10-K/A 1 d10ka.htm AMENDMENT NO. 1 TO FORM 10-K Amendment No. 1 to Form 10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

FORM 10-K/A

 


 

Amendment No. 1

 

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended December 31, 2004   Commission File Number    1-10585

 


 

CHURCH & DWIGHT CO., INC.

(Exact name of registrant as specified in its charter)

 


 

Delaware   13-4996950

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

 

469 North Harrison Street, Princeton, New Jersey   08543-5297
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (609) 683-5900

 


 

Securities registered pursuant to Section 12(b) of the Act:

 

 

Title of each class


 

Name of each exchange on which registered


Common Stock, $1 par value   New York Stock Exchange
Preferred Stock Purchase Rights   New York Stock Exchange

 

Securities registered pursuant to Section 12(g) of the Act: None

 


 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months and (2) has been subject to such filing requirements for the past 90 days.  Yes  x    No  ¨

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  ¨

 

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).  Yes  x    No  ¨

 

The aggregate market value of the voting and non-voting common equity held by non-affiliates as of July 2, 2004 (the last business day of the registrant’s most recently completed second fiscal quarter) was approximately $1,659 million. For purposes of making this calculation only, the registrant included all directors, executive officers and beneficial owners of more than ten percent of the Common Stock of the Company as affiliates. The aggregate market value is based on the closing price of such stock on the New York Stock Exchange on July 2, 2004.

 

As of March 8, 2005, 63,378,667 shares of Common Stock were outstanding.

 

Documents Incorporated by Reference

 

Certain provisions of the registrant’s definitive proxy statement to be filed not later than April 30, 2005 are incorporated by reference in Items 10 through 14 of Item III of this Annual Report on Form 10-K.

 



EXPLANATORY NOTE

 

Church & Dwight Co., Inc. is filing this amendment on Form 10-K/A to its Form 10-K for the year ended December 31, 2004 solely to correct three typographical errors contained in note 19 (Unaudited Quarterly Financial Information) to Church & Dwight’s consolidated financial statements, which are included in Item 8 of the Form 10-K. The corrections relate to the amounts of basic net income per share in the second quarter of 2004 and diluted net income per share in the first and second quarters of 2004. The Form 10K/A does not otherwise amend the Form 10-K.

 


ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 

CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES

 

CONSOLIDATED STATEMENTS OF INCOME

 

     Year ended December 31,

 

(Dollars in thousands, except per share data)

 

   2004

    2003

    2002

 

Net Sales

   $ 1,462,062     $ 1,056,874     $ 1,047,149  

Cost of sales

     928,674       738,883       735,928  
    


 


 


Gross Profit

     533,388       317,991       311,221  

Marketing expenses

     161,183       88,807       86,195  

Selling, general and administrative expenses

     200,452       117,333       120,512  
    


 


 


Income from Operations

     171,753       111,851       104,514  

Equity in earnings of affiliates

     15,115       28,632       21,520  

Investment earnings

     3,225       1,322       1,793  

Other income (expense) - net

     1,628       (313 )     (2,618 )

Loss on early extinguishment of debt

     (22,871 )     (4,127 )     —    

Interest expense

     (41,407 )     (20,400 )     (23,974 )
    


 


 


Income before minority interest and taxes

     127,443       116,965       101,235  

Minority interest

     4       30       143  
    


 


 


Income before taxes

     127,439       116,935       101,092  

Income taxes

     38,631       35,974       34,402  
    


 


 


Net Income

   $ 88,808     $ 80,961     $ 66,690  
    


 


 


Weighted average shares outstanding (in thousands)— Basic

     61,868       60,341       59,445  

Weighted average shares outstanding (in thousands)— Diluted

     68,066       64,508       62,714  
    


 


 


Net Income Per Share—Basic

   $ 1.44     $ 1.34     $ 1.12  

Net Income Per Share—Diluted

   $ 1.36     $ 1.28     $ 1.07  
    


 


 


 

See Notes to Consolidated Financial Statements.

 

35


CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES

 

CONSOLIDATED BALANCE SHEETS

 

     December 31,

 

(Dollars in thousands, except share data)

 

   2004

    2003

 

Assets

                

Current Assets

                

Cash and cash equivalents

   $ 145,540     $ 75,634  

Accounts receivable, less allowances of $1,171 and $1,969

     166,203       107,553  

Inventories

     148,898       84,176  

Deferred income taxes

     7,600       14,109  

Current portion of long-term note receivable

     1,015       942  

Prepaid expenses

     11,240       6,808  

Assets held for sale

     13,300       —    
    


 


Total Current Assets

     493,796       289,222  
    


 


Property, Plant and Equipment (Net)

     332,204       258,010  

Note Receivable

     7,751       8,766  

Equity Investment in Affiliates

     13,255       152,575  

Long-term Supply Contracts

     4,881       5,668  

Tradenames and Other Intangibles

     474,285       119,374  

Goodwill

     511,643       259,444  

Other Assets

     40,183       26,558  
    


 


Total Assets

   $ 1,877,998     $ 1,119,617  
    


 


Liabilities and Stockholders’ Equity

                

Current Liabilities

                

Short-term borrowings

   $ 98,239     $ 62,337  

Accounts payable and accrued expenses

     242,024       148,958  

Current portion of long-term debt

     5,797       3,560  

Income taxes payable

     11,479       17,199  
    


 


Total Current Liabilities

     357,539       232,054  
    


 


Long-term Debt

     754,706       331,149  

Deferred Income Taxes

     108,216       61,000  

Deferred and Other Long-term Liabilities

     39,384       33,164  

Pension, Nonpension Postretirement and Postemployment Benefits

     57,836       23,459  

Minority Interest

     287       297  

Commitments and Contingencies

                

Stockholders’ Equity

                

Preferred Stock-$1.00 par value
Authorized 2,500,000 shares, none issued

     —         —    

Common Stock-$1.00 par value
Authorized 100,000,000 shares, issued 69,991,482 shares

     69,991       69,991  

Additional paid-in capital

     47,444       27,882  

Retained earnings

     510,480       435,677  

Accumulated other comprehensive (loss)

     (3,110 )     (13,962 )
    


 


       624,805       519,588  

Common stock in treasury, at cost: 6,803,296 shares in 2004 and 8,812,445 shares in 2003

     (64,775 )     (81,094 )
    


 


Total Stockholders’ Equity

     560,030       438,494  
    


 


Total Liabilities and Stockholders’ Equity

   $ 1,877,998     $ 1,119,617  
    


 


 

See Notes to Consolidated Financial Statements.

 

36


CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES

 

CONSOLIDATED STATEMENTS OF CASH FLOW

 

     Year ended December 31,

 

(Dollars in thousands)

 

   2004

    2003

    2002

 

Cash Flow From Operating Activities

                        

Net Income

   $ 88,808     $ 80,961     $ 66,690  

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

                        

Depreciation, depletion and amortization

     39,093       30,224       27,890  

Net loss on disposal and write-down of assets

     4,805       2,721       6,193  

Equity in earnings of affiliates

     (15,115 )     (28,632 )     (21,520 )

Deferred income taxes

     12,863       12,490       17,817  

Net non-cash charges related to loss on early extinguishment of debt

     3,592       4,127       —    

Other

     (1,839 )     330       2,072  

Change in assets and liabilities: (net of effects of acquisitions and divestitures)

                        

Decrease (increase) in accounts receivable

     42,730       (6,290 )     5,876  

Decrease (increase) in inventories

     4,876       16,508       16,771  

(Increase) decrease in prepaid expenses

     (1,286 )     509       (394 )

Increase (decrease) in accounts payable

     5,254       (12,262 )     (22,963 )

Increase in income taxes payable

     7,214       7,394       10,199  

Increase in other liabilities

     3,893       9,790       5,138  
    


 


 


Net Cash Provided by Operating Activities

     194,888       117,870       113,769  

Cash Flow From Investing Activities

                        

Additions to property, plant and equipment

     (34,977 )     (32,211 )     (38,739 )

Contingent acquisition payments

     (5,666 )     (3,597 )     —    

Distributions from affiliates

     5,626       4,570       4,670  

Investment in affiliates, net of cash acquired

     —         —         (2,731 )

Proceeds from notes receivable

     942       870       5,803  

Proceeds from sale of fixed assets

     1,350       —         1,460  

Purchase of new businesses (net of cash acquired of $64,506 in 2004, $0 in 2003 and $365 in 2002)

     (194,201 )     (110,674 )     (7,756 )

Other

     1,261       (174 )     (1,077 )
    


 


 


Net Cash Used in Investing Activities

     (225,665 )     (141,216 )     (38,370 )

Cash Flow From Financing Activities

                        

Proceeds from short-term borrowing

     35,475       56,807       2,457  

Proceeds from long-term borrowing

     790,000       350,000       —    

Repayments of long-term borrowings

     (725,109 )     (379,524 )     (52,751 )

Proceeds from stock options exercised

     18,633       12,640       10,868  

Payment of cash dividends

     (14,005 )     (12,495 )     (11,888 )

Deferred financing costs

     (8,613 )     (5,569 )     (476 )
    


 


 


Net Cash Provided by (Used in) Financing Activities

     96,381       21,859       (51,790 )

Effect of exchange rate changes on cash and cash equivalents

     4,302       819       247  
    


 


 


Net Change in Cash and Cash Equivalents

     69,906       (668 )     23,856  

Cash and Cash Equivalents at Beginning of Year

     75,634       76,302       52,446  
    


 


 


Cash and Cash Equivalents at End of Year

   $ 145,540     $ 75,634     $ 76,302  
    


 


 


Cash paid during the year for:

                        

Interest (net of amounts capitalized)

   $ 38,801     $ 15,806     $ 23,362  
    


 


 


Income taxes

   $ 25,131     $ 15,515     $ 4,421  
    


 


 


Acquisitions in which liabilities were assumed are as follows:

                        

Fair value of assets

   $ 554,990     $ 111,610     $ 14,889  

Purchase price

     (262,230 )     (110,674 )     (8,121 )
    


 


 


Liabilities assumed

   $ 292,760     $ 936     $ 6,768  
    


 


 


 

See Notes to Consolidated Financial Statements.

 

37


CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES

 

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

 

Years ended December 31, 2004, 2003 and 2002

 

     Number of Shares

    Amounts

 

(in thousands)

 

   Common
Stock


   Treasury
Stock


    Common
Stock


   Treasury
Stock


    Additional
Paid-In
Capital


   Retained
Earnings


    Accumulated
Other
Comprehensive
Income (Loss)


    Comprehensive
Income


 

January 1, 2002

   69,991    (11,277 )   $ 69,991    $ (95,453 )   $ 5,084    $ 312,409     $ (9,728 )        

Net Income

   —      —         —        —         —        66,690       —       $ 66,690  

Translation adjustments

   —      —         —        —         —        —         (3,732 )     (3,732 )

Minimum pension liability, net of taxes of $1,497

   —      —         —        —         —        —         (2,417 )     (2,417 )

Interest rate swap agreements, net of taxes of $645

   —      —         —        —         —        —         (1,042 )     (1,042 )
                                                     


Comprehensive Income

                                                    $ 59,499  
                                                     


Compensation expense relating to stock options

   —      —         —        —         804      —         —            

Cash dividends

   —      —         —        —         —        (11,888 )     —            

Stock option plan transactions including related income tax benefit of $5,923

   —      1,125       —        6,556       10,235      —         —            

Other stock issuances

   —      6       —        40       97      —         —            
    
  

 

  


 

  


 


       

December 31, 2002

   69,991    (10,146 )     69,991      (88,857 )     16,220      367,211       (16,919 )        

Net Income

   —      —         —        —         —        80,961       —       $ 80,961  

Translation adjustments

   —      —         —        —         —        —         4,498       4,498  

Minimum pension liability, net of taxes of $969

   —      —         —        —         —        —         (1,513 )     (1,513 )

Company portion of Armkel accumulated other comprehensive (loss) net of taxes of $1,152

   —      —         —        —         —        —         (2,294 )     (2,294 )

Interest rate swap agreements, net of taxes of $1,380

   —      —         —        —         —        —         2,266       2,266  
                                                     


Comprehensive Income

                                                    $ 83,918  
                                                     


Cash dividends

   —      —         —        —         —        (12,495 )     —            

Stock option plan transactions including related income tax benefit of $6,522

   —      1,323       —        7,704       11,458      —         —            

Other stock issuances

   —      11       —        59       204      —         —            
    
  

 

  


 

  


 


       

December 31, 2003

   69,991    (8,812 )     69,991      (81,094 )     27,882      435,677       (13,962 )        

Net Income

   —      —         —        —         —        88,808       —       $ 88,808  

Translation adjustments

   —      —         —        —         —        —         7,523       7,523  

Minimum pension liability, net of tax benefits of $274

   —      —         —        —         —        —         (289 )     (289 )

Company portion of Armkel accumulated other comprehensive (loss), net of taxes of $879

   —      —         —        —         —        —         3,475       3,475  

Interest rate swap Agreements, net of taxes of $55

   —      —         —        —         —        —         143       143  
                                                     


Comprehensive Income

                                                    $ 99,660  
                                                     


Cash dividends

   —      —         —        —         —        (14,005 )     —            

Stock option plan transactions including related income tax benefit of $15,516

   —      1,999       —        16,225       17,924      —         —            

Other stock issuances

   —      10       —        94       1,638      —         —            
    
  

 

  


 

  


 


       

December 31, 2004

   69,991    (6,803 )   $ 69,991    $ (64,775 )   $ 47,444    $ 510,480     $ (3,110 )        
    
  

 

  


 

  


 


       

 

See Notes to Consolidated Financial Statements.

 

 

38


CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

1. Accounting Policies

 

Business

 

The Company develops, manufactures and markets a broad range of consumer and specialty products. It sells its products, primarily under the ARM & HAMMER and TROJAN brand names, to consumers through supermarkets, drug stores and mass merchandisers; and to industrial customers and distributors.

 

Basis of Presentation

 

The accompanying Consolidated Financial Statements are presented in accordance with accounting principles generally accepted in the United States of America. The accompanying Consolidated Financial Statements include the accounts of the Company and its majority-owned subsidiaries. The Company accounts for equity investments on the cost method for those investments in which it does not control nor have the ability to exert significant influence over the investee, which is generally when the Company has less than a 20 percent ownership interest. In circumstances where the Company has greater than a 20 percent ownership interest and has the ability to exercise significant influence but does not control the investee, the investment is accounted for under the equity method. As a result, the Company accounts for its less than 20% interest in USA Metro, Inc. on the cost basis and accounts for its 50% interest in its Armand Products Company joint venture (“Armand”) and the ArmaKleen Company joint venture (“ArmaKleen”) under the equity method of accounting. Both Armand and ArmaKleen companies are specialty chemical companies and the Company’s portion of their equity earnings is included in the corporate segment in Note 17. Neither company is considered a significant subsidiary; therefore, summarized financial statement data is not presented. On May 28, 2004, the Company purchased the remaining 50% ownership interest of Armkel, LLC (“Armkel”) that it did not own from affiliates of Kelso & Company (“the Armkel acquisition”) for a purchase price of $262 million and Armkel was merged into the Company. Results of operations for the business are included in the Company’s consolidated financial statements from May 29, 2004. Prior to May 28, 2004, the Company accounted for its investment in Armkel under the equity method. All material intercompany transactions and profits have been eliminated in consolidation.

 

Fiscal Calendar

 

The Company’s fiscal year begins on January 1 of the year stated and ends on December 31. Quarterly periods are based on a 4-4-5 methodology (4 weeks-4 weeks-5 weeks). As a result, the first quarter can include a partial or expanded week in the first four week period of the quarter. Similarly, the last five week period in the fourth quarter could include a partial or expanded week.

 

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 gains and losses at the date of the financial statements and reported amounts of revenue and expenses during the reporting period. Management makes estimates regarding inventory valuation, promotional and sales returns reserves, the carrying amount of goodwill and other intangible assets, the realization of deferred tax assets, tax reserves, liabilities related to pensions and other postretirement benefit obligations and other matters that affect the reported amounts and other disclosures in the financial statements. Estimates by their nature are based on judgment and available information. Therefore, actual results could differ materially from those estimates, and it is possible that changes in such estimates could occur in the near term.

 

Revenue Recognition

 

Revenue is recognized when finished goods are delivered to our customers or when finished goods are picked up by a customer’s carrier.

 

Promotional and Sales Returns Reserves

 

The Company conducts extensive promotional activities, primarily through the use of off-list discounts, slotting, co-op advertising, periodic price reduction arrangements, and end-aisle and other in-store display. All such costs are netted against sales. Slotting costs are recorded when the related sale is recognized. Co-op advertising costs are recorded when the customer places the advertisement for the Company’s products. Discounts relating to price reduction arrangements are recorded when the related sale takes place. Costs associated with end-aisle or other in-store displays are recorded when product is sold relating to the promotion. The reserves for sales returns and consumer and trade promotion liabilities are established based on the Company’s best estimate of the amounts necessary to settle future and existing obligations for such items on products sold as of the balance sheet date. The Company uses historical trend experience and coupon redemption provider input in arriving at coupon reserve requirements, and forecasted appropriations, customer and sales organization inputs, and historical trend analysis in arriving at the reserves required for other promotional activities and sales returns. While the Company believes that promotional and sales returns reserves are adequate and that the judgment applied is appropriate, amounts estimated to be due and payable could differ materially from actual costs incurred in the future.

 

39


Cost of Sales, Marketing and Selling, General and Administrative Expenses

 

Cost of sales includes costs related to the manufacture of the Company’s products (including raw material costs, inbound freight costs, direct labor, and indirect plant costs such as plant supervision, receiving, inspection, maintenance labor and materials, depreciation, taxes and insurance), purchasing, production planning, operations management, logistics, freight to customers, warehousing costs and internal transfer freight costs.

 

Marketing expenses include costs for advertising (excluding the costs of co-op advertising programs, which are reflected in net sales), costs for coupon insertion (mainly the cost of printing and distribution), consumer promotion costs (such as on-shelf advertisements and floor ads), public relations, package design expense and market research costs.

 

Selling, general and administrative expenses include costs related to functions such as sales, corporate management, marketing administration and legal, among others. Such costs include compensation related costs (such as benefits, profit sharing, deferred compensation and employer contributions to the 401K savings plan); travel and entertainment related expenses; trade show expenses; insurance; professional and other consulting fees; costs related to temporary staff; staff relocation costs; and non-capitalizable software related costs.

 

Impairment of Long-lived Assets

 

Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. In such situations, long-lived assets are considered impaired when estimated future cash flows (undiscounted and without interest charges) resulting from the use of the asset and its eventual disposition are less than the asset’s carrying amount. While the Company believes that its estimates of future cash flows are reasonable, different assumptions regarding such cash flows could materially affect its estimates. When an impairment is indicated, the estimated future cash flows are then discounted to determine the estimated fair value of the asset and an impairment charge is recorded for the difference between the carrying value and the net present value of estimated future cash flows.

 

Foreign Currency Translation

 

Financial statements of foreign subsidiaries are translated into U.S. dollars in accordance with Statement of Financial Accounting Standards (SFAS) No. 52. Unrealized gains and losses are recorded in Accumulated Other Comprehensive Loss. Gains and losses on foreign currency transactions were recorded in the accompanying Consolidated Statements of Income.

 

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. Approximately 31% and 45% of the inventory at December 31, 2004 and 2003, respectively, were determined utilizing the last-in, first-out (LIFO) method. The cost of substantially all inventory in the Company’s Specialty Products segment as well as inventory sold under the ARM & HAMMER and BRILLO trademarks in the Consumer Domestic segment is determined utilizing the LIFO method. The cost of the remaining inventory is determined using the first-in, first-out (FIFO) method. When appropriate, the Company writes down the carrying value of its inventory to the lower of cost or market (net realizable value), including any costs to sell or dispose the adjusted inventory. The Company identifies any slow moving, obsolete or excess inventory to determine whether a valuation allowance is indicated. The determination of whether inventory items are slow moving, obsolete or in excess of needs requires estimates and assumptions about the future demand for the Company’s products, technological changes, and new product introductions. The estimates as to the future demand used in the valuation of inventory are dependent on the ongoing success of the Company’s products. In addition, the Company’s allowance for obsolescence may be impacted by the rationalization of the number of stock keeping units. To minimize this risk, the Company evaluates its inventory levels and expected usage on a periodic basis and records adjustments as required. Adjustments to reduce the inventory’s net realizable value were $5.9 million at December 31, 2004, and $3.2 million at December 31, 2003.

 

Property, Plant and Equipment

 

Property, plant and equipment and additions thereto are stated at cost. Depreciation is recorded using the straight-line method over the estimated useful lives of the respective assets. Estimated useful lives for building and improvements, machinery and equipment, and office equipment range from 9-40, 3-20, and 3-10 years, respectively. Routine repairs and maintenance are expensed when incurred. Leasehold improvements are depreciated over the lease term, except when the lease renewal has been determined to be reasonably assured and failure to renew the lease imposes a penalty on the Company.

 

40


Property, plant and equipment are reviewed periodically for possible impairment in accordance with SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets”. The Company’s impairment review is based on an undiscounted cash flow analysis at the lowest level for which identifiable cash flows exist. The analysis requires management judgment with respect to changes in technology, the continued success of product lines, and future volume, revenue and expense growth rates. The Company conducts annual reviews for idle and underutilized equipment, and reviews business plans for possible impairment implications. Impairment occurs when the carrying value of the asset exceeds the future undiscounted cash flows. When an impairment is indicated, the estimated future cash flows are then discounted to determine the estimated fair value of the asset and an impairment charge is recorded for the difference between the carrying value and the net present value of estimated future cash flows.

 

Software

 

The Company accounts for software in accordance with Statement of Position (SOP) 98-1 “Accounting for the Costs of Computer Software Developed or Obtained for Internal Use.” SOP 98-1 requires companies to capitalize certain costs of developing computer software. Amortization is recorded using the straight-line method over the estimated useful lives of the software, which is estimated to be 5 years.

 

Long-Term Supply Contracts

 

Long-term supply contracts represent advance payments made by the Company under multi-year contracts with suppliers of raw materials and finished goods inventory. Such advance payments are applied over the lives of the contracts using the straight-line method.

 

Derivatives

 

All derivatives are recognized as assets or liabilities at fair value in the accompanying Consolidated Balance Sheets.

 

Derivatives designated as hedges are either (1) a hedge of the fair value of a recognized asset or liability (“fair value” hedge), or (2) a hedge of the variability of cash flows to be received or paid related to a recognized asset or liability (“cash flow” hedge).

 

    Changes in the fair value of derivatives that are designated and qualify as fair value hedges, along with the gain or loss on the hedged asset or liability that is attributable to the hedged risk, are recorded in current period earnings.

 

    Changes in the fair value of derivatives that are designated and qualify as cash flow hedges are recorded in Accumulated Other Comprehensive Loss until earnings are affected by the variability of cash flows of the hedged asset or liability. Any ineffectiveness related to these hedges is recorded directly in earnings. The amount of the ineffectiveness was not material.

 

    Changes in the fair value of derivatives not designated or qualifying as an accounting hedge are recorded directly to earnings.

 

Goodwill and Other Intangible Assets

 

The Company accounts for Goodwill and Other Intangible Assets in accordance with SFAS No. 142. Under SFAS No. 142, goodwill and intangible assets with indefinite useful lives are not amortized but are reviewed for impairment at least annually. Intangible assets with finite lives are amortized over their estimated useful lives using the straight-line method.

 

Research and Development

 

Research & development costs in the amount of $33.0 million in 2004, $26.9 million in 2003 and $26.9 million in 2002 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 to the Company’s earnings from common stock issuable pursuant to the exercise of stock options outstanding and effective after December 15, 2004, and the dilutive effect of contingently convertible debt instruments (see below).

 

In August 2003, the Company issued $100 million of 5.25% convertible senior debentures that may be converted into shares of the Company’s common stock prior to maturity, currently at a conversion price of approximately $31.00 per share, subject to adjustment in certain circumstances. The Emerging Issues Task Force (EITF) concluded in EITF Issue 04-8, “The Effect of Contingently Convertible Debt on Diluted Earnings per Share,” that contingently convertible debt (“Co-Cos”) be treated for diluted EPS purposes as if converted from debt to equity, beginning with the date the contingently convertible debt instrument is initially issued, even if the triggering events (such as stock price) have not yet occurred. The Company has implemented this consensus in its 2004 financial statements, which had the effect of lowering 2004 diluted earnings per share by $0.01 and did not have an effect on 2003 and 2002 earnings per share.

 

 

41


The following table reflects the components of common shares outstanding for each of the three years ended December 31, 2004 in accordance with SFAS No. 128:

 

(In thousands)

 

   2004

   2003

   2002

Weighted average common shares outstanding - basic

   61,868    60,341    59,445

Dilutive effect of stock options

   2,972    2,958    3,269

Dilutive effect of convertible debt

   3,226    1,209    —  
    
  
  

Equivalent average common shares outstanding - diluted

   68,066    64,508    62,714
    
  
  

Antidilutive stock options outstanding

   895    848    911
    
  
  

 

On August 6, 2004, the Company announced a 3 for 2 stock split. The shares from the stock split were distributed on September 1, 2004 to shareholders of record at the close of business on August 16, 2004. All share and per share information in this report reflects the impact of the stock split.

 

Employee Stock Based Compensation

 

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.” In connection with the Armkel acquisition, the Company paid cash and issued options to purchase 97,500 shares of Company common stock at an exercise price of $22.88 per share to certain executives under Armkel’s Equity Appreciation Rights Plan (“EAR Plan”). The unvested portion of the EAR Plan options is being amortized over a two year vesting period and is recognized as expense as vesting occurs. In 2004, the amount recognized as expense for the stock options granted under the EAR Plan was approximately $0.4 million. The Company recognized compensation expense (net of tax) of approximately $0 in 2003 and $0.5 million in 2002, respectively, in accordance with APB 25. 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 $4.3 million, $3.9 million and $4.5 million for 2004, 2003 and 2002, respectively, and the Company’s pro forma net income and pro forma net income per share for 2004, 2003 and 2002 would have been as follows:

 

(In thousands, except for per share data)

 

   2004

   2003

   2002

Net Income

                    

As reported

   $ 88,808    $ 80,961    $ 66,690

Pro forma

     84,536      77,058      62,707

Net Income per Share: basic

                    

As reported

   $ 1.44    $ 1.34    $ 1.12

Pro forma

     1.37      1.28      1.05

Net Income per Share: diluted

                    

As reported

   $ 1.36    $ 1.28    $ 1.07

Pro forma

     1.30      1.22      1.01

 

Comprehensive Income

 

Comprehensive income consists of net income, foreign currency translation adjustments, changes in the fair value of certain derivative financial instruments designated and qualifying as cash flow hedges, and minimum pension liability adjustments, and is presented in the Consolidated Statements of Changes in Stockholders’ Equity and in note 14.

 

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. Management provides valuation allowances against the deferred tax asset for amounts which are not considered “more likely than not” to be realized. The Company records liabilities in income taxes payable for potential assessments in various tax jurisdictions. The liabilities relate to tax return positions, although supportable by the Company, may be challenged by the tax authorities. The Company adjusts these liabilities as a result of changes in tax legislation, interpretations of laws by Courts, rulings by tax authorities, changes in estimates and the closing of the statute of limitations. The Company’s tax rate includes the impact of the liabilities and any changes to the liabilities. Settlement of any issue with the tax authorities would require the use of cash. Favorable resolution of an issue would be recognized as a reduction to our annual tax rate. The Internal Revenue Service is currently examining the Company’s 2002 US Federal Corporation Income Tax Return.

 

Recent Accounting Pronouncements

 

In January 2004, the FASB issued FASB Staff Position (FSP) No. 106-1, “Accounting and Disclosure Requirements to the Medicare Prescription Drug, Improvement and Modernization Act of 2003” (the Act). The Act introduces a prescription drug benefit under Medicare (Medicare Part D) as well as a federal subsidy to sponsors of retiree health care benefit plans that provide a benefit that is at least actuarially equivalent to Medicare Part D. The FSP permits a sponsor of a postretirement health care plan that provides a prescription drug benefit to

 

42


make a one-time election to defer accounting for the effects of the Act. The Company’s consolidated financial statements and notes reflect the effects of the Act on the postretirement health care plan. The effect of adopting the provisions of this FSP did not have a material effect to the Company’s consolidated financial statements.

 

In August 2003, the Company issued $100 million of 5.25% convertible senior debentures that may be converted into shares of the Company’s common stock prior to maturity, currently at a conversion price of approximately $31.00 per share, subject to adjustment in certain circumstances. Because of the inclusion of the contingent convertibility feature of the debentures, the Company’s diluted net income per common share does not currently give effect to the dilution from the conversion of the debentures until the Company’s share price exceeds 120% of the conversion price or until the occurrence of certain specified events. However, the Emerging Issues Task Force (EITF) concluded in EITF Issue 04-8, “The Effect of Contingently Convertible Debt on Diluted Earnings per Share,” that contingently convertible debt (“Co-Cos”) be treated for diluted EPS purposes as if converted from debt to equity, beginning with the date the contingently convertible debt instrument is initially issued, even if the triggering events (such as stock price) have not yet occurred. The effective date would be reporting periods ending on or after December 15, 2004 and prior period EPS amounts presented for comparative purposes would have to be restated. The Company has implemented this consensus in its 2004 financial statements, which had the effect of lowering 2004 diluted earnings per share by $0.01 and did not have an effect on 2003 and 2002 earnings per share.

 

In November 2004, the FASB issued SFAS No. 151 “Inventory Costs, an amendment for ARB. 43, Chapter 4”. This Statement requires that certain abnormal costs that were included in inventory pricing such as abnormal costs for idle facility expense, excessive spoilage, double freight, and rehandling costs be treated as current period charges. In addition, this Statement requires that allocation of fixed production overheads to the costs of conversion be based on the normal capacity of the production facilities. The provisions of this Statement shall be effective for inventory costs incurred during the fiscal years beginning after June 15, 2005. The adoption of the provisions of SFAS 151 will not have a material impact on the Company’s consolidated financial statements.

 

In December 2004, the FASB issued SFAS No. 123 (revised 2004), “Share-Based Payment”. SFAS No. 123R supersedes APB Opinion No. 25, which requires recognition of an expense when goods or services are provided. SFAS No. 123R requires the determination of the fair value of the share-based compensation at the grant date and the recognition of the related expense over the period in which the share-based compensation vests. SFAS No. 123R permits a prospective or two modified versions of retrospective application under which financial statements for prior periods are adjusted on a basis consistent with the pro forma disclosures required for those periods by the original SFAS No. 123. The Company is required to adopt the provisions of SFAS No. 123 R effectively July 1, 2005, at which time the Company will begin recognizing an expense for unvested share-based compensation that has been issued or will be issued after that date. Under the retroactive options, prior periods may be restated either as of the beginning of the year of adoption, January 1, 2005 for the Company, or for all periods presented. The Company has not yet finalized its decision concerning the transition option and measurement methodology it will utilize to adopt SFAS No. 123R, but estimates that the impact will not be materially different than the amounts shown in its pro forma disclosure.

 

The American Jobs Creation Act of 2004 (the AJCA) was enacted on October 22, 2004. The AJCA repeals an export incentive, creates a new deduction for qualified domestic manufacturing activities and includes a special one-time deduction of 85% of certain foreign earnings repatriated to the U.S.

 

The FASB issued FSP FAS 109-1, “Application of FASB Statement No. 109, Accounting for Income Taxes, to the Tax Deduction on Qualified Production Activities Provided by the American Jobs Creation Act of 2004” (FSP FAS 109-1) on December 21, 2004. In accordance with FSP FAS 109-1, the Company will treat the deduction for qualified domestic manufacturing activities, which is effective for the Company beginning January 1, 2005, as a reduction of the income tax provision in future years as realized.

 

In December 2004, the FASB issued FSP FAS 109-2, “Accounting and Disclosure Guidance for the Foreign Earnings Repatriation Provision within the American Jobs Creation Act of 2004,” allowing companies additional time to evaluate the effect of the AJCA on plans for reinvestment or repatriation of foreign earnings. The Company is in the process of evaluating the effects of the repatriation provision.

 

Reclassification

 

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

 

43


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, 2004 and 2003. 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.

 

     2004

   2003

(In thousands)

 

   Carrying
Amount


  

Fair

Value


   Carrying
Amount


  

Fair

Value


Financial Assets:

                           

Current portion of note receivable

   $ 1,015    $ 1,015    $ 942    $ 942

Long-term note receivable

     7,751      7,364      8,766      8,788

Financial Liabilities:

                           

Short-term borrowings

     98,239      98,239      62,337      62,337

Current portion of long-term debt

     5,797      5,797      3,560      3,560

Senior Subordinated Note debt @ 6.0%

     250,000      252,500      —        —  

Senior Subordinated Note debt @ 9.5%

     6,613      6,941      —        —  

Long-term bank debt

     398,093      403,368      231,149      231,149

Convertible debt

     100,000      129,620      100,000      115,790

Interest rate swap contracts

     —        —        231      231

 

The following methods and assumptions were used to estimate the fair value of each class of financial instruments reflected in the Consolidated Balance Sheets:

 

Note Receivable

 

The carrying value of the note receivable represents the face value discounted by an interest factor management believes appropriate for the credit risk involved at the date of the note. The fair value of the note receivable reflects what management believes is the appropriate interest factor at December 31, 2004 and 2003, respectively, based on similar risks in the market.

 

Short-term Borrowings

 

The carrying amounts of unsecured lines of credit equal fair value because of short maturities and variable interest rates.

 

Long-term Bank Debt, Current Portion of Long-term Debt and Senior Subordinated Note Debt

 

The Company determines fair value based upon prevailing value of equivalent financing.

 

Convertible Debt

 

The Company determines fair value of its convertible debentures based upon the debentures’ quoted market value.

 

Interest Rate Swap Contracts

 

Carrying amounts of interest rate swap contracts are reflected on the Company’s balance sheet at their fair value. The fair values are estimated amounts the Company would receive or pay to terminate the agreements at the balance sheet date, taking into account current interest rates.

 

Interest Rate Risk

 

The Company has total debt outstanding at December 31, 2004 of $858.7 million, of which $356.6 million or 42% carries a fixed rate of interest. The remaining debt balance is comprised of $540 million in Term Loans under the Credit Agreement (which may be increased by $250 million upon the satisfaction of certain conditions) of which $400.3 million was outstanding as of December 31, 2004; and $100.0 million under the revolving facility under the Credit Agreement, $94.0 million of which was un-drawn at December 31, 2004. The Company entered into a receivables purchase agreement with the issuer of receivables-backed commercial paper in order to refinance a portion of its primary borrowing facility, and subsequently increased this facility as a result of the Armkel acquisition. The balance outstanding under this agreement was $93.7 million at December 31, 2004. The weighted average interest rate on all these borrowings at December 31, 2004, excluding deferred financing costs and commitment fees, was approximately 4.6%.

 

The Company’s domestic operations and its Brazilian subsidiary have other short and long-term debts that are floating rate obligations. If the floating rate were to change by 10% from the December 31, 2004 level, additional annual interest expense associated with the floating rate debt would be immaterial.

 

 

44


Foreign Currency

 

The Company is subject to exposure from fluctuations in foreign currency exchange rates, primarily U.S. Dollar/Euro, U.S. Dollar/ British Pound, U.S. Dollar/Canadian Dollar, U.S. Dollar/Mexican Peso, U.S. Dollar/Australian Dollar and U.S. Dollar/Brazilian Real.

 

As a result of the Armkel acquisition, the Company assumed intercompany loans with certain of its subsidiaries. The Company is exposed to foreign exchange accounting remeasurement gains and losses from these intercompany loans. The Company has entered into several foreign exchange contracts to hedge the net accounting remeasurement exposure on these loans. At December 31, 2004, the Company hedged 9.7 million Euro’s, which is approximately 65% of the Euro debt position, with an average rate of 1.36 U.S. dollars per Euro. The Company hedged 30.0 million Mexican Peso’s, which is approximately 49% of the Peso debt position, with a rate of 0.0893 U.S. dollars per peso. The Company had 4.9 million Australian Dollars, which is approximately 55% of the Australian Dollar debt position, with an average rate of 0.78 U.S. dollars per Australian dollars. The terms of these contracts are for periods of under twelve 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 or outflows will be adversely affected by changes in exchange rates. These contracts do not qualify for hedge accounting in accordance with SFAS No. 133 and are marked to market in Other Expenses in the Company’s Income Statement.

 

The Company, from time to time, enters into forward exchange contracts to hedge anticipated but not yet committed sales or purchases denominated in the Canadian dollar, the British pound and the Euro. There were no material contracts at December 31, 2004 to hedge these transactions and the Company had no outstanding contracts at December 31, 2003.

 

The Company is also subject to translation exposure of the Company’s foreign subsidiary’s financial statements. A hypothetical 10% change in the exchange rates for the U.S. Dollar to the currencies noted above at December 31, 2004 and 2003 would result in an annual currency translation gain or loss of approximately $1.0 million in 2004 and $0.5 million in 2003.

 

Equity Derivatives

 

The Company has entered into equity derivative contracts of its own stock in order to minimize the impact on earnings resulting from fluctuations in market price of shares in the Company’s deferred compensation plan. These contracts, which consist of cash settled call options in the amount of 277,500 shares, which was in excess of the amount of shares related to the plan and are marked to market through earnings. The over hedge position is a result of plan participant change in investment elections during the term of the current hedge contracts. Assuming no material change in the amount of outstanding shares in the Plan, the Company will not renew certain contracts. As a result of these contracts, the Company recognized income of approximately $2.1 million in 2004, $1.5 million in 2003, and $0.4 million in 2002, which reduced the charge for deferred compensation.

 

3. Inventories

 

Inventories are summarized as follows:

 

(In thousands)

 

   2004

   2003

Raw materials and supplies

   $ 40,996    $ 26,205

Work in process

     7,310      204

Finished goods

     100,592      57,767
    

  

     $ 148,898    $ 84,176
    

  

 

Inventories valued on the LIFO method totaled $46.7 million and $38.1 million at December 31, 2004 and 2003, respectively, and would have been approximately $3.1 million and $2.9 million higher, respectively, had they been valued using the first-in, first-out (FIFO) method.

 

4. Property, Plant and Equipment

 

Property, plant and equipment consist of the following:

 

(In thousands)

 

   2004

   2003

  

Estimated Lives

(years)


Land

   $ 13,594    $ 6,165    N/A

Buildings and improvements

     135,329      109,860    9-40

Machinery and equipment

     350,591      295,255    3-20

Office equipment and other assets

     37,255      27,753    3-10

Software

     16,733      12,459    5

Mineral rights

     999      571    Based on Volume

Construction in progress

     10,421      9,574    N/A
    

  

    
       564,922      461,637     

Less accumulated depreciation, depletion and amortization

     232,718      203,627     
    

  

    

Net property, plant and equipment

   $ 332,204    $ 258,010     
    

  

    

 

45


Depreciation, depletion and amortization of property, plant and equipment amounted to $29.9 million, $23.8 million and $22.2 million in 2004, 2003 and 2002, respectively. Interest charges in the amount of $0.4 million, $0.4 million and $0.6 million were capitalized in connection with construction projects in 2004, 2003 and 2002, respectively.

 

During the second quarter of 2004, the Company recorded a plant impairment charge of $1.5 million, which was recorded as cost of sales in the Consumer Domestic segment, as the value could not be supported by projected cash flows. During the fourth quarter of 2004, the Company wrote-off approximately $1.8 million of manufacturing equipment removed from service that was charged to cost of sales in the Consumer Domestic segment. Also during the fourth quarter of 2004, the Company made available for sale a small foreign manufacturing facility and wrote the carrying value down by $0.8 million to its estimated net realizable value based upon a sales agreement. This was charged to cost of sales in the Consumer International segment. The remaining value of the plant of approximately $2.3 million was reclassified from property, plant and equipment to assets held for sale.

 

During the fourth quarter of 2003, the Company wrote-down the value of manufacturing assets by approximately $1.2 million and wrote-off approximately $ 1.5 million of manufacturing equipment removed from service. The write-down was a result of declining sales volume and discounted cash flows were used to determine its value. Both amounts are included in Cost of Sales in the Company’s Consolidated Statement of Income. The charges and the remaining carrying value are included in the Consumer Domestic segment.

 

5. Unilever Oral Care Business Acquisition

 

On October 20, 2003, the Company purchased four oral care brands from Unilever in the United States and Canada. The purchase includes the MENTADENT brand of toothpaste and toothbrushes, PEPSODENT and AIM toothpaste, and exclusive licensing rights to CLOSE-UP toothpaste

 

The Company paid Unilever approximately $104 million in cash at closing and assumed certain liabilities, and will make additional performance-based payments of between $5 million and $12 million payable over eight years following the transaction which will be accounted for as additional purchase price. Through December 31, 2004, the Company has made contingent payments of $2.5 million. The acquisition was funded by obtaining new term loans through an Amendment to the Company’s Credit Agreement dated September 28, 2001 (which was subsequently refinanced in May 2004 as part of the Armkel acquisition) as well as available cash. Results of operations for the businesses are included in the Company’s consolidated financial statements from October 20, 2003. Separate pro forma comparative results of operations are not presented because they are not materially different from the Company’s reported results of operations; however, pro forma results for the period in 2003 that the Company did not own the business are included in the pro forma income statement (see note 7).

 

The following table summarizes the final purchase price allocation:

 

(in thousands)

 

      

Inventories

   $ 16,402  

Property, plant and equipment

     5,835  

Tradenames

     39,349  

Other long-term assets

     550  

Goodwill

     49,064  
    


Total assets acquired

     111,200  

Current liabilities

     (515 )
    


Net assets acquired

   $ 110,685  
    


 

6. Armkel, LLC

 

On May 28, 2004, the Company purchased the remaining 50% of Armkel that it did not previously own from affiliates of Kelso & Company for a purchase price of approximately $262 million.

 

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

 

46


The following table summarizes the historical investment and the preliminary purchase price allocation relating to purchasing Kelso’s 50% interest in Armkel.

 

(In thousands)

 

   Book Value
of Previously
Owned Interest


   Fair Value
of Assets
Acquired


  

Total as of

May 28, 2004


Current Assets

   $ 117,085    $ 127,596    $ 244,681

Property, plant and equipment

     37,499      40,541      78,040

Tradenames and patents

     125,000      229,133      354,133

Goodwill

     102,578      153,451      256,029

Other long-term assets

     10,612      4,269      14,881
    

  

  

Total Assets

     392,774      554,990      947,764

Current liabilities

     113,373      113,609      226,982

Long-term debt

     111,950      121,500      233,450

Other long-term liabilities

     15,946      57,651      73,597
    

  

  

Net Assets

   $ 151,505    $ 262,230    $ 413,735
    

  

  

 

The allocation of purchase price has not yet been finalized since an independent appraisal is still in process. However, management does not believe that the finalization of the purchase price allocation will have a material impact on the Consolidated Financial Statement.

 

The following table summarizes financial information for Armkel for the five months ending May 28, 2004 and the twelve months ended December 31, 2003 and 2002, during which the Company accounted for its 50% interest under the equity method.

 

(In thousands)

 

  

Five Months

Ended

May 28, 2004


   Twelve Months
Ended
December 31,2003


   Twelve Months
Ended
December 31, 2002


Income statement data:

                    

Net sales

   $ 192,767    $ 410,694    $ 383,782

Gross profit

     109,915      228,419      210,833

Net income

     21,554      50,239      31,214

Equity in affiliate’s income recorded by the Company

     10,777      25,130      18,107

 

For the five months ended May 28, 2004, the Company invoiced Armkel $10.2 million for administrative and management oversight services (which is included as a reduction of selling, general and administrative expenses), purchased $0.8 million of deodorant anti-perspirant inventory produced by Armkel in the first five months of 2004 and sold Armkel $0.7 million of ARM & HAMMER products to be sold in international markets.

 

During 2003 and 2002, the Company invoiced Armkel $24.4 million and $22.5 million respectively, for administrative and manufacturing services, and purchased $1.9 million and $7.1 million of deodorant anti-perspirant inventory produced by Armkel at its cost. The Company sold Armkel $2.9 million and $1.4 million of ARM & HAMMER products to be sold in international markets in 2003 and 2002, respectively. Armkel invoiced the Company $1.7 million for transition administrative services in 2002. The Company had an open receivable from Armkel of approximately $6.7 million December 31, 2003.

 

7. Unaudited Pro Forma Results

 

The following pro forma information gives effect to the Company’s purchase of Kelso’s interest in Armkel and the Unilever oral care business as if they occurred on January 1, 2003. Pro forma adjustments include inventory step-up charges, equity appreciation rights, additional interest expense and the related income tax impact, as well as elimination of intercompany sales.

 

Pro forma comparative net sales, net income and basic and diluted earnings per share for the twelve months ended December 31,2004 and December 31,2003 are as follows:

 

    

Twelve Months

Ended

December 31, 2004


  

Twelve Months

Ended

December 31, 2003


(Dollars in thousands, except per share data)

 

   Reported

   Pro forma

   Reported

   Pro forma

                             

Net Sales

   $ 1,462,062    $ 1,654,087    $ 1,056,874    $ 1,558,209

Net Income

     88,808      113,328      80,961      101,542

Earnings Per Share Basic

     1.44      1.84      1.34      1.68

Earnings Per Share Diluted

     1.36      1.74      1.28      1.61

 

47


8. Goodwill and Other Intangibles

 

The Company accounts for goodwill and other intangibles in accordance with SFAS No. 142, “Goodwill and Other Intangible Assets.”

 

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

 

 

     December 31, 2004

  

December 31, 2003


(In thousands)

 

   Gross
Carrying
Amount


   Accum.
Amort.


    Net

   Amort.
Period
(years)


   Gross
Carrying
Amount


   Accum.
Amort.


    Net

   Amort.
Period
(years)


Amortized intangible assets:

                                                     

Tradenames

   $ 77,433    $ (12,759 )   $ 64,674    10-20    $ 69,645    $ (7,839 )   $ 61,806    10-20

Formulas

     22,320      (3,023 )     19,297    10-20      6,281      (1,430 )     4,851    10-20

Non Compete Agreement

     1,143      (350 )     793    10      1,143      (233 )     910    10
    

  


 

       

  


 

    

Total

   $ 100,896    $ (16,132 )   $ 84,764         $ 77,069    $ (9,502 )   $ 67,567     
    

  


 

       

  


 

    

Unamortized intangible assets – Carrying value:

                                                     

Tradenames

   $ 389,521                        $ 51,807                    
    

                      

                   

Total

   $ 389,521                        $ 51,807                    
    

                      

                   

 

The increase in tradenames as compared to the values at December 31, 2003 is primarily due to the consolidation of Armkel and the final valuation adjustments associated with the Unilever brands acquired in 2003. Furthermore, in connection with the Armkel acquisition, the tradenames acquired reflect their estimated fair market value as of May 28, 2004, per an independent appraisal.

 

Intangible amortization expense amounted to $6.6 million for the twelve months of 2004 and $2.1 million for the same period of 2003. The Company’s current estimated intangible amortization will be approximately $7.2 million in each of the next five years.

 

In accordance with SFAS No. 142, the Company completed the annual impairment test of the valuation of unamortized tradenames, and based upon the results, there was no impairment. During 2002, the Company recorded a $2.3 million impairment charge related to one of its unamortized tradenames due to changes in market conditions and included the charge in selling, general and administrative expenses. This charge affected the Company’s Consumer Domestic segment. Fair value was determined using discounted cash flows. This tradename, which had a carrying value of approximately $4.8 million, was subsequently amortized as it has been determined to have a finite life.

 

The changes in the carrying amount of goodwill for the twelve months ended December 31, 2004 are as follows:

 

(In thousands)

 

   Consumer
Domestic


   

Consumer

International


   Specialty

    Total

 

Balance December 31, 2003

   $ 235,920     $ 931    $ 22,593     $ 259,444  

Tradename and fixed asset valuation adjustments

     (3,862 )     —        —         (3,862 )

Goodwill associated with the Armkel acquisition

     236,335       19,694      —         256,029  

Other

     —         37      (5 )     32  
    


 

  


 


Balance December 31, 2004

   $ 468,393     $ 20,662    $ 22,588     $ 511,643  
    


 

  


 


 

9. Accounts Payable and Accrued Expenses

 

Accounts payable and accrued expenses consist of the following:

 

(In thousands)

 

   2004

   2003

Trade accounts payable

   $ 110,473    $ 79,927

Accrued marketing and promotion costs

     71,689      41,038

Accrued wages and related costs

     30,361      10,630

Accrued profit-sharing

     12,513      7,097

Other taxes payable

     4,248      497

Other accrued current liabilities

     12,740      9,769
    

  

     $ 242,024    $ 148,958
    

  

 

48


10. Short-Term Borrowings and Long-Term Debt

 

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

 

(In thousands)

 

        Dec. 31, 2004

   Dec. 31, 2003

Syndicated Financing Loan

          $ —      $ 230,000

Term B Loan

            400,338       

Amount due 2005

   $ 5,113              

Amount due 2006

     4,012              

Amount due 2007

     4,012              

Amount due 2008

     4,012              

Amount due 2009

     4,012              

Amount due 2010 & subsequent

     379,177              

Convertible Debentures due on August 15, 2033

            100,000      100,000

Securitization of Accounts Receivable due on April 13, 2005

            93,700      56,300

Senior Subordinated Note (6%) due December 22, 2012

            250,000      —  

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

            6,400      —  

Premium on 6% Senior Subordinated Note

            213      —  

Various Debt due to Brazilian Banks
$4,470 in 2005, $620 in 2006, $228 in 2007

            5,318      7,356

Industrial Revenue Refunding Bond
Due in installments of $685 from 2005-2007 and $650 in 2008

            2,705      3,390

Other International Debt

            68      —  
           

  

Total debt

            858,742      397,046
           

  

Less: current maturities

            104,036      65,897
           

  

Net long-term debt

          $ 754,706    $ 331,149
           

  

 

As of December 31, 2004, the principal payments required to be made with respect to the Company’s consolidated total debt are as follows:

 

(In thousands)     

2005

   $ 104,036

2006

     5,317

2007

     4,925

2008

     4,662

2009

     10,625

2010 and subsequent

     729,177
    

     $ 858,742
    

 

The Company had outstanding total debt of $858.7 million and cash of $145.5 million (of which $56.5 million resides in foreign subsidiaries). Total debt less cash (“Net debt”) was $713.2 million at December 31, 2004. The Company had outstanding total debt of $397.0 million, and cash of $75.6 million, resulting in net debt of $321.4 million at December 31, 2003.

 

During the first quarter of 2003, the Company entered into a receivables purchase agreement with an issuer of receivables-backed commercial paper in order to refinance a portion, $60.0 million, of its primary credit facility. The transaction resulted in a reclassification of long-term debt to short-term debt in the Company’s consolidated balance sheet. Under this arrangement, the Company sold, and will sell from time to time, throughout the three-year term of the agreement, its trade accounts receivable to a wholly-owned, consolidated, special purpose finance subsidiary, Harrison Street Funding LLC, a Delaware limited liability company (“Harrison”). Harrison in turn sold, and will sell on an ongoing basis, to the commercial paper issuer an undivided interest in the pool of accounts receivable. The receivables assets and the short-term borrowings of Harrison are included in the consolidated financial statements of the Company. The transactions were entered into to reduce certain expenses associated with the credit facility in addition to lowering the Company’s financing costs by accessing the commercial paper market. During July 2004, as a result of the Armkel acquisition, the Company amended its accounts receivable securitization agreement to increase the capacity that can be borrowed from $60 million to $100 million. The balance outstanding under the agreement on December 31, 2004 was $93.7 million. The proceeds of the increased borrowing were used to make a voluntary Term A Loan payment on August 4, 2004.

 

In August of 2003, the Company issued $100 million principal amount of 5.25% convertible senior debentures due August 15, 2033 through a private placement to qualified institutional buyers. The debentures rank equal in right of payment with all of the Company’s existing and future unsecured senior indebtedness. The debentures are effectively subordinated in right of payment to all of the Company’s existing and future secured indebtedness to the extent of the value of the assets securing that indebtedness and to all of the existing and future indebtedness and other liabilities of the Company’s subsidiaries. The Company has the right to redeem all or part of the debentures on or after August 15, 2008. Interest is paid semi-annually on August 15th and February 15th of each year.

 

On each of August 15, 2010, August 15, 2013, August 15, 2018, August 15, 2023 and August 15, 2028, or in the event of a change in control, holders may require the Company to repurchase all or any portion of the debentures at a purchase price equal to 100.0% of the

 

49


principal amount of the debentures, plus accrued and unpaid interest to the date of repurchase. The Company must pay cash for any debentures repurchased on August 15, 2010. However, the Company may choose to pay cash, shares of its common stock, or a combination of cash or shares of its common stock for any debentures repurchased on August 15, 2013, August 15, 2018, August 15, 2023 or August 15, 2028 or following a change in control.

 

Holders may convert their debentures into shares of the Company’s common stock prior to maturity at a conversion rate of 32.26 shares of common stock per each $1,000 principal amount of debentures, which is equivalent to a conversion price of approximately $31.00 per share, subject to adjustment in certain circumstances. A holder may convert the debentures into the Company’s common stock under the following circumstances: during any conversion period prior to August 15, 2032, if the sale price of the Company’s common stock is more than 120% of the conversion price for at least 20 trading days in the 30 consecutive trading day period ending on the first day of that conversion period (the “20% conversion price premium”); the trading price of a debenture falls below a specified threshold; specified credit rating events with respect to the debentures occur; the Company calls the debentures for redemption; or specified corporate transactions occur.

 

In conjunction with the Armkel acquisition, the Company entered into an amended and restated credit agreement (the “Credit Agreement”) with several banks and other financial institutions, The Bank of Nova Scotia, Fleet National Bank and National City Bank, each as a documentation agent, Citicorp North America, Inc., as syndication agent, and J.P. Morgan Chase Bank, as administrative agent. The Credit Agreement provides for (i) a five year term loan in a principal amount of $100.0 million (the “Term A Loan”), (ii) a seven year term loan in the principal amount of $440.0 million, which term loan may be increased by up to an additional $250.0 million upon the satisfaction of certain conditions (the “Term B Loan,” and together with the Term A Loan, the “Term Loans”), and (iii) a five year multi-currency revolving credit and letter of credit facility in an aggregate principal amount of up to $100.0 million (the “Revolving Loans”), $94.0 million of which was undrawn at December 31, 2004. The Term Loans were used to finance the acquisition of the remaining 50% interest in Armkel not previously owned by the Company, pay amounts outstanding under Armkel’s principal credit facility of approximately $136.0 million and refinance the Company’s principal credit facility of approximately $194.0 million. The Revolving Loans are available for general corporate purposes. The obligations of the Company under the Credit Agreement are secured by substantially all of the assets of the Company and certain of its domestic subsidiaries. Those domestic subsidiaries have also guaranteed the loan obligations under the Credit Agreement. The Term Loans and the Revolving Loans bear interest under one of two rate options, selected by the Company, equal to (a) either (i) a eurocurrency rate (adjusted for any reserve requirements) (“Eurocurrency Rate”) or (ii) the greater of the prime rate, the secondary market rate for three-month certificates of deposit (adjusted for any reserve requirements) plus the applicable FDIC assessment rate plus 1.0%, or the federal funds effective rate plus 0.5% (“Alternate Base Rate”), plus (b) an applicable margin. The applicable margin is determined by the Company’s current leverage ratio. At the closing date of the Credit Agreement, the applicable margin was (a) 1.75% for the Eurocurrency Rate and (b) 0.75% for the Alternate Base Rate.

 

During the fourth quarter of 2004, the Company issued $250 million of 6.0% Senior Subordinated Notes due December 15, 2012 in a private placement. In conjunction with the placement, the Company effected a cash tender offer and consent solicitation for any and all of the outstanding Armkel 9 1/2% Senior Subordinated Notes due 2009 that it assumed as part of the Armkel acquisition. The price paid for each $1,000 principal amount of Notes tendered and accepted for payment (including a consent payment of $30 per $1,000 principal amount of Notes) was $1,086.80, plus accrued and unpaid interest to the payment date. Of the outstanding balance of $225 million, $218.6 million was purchased by the Company. As a result, the Company incurred a fourth quarter loss on early extinguishment of debt charge of $14.9 million (which included the write-off of existing deferred financing costs).

 

As noted above, on December 22, 2004, the Company issued $250 million of 6.0% senior subordinated notes due December 15, 2012 (“Notes”) with interest paid semi-annually. The Notes were issued at par and the Company received net proceeds of $225 million. That amount was used to redeem $218.6 million of the Armkel notes and the balance was used to make voluntary bank debt repayments. The notes will be guaranteed on an unsecured senior basis by substantially all of the Company’s existing and future domestic subsidiaries whose annual revenues (other than intercompany revenues) or total assets (other than intercompany receivables) are $100,000 or more. The notes will be redeemable at the Company’s option, in whole or in part, at any time on or after December 15, 2008, at pre determined redemption prices, together with accrued and unpaid interest, if any, to the date of redemption. The notes will be redeemable at the Company’s option, in whole or in part, at any time prior to December 15, 2008, at a price equal to 100% of the principal amount plus accrued and unpaid interest, if any, to the date of redemption plus a “make-whole” premium. At any time prior to December 15, 2007, The Company may redeem up to 35% of the original principal amount of the notes (calculated after giving effect to any issuance of additional notes issued under the same indenture) with the proceeds of one or more equity offerings of the Company’s capital stock at a redemption price of 106.0% of the principal amount of the notes, together with accrued and unpaid interest, if any, to the date of redemption.

 

The terms of the subordinated note and credit agreement place a limit on the amount of certain cash payments the Company can make. This limitation includes the amount the Company can pay in dividends on its common stock. As long as the Company is not in default under either agreement, the limitation ( which is a percent of net income relative to the Company’s consolidated leverage ratio) is such that the Company does not currently anticipate having an effect on the its ability to pay dividends at its current rate.

 

In addition, QGN has lines of credit which enable it to borrow up to $7 million in its local currency, of which approximately $3 million was utilized as of December 31, 2004 and 2003. The weighted average interest rate on these borrowings at December 31, 2004 and 2003 was approximately 18.0% and 15.3%, respectively. QGN’s long-term debt is at various interest rates that are determined by several inflation indexes in Brazil.

 

50


11. Income Taxes

 

The components of income before taxes are as follows:

 

(in thousands)

 

   2004

    2003

    2002

 

Domestic

   $ 113,000     $ 108,908     $ 96,752  

Foreign

     14,439       8,027       4,340  
    


 


 


Total

   $ 127,439     $ 116,935     $ 101,092  
    


 


 


The following table summarizes the provision for U.S. federal, state and foreign income taxes:                  

(in thousands)

 

   2004

    2003

    2002

 

Current:

                        

U.S. federal

   $ 16,475     $ 16,598     $ 10,487  

State

     4,485       3,149       3,450  

Foreign

     4,808       3,737       2,648  
    


 


 


       25,768       23,484       16,585  
    


 


 


Deferred:

                        

U.S. federal

     11,539       11,595       17,825  

State

     1,509       1,579       1,116  

Foreign

     (185 )     (684 )     (1,124 )
    


 


 


       12,863       12,490       17,817  
    


 


 


Total provision

   $ 38,631     $ 35,974     $ 34,402  
    


 


 


 

Deferred tax (assets)/liabilities consist of the following at December 31:

 

(in thousands)

 

   2004

    2003

 

Current net deferred tax assets:

                

Promotions, principally coupons

   $ (826 )   $ (3,817 )

Reserves and other liabilities

     (4,352 )     (726 )

Accounts receivable

     (1,265 )     (3,920 )

Net operating loss

     (5,586 )     (1,700 )

Capitalization of inventory costs

     (483 )     (1,056 )

Tax credits

     (1,608 )     (1,608 )

Unrealized (gain)/loss on foreign exchange

     6,520       (1,282 )
    


 


Total current deferred tax assets

     (7,600 )     (14,109 )
    


 


Long-term deferred tax asset:

                

Nonpension postretirement of foreign affiliates

     (899 )     —    

Minimum pension liability of foreign affiliates

     (5,376 )     —    

Net operating loss

     (1,710 )     —    

Depreciation and amortization

     991       —    

Goodwill

     4,757       —    

Other

     (383 )     —    
    


 


       (2,620 )     —    
    


 


Current deferred tax liability:

                

Reserves and other liabilities

     (97 )     —    

Inventory related

     1,536       —    
    


 


       1,439       —    
    


 


Noncurrent net deferred tax liabilities:

                

Nonpension postretirement and postemployment benefits

     (6,840 )     (6,233 )

Deferred compensation

     (13,628 )     (10,639 )

Reserves and other liabilities

     (972 )     (2,369 )

Investment valuation difference

     (741 )     (88 )

Loss carryforward of foreign subsidiary

     (3,070 )     (1,552 )

Foreign exchange translation adjustment

     (27 )     (2,749 )

Depreciation and amortization

     138,126       56,653  

Net operating loss carryforward

     (6,765 )     (13,410 )

Difference between book and tax losses of equity investment

     2,145       37,000  

Tax credits

     (4,418 )     (1,868 )

Minimum pension liability

     (5,857 )     (2,466 )

Contribution carryforward

     (4,028 )     (2,496 )

Other

     (4,030 )     (1,621 )

Valuation allowance

     5,370       12,838  

Goodwill

     12,951       —    
    


 


Net noncurrent deferred tax liabilities

     108,216       61,000  
    


 


Net deferred tax liability

   $ 99,435     $ 46,891  
    


 


 

51


Long term deferred tax assets are presented in other assets in the December 31, 2004 balance sheet. Current deferred tax liability is presented in Accounts Payable and Accrued Expenses in the December 31, 2004 balance sheet. The change in the valuation allowance relates to the Company being able to realize the benefit of certain loss carryforwards.

 

The difference between tax expense and the tax that would result from the application of the federal statutory rate is as follows:

 

(in thousands)

 

   2004

    2003

    2002

 

Statutory rate

     35 %