8-K/AOther Events

CHURCH & DWIGHT CO INC /DE/ 8-K/A Report (Jan 2, 2004)

Filed January 2, 2004For Securities:CHD

Summary

This filing is an amendment to a prior 8-K report by CHURCH & DWIGHT CO INC /DE/ (CHD), specifically correcting a typographical error in the Consent of Independent Auditors. The primary purpose of the original filing was to provide financial information related to the company's acquisition of the Oral Care Business from Unilever. The report includes audited financial statements for the acquired business as of December 31, 2002, and unaudited interim statements as of September 27, 2003. It also presents pro forma financial information, reflecting the acquisition as if it occurred at the beginning of the reporting periods, to give investors a clearer picture of the combined entity's potential performance. The financial data for the acquired Oral Care Business shows net sales of $165.3 million for the year ended December 31, 2002, with a net product contribution after overhead of $63.0 million. For the nine months ended September 27, 2003, net sales were $93.6 million, and net product contribution after overhead was $28.0 million. The pro forma consolidated statements indicate that the acquisition is expected to significantly boost CHD's revenue and net income, with pro forma net income for the year ended December 31, 2002, increasing from $66.7 million to $94.1 million, and earnings per share rising from $1.68 to $2.38 on a basic basis. The acquisition was financed through a combination of existing cash and new term loans.

Key Highlights

  • 1This filing is an amendment to a previous 8-K/A, primarily correcting a typographical error in the Consent of Independent Auditors.
  • 2The report details the financial information related to CHURCH & DWIGHT CO INC /DE/'s acquisition of Unilever's Oral Care Business.
  • 3Audited financial statements for the acquired Oral Care Business as of December 31, 2002, show net assets sold of $24.8 million and net sales of $165.3 million.
  • 4Unaudited interim financial statements for the acquired business as of September 27, 2003, show net assets sold of $23.4 million and net sales of $93.6 million for the nine months ended on that date.
  • 5Pro forma financial statements for the year ended December 31, 2002, reflect an increase in Net Income from $66.7 million to $94.1 million due to the acquisition.
  • 6Pro forma basic earnings per share for the year ended December 31, 2002, are projected to increase from $1.68 to $2.38.
  • 7The acquisition was financed through a combination of cash and new term loans, with $100 million of new borrowings.
  • 8A Transitional Services Agreement is in place with Unilever until January 16, 2004, for various business services.

Frequently Asked Questions

This filing is an Amendment No. 2 to a previous 8-K report. Its primary purpose is to correct a typographical error in the Consent of Independent Auditors, which was initially filed with Amendment No. 1 on January 2, 2004. The original filing provided financial information related to CHURCH & DWIGHT CO INC /DE/'s acquisition of the Oral Care Business from Unilever.

For the year ended December 31, 2002, the Oral Care Business reported net sales of $165.3 million and a net product contribution after overhead expenses of $63.0 million. The net assets sold were valued at $24.8 million. For the nine months ended September 27, 2003, net sales were $93.6 million, with a net product contribution after overhead of $28.0 million, and net assets sold were $23.4 million.

The pro forma financial statements indicate a positive impact from the acquisition. For the year ended December 31, 2002, pro forma net income is projected to increase to $94.1 million from the historical $66.7 million, and pro forma basic earnings per share are expected to rise from $1.68 to $2.38. Similarly, for the nine months ended September 26, 2003, pro forma net income is projected at $80.3 million compared to historical $65.1 million, with basic EPS increasing from $1.62 to $2.00.

The acquisition was financed through a combination of existing cash and new debt. The company obtained $250 million in new Tranche B Term Loans, using approximately $100 million of this amount to fund the transaction after repaying existing term loans. This resulted in incremental debt of $100.1 million.