1998 and now available in
a 200-ounce jumbo-size bottle, as well as the original 50-ounce and 100-ounce
size bottles, performed well throughout 1999 in the face of heavy promotion
spending by our competitors. Sales of both regular and with bleach alternative
products kept pace with the growing liquid category.
A new product for controlling static cling, ARM & HAMMER Fresh `N Soft Dryer
Sheets, replacing ARM & HAMMER and TOSS `N SOFT(R) brands, was launched in early
1999 and incorporated in store displays and laundry detergent promotions under
the banner, "Freshness Runs in Our Family."
The new and improved steel wool BRILLO Soap Pads, now 60 percent stronger,
longer lasting and with more soap, were launched in First Half 1999. Retail
distribution was broadened, and the product was supported by television
advertising, the first in many years.
A major addition to our household cleaning products line occurred In Fourth
Quarter 1999, when the Company acquired two leading brands in the $450 million
retail bathroom cleaner category. CLEAN SHOWER, from Clean Shower L.P., was
introduced in 1995 as the original daily shower cleaner. Based on well-patented
technology, this premium-priced cleaner prevents build-up of scum, mildew stains
and hard-water deposits on shower surfaces. SCRUB FREE, acquired from Benckiser
Consumer Products Inc., was first launched in 1976 and repositioned in 1995 as a
value brand selling at full price for twice the ounces. Four SCRUB FREE
formulations include a fresh-scent and a lemon-scent Soap Scum Remover, a
fresh-scent Mildew Remover and a Daily Shower Cleaner. Both brands are currently
available in household cleaning sections of food and mass merchandise stores
nationwide.
[GRAPHIC OMITTED]
10
<PAGE> 13
[GRAPHIC OMITTED]
- --------------------------------------------------------------------------------
[GRAPHIC OMITTED] The new blue FRIDGE-N-FREEZER FRESHENER box keeps food tasting
fresher, longer.
- --------------------------------------------------------------------------------
11
<PAGE> 14
SPECIALTY PRODUCTS | PRODUCT REVIEW
SPECIALTY CHEMICALS
Church & Dwight's strategic position as the world's leading supplier of sodium
bicarbonate for consumer and industrial uses was substantially strengthened when
the two-year modernization of its sodium bicarbonate plant in Green River,
Wyoming, became operational in First Quarter 1999. In order to insure the
Company's ability to produce high-value specialty grades, a further increase in
domestic capacity, from 440,000 to 520,000 short tons, has been announced. Half
of this expansion was in place in Fourth Quarter 1999 at the Old Fort, Ohio,
facility, and engineering is being completed for the remainder to be produced at
the Green River plant.
[GRAPHIC OMITTED]
Church & Dwight has long been recognized for its ability to produce sodium
bicarbonate granulations of exceptional purity, suitable for high-value uses
such as food, healthcare and pharmaceuticals. As an example, Partners in Quality
Care is a unique long-term alliance between the ARM & HAMMER brand and the
nation's leaders in dialysis, through which we provide educational materials,
such as posters and training films, for both professionals and patients.
[GRAPHIC OMITTED]
During 1999, the Performance Products Group introduced two new products, each
based on bicarbonate technologies formulated by our R & D scientists. ARMICARB
100 is a potassium bicarbonate-based, EPA-registered contact fungicide, an
environmentally sound formulation primarily for use on high-value crops, such as
grapes, and also as a control for horticultural products. Helena Chemical
Company, a firm well-known in the crop protection business, markets this
product's uses for food crops, and H & I Agritech, Inc. is the marketer for
horticultural applications. CLEAR BALANCE is a convenient single-step sodium
bicarbonate-based formulation for use in swimming pools to control pH, raise
alkalinity, and provide water clarity. Available in both granular and tablet
form, the product is currently in test in three regional markets. Although these
two products will contribute modestly to the bottom line in year 2000, their
long-term potential is considerable.
The Armand Products Company which sells potassium carbonate and bicarbonate,
with video glass as its primary market, again experienced lower sales because of
weakness in demand from video glass producers. Brotherton Speciality Products,
Ltd., our subsidiary in the United Kingdom, continued to focus on ammonium- and
potassium-based specialty chemicals used in food, pharmaceutical and
photographic sectors.
In keeping with the Company's strategy of global growth for the Specialty
Chemicals business, Church & Dwight acquired in Second Quarter 1999 an
additional 35 percent interest in its Brazilian affiliate, Quimica Geral do
Nordeste (QGN), raising its 40 percent initial interest, acquired in 1997, to a
total of 75 percent. The firm is South America's leading producer of sodium
bicarbonate and is also Brazil's sole producer of barium carbonate, used
primarily in the production of video glass, much as potassium carbonate from our
Armand joint venture is used to make video glass in the U.S. With 1999 sales in
excess of $20 million, QGN contributed to the Company's growth in operating
profit.
[GRAPHIC OMITTED]
- --------------------------------------------------------------------------------
ARMICARB 100 - a safe foliar fungicide; Clear BALANCE - a convenience chemical
for
- --------------------------------------------------------------------------------
12
<PAGE> 15
SPECIALTY PRODUCTS | PRODUCT REVIEW
ANIMAL NUTRITION PRODUCTS
In the Animal Nutrition product line, our rumen buffers business, which consists
of sodium bicarbonate and sodium sesquicarbonate, improved as more managed dairy
herds increased the usage of rumen buffers to balance feed rations for maximum
milk production. A new buffer product, ARM & HAMMER S-Carb(R), a refined sodium
sesquicarbonate, was added to the quality ARM & HAMMER line late in the year as
the result of a supply agreement with FMC Corp.
[GRAPHIC OMITTED]
MEGALAC Rumen Bypass Fat and the value-added MEGALAC products continued their
robust growth. In 1999, MEGALAC volume sales surged for the third consecutive
year at a rate which surpassed our domestic production capacity, forcing us to
meet demand with product from the United Kingdom. In the fourth quarter, a 65
percent increase in MEGALAC capacity came on-stream to accommodate the growing
demand in North America.
[GRAPHIC OMITTED]
A major initiative in this product line is LifeRight Foods L.L.C., our joint
venture with Agway, Inc. and Compton & Associates, to develop enhanced natural
feed ingredients to be used in producing functional foods, defined as foods with
health-promoting properties such as reduced fats or cholesterol. Established in
late 1998, LifeRight Foods expects to have its first product ready for market
before year-end 2000.
SPECIALTY CLEANING PRODUCTS
Specialty Cleaning Products is a new and growing product line in the Specialty
Products Division. In January 1999, two agreements were finalized which are the
basis for a total restructuring of the business:
The Company took a major step in extending its alliance with Safety-Kleen Corp.
into a new joint venture, named The ArmaKleen Company headquartered in
Princeton, New Jersey, with the objective of building a specialty cleaning
business based on Church & Dwight's aqueous cleaning technology and
Safety-Kleen's unique selling and distribution capabilities. Beginning last
September, Safety-Kleen's nearly 3,000 sales and service representatives were
introduced, through an intensive marketing campaign, to our full line of
ARMAKLEEN and AquaWorks aqueous cleaning products as environmentally superior
alternatives to hydrocarbon-based solvents.
[GRAPHIC OMITTED]
In a separate agreement, the equipment portion of ARMEX Cleaning and Coating
Removing Systems was sold to U.S. Filter Corporation, while Church & Dwight
retained its interest in the ARMEX Soluble Blast Media business for which U.S.
Filter became a distributor. At year-end, ARMEX continues to hold its position
in the industry as the leading sodium bicarbonate agent used in blast cleaning
applications.
Now that the new organization is in place, we believe the Specialty Cleaning
line is prepared for significant future growth.
- --------------------------------------------------------------------------------
pool maintenance; ARM & HAMMER S-Carb - a rumen buffer to improve milk
production.
- --------------------------------------------------------------------------------
13
<PAGE> 16
CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES
Eleven-Year Financial Review
(Dollars in millions, except per share data)
<TABLE>
<CAPTION>
Operating Results 1999 1998 1997 1996 1995 1994
==========================================================================================================================
<S> <C> <C> <C> <C> <C> <C>
Net sales:
Consumer Products $ 586.9 560.2 459.0 417.6 380.6 393.0
Specialty Products 143.1 124.2 115.9 110.2 105.2 98.0
Total 730.0 684.4 574.9 527.8 485.8 491.0
- --------------------------------------------------------------------------------------------------------------------------
Marketing $ 176.1 182.2 148.3 136.3 120.0 131.3
- --------------------------------------------------------------------------------------------------------------------------
Research & development $ 17.9 16.4 15.8 17.8 18.5 20.6
- --------------------------------------------------------------------------------------------------------------------------
Income from operations $ 67.7 42.5 30.6 27.3 8.4 1.5
- --------------------------------------------------------------------------------------------------------------------------
% of sales 9.3% 6.2% 5.3% 5.2% 1.7% .3%
- --------------------------------------------------------------------------------------------------------------------------
Net income $ 45.4 30.3 24.5 21.2 10.2 6.1
==========================================================================================================================
Net income per share - basic $ 1.17 .78 .63 .55 .26 .16
==========================================================================================================================
Net income per share - diluted $ 1.11 .76 .61 .54 .26 .16
==========================================================================================================================
Financial Position
==========================================================================================================================
Total assets $ 476.3 391.4 351.0 308.0 293.2 294.5
Total debt 84.4 48.8 39.5 7.5 12.5 32.5
Stockholders' equity 226.7 194.8 179.3 165.3 153.7 153.9
- --------------------------------------------------------------------------------------------------------------------------
Total debt as a %
of total capitalization 27% 20% 18% 4% 8% 17%
- --------------------------------------------------------------------------------------------------------------------------
Working capital $ 35.2 42.6 23.2 36.8 22.1 23.4
- --------------------------------------------------------------------------------------------------------------------------
Current ratio 1.3 1.3 1.2 1.4 1.2 1.2
==========================================================================================================================
Other Data
==========================================================================================================================
Average common shares
outstanding-basic (In thousands) 38,792 38,734 38,922 39,068 39,134 39,412
- --------------------------------------------------------------------------------------------------------------------------
Return on average
stockholders' equity 21.5% 16.2% 14.2% 13.3% 6.6% 3.8%
- --------------------------------------------------------------------------------------------------------------------------
Return on average capital 17.0% 13.8% 12.8% 12.7% 6.2% 3.6%
- --------------------------------------------------------------------------------------------------------------------------
Cash dividends paid $ 10.1 9.3 9.0 8.6 8.6 8.7
- --------------------------------------------------------------------------------------------------------------------------
Cash dividends paid
per common share $ .26 .24 .23 .22 .22 .22
- --------------------------------------------------------------------------------------------------------------------------
Stockholders' equity
per common share $ 5.84 5.05 4.62 4.25 3.94 3.94
- --------------------------------------------------------------------------------------------------------------------------
Additions to property,
plant and equipment $ 33.1 27.1 9.9 7.1 19.7 28.4
- --------------------------------------------------------------------------------------------------------------------------
Depreciation and
amortization $ 19.3 16.5 14.2 13.6 13.1 11.7
- --------------------------------------------------------------------------------------------------------------------------
Employees at year-end 1,324 1,127 1,137 937 941 1,028
Statistics per employee:*
(In thousands)
Sales $ 635 607 506 563 516 478
Operating earnings 57 38 27 29 9 1
==========================================================================================================================
<CAPTION>
Operating Results 1993 1992 1991 1990 1989
==============================================================================================================
<S> <C> <C> <C> <C> <C>
Net sales:
Consumer Products 410.4 409.3 386.1 331.1 295.6
Specialty Products 97.3 87.2 80.7 80.2 75.8
Total 507.7 496.5 466.8 411.3 371.4
- --------------------------------------------------------------------------------------------------------------
Marketing 126.3 123.0 94.9 71.3 45.9
- --------------------------------------------------------------------------------------------------------------
Research & development 21.2 17.8 13.4 12.3 7.9
- --------------------------------------------------------------------------------------------------------------
Income from operations 35.6 37.7 34.0 28.9 25.2
- --------------------------------------------------------------------------------------------------------------
% of sales 7.0% 7.6% 7.3% 7.0% 6.8%
- --------------------------------------------------------------------------------------------------------------
Net income 26.3 29.5 26.5 22.5 8.6
==============================================================================================================
Net income per share - basic .65 .73 .65 .53 .21
==============================================================================================================
Net income per share - diluted .64 .71 .65 .53 .21
==============================================================================================================
Financial Position
==============================================================================================================
Total assets 281.7 261.0 244.3 249.2 242.5
Total debt 9.6 7.7 7.8 31.0 53.6
Stockholders' equity 169.4 159.1 139.2 118.7 111.6
- --------------------------------------------------------------------------------------------------------------
Total debt as a %
of total capitalization 5% 5% 5% 21% 32%
- --------------------------------------------------------------------------------------------------------------
Working capital 54.6 40.7 34.1 46.1 66.8
- --------------------------------------------------------------------------------------------------------------
Current ratio 1.8 1.5 1.4 1.6 2.2
==============================================================================================================
Other Data
==============================================================================================================
Average common shares
outstanding-basic (In thousands) 40,446 40,676 39,662 40,910 41,456
- --------------------------------------------------------------------------------------------------------------
Return on average
stockholders' equity 16.0% 19.8% 20.5% 19.5% 7.7%
- --------------------------------------------------------------------------------------------------------------
Return on average capital 15.3% 19.0% 18.5% 15.7% 6.8%
- --------------------------------------------------------------------------------------------------------------
Cash dividends paid 8.5 7.7 6.7 6.1 5.4
- --------------------------------------------------------------------------------------------------------------
Cash dividends paid
per common share .21 .19 .17 .15 .13
- --------------------------------------------------------------------------------------------------------------
Stockholders' equity
per common share 4.22 3.91 3.43 2.94 2.70
- --------------------------------------------------------------------------------------------------------------
Additions to property,
plant and equipment 28.8 12.5 19.3 10.0 10.4
- --------------------------------------------------------------------------------------------------------------
Depreciation and
amortization 10.6 9.8 9.5 8.9 8.5
- --------------------------------------------------------------------------------------------------------------
Employees at year-end 1,096 1,092 1,081 994 1,070
Statistics per employee:*
(In thousands)
Sales 463 455 432 414 347
Operating earnings 33 35 31 29 24
==============================================================================================================
</TABLE>
* 1999 results reflect sales and earnings for U.S. operations only.
14
<PAGE> 17
FINANCIAL REVIEW
The Financial Review discusses the Company's performance for 1999 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.
1999 COMPARED TO 1998
Net Sales
Net sales increased by $46 million or 6.7% to $730 million, compared to $684
million in the previous year. The majority of this increase was due to growth in
the Consumer Products business.
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 in late 1997 and early
1998, ARM & HAMMER SUPER SCOOP Cat Litter and ARM & HAMMER DENTAL CARE Gum.
Specialty Products were up 15.2% 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 deconsolidation 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 44.6% from 44.7% 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.
15
<PAGE> 18
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.
1998 COMPARED TO 1997
Net Sales
Net sales increased 19.0% in 1998 primarily due to growth in the Consumer
Products business.
Consumer Products were up 22.0% reflecting the introduction of two new major
consumer products, SUPER SCOOP Cat Litter, in 1997's third quarter and ARM &
HAMMER DENTAL CARE Gum, in early 1998. The acquisition of BRILLO Soap Pads and
certain other brands in late 1997 also contributed to the sales growth. In the
established consumer business, higher sales of laundry and deodorizing products
were partially offset by lower toothpaste sales.
Specialty Products were up 7.1% led by higher sales of animal nutrition
products, particularly MEGALAC Rumen Bypass Fat.
Operating Costs
The Company's gross margin decreased .5 points to 44.7%, reflecting the change
in sales mix, especially the higher laundry and lower toothpaste sales,
partially offset by lower manufacturing costs.
Advertising, consumer and trade promotion expenses increased $34.0 million to
$182.2 million. The introductory costs of advertising and promoting ARM & HAMMER
DENTAL CARE Gum were the most significant factors behind this increase. Other
factors contributing to this increase included the full-year effect of
advertising SUPER SCOOP Cat Litter, and promotion costs in support of BRILLO
Soap Pads.
Selling, general and administrative expenses were slightly higher primarily as a
result of personnel-related costs in support of new business initiatives and
brokerage commissions related to higher sales. These increases were mostly
offset by a reduction in the net cost of information systems. At the beginning
of 1998, the Company adopted a new AICPA accounting statement which requires
companies to capitalize certain costs of developing computer software for
internal use. The amount capitalized, net of amortization, was $4.7 million
which reflected an unusually high level of software spending on a major
company-wide information system implemented during 1998. If the same policy had
been in effect in the previous year, the amount capitalized that year would have
been about $4.0 million.
During the second quarter of 1998, the Company recognized a one-time gain from
the sale of research & development technology for $3.5 million.
In the final quarter of 1998, the Company closed its small sodium bicarbonate
plant in Venezuela after determining that market conditions could no longer
support it. The facility produced 1998 sales of $2.3 million and was
unprofitable. The closure involved a $2.8 million pre-tax write-off.
Other Income and Expenses
The Armand Products Company, saw a 2.8% sales decline driven by an increase in
imports of finished products from the Far East as the dollar strengthened
against Asian currencies. The slightly lower profitability on the lower sales of
this joint venture, together with a break-even result from our 40% equity
interest in our Brazilian chemical affiliate, were the primary reasons for the
$.8 million decrease in equity income.
Investment income was lower than a year ago as a result of a lower amount of
average cash available for investment.
16
<PAGE> 19
Other expenses in 1998 were largely the result of foreign exchange losses, which
include translation losses incurred by our Venezuelan subsidiary due to the
devaluation of the local currency.
Interest expense in 1998 was approximately $1.7 million higher than the previous
year and was the result of an increase of the debt incurred to finance the
purchase of new product lines in the third quarter of 1997 and the first quarter
of 1998. Additional financing was also required to fund the acquisition of the
Lakewood plant and a relatively large capital expenditure program.
Taxation
The effective tax rate for 1998 was 34.4%, compared to 36.7% in the previous
year. The lower effective rate 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 1998 was $30.3 million, equivalent to diluted
earnings of $.76 per share, compared to $24.5 million or $.61 per share in 1997.
LIQUIDITY AND CAPITAL RESOURCES
The Company's balance sheet was strong at both the 1999 and 1998 year-end. The
net debt position, after deducting cash and short-term investments, increased to
$60.6 million at December 31, 1999 from $30.6 million at the year-end 1998.
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 424,000 shares of treasury stock.
The Company has a total debt-to-capital ratio of approximately 27%. At December
31, 1999 the Company had $57.0 million of additional borrowing capacity
available through short-term lines of credit. Capital expenditures in 2000 are
expected to be lower than in 1999, but may be higher than 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 1998, operating cash flow was $48.2 million. Major factors contributing to
the cash flow from operating activities included higher operating earnings
before non-cash charges for depreciation and amortization, offset by an increase
in accounts receivable related to the higher sales. Operating cash flow together
with additional net borrowings of $9.3 million were used to fund capital
expenditures associated mainly with the installation of the new enterprise
software system and related hardware additions, plant modernization and cat
litter capacity projects at Green River, and new packaging equipment in support
of the BRILLO Soap Pad line at our London, Ohio, plant. Other major uses of cash
included the expenditures related to the Lakewood plant acquisition, the early
1998 acquisition of the TOSS `N SOFT product line, and the purchase of 694,000
shares of treasury stock and cash dividends.
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 $80 million, of which
$23 million was utilized as of December 31,1999; and $50 million of a revolving
credit agreement of which $50 million was utilized at December 31,1999. The
weighted average interest rate on these borrowings at December 31,1999 was
approximately 6.5%. The Company entered into interest rate swap agreements to
reduce the impact of 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 31,1999, the Company entered into
agreements for a notional amount of $23 million, swapping debt with a three
month LIBOR rate for a fixed rate that averages 6.2%. As a result, the swap
agreements eliminate the variability of interest expense for that portion of the
Company's debt. However, a 10% drop 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.
17
<PAGE> 20
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 December 31,1999 and 1998, levels, 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 31,1999 and 1998 of "sell"
contracts, translated into U.S. dollars using the rates current at the reporting
date, were $3,944,000 and $3,156,000, respectively. At December 31,1999, the
Company had an immaterial unrealized gain and an immaterial unrealized loss at
December 31,1998. 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 of 10% in the exchange
rates for the U.S. Dollar to the Canadian Dollar, the British Pound and the
Brazilian Real from those at December 31,1999 and 1998, would result in an
annual currency translation gain or loss of approximately $.6 million in 1999
and $.3 million in 1998.
New Accounting Pronouncement
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 is in the process of
evaluating this Statement and has not yet determined the future impact on the
Company's consolidated financial statements.
Year 2000
The Company was prepared for the date change to the year 2000 and successfully
started the year 2000 without any interruption to the business. Although our IT
systems and non-IT systems have operated thus far in the new year without any
major disruptions there still exists the remote possibility that some future
undetected problem may still occur.
Total expenditures incurred on Y2K-related projects through the fourth quarter
of 1999 are estimated at approximately $13 million, and any remaining costs of
these projects are not expected to be significant.
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. Toward the end of 1999,
the Company experienced increased price competition in the laundry detergent
category. To stay competitive in this category, the Company completed a major
project to modernize and upgrade its powder laundry detergent plant at Green
River, Wyoming. With this project completed in late 1999, we expect to
concentrate all powder laundry detergent production at Green River, thereby
improving upon our cost position.
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.
18
<PAGE> 21
In 1998, the Company made an important addition to the oral care product line
with the introduction of ARM & HAMMER DENTAL CARE Gum. Although this
introduction was considered a success in creating a new category, competitive
products have been developed and the eventual success of the product may not be
known for some time. The Company expects one or more additional competitive
entries into the category in the years 2000 and 2001. 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. The Company anticipates that
marketing spending levels will remain high in 2000.
The major activity in the deodorizing product line for 1999 was the continuation
of the SUPER SCOOP Cat Litter launch, which first began in late 1997. Late in
the year, the Company introduced ARM & HAMMER SUPER STOP Clay Litter into the
traditional clay segment. This product will require additional support as
distribution is expanded. In 1999, the Company introduced two line extensions in
the deodorizing area: ARM & HAMMER Baking Soda FRIDGE-N-FREEZER FRESHENER and
ARM & HAMMER Carpet Deodorizer Lasting Scent. 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
1999. 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 now making an effort to enter the higher end.
Furthermore, an affiliate of an energy services company has announced plans to
enter the sodium bicarbonate market in late 2000 or early 2001 using a new
nahcolite process. To strengthen its competitive position, the Company has
recently 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 for potassium
carbonate, the Company expects imports of video glass from the Far East and
production from domestic suppliers to affect U.S. demand in 2000 as it did in
1999.
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. 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 margin 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.
<TABLE>
<CAPTION>
Common Stock Price Range and Dividends 1999 1998
=============================================================================================================
Low High Dividend Low High Dividend
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
1st Quarter $ 16 1/2 $ 22 13/16 $ 0.06 $13 3/16 $ 15 5/16 $ 0.06
2nd Quarter 19 1/32 23 1/8 0.06 14 9/16 15 7/16 0.06
3rd Quarter 20 9/16 25 1/2 0.07 13 9/16 17 3/16 0.06
4th Quarter 23 1/8 30 3/16 0.07 13 3/4 18 0.06
- -------------------------------------------------------------------------------------------------------------
Full Year $ 16 1/2 $ 30 3/16 $ 0.26 $13 3/16 $ 18 $ 0.24
=============================================================================================================
</TABLE>
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, 1999: 10,000.
19
<PAGE> 22
CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES
Consolidated Statements of Income
(Dollars in thousands, except per share data)
<TABLE>
<CAPTION>
Year ended December 31, 1999 1998 1997
=====================================================================================================
<S> <C> <C> <C>
Net Sales $ 730,036 $ 684,393 $ 574,906
Cost of sales 404,341 378,604 314,821
- -----------------------------------------------------------------------------------------------------
Gross Profit 325,695 305,789 260,085
Advertising, consumer and trade promotion expenses 176,123 182,206 148,254
Selling, general and administrative expenses 87,047 81,824 81,275
Gain on sale of mineral rights (11,772) -- --
Impairment and other items 6,617 -- --
Sale of technology -- (3,500) --
Plant shutdown -- 2,766 --
- -----------------------------------------------------------------------------------------------------
Income from Operations 67,680 42,493 30,556
Equity in earnings of affiliates 6,366 5,276 6,057
Investment earnings 1,216 1,348 1,666
Other income (expense) 201 (278) 1,320
Interest expense (2,760) (2,653) (912)
- -----------------------------------------------------------------------------------------------------
Income before taxes 72,703 46,186 38,687
Income taxes 26,821 15,897 14,181
Minority interest; net of taxes 525 -- --
=====================================================================================================
Net Income $ 45,357 $ 30,289 $ 24,506
=====================================================================================================
Weighted average shares outstanding (in thousands) - Basic 38,792 38,734 38,922
Weighted average shares outstanding (in thousands) - Diluted 41,043 40,050 39,942
=====================================================================================================
Net Income Per Share - Basic $ 1.17 $ .78 $ .63
Net Income Per Share - Diluted $ 1.11 $ .76 $ .61
=====================================================================================================
</TABLE>
See Notes to Consolidated Financial Statements.
20
<PAGE> 23
CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES
Consolidated Balance Sheets
(Dollars in thousands, except per share data)
<TABLE>
<CAPTION>
December 31, 1999 1998
====================================================================================
Assets
====================================================================================
<S> <C> <C>
Current Assets
Cash and cash equivalents $ 19,765 $ 16,189
Short-term investments 4,000 2,042
Accounts receivable, less allowances of $1,552 and $1,579 64,505 65,014
Inventories 72,670 60,285
Current portion of notes receivable -- 7,485
Deferred income taxes 8,221 10,535
Prepaid expenses 6,622 5,258
- ------------------------------------------------------------------------------------
Total Current Assets 175,783 166,808
- ------------------------------------------------------------------------------------
Property, Plant and Equipment (Net) 182,219 161,712
Notes Receivable 3,000 2,384
Equity Investment in Affiliates 20,177 27,751
Long-term Supply Contracts 4,105 4,918
Goodwill and Other Intangibles 83,744 25,142
Other Assets 7,278 2,723
- ------------------------------------------------------------------------------------
Total Assets $ 476,306 $ 391,438
====================================================================================
Liabilities and Stockholders' Equity
====================================================================================
Current Liabilities
Short-term borrowings $ 25,574 $ 18,500
Accounts payable and accrued expenses 106,109 98,069
Current portion of long-term debt 685 685
Income taxes payable 8,240 6,983
- ------------------------------------------------------------------------------------
Total Current Liabilities 140,608 124,237
- ------------------------------------------------------------------------------------
Long-term Debt 58,107 29,630
Deferred Income Taxes 20,416 21,178
Deferred Liabilities 11,860 6,785
Nonpension Postretirement and Postemployment Benefits 15,145 14,770
Minority Interest 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 18,356 13,171
Retained earnings 253,885 218,618
Accumulated other comprehensive (loss) (4,599) (782)
- ------------------------------------------------------------------------------------
314,303 277,668
Common stock in treasury, at cost:
7,805,152 shares in 1999 and
8,039,010 shares in 1998 (87,021) (82,281)
Due from shareholder (549) (549)
- ------------------------------------------------------------------------------------
Total Stockholders' Equity 226,733 194,838
- ------------------------------------------------------------------------------------
Total Liabilities and Stockholders' Equity $ 476,306 $ 391,438
====================================================================================
</TABLE>
See Notes to Consolidated Financial Statements.
21
<PAGE> 24
CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flow
(Dollars in thousands)
<TABLE>
<CAPTION>
Year ended December 31, 1999 1998 1997
=========================================================================================
Cash Flow From Operating Activities
=========================================================================================
<S> <C> <C> <C>
Net Income $ 45,357 $ 30,289 $ 24,506
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation, depletion and amortization 19,256 16,503 14,158
Disposal of fixed assets 5,490 3,554 --
Equity in earnings of affiliates (6,366) (5,276) (6,057)
Deferred income taxes 1,888 (133) 2,733
Gain on sale of mineral rights (11,772) -- --
Other 403 90 155
Change in assets and liabilities:
Decrease (increase) in accounts receivable 2,661 (15,545) (7,875)
(Increase) decrease in inventories (5,601) 2,053 (7,108)
(Increase) decrease in prepaid expenses (1,235) 455 (819)
Increase (decrease) in accounts payable 4,513 6,143 (1,118)
Increase (decrease) in income taxes payable 3,426 6,521 (3,683)
Increase in other liabilities 6,025 3,505 1,650
- -----------------------------------------------------------------------------------------
Net Cash Provided by Operating Activities 64,045 48,159 16,542
Cash Flow From Investing Activities
=========================================================================================
(Increase) decrease in short-term investments (1,958) 1,951 1,018
Additions to property, plant and equipment (33,112) (27,123) (9,918)
Proceeds from sale of mineral rights 16,762 -- --
Distributions from affiliates 3,354 4,756 5,818
Investment in affiliates, net of cash acquired (9,544) (360) (10,421)
Purchase of new product lines (54,826) (7,038) (30,973)
Purchase of other assets (4,404) (1,995) (727)
Proceeds from note receivable 6,869 4,131 --
Investment in note receivable -- (3,000) --
Acquisition of manufacturing facility -- (9,014) --
Purchase of supply contract -- (2,750) --
Purchase of license agreement -- -- (1,000)
- -----------------------------------------------------------------------------------------
Net Cash Used in Investing Activities (76,859) (40,442) (46,203)
Cash Flow From Financing Activities
=========================================================================================
Proceeds (repayments) from short-term borrowing 5,349 (13,500) 32,000
Proceeds from stock options exercised 6,679 3,770 1,705
Purchase of treasury stock (9,116) (10,269) (3,044)
Payment of cash dividends (10,090) (9,293) (8,953)
Long-term debt repayment (685) (685) --
Long-term borrowing 24,253 23,500 --
- -----------------------------------------------------------------------------------------
Net Cash Provided by (Used in) Financing Activities 16,390 (6,477) 21,708
Net Change in Cash and Cash Equivalents 3,576 1,240 (7,953)
Cash and Cash Equivalents at Beginning of Year 16,189 14,949 22,902
- -----------------------------------------------------------------------------------------
Cash and Cash Equivalents at End of Year $ 19,765 $ 16,189 $ 14,949
- -----------------------------------------------------------------------------------------
Cash paid during the year for:
Interest (net of amounts capitalized) $ 2,831 $ 2,768 $ 698
Income taxes 21,524 9,521 15,159
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
=========================================================================================
</TABLE>
See Notes to Consolidated Financial Statements.
22
<PAGE> 25
CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES
Consolidated Statements of Stockholders' Equity
(In thousands)
<TABLE>
<CAPTION>
Years ended December 31, 1999, 1998, 1997
=======================================================================================================
Number of Shares Amounts
======================= ========================================
Additional
Common Treasury Common Treasury Paid-In
Stock Stock Stock Stock Capital
=======================================================================================================
<S> <C> <C> <C> <C> <C>
January 1, 1997 46,661 (7,756) $ 46,661 $ (72,708) $ 10,033
Net Income -- -- -- -- --
Translation adjustments -- -- -- -- --
Comprehensive Income
Cash dividends -- -- -- -- --
Stock option plan
transactions including
related income tax benefit -- 202 -- 1,184 733
Purchase of treasury stock -- (232) -- (3,044) --
=======================================================================================================
December 31, 1997 46,661 (7,786) 46,661 (74,568) 10,766
Net Income -- -- -- -- --
Translation adjustments -- -- -- -- --
Comprehensive Income
Cash dividends -- -- -- -- --
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
Net Income -- -- -- -- --
Translation adjustments -- -- -- -- --
Comprehensive Income
Cash dividends -- -- -- -- --
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
=======================================================================================================
<CAPTION>
Years ended December 31, 1999, 1998, 1997
===================================================================================================
Amounts
=================================================================
Accumulated
Other Due
Retained Comprehensive From Comprehensive
Earnings Income (loss) Shareholder Income
===================================================================================================
<S> <C> <C> <C> <C>
January 1, 1997 $ 182,069 $ (194) $ (549)
Net Income 24,506 -- -- 24,506
Translation adjustments -- (397) -- (397)
Comprehensive Income 24,109
Cash dividends (8,953) -- --
Stock option plan
transactions including
related income tax benefit -- -- --
Purchase of treasury stock -- -- --
===================================================================================================
December 31, 1997 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 -- -- --
Purchase of treasury stock -- -- --
Other stock issuances -- -- --
===================================================================================================
December 31, 1998 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 -- -- --
Purchase of treasury stock -- -- --
Other stock issuances -- -- --
===================================================================================================
December 31, 1999 $ 253,885 $ (4,599) $ (549)
===================================================================================================
</TABLE>
See Notes to Consolidated Financial Statements
23
<PAGE> 26
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 1999, Consumer
Products represented approximately 80% and Specialty Products 20% of the
Company's net sales. The Company does approximately 89% 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 early 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. In 1997, such costs were charged to expense.
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 $17,921,000 in 1999, $16,448,000
in 1998 and $15,841,000 in 1997, 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
24
<PAGE> 27
pursuant to the exercise of stock options outstanding. Antidilutive stock
options, in the amounts of 21,000 and 485,800 for 1999 and 1997, have been
excluded. There were no antidilutive options for 1998. 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.
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 Pronouncement
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 is in the process of
evaluating this Statement and has not yet determined the future 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, 1999 and 1998. 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.
<TABLE>
<CAPTION>
(In thousands) 1999 1998
============================================================================================
Carrying Fair Carrying Fair
Amount Value Amount Value
============================================================================================
<S> <C> <C> <C> <C>
Financial Assets:
Short-term investments $ 4,000 $ 4,000 $ 2,042 $ 2,042
Notes receivable 3,000 --(1) 9,869 9,814
Due from shareholder 549 549 549 554
Financial Liabilities:
Short-term borrowings 25,574 25,574 18,500 18,500
Current portion of long-term debt 685 685 685 685
Long-term debt 58,107 58,107 29,630 29,630
============================================================================================
</TABLE>
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, 1999 and 1998, both the cost and market value of the investments
approximated each other.
Notes Receivable
The notes receivable represent loans to the Company's Armand Products Company
joint venture and Fluid Packaging Co., Inc. The note to Armand Products was
secured by plant and equipment owned by the joint venture, bore interest at a
rate of 8.25% and was due in installments from January 1998 through June 2000.
The note was paid in full in December 1999. The fair value of the Armand note in
1998 was based on discounting cash flows using rates available on notes with
similar terms.
(1) The note to Fluid Packaging 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 bears an interest rate of 8.0% and was
due in full no later than July 15, 1999. The Fluid 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. However, because the note has passed the maturity date, and other
financial matters relating to Fluid Packaging exist, the Company is unable to
determine the current fair value of the note.
25
<PAGE> 28
Due from Shareholder
The note receivable approximates fair value because of its short maturity.
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, 1999 and 1998 of
"sell" contracts, translated into U.S. dollars using the rates current at the
reporting date, were $3,944,000 and $3,156,000, respectively. The Company's
accounting policy is to value these contracts at market value and record
currently any change in market value as a gain or loss. At December 31, 1999,
the Company had an immaterial unrealized gain and an immaterial unrealized loss
at December 31, 1998.
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, the Company entered into
agreements for a notional amount of $23,000,000, swapping debt with a three
month libor rate for a fixed interest rate that averages 6.2%. These swaps are
accounted for on an accrual basis with amounts to be paid or received recognized
as adjustments to interest expense.
3. inventories
Inventories are summarized as follows:
<TABLE>
<CAPTION>
================================================================================
(In thousands) 1999 1998
================================================================================
<S> <C> <C>
Raw materials and supplies $25,698 $16,278
Work in process 22 160
Finished goods 46,950 43,847
- --------------------------------------------------------------------------------
$72,670 $60,285
================================================================================
</TABLE>
Inventories valued on the LIFO method totaled $63,098,000 and $53,203,000 at
December 31, 1999 and 1998, respectively, and would have been approximately
$3,225,000 and $3,656,000 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:
<TABLE>
<CAPTION>
=====================================================================================
(In thousands) 1999 1998
=====================================================================================
<S> <C> <C>
Land $ 5,741 $ 4,896
Buildings and improvements 85,411 73,529
Machinery and equipment 221,783 173,595
Office equipment and other assets 15,434 14,347
Software 5,857 5,311
Mineral rights 328 5,931
Construction in progress 4,960 14,148
- -------------------------------------------------------------------------------------
339,514 291,757
Less accumulated depreciation, depletion and amortization 157,295 130,045
- -------------------------------------------------------------------------------------
Net property, plant and equipment $182,219 $161,712
- -------------------------------------------------------------------------------------
</TABLE>
Depreciation, depletion and amortization of property, plant and equipment have
been charged to operations in the amount of $16,594,000, $14,646,000 and
$13,249,000 in 1999, 1998 and 1997, respectively. Interest charges in the amount
of $421,000, $381,000 and $109,000 were capitalized in connection with
construction projects in 1999, 1998 and 1997, respectively.
26
<PAGE> 29
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 operation are not presented because
they are not materially different from the Company's reported results of
operations.
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, which was allocated to intangible assets.
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 Fluid Packaging Co., Inc., a
manufacturing facility and machinery located in Lakewood, New Jersey, for
approximately $9.0 million. As noted earlier, the Company loaned to Fluid
Packaging $3.0 million at an interest rate of 8.0%.
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 $55.2 million and was financed by the use of the Company's lines
of credit and included goodwill and other intangibles of approximately $51.7
million.
6. accounts payable and accrued expenses
Accounts payable and accrued expenses consist of the following:
<TABLE>
<CAPTION>
================================================================================
(In thousands) 1999 1998
================================================================================
<S> <C> <C>
Trade accounts payable $ 46,950 $ 40,194
Accrued marketing and promotion costs 39,867 40,622
Accrued wages and related costs 9,195 8,467
Accrued pension and profit-sharing 5,640 5,230
Other accrued current liabilities 4,457 3,556
- --------------------------------------------------------------------------------
$106,109 $ 98,069
================================================================================
</TABLE>
7. 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 $80 million, of which
$23 million was utilized as of December 31, 1999; and $50 million of a revolving
credit agreement, of which $50 million was utilized at December 31, 1999. The
weighted average interest rate on these borrowings at December 31, 1999 was
approximately 6.5%.
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 $2.6
million was utilized as of December 31, 1999. The weighted average interest rate
on these borrowing as December 31, 1999 was approximately 19.9%.
Long-term debt and current portion of long-term debt consists of the following:
<TABLE>
<CAPTION>
==========================================================================================
(In thousands) 1999 1998
==========================================================================================
<S> <C> <C>
Three-Year Unsecured Revolving Credit Loan due December 29, 2002 $50,000 $23,500
Various Debt from Brazilian Banks 2,662 --
Industrial Revenue Refunding Bond
due in installments of $685 from 2000-2007 and $650 in 2008 6,130 6,815
- ------------------------------------------------------------------------------------------
$58,792 $30,315
==========================================================================================
</TABLE>
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 1999 and 1998 was
3.5% and 3.0%, 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 1999 was 5.4%.
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
ranges from 18.5% to 24.0%, but averages 19.2%.
27
<PAGE> 30
8. Income taxes
The components of income before taxes are as follows:
<TABLE>
<CAPTION>
================================================================================
(In thousands) 1999 1998 1997
================================================================================
<S> <C> <C> <C>
Domestic $66,740 $43,197 $36,099
Foreign 5,963 2,989 2,588
- --------------------------------------------------------------------------------
Total $72,703 $46,186 $38,687
================================================================================
</TABLE>
<TABLE>
<CAPTION>
The following table summarizes the provision for U.S. federal, state and foreign
income taxes:
================================================================================
(In thousands) 1999 1998 1997
================================================================================
<S> <C> <C> <C>
Current:
U.S. federal $19,395 $12,214 $ 9,180
State 3,531 2,754 1,794
Foreign 2,007 1,062 474
- --------------------------------------------------------------------------------
$24,933 $16,030 $11,448
================================================================================
Deferred:
U.S. federal $ 1,552 $ 274 $ 2,243
State 358 (424) 439
Foreign (22) 17 51
- --------------------------------------------------------------------------------
$ 1,888 $ (133) $ 2,733
- --------------------------------------------------------------------------------
Total provision $26,821 $15,897 $14,181
================================================================================
</TABLE>
Deferred tax liabilities/(assets) consist of the following at December 31:
<TABLE>
<CAPTION>
======================================================================================
(In thousands) 1999 1998
======================================================================================
<S> <C> <C>
Current deferred tax assets:
Marketing expenses, principally coupons $ (5,065) $ (7,198)
Reserves and other liabilities (1,320) (1,329)
Accounts receivable (1,339) (1,294)
Other (497) (714)
- --------------------------------------------------------------------------------------
Total current deferred tax assets (8,221) (10,535)
- --------------------------------------------------------------------------------------
Noncurrent deferred tax liabilities/(assets):
Nonpension postretirement and postemployment benefits (6,124) (5,746)
Capitalization of items expensed (5,010) (3,117)
Loss carryfoward of foreign subsidiary (1) (6,636) --
Foreign exchange translation adjustment (1,789) (305)
Valuation allowance 8,425 305
Depreciation and amortization 31,608 29,443
Other (58) 598
- --------------------------------------------------------------------------------------
Net noncurrent deferred tax liabilities 20,416 21,178
- --------------------------------------------------------------------------------------
Net deferred tax liability $ 12,195 $ 10,643
- --------------------------------------------------------------------------------------
</TABLE>
The difference between tax expense and the "expected" tax which would result
from the use of the federal statutory rate is as follows:
<TABLE>
<CAPTION>
============================================================================================================
(In thousands) 1999 1998 1997
============================================================================================================
<S> <C> <C> <C>
Statutory rate 35% 35% 35%
Tax which would result from use of the federal statutory rate $ 25,446 $ 16,165 $ 13,540
- ------------------------------------------------------------------------------------------------------------
Depletion (466) (490) (473)
Research & development credit (200) (200) (200)
State and local income tax, net of federal effect 2,528 1,515 1,451
Varying tax rates of foreign affiliates (103) 142 151
Non-recognition of foreign affiliate loss -- -- 193
Recognition of foreign affiliate losses -- (996) (416)
Other (384) (239) (65)
- ------------------------------------------------------------------------------------------------------------
1,375 (268) 641
- ------------------------------------------------------------------------------------------------------------
Recorded tax expense $ 26,821 $ 15,897 $ 14,181
- ------------------------------------------------------------------------------------------------------------
Effective tax rate 36.9% 34.4% 36.7%
============================================================================================================
</TABLE>
(1) The loss carryforward existed at the date of acquisition. Any recognition
of this benefit will be an adjustment to Goodwill.
28
<PAGE> 31
9. 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, which is consistent with federal funding
requirements, is intended to provide not only for benefits attributed to service
to date, but also for those expected to be earned in the future.
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:
<TABLE>
<CAPTION>
====================================================================================================================
Nonpension
Postretirement
Pension Plans Benefit Plans
====================================================================================================================
(In thousands) 1999 1998 1999 1998
====================================================================================================================
<S> <C> <C> <C> <C>
Change in Benefit Obligation:
Benefit obligation at beginning of year $ 15,403 $ 13,301 $ 9,548 $ 7,871
Service cost 440 396 477 446
Interest cost 1,008 977 647 592
Plan amendments 21 -- -- --
Actuarial (gain) loss (1,470) 1,387 (325) 880
Benefits paid (726) (658) (693) (241)
- --------------------------------------------------------------------------------------------------------------------
Benefit obligation at end of year $ 14,676 $ 15,403 $ 9,654 $ 9,548
====================================================================================================================
Change in Plan Assets:
Fair value of plan assets at beginning of year $ 15,789 $ 14,347 $ -- $ --
Actual return on plan assets (net of expenses) 5,201 2,100 -- --
Employer contributions 47 -- 693 241
Benefits paid (726) (658) (693) (241)
- --------------------------------------------------------------------------------------------------------------------
Fair value of plan assets at end of year $ 20,311 $ 15,789 $ -- $ --
====================================================================================================================
Reconciliation of the Funded Status:
Funded status $ 5,635 $ 386 $ (9,654) $ (9,548)
Unrecognized transition obligation 3 10 -- --
Unrecognized prior service cost 177 184 (1,055) (1,160)
Unrecognized actuarial gain (6,182) (990) (3,355) (3,174)
Loss due to currency fluctuations 39 56 -- --
- --------------------------------------------------------------------------------------------------------------------
Net amount recognized at end of year $ (328) $ (354) $(14,064) $(13,882)
====================================================================================================================
Amounts recognized in the statement of
financial position consist of:
Prepaid benefit cost $ 663 $ 562 $ -- --
Accrued benefit liability (991) (916) (14,064) (13,882)
- --------------------------------------------------------------------------------------------------------------------
Net amount recognized at end of year $ (328) $ (354) $(14,064) $(13,882)
====================================================================================================================
Weighted-average assumptions as of December 31:
Discount rate 7.50% 6.75% 7.50% 6.75%
Rate of compensation increase 5.00% 5.00% -- --
Expected return on plan assets 9.25% 9.25% -- --
====================================================================================================================
</TABLE>
Net Pension and Net Postretirement Benefit Costs consisted of the following
components:
<TABLE>
<CAPTION>
============================================================================================================================
Pension Costs Postretirement Costs
============================================================================================================================
(In thousands) 1999 1998 1997 1999 1998 1997
============================================================================================================================
<S> <C> <C> <C> <C> <C> <C>
Components of Net Periodic Benefit Cost:
Service cost $ 440 $ 396 $ 348 $ 477 $ 446 $ 371
Interest cost 1,008 977 891 647 592 530
Expected return on plan assets (1,433) (1,291) (1,167) -- -- --
Amortization of transition obligation 4 4 2 -- -- --
Amortization of prior service cost 29 28 28 (105) (105) (96)
Recognized actuarial (gain) or loss (27) (13) (31) (144) (215) (301)
- ----------------------------------------------------------------------------------------------------------------------------
Net periodic benefit cost $ 21 $ 101 $ 71 $ 875 $ 718 $ 504
============================================================================================================================
</TABLE>
The pension plan assets primarily consist of equity mutual funds, fixed income
funds and a guaranteed investment contract fund.
29
<PAGE> 32
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 9% in 1999, and ranging to 5.0% for
years 2000 and beyond. During 1996, the Company changed the eligibility
requirements of the plan and established a maximum annual benefit based on years
of service for those over 65 years of age.
<TABLE>
<CAPTION>
================================================================================
(In thousands) 1999 1998
================================================================================
<S> <C> <C>
Effect of 1% increase in health-care cost trend rates on:
Postretirement benefit obligation $ 697 $ 737
Total of service cost and interest cost component 93 90
Effect of 1% decrease in health-care cost trend rates on:
Postretirement benefit obligation (615) (646)
Total of service cost and interest cost component (80) (77)
================================================================================
</TABLE>
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 $4,481,000, $4,340,000 and $4,100,000 in 1999,
1998 and 1997, 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 $1,327,000, $1,097,000
and $963,000 in 1999, 1998 and 1997, respectively.
10. 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.
<TABLE>
<CAPTION>
Stock option transactions for the three years Number of Weighted Avg.
ended December 31, 1999 were as follows: Shares Exercise Price
====================================================================================
<S> <C> <C>
Outstanding at January 1, 1997 4,569,364 $10.53
Grants 115,546 12.58
Exercised 202,800 8.40
Cancelled 99,200 10.39
- ------------------------------------------------------------------------------------
Outstanding at December 31, 1997 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
</TABLE>
At December 31, 1999, 1998 and 1997, 3,499,380 options, 2,256,864 options and
2,481,064 options were exercisable.
The table below summarizes information relating to options outstanding and
exercisable at December 31, 1999.
<TABLE>
<CAPTION>
Options Outstanding Options Exercisable
=================================================================== ===========================
Weighted Weighted
Average Weighted Avg. Average
Exercise Options Exercise Remaining Options Exercise
Prices Outstanding Price Contractual Life Exercisable Price
=================================================================== ===========================
<S> <C> <C> <C> <C> <C>
$ 8.00 - $10.00 737,264 $ 8.74 3.8 years 737,264 $ 8.74
$10.01 - $12.50 1,866,896 10.76 6.2 1,800,950 10.72
$12.51 - $15.00 1,455,534 13.62 6.5 738,466 13.54
$15.01 - $17.50 244,100 16.00 3.8 222,700 16.05
$17.51 - $21.00 553,800 20.72 9.4 -- --
$21.01 - $27.75 25,200 26.66 9.8 -- --
=================================================================== ===========================
</TABLE>
30
<PAGE> 33
The fair-value of options granted in 1999, 1998 and 1997 is $4,447,000,
$4,658,000, and $372,000, respectively and the weighted average fair-value per
share of options granted in 1999, 1998 and 1997 is $7.68, $4.06 and $3.22,
respectively.
The fair-value of options granted in 1999, 1998 and 1997 is estimated on the
date the options are granted based on the Black Scholes option-pricing model
with the following weighted-average assumptions:
<TABLE>
<CAPTION>
1999 1998 1997
=====================================================================================
<S> <C> <C> <C>
Risk-free interest rate 6.0% 5.7% 6.5%
Expected life 6.0 years 6.1 years 4.5 years
Expected volatility 30.0% 25.6% 23.1%
Dividend yield 1.2% 1.8% 1.7%
</TABLE>
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
$2,037,000, $1,831,000 and $1,113,000 for 1999, 1998 and 1997, respectively. The
Company's pro forma net income and pro forma net income per share for 1999, 1998
and 1997 would have been as follows:
<TABLE>
<CAPTION>
(In thousands, except for per share data)
================================================================================
Net Income 1999 1998 1997
================================================================================
<S> <C> <C> <C>
As reported $ 45,357 $ 30,289 $ 24,506
Pro forma 43,320 28,458 23,393
Net Income per Share: basic
================================================================================
As reported $ 1.17 $ .78 $ .63
Pro forma 1.12 .74 .60
Net Income per Share: diluted
================================================================================
As reported $ 1.11 $ .76 $ .61
Pro forma 1.06 .71 .59
</TABLE>
Since compensation expense associated with option grants is recognized over the
vesting period, the initial impact of applying SFAS No. 123 on pro forma
disclosure is not representative of the potential impact on pro forma net income
for future years, when the effect of the recognition of a portion of
compensation expense from multiple awards would be reflected.
11. plant shutdown
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 also includes approximately $200,000 of severance and
related costs, and the ending liability at December 31, 1999 and 1998 was
insignificant. Partially offsetting this were related tax loss benefits, which
reduced the net charge to approximately $600,000 or $0.015 per diluted share.
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
The Company recorded a pre-tax charge of $6.6 million for impairment and certain
other items relating to a plant shutdown late in 1999 which included 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:
31
<PAGE> 34
<TABLE>
<CAPTION>
Impairment Reserves at
(In thousands) Charge (Disposals/Payments) Dec. 31, 1999
============================================================================================
<S> <C> <C> <C>
Fixed asset impairment $ 4,922 $(4,922) $ --
Severance and other charges 1,695 (1,427) 268
- --------------------------------------------------------------------------------------------
$ 6,617 $(6,349) $ 268
============================================================================================
</TABLE>
The severance charge is for 74 production related individuals.
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 $2,715,000 in 1999, $2,821,000 in 1998 and
$2,890,000 in 1997. The Company is obligated for minimum annual rentals under
non-cancelable long-term operating leases as follows:
<TABLE>
<CAPTION>
(In thousands)
================================================================================
<S> <C> <C>
2000 $2,982
2001 2,323
2002 1,403
2003 144
2004 44
- --------------------------------------------------------------------------------
Total future minimum lease commitments $6,896
================================================================================
</TABLE>
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:
32
<PAGE> 35
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.
<TABLE>
<CAPTION>
Unconsolidated (3) (4) (5)
Consumer Specialty Subtotal Affiliates Corporate Adjustments Total
============================================================================================================
<S> <C> <C> <C> <C> <C> <C> <C>
Net Sales
1999 $586,944 $168,148 $755,092 $(25,056) -- -- $730,036
1998 560,201 144,065 704,266 (19,873) -- -- 684,393
1997 458,978 136,363 595,341 (20,435) -- -- 574,906
============================================================================================================
Gross Profit
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
1997 222,068 51,263 273,331 (7,025) -- (6,221) 260,085
============================================================================================================
Advertising, Consumer and Trade Promotion Expenses
1999 173,856 2,647 176,503 (380) -- -- 176,123
1998 179,173 3,098 182,271 (65) -- -- 182,206
1997 145,065 3,270 148,335 (81) -- -- 148,254
============================================================================================================
Selling, General and Administrative Expenses
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
1997 55,445 31,782 87,227 (1,258) 1,527 (6,221) 81,275
============================================================================================================
Operating Profit
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
1997 21,558 16,211 37,769 (5,686) (1,527) -- 30,556
============================================================================================================
Identifiable Assets (2)
1999 309,366 139,831 449,197 -- 27,109 -- 476,306
1998 251,528 115,872 367,400 -- 24,038 -- 391,438
1997 214,570 113,262 327,832 -- 23,182 -- 351,014
============================================================================================================
Capital Expenditures
1999 23,526 9,586 33,112 -- -- -- 33,112
1998 27,010 9,127 36,137 -- -- -- 36,137
1997 6,829 3,089 9,818 -- -- -- 9,918
============================================================================================================
Depreciation Depletion and Amortization
1999 12,988 6,268 19,256 -- -- -- 19,256
1998 10,919 5,584 16,503 -- -- -- 16,503
1997 9,157 5,001 14,158 -- -- -- 14,158
============================================================================================================
</TABLE>
(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 $20,177,000, $27,751,000 and $26,871,000 for
1999, 1998 and 1997, respectively. (3) Corporate selling, general and
administrative expenses include certain research & development costs that are
not allocated to segments. (4) Corporate assets include excess cash and
investments not used for segment operating needs and deferred income taxes. (5)
Adjustments reflect reclassification of production planning and logistics
administrative costs between gross profit and SG&A expenses, in 1998 the plant
shutdown charge, and in 1999 the gain on sale of mineral reserves and the
impairment and other items charges.
Product line net sales data is as follows:
<TABLE>
<CAPTION>
=====================================================================================================================
Laundry and Oral and
Household Personal Specialty Animal Specialty Unconsolidated
Cleaners Care Deodorizing Chemicals Nutrition Cleaners Affiliates Total
=====================================================================================================================
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1999 $270,112 $159,782 $157,050 $ 97,364 $ 61,283 $ 9,501 $(25,056) $730,036
1998 262,959 160,813 136,429 81,018 50,793 12,254 (19,873) 684,393
1997 214,588 141,770 102,620 81,456 43,332 11,575 (20,435) 574,906
=====================================================================================================================
</TABLE>
Geographic Information
Approximately 89% of net sales in 1999 and 91% in 1998 and 1997 were to
customers in the United States, and approximately 89% of long-lived assets in
1999 and 95% in 1998 and 1997 were located in the U.S.
33
<PAGE> 36
Customers
A group of three Consumer Products customers accounted for approximately 20% of
consolidated net sales in 1999, including a single customer which accounted for
approximately 12%. A group of three customers accounted for approximately 16% of
consolidated net sales in 1998 including a single customer which accounted for
approximately 11%. This group accounted for 16% in 1997.
17. unaudited quarterly financial information
<TABLE>
<CAPTION>
(In thousands, except for per share data)
======================================================================================================
First Second Third Fourth Full
Quarter Quarter Quarter Quarter Year
======================================================================================================
<S> <C> <C> <C> <C> <C>
1999
Net sales $174,708 $186,365 $185,949 $183,014 $730,036
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 $152,011 $173,534 $176,827 $182,021 $684,393
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
======================================================================================================
1997
Net sales $129,621 $141,850 $146,328 $157,107 $574,906
Gross profit 58,248 64,851 66,669 70,317 260,085
Income from operations 6,180 8,550 9,303 6,523 30,556
Equity in earnings of affiliates 1,416 1,594 1,242 1,805 6,057
Net income 5,227 7,280 6,427 5,572 24,506
Net income per share - basic $ .13 $ .19 $ .17 $ .14 $ .63
Net income per share - diluted $ .13 $ .18 $ .16 $ .14 $ .61
======================================================================================================
</TABLE>
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, 1999 and 1998, and
the related consolidated statements of income, stockholders' equity, and cash
flows for each of the three years in the period ended December 31, 1999. 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 generally accepted auditing
standards. 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, 1999
and 1998, and the results of its operations and its cash flows for each of the
three years in the period ended December 31, 1999 in conformity with generally
accepted accounting principles.
As discussed in Note 1 to the consolidated financial statements, in 1998 the
Company changed its method of accounting for internal-use software development
costs to conform with Statement of Position 98-1.
/s/ Deloitte & Touche LLP
Deloitte & Touche LLP
Parsippany, New Jersey
January 26, 2000
34
<PAGE> 37
DIRECTORS
Cyril C. Baldwin, Jr.
Chairman of the Board
Cambrex Corporation
Director since 1983
William R. Becklean
Managing Director
SunTrust Equitable Securities
Director since 1980
Robert H. Beeby
Retired President and
Chief Executive Officer
Frito-Lay, Inc.
Director since 1992
Robert A. Davies, III
President and
Chief Executive Officer
Church & Dwight Co., Inc.
Director since 1995
Rosina B. Dixon, M.D.
Physician and Consultant
Director since 1979
J. Richard Leaman, Jr.
Retired President and
Chief Executive Officer
S. D. Warren Company
Director since 1985
Robert D. LeBlanc
President and
Chief Executive Officer
Handy & Harman
Director since 1998
John D. Leggett III, Ph.D.
President
Sensor Instruments Co., Inc.
Director since 1979
John F. Maypole
Managing Partner
Peach State Real Estate
Holding Co.
Director since 1999
Robert A. McCabe
Chairman
Pilot Capital Corporation
Director since 1987
Dwight C. Minton
Chairman of the Board
Church & Dwight Co., Inc.
Director since 1965
Burton B. Staniar
Chairman
Knoll, Inc.
Director since 1999
John O. Whitney
Professor and Executive Director
The Deming Center for Quality
Management
Columbia Business School
Director since 1992
ELECTED OFFICERS
Robert A. Davies, III
President and
Chief Executive Officer
Raymond L. Bendure, Ph.D.
Vice President
Research & Development
Mark A. Bilawsky
Vice President,
General Counsel and Secretary
Mark G. Conish
Vice President
Operations
Steven P. Cugine
Vice President
Human Resources
Zvi Eiref
Vice President Finance and
Chief Financial Officer
Dennis M. Moore
Vice President Sales
Arm & Hammer Division
Eugene F. Wilcauskas
President and
Chief Operating Officer
Specialty Products Division
Principal Accounting
Officers
Gary P. Halker
Vice President, Controller and
Chief Information Officer
Steven J. Katz
Assistant Controller
INVESTOR INFORMATION
Corporate Headquarters
Church & Dwight Co., Inc.
469 North Harrison Street
Princeton, NJ 08543-5297
(609) 683-5900
Independent Auditors
Deloitte & Touche LLP
2 Hilton Court
Parsippany, NJ 07054
Transfer Agent and Registrar
ChaseMellon
Shareholder Services, LLC
85 Challenger Road
Ridgefield Park, NJ 07660
www.chasemellon.com
Stock Listing
Church & Dwight Co., Inc.
shares are listed on the
New York Stock Exchange.
The symbol is CHD.
10-K Report
Stockholders may obtain a copy of the Company's Form 10-K Annual Report to the
Securities and Exchange Commission, for the year ended December 31, 1999, by
writing to the Vice President Finance at Corporate Headquarters.
Quarterly Reports
Church & Dwight Co., Inc. mails quarterly reports to stockholders of record and
to other persons who request copies. If your shares are not registered in your
name but are held at a broker, bank or other intermediary, you can receive
quarterly reports if you send a written request and provide your name and
address to:
Church & Dwight Co., Inc.
c/o ChaseMellon
Shareholder Services, LLC
P.O. Box 3316
South Hackensack, NJ 07606
Stockholder Inquiries
Communications concerning stockholder records, stock transfer, changes of
ownership, account consolidations, dividends and change of address should be
directed to:
Church & Dwight Co., Inc.
c/o ChaseMellon
Shareholder Services, LLC
P.O. Box 3315
South Hackensack, NJ 07606
1-800-851-9677
Dividend Reinvestment Plan
Church & Dwight Co., Inc. offers an automatic Dividend Reinvestment Plan for our
Common Stockholders.
For details, contact:
Church & Dwight Co., Inc.
Dividend Reinvestment Plan
c/o ChaseMellon
Shareholder Services, LLC
P.O. Box 3338
South Hackensack, NJ 07606
1-800-851-9677
The Annual Meeting of Stockholders will be held at:
11:00 a.m. Thursday,
May 11, 2000
New York Historical Society
2 West 77th Street
New York City.
Cautionary Note on Forward-Looking Statements
This Annual Report contains forward-looking statements relating, among others,
to financial objectives, sales growth and margin 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.
(R)Church & Dwight Co., Inc. 2000
[RECYCLED LOGO] Recycled Paper Design: De Plano Group, New York
Product Photography: Bob Kato
<PAGE> 38
[LOGO](R)
CHURCH & DWIGHT CO., INC.
469 North harrison Street
Princeton, NJ 08543-5297
On the Internet
www.churchdwight.com
[GRAPHIC OMITTED]
<PAGE> 1
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) DeWitt International Corporation
Incorporated in the State of Delaware
4) Brotherton Speciality Products Ltd.
Incorporated in the United Kingdom
5) Industrias Bicarbon De Venezuela, S.A. - Ceased operation December 1998
6) 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, 1999.
<PAGE> 1
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 January 26, 2000 (which expresses an unqualified opinion and which report
on the financial statements includes an explanatory paragraph relating to the
Company in 1998 changing its method of accounting for internal-use software
development costs as described in Note 1) included or incorporated by reference
in the Annual Report on Form 10-K of Church & Dwight Co., Inc. for the year
ended December 31, 1999.
DELOITTE & TOUCHE LLP
Parsippany, New Jersey
March 28, 2000
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