filings.toolsItem 6. RESERVED
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Item 6. RESERVED
CHURCH & DWIGHT CO., INC AND SUBSIDIARIES
(Dollars in millions, except share and per share data)
I****TEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with our consolidated financial statements.
OVERVIEW
Our Business
We develop, manufacture and market a broad range of consumer household, personal care and specialty products. Our well-recognized brands include ARM & HAMMER® baking soda, cat litter, laundry detergent, carpet deodorizer and other baking soda-based products; OXICLEAN® stain removers, cleaning solutions, laundry detergents and bleach alternatives; VITAFUSION® and L’IL CRITTERS® gummy dietary supplements for adults and children, respectively; BATISTE® dry shampoo; WATERPIK® water flossers and showerheads; THERABREATH® oral care products; HERO® acne treatment products; TROJAN condoms, lubricants and vibrators; SPINBRUSH battery-operated toothbrushes; FIRST RESPONSE home pregnancy and ovulation test kits; NAIR depilatories; ORAJEL oral analgesic; XTRA laundry detergent; and ZICAM cold shortening and relief products. Seven of those brands are designated as "power brands" because they compete in large categories, and we believe they have the potential for significant global expansion. Those seven brands are ARM & HAMMER®; OXICLEAN®; VITAFUSION® and L’IL CRITTERS®; BATISTE®; WATERPIK®; THERABREATH®; and HERO® and represent approximately 70% of our net sales and profits.
We sell our consumer products under a variety of brands through a broad distribution platform that includes supermarkets, mass merchandisers, wholesale clubs, drugstores, convenience stores, home stores, dollar, pet and other specialty stores and websites and other e-commerce channels, all of which sell the products to consumers. We sell our specialty products to industrial customers, livestock producers and through distributors.
We operate our business in three segments: Consumer Domestic, Consumer International and the Specialty Products Division (“SPD”). The segments are based on differences in the nature of products and organizational and ownership structures. In 2023, the Consumer Domestic, Consumer International and SPD segments represented approximately 78%, 17% and 5%, respectively, of our consolidated net sales.
Supply Chain, Inflation, Consumer Demand and Competition
We continue to monitor the impact of both inflation and recessionary indicators including the effect of corresponding government actions, such as raising interest rates to counteract inflation, that may negatively impact consumer spending, especially for our discretionary brands, and how these factors will potentially influence future cash flows for the short and long term.
We believe that inflation and recessionary concerns are continuing to drive a decline in consumer spending for our most discretionary brands, Waterpik and Flawless, as consumers reduce spending in these categories and shift to lower cost alternatives. Most notably, a growing number of water flosser consumers have switched to more value-branded products. To address these demand shifts, we are taking steps to better manage production schedules and inventory levels for those products along with increasing promotional activities and marketing spend, as well as continuing efforts to develop lower cost water flosser alternatives.
Our vitamin business continues to experience a softening of growth from record high levels during the COVID-19 pandemic and has seen a significant ramp up in competition coming from new gummy vitamin category entrants which have increased from about six competitors a decade ago to more than 60 of significance today. In addition, residual impacts from previous vitamin-specific supply chain challenges resulted in increased shelf space and/ or display for certain of our competitors. We are improving our product offerings, redesigning packaging, launching new advertising and increasing global promotional and marketing efforts to solidify the business and, ultimately, regain lost market share.
Net sales in our Specialty Products Division declined in 2023, largely due to declining sales of our MEGALAC dairy supplement within our Animal Nutrition business. During the first quarter of 2024, we will be exiting this part of the Animal Nutrition business as a result of the return of foreign competition in the United States dairy market.
Looking forward, the impact that these challenges will continue to have on our operational and financial performance will depend in part on future developments, including inflationary impacts, interest rates, recessionary concerns, as well as retail customers' acceptance of all or a portion of any price increases. Additionally, we may be impacted by our ability to recruit and retain a workforce and engage third-parties to manufacture and distribute our products, as well as any future government actions affecting employers and employees, consumers and the economy in general. While we expect that many of these effects will be transitory and that our value-focused portfolio positions us well in challenging economic environments, it is impossible to predict their impact.
CHURCH & DWIGHT CO., INC AND SUBSIDIARIES
(Dollars in millions, except share and per share data)
2023 Financial Highlights
Key 2023 financial results include:
2023 net sales grew 9.2% over 2022, with gains in Consumer Domestic and Consumer International, partially offset by lower sales in SPD. The gains are primarily due to favorable pricing/product mix, favorable volumes, and the benefit of recent acquisitions in Consumer Domestic and Consumer International, partially offset by unfavorable volumes and pricing/product mix in SPD.
Gross margin increased 220 basis points to 44.1% in 2023 from 41.9% in 2022, primarily due to favorable price/volume/mix, the impact of productivity programs, lower transportation costs, and business acquisition benefits, partially offset by higher manufacturing costs including labor and higher commodities.
Operating margin increased 690 basis points to 18.0% in 2023 from 11.1% in 2022. The 2022 operating margin included a non-cash charge of $411.0 or 760 basis points related to the Flawless intangible asset impairment. Excluding the impairment charge, operating margin decreased 70 basis points as an increase in gross margins was offset by higher marketing expenses and selling general and administrative costs.
We reported diluted net earnings per share in 2023 of $3.05, an increase of approximately 81.5% from 2022 diluted net earnings per share of $1.68 which included the non-cash Flawless intangible asset impairment charge of $1.26 per share.
Cash provided by operations was $1,030.6 in 2023, a $145.4 increase from the prior year due to an improvement in working capital and an increase in cash earnings (net income adjusted for non-cash items) including the impact of recent acquisitions.
We returned $566.6 in 2023 to our stockholders through cash dividends paid and share repurchases.
Strategic Goals, Challenges and Initiatives
Our ability to generate sales depends on consumer demand for our products and retail customers’ decisions to carry our products, which are, in part, affected by general economic conditions in our markets. While a vast majority of our products are consumer staples and less vulnerable to decreases in discretionary spending than other products, certain of our products, are more likely to be affected by consumer decisions to control spending. Some retail customers have responded to economic conditions by increasing their private label offerings (primarily in the dietary supplements, diagnostic kits and oral analgesics categories), launching their own brands, and consolidating the product selections they offer to the top few leading brands in each category. In addition, an increasing portion of our product categories are being sold by club stores, dollar stores, mass merchandisers and internet-based retailers. These factors have placed downward pressure on our sales and gross margins.
We intend to continue to aggressively pursue several key strategic initiatives: maintain competitive marketing and trade spending, tightly control our cost structure, expand our online market share, continue to develop and launch new and differentiated products, and pursue strategic acquisitions. We also intend to continue to grow our product sales globally and maintain an offering of premium and value brand products to appeal to a wide range of consumers.
We derive a substantial percentage of our revenues from sales of liquid laundry detergent. As a result, any delays or reduction of sales of these products, in the event that our product category diversification efforts discussed below are not successful, could have a material adverse effect on our business, financial condition, operating results and cash flows. We continue to evaluate and vigorously address these pressures through, among other things, new product introductions and increased marketing and trade spending. However, there is no assurance the category will not decline in the future and that we will be able to offset any such decline.
We are continuously focused on strengthening our key brands through the launch of innovative new products, which span various product categories, including premium and value household products supported by increased marketing and trade spending. There can be no assurance that these measures will be successful.
Our global product portfolio consists of both premium (63% of total worldwide consumer revenue in 2023) and value (37% of total worldwide consumer revenue in 2023) brands, which we believe enables us to succeed in a range of economic environments. We intend to continue to develop a portfolio of appealing new products to build loyalty among cost-conscious consumers.
Over the past two decades, we have diversified from an almost exclusively U.S. business to a global company with approximately 17% of sales derived from countries outside of the United States in 2023. We have subsidiary operations in seven countries (Canada, Mexico, U.K., France, Germany, China and Australia). We also export products to over 130 other countries through our Global Markets Group using a broad network of third-party distributors. In 2023, we benefited from our expanded global footprint and expect to continue to focus on selectively expanding our global business. If we are unable to expand our business internationally at the rate that we expect, we may not realize our anticipated growth targets.
CHURCH & DWIGHT CO., INC AND SUBSIDIARIES
(Dollars in millions, except share and per share data)
Although we believe ongoing international expansion represents a significant opportunity to grow our business, our increasing activity in global markets exposes us to additional complexity and uncertainty. Sales generated outside of the U.S. are exposed to foreign currency exchange rate fluctuations as well as political uncertainty which could impact future operating results. Moreover, the current domestic and international political environment, including existing and potential changes to U.S. policies related to global trade and tariffs, have resulted in uncertainty regarding the global economy. The impact of U.S. tariffs on certain products was a component of increased cost of sale during the year ended December 31, 2023. The implementation of more restrictive trade policies, such as higher tariffs or new barriers to entry, in countries in which we manufacture or sell large quantities of products could negatively impact our business, cash flows, results of operations and financial condition.
We also continue to focus on controlling our costs. Historically, we have been able to mitigate the effects of cost increases primarily by implementing cost reduction programs and, to a lesser extent, by passing along cost increases to customers. We have also entered into set pricing and pre-buying arrangements with certain suppliers and hedge agreements for diesel fuel and other commodities. Additionally, our focus on tight cost controls has enabled us to effectively navigate challenging economic conditions.
The identification and integration of strategic acquisitions are an important component of our overall strategy and product category diversification. Acquisitions have added significantly to our sales, profits and product category diversification over the last decade. This is evidenced by our 2015 acquisition of certain assets of Varied Industries Corporation (the “Vi-cor Acquisition”), the 2016 acquisitions of Spencer Forrest, Inc., the maker of TOPPIK (the “Toppik Acquisition”), and the ANUSOL and RECTINOL businesses from Johnson & Johnson (the “Anusol Acquisition”), the 2017 acquisitions of the VIVISCAL brand from Lifes2Good Holdings Limited (the “Viviscal Acquisition”), and the WATERPIK brand from Pik Holdings, Inc. (the “Waterpik Acquisition”), the 2020 acquisition of the ZICAM brand from Consumer Health Holdco LLC, the 2021 acquisition of the THERABREATH brand from Dr. Harold Katz, LLC and HK-IP International, Inc, and the 2022 acquisition of the HERO brand which includes the MIGHTY PATCH acne treatment products. The failure to effectively identify or integrate any acquisition or achieve expected synergies may cause us to incur material asset write-downs. We actively seek acquisitions that fit our guidelines, and our strong financial position provides us with flexibility to take advantage of acquisition opportunities. In addition, our ability to quickly integrate acquisitions and leverage existing infrastructure has enabled us to establish a strong track record in making accretive acquisitions. Since 2001, we have acquired six of our seven “power brands.”
We believe we are well positioned to meet the ongoing challenges described above due to our strong financial condition, experience operating in challenging environments and continued focus on key strategic initiatives. Our focus is to maintain competitive marketing and trade spending, manage our cost structure, continue to develop and launch new and differentiated products, while pursuing strategic acquisitions. This focus, together with the strength of our portfolio of premium and value brands, has enabled us to succeed in a range of economic environments. Moreover, the generation of a significant amount of cash from operations provides us with the financial flexibility to pursue acquisitions, drive new product development, make capital expenditures to support organic growth and gross margin improvements, return cash to stockholders through dividends and share buy backs, and reduce outstanding debt. These factors position us to continue to increase stockholder value over the long-term.
For information regarding risks and uncertainties that could materially adversely affect our business, results of operations and financial condition and cash flows, see “Risk Factors” in Item 1A of this Annual Report.
Recent Developments
Dividend Increase
On January 31, 2024, the Board declared a 4% increase in the regular quarterly dividend from $0.2725 to $0.28375 per share (equivalent to an annual dividend of $1.135 per share) payable to stockholders of record as of February 15, 2024. The increase raises the annualized dividend payout from $267.0 to approximately $276.0 on an annualized basis.
CHURCH & DWIGHT CO., INC AND SUBSIDIARIES
(Dollars in millions, except share and per share data)
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
Our Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the U.S. (GAAP). The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. By their nature, these judgments are subject to uncertainty. They are based on our historical experience, our observation of trends in industry, information provided by our customers and information available from other outside sources, as appropriate. Our significant accounting policies and estimates are described below.
Revenue Recognition and Promotional and Sales Return Reserves
Virtually all of our revenue represents sales of finished goods inventory and is recognized when received or picked up by our customers. The reserves for consumer and trade promotion liabilities and sales returns are established based on our best estimate of the amounts necessary to settle future and existing claims on products sold as of the balance sheet date. Promotional reserves are provided for sales incentives, such as coupons to consumers, and sales incentives provided to customers (such as slotting, cooperative advertising, incentive discounts based on volume of sales and other arrangements made directly with customers). All such costs are netted against sales. Slotting costs are recorded when the product is delivered to the customer. Cooperative advertising costs are recorded when the customer places the advertisement for our products. Discounts relating to price reduction arrangements and coupons are recorded when the related sale takes place. Costs associated with end-aisle or other in-store displays are recorded when product that is subject to the promotion is sold. We rely on historical experience and forecasted data to determine the required reserves. For example, we use historical experience to project coupon redemption rates to determine reserve requirements. Based on the total face value of Consumer Domestic coupons redeemed over the past several years, if the actual rate of redemptions were to deviate by 0.1% from the rate for which reserves are accrued in the financial statements, a difference of approximately $0.7 in the reserve required for coupons would result. With regard to other promotional reserves and sales returns, we use experience-based estimates, customer and sales organization inputs and historical trend analysis in arriving at the reserves required. If our estimates for promotional activities and sales returns reserves were to change by 10% the impact to promotional spending and sales return accruals would be approximately $16.0. While management believes that its promotional and sales returns reserves are reasonable and that appropriate judgments have been made, estimated amounts could differ materially from actual future obligations.
Impairment of goodwill, trade names and other intangible assets
The Company has intangible assets of substantial value on its consolidated balance sheet. Intangible assets relate to intangible assets with a useful life, indefinite-lived trade names and goodwill. The Company determines whether an intangible asset (other than goodwill) has a useful life based on multiple factors, including how long the Company intends to generate cash flows from the asset.
Intangible assets with a useful life are assessed for impairment when there are business triggering events. Carrying values of goodwill and indefinite-lived trade names are reviewed at least annually for possible impairment.
Our impairment analysis is based on a discounted cash flow approach that requires significant judgment with respect to unit volume, revenue and expense growth rates, and the selection of an appropriate discount rate and royalty rate. Management uses estimates based on expected trends in making these assumptions. With respect to goodwill, impairment occurs when the carrying value of the reporting unit exceeds the discounted present value of cash flows for that reporting unit. For trade names and other intangible assets, an impairment charge is recorded for the difference between the carrying value and the net present value of estimated future cash flows, which represents the estimated fair value of the asset. Fair value for indefinite-lived intangible assets is estimated based on a "relief from royalty" or "excess earnings" discounted cash flow method, which contains numerous variables that are subject to change as business conditions change, and therefore could impact fair values in the future. Judgment is required in assessing whether assets may have become impaired between annual valuations. Indicators such as unexpected adverse economic factors, unanticipated technological change, distribution losses, or competitive activities and acts by governments and courts may indicate that an asset has become impaired.
The result of our annual goodwill impairment test determined that the estimated fair value substantially exceeded the carrying values of all reporting units. We determined that the fair value of all indefinite-lived intangible assets for each of the years in the three-year period ended December 31, 2023 exceeded their respective carrying values based upon the forecasted cash flows and profitability.
Recently, our global TROJAN business has benefited from the successful introduction of new products, such as TROJAN BARESKIN RAW, which has contributed to expanded distribution resulting in sales growth in 2023 and an improvement in the expected sales growth outlook for this business. While the Company cannot predict future changes in economic or competitive factors that may adversely impact the underlying cash flows used to estimate fair value of the trade name, it believes that the improved growth and profitability outlook for this business has reduced the near-term risk of impairment of the TROJAN trade name. The carrying value of the TROJAN trade name is $176.4 and fair value represented 162% of the carrying value as of October 1, 2023.
CHURCH & DWIGHT CO., INC AND SUBSIDIARIES
(Dollars in millions, except share and per share data)
Our global WATERPIK business has continued to experience a significant decline in customer demand for many of its products, primarily due to lower consumer spending for discretionary products resulting in part from inflation and a growing number of water flosser consumers switching to more value-branded products. Waterpik's profitability has also been impacted by tariffs imposed on its products imported into the United States that were manufactured in China. As a result, the WATERPIK business has experienced declining sales and profits resulting in a reduction in expected future cash flows which have eroded a substantial portion of the excess between the fair and carrying value of the trade name. This indefinite-lived intangible asset may be susceptible to impairment and a continued decline in fair value could trigger a future impairment charge of the WATERPIK trade name. While management can and has implemented strategies to address the risk, significant changes in operating plans or adverse changes in the future could reduce the underlying cash flows used to estimate fair values and could result in a decline in fair value that could trigger future impairment charges of these assets. The carrying value of the WATERPIK trade name is $644.7 and fair value represented 109% of the carrying value as of October 1, 2023.
The vitamin category continues to experience a softening of growth from record high levels during the COVID-19 pandemic and significant product competition coming from new category entrants. The category has grown from about 6 competitors a decade ago to more than 60 of significance in recent years. In addition, residual impacts from previous vitamin-specific supply chain challenges have resulted in reduced shelf space for VITAFUSION and LIL CRITTERS at certain retailers and consumers switching to competitor’s brands. These factors, along with higher interest rates, have resulted in a reduction in expected future cash flows which have eroded a substantial portion of the excess between the fair and carrying value of the trade name. This indefinite-lived intangible asset may be susceptible to impairment and a continued decline in fair value could trigger a future impairment charge of the VITAFUSION and LIL' CRITTERS trade name. While management has implemented strategies to address the risk, significant changes in operating plans or adverse changes in the future could reduce the underlying cash flows used to estimate fair value. The carrying value of the VITAFUSION and LIL' CRITTERS trade name is $281.3 and fair value represented 154% of the carrying value as of October 1, 2023.
In the fourth quarter of 2022, we determined that a review of our ability to recover the carrying values of the global FINISHING TOUCH FLAWLESS intangible assets was necessary based on the discontinuance of certain products at a major retailer. The FINISHING TOUCH FLAWLESS assets consist of the definite-lived trade name, customer relationships and technology assets recorded at acquisition. We evaluated our ability to recover the carrying values of the intangible assets by comparing the carrying amount to the future undiscounted cash flows and determined that the cash flows would not be sufficient to recover the carrying value of the assets. After determining the estimated fair value of the assets, which included a reduction in cash flows due to the loss of distribution mentioned above along with an expected continued decline in discretionary consumption and higher interest rates, a non-cash impairment charge of $411.0 was recorded in the fourth quarter of 2022. The remaining net book value of the trade name as of December 31, 2023 is $30.9 and will be amortized over a remaining useful life of two years. We have implemented strategies to address the decline in profitability. However, if unsuccessful, a further decline could trigger a future impairment charge.
It is possible that our conclusions regarding impairment or recoverability of goodwill or other intangible assets could change in future periods if, for example, (i) the businesses or brands do not perform as projected, (ii) overall economic conditions in future years vary from current assumptions (including changes in discount rates), (iii) business conditions or strategies change from current assumptions, (iv) investors require higher rates of return on equity investments in the marketplace or (v) enterprise values of comparable publicly traded companies, or actual sales transactions of comparable companies, were to decline, resulting in lower multiples of revenues and EBITDA. A future impairment charge for goodwill or intangible assets could have a material effect on our consolidated financial position or results of operations.
Income Taxes
Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized to reflect the future tax consequences attributable to the differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which the differences are expected to be recovered or settled. Management provides a valuation allowance against deferred tax assets for amounts which are not considered “more likely than not” to be realized. We record liabilities for potential assessments in various tax jurisdictions under U.S. GAAP guidelines. The liabilities relate to tax return positions that, although supportable by us, may be challenged by the tax authorities and do not meet the minimum recognition threshold required under applicable accounting guidance for the related tax benefit to be recognized on the income statement. We adjust this liability as a result of changes in tax legislation, interpretations of laws by courts, guidance and rulings issued by tax authorities, changes in estimates and the expiration of the statute of limitations. Many of the judgments involved in adjusting the liability involve assumptions and estimates that are highly uncertain and subject to change. In this regard, settlement of any issue, or an adverse determination in litigation, with a taxing authority could require the use of cash and result in an increase in our annual effective tax rate. Conversely, favorable resolution of an issue with a taxing authority would be recognized as a reduction to our annual effective tax rate.
CHURCH & DWIGHT CO., INC AND SUBSIDIARIES
(Dollars in millions, except share and per share data)
New Accounting Pronouncements
Refer to Note 1 to the Consolidated Financial Statements included in this Annual Report for recently adopted accounting pronouncements and recently issued accounting pronouncements not yet adopted as of December 31, 2023.
CHURCH & DWIGHT CO., INC AND SUBSIDIARIES
(Dollars in millions, except share and per share data)
RESULTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2023, 2022 AND 2021
The discussion of results of operations at the consolidated level presented below is followed by a more detailed discussion of results of operations by segment. This section of this Form 10-K generally discusses 2023 and 2022 results and year-to-year comparisons between 2023 and 2022. Discussions of 2021 items and year-to-year comparisons between 2022 and 2021 that are not included in this Form 10-K can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2022. The segment discussion also addresses certain product line information. Our operating segments are consistent with our reportable segments.
Consolidated results
2023 compared to 2022
| Twelve Months Ended | Change vs. | Twelve Months Ended | |||||||
| December 31, 2023 | Prior Year | December 31, 2022 | |||||||
| Net Sales | $ | 5,867.9 | 9.2% | $ | 5,375.6 | ||||
| Gross Profit | $ | 2,588.5 | 15.0% | $ | 2,250.0 | ||||
| Gross Margin | 44.1 | % | 220 basis points | 41.9 | % | ||||
| Marketing Expenses | $ | 641.3 | 19.8% | $ | 535.2 | ||||
| Percent of Net Sales | 10.9 | % | 90 basis points | 10.0 | % | ||||
| Selling, General & Administrative Expenses | $ | 889.8 | -20.3% | $ | 1,117.0 | ||||
| Percent of Net Sales | 15.2 | % | -560 basis points | 20.8 | % | ||||
| Income from Operations | $ | 1,057.4 | 76.9% | $ | 597.8 | ||||
| Operating Margin | 18.0 | % | 690 basis points | 11.1 | % | ||||
| Net income per share - Diluted | $ | 3.05 | 81.5% | $ | 1.68 |
Net Sales
Net sales for the year ended December 31, 2023 were $5,867.9, an increase of $492.3, or 9.2% compared to 2022 net sales. The components of the net sales increase are as follows:
| Net Sales - Consolidated | December 31, 2023 | ||
| Product volumes sold | 0.9 | % | |
| Pricing/Product mix | 4.4 | % | |
| Acquired product lines (1) | 3.9 | % | |
| Net Sales increase | 9.2 | % |
(1)
On October 13, 2022, the Company acquired all of the issued and outstanding shares of capital stock of Hero Cosmetics, Inc. ("Hero"), the developer of the HERO® brand which includes the MIGHTY PATCH® acne treatment products (the "Hero Acquisition").
The volume change reflects increased volumes in the Consumer Domestic and Consumer International Segments partially offset by volume declines in SPD. Price/mix was favorable in the Consumer Domestic and Consumer International Segments partially offset by slightly unfavorable price/mix in the SPD segment.
Gross Profit
Our gross profit for 2023 was $2,588.5, a $338.5 increase compared to 2022. Gross margin was 44.1% in 2023 compared to 41.9% in 2022, a 220 basis points (“bps”) increase. The increase is due to favorable price/volume/mix of 220 bps, the impact of productivity programs of 150 bps, lower transportation costs of 100 bps, and benefits from the Hero Acquisition of 90 bps, partially offset by higher manufacturing costs including labor and higher commodities of 340 bps.
Operating Costs
Marketing expenses for 2023 were $641.3, an increase of $106.1 compared to 2022. Marketing expenses as a percentage of net sales increased 90 bps to 10.9% in 2023 as compared to 2022 due to 180 bps on higher expense from increased marketing spend as our ability to meet customer demand improved, offset by 90 bps of leverage on higher net sales.
CHURCH & DWIGHT CO., INC AND SUBSIDIARIES
(Dollars in millions, except share and per share data)
SG&A expenses for 2023 were $889.8, a decrease of $227.2 or 20.3% compared to 2022. SG&A as a percentage of net sales decreased 560 bps to 15.2% in 2023 compared to 20.8% in 2022 due to 390 bps on lower expenses and 170 bps of leverage associated with higher sales. The lower expenses of 390 bps were primarily due to the non-cash Flawless intangible asset impairment charges of $411.0 or 760 bps in 2022, partially offset by higher expenses associated with the Hero Acquisition of $78.7, investment spending for future growth and higher incentive compensation costs which reflects improved business performance.
Other Income and Expenses
Other income increased $9.4 in 2023 as compared to 2022 primarily due to higher investment income.
Interest expense in 2023 was $110.9, an increase of $21.3 primarily due to higher average interest rates on outstanding debt.
Taxation
The 2023 effective income tax rate was 21.9% compared to 20.9% in 2022. The increase in the rate is due to the tax rate benefit of the FLAWLESS impairment charge recorded in 2022.
On August 16, 2022, President Biden signed into law the Inflation Reduction Act of 2022, which contains provisions effective January 1, 2023, including a 15% corporate minimum tax and a 1% excise tax on stock buybacks. The new law did not have a material impact on our consolidated financial position, results of operations or cash flows during the year ended December 31, 2023.
Segment results for 2023, 2022 and 2021
We operate three reportable segments: Consumer Domestic, Consumer International and SPD. These segments are determined based on differences in the nature of products and organizational and ownership structures. We also have a Corporate segment.
| Segment | Products |
| Consumer Domestic | Household and personal care products |
| Consumer International | Primarily personal care products |
| SPD | Specialty chemical products |
The Corporate segment income consists of equity in earnings of affiliates. As of December 31, 2023, we held 50% ownership interests in each of Armand and ArmaKleen, respectively. Our equity in earnings of Armand and ArmaKleen, totaling $8.7, $12.3 and $9.4 for the three years ended December 31, 2023, 2022 and 2021, respectively, are included in the Corporate segment.
CHURCH & DWIGHT CO., INC AND SUBSIDIARIES
(Dollars in millions, except share and per share data)
Some of the subsidiaries that are included in the Consumer International segment manufacture and sell personal care products to the Consumer Domestic segment. These sales are eliminated from the Consumer International segment results set forth below.
Segment net sales and income before income taxes for each of the three years ended December 31, 2023, 2022 and 2021 were as follows:
| Consumer | Consumer | ||||||||||||||||||
| Domestic | International | SPD | Corporate**(3)** | Total | |||||||||||||||
| Net Sales**(1)** | |||||||||||||||||||
| 2023 | $ | 4,571.2 | $ | 975.7 | $ | 321.0 | $ | 0.0 | $ | 5,867.9 | |||||||||
| 2022 | 4,131.0 | 896.1 | 348.5 | 0.0 | 5,375.6 | ||||||||||||||
| 2021 | 3,941.9 | 912.2 | 336.0 | 0.0 | 5,190.1 | ||||||||||||||
| Income before Income Taxes**(2)** | |||||||||||||||||||
| 2023 | $ | 842.7 | $ | 94.8 | $ | 21.2 | $ | 8.7 | $ | 967.4 | |||||||||
| 2022(4) | 427.3 | 38.8 | 44.9 | 12.3 | 523.3 | ||||||||||||||
| 2021(5) | 861.4 | 127.3 | 33.6 | 9.4 | 1,031.7 |
(1)
Intersegment sales from Consumer International to Consumer Domestic, which are not reflected in the table, were $17.0, $15.1 and $10.8 for the years ended December 31, 2023, 2022 and 2021, respectively.
(2)
In determining income before income taxes, interest expense, investment earnings and certain aspects of other income and expense were allocated among segments based upon each segment’s relative income from operations.
(3)
Corporate segment consists of equity in earnings of affiliates from Armand and ArmaKleen in 2023, 2022 and 2021.
(4)
2022 results include the FLAWLESS non-cash intangible asset impairment charges of $411.0 in SG&A expenses, of which $349.3 was recorded in the Consumer Domestic segment and $61.7 was recorded in the Consumer International segment.
(5)
2021 results include a $98.0 reduction in SG&A expenses to reduce the Flawless business acquisition liability, of which $83.2 was recorded to Consumer Domestic and $14.8 was recorded to Consumer International.
Product line revenues for external customers for the years ended December 31, 2023, 2022 and 2021 were as follows:
| 2023 | 2022 | 2021 | ||||||||||
| Household Products | $ | 2,484.1 | $ | 2,272.0 | $ | 2,103.0 | ||||||
| Personal Care Products | 2,087.1 | 1,859.0 | 1,838.9 | |||||||||
| Total Consumer Domestic | 4,571.2 | 4,131.0 | 3,941.9 | |||||||||
| Total Consumer International | 975.7 | 896.1 | 912.2 | |||||||||
| Total SPD | 321.0 | 348.5 | 336.0 | |||||||||
| Total Consolidated Net Sales | $ | 5,867.9 | $ | 5,375.6 | $ | 5,190.1 |
Household Products include deodorizing, cleaning and laundry products. Personal Care Products include condoms, pregnancy kits, oral care products, skin care products, hair care products and gummy dietary supplements.
CHURCH & DWIGHT CO., INC AND SUBSIDIARIES
(Dollars in millions, except share and per share data)
Consumer Domestic
2023 compared to 2022
Consumer Domestic net sales in 2023 were $4,571.2, an increase of $440.2 or 10.7% compared to net sales of $4,131.0 in 2022. The components of the net sales change are the following:
| Net Sales - Consumer Domestic | December 31, 2023 | ||
| Product volumes sold | 1.0 | % | |
| Pricing/Product mix | 4.7 | % | |
| Acquired product lines (1) | 5.0 | % | |
| Net Sales increase | 10.7 | % |
(1)
Includes the Hero Acquisition since October 13, 2022 (the date of the acquisition).
The increase in net sales for 2023 reflects the impact of the Hero Acquisition, and the impact of higher sales of THERABREATH® mouth wash, ARM & HAMMER® cat litter, ARM & HAMMER® liquid detergent, and ARM & HAMMER® baking soda, partially offset by declines in FINISHING TOUCH FLAWLESS® hair removal products, VITAFUSION® and L’IL CRITTERS® gummy dietary supplements, and WATERPIK® water flossers.
Consumer Domestic income before income taxes for 2023 was $842.7, a $415.4 increase as compared to 2022. The 2022 results include the FINISHING TOUCH FLAWLESS intangible asset impairment charge of $349.3 in SG&A expenses. Excluding the impairment charge, income before income taxes increased $66.1 due to favorable price/mix of $193.0, the gross margin benefit of higher sales volumes related to the Hero Acquisition of $138.1, lower manufacturing and distribution expenses of $12.0, partially offset by higher SG&A expenses of $165.2 from higher expenses associated with the Hero Acquisition and higher incentive compensation costs, higher marketing expenses of $96.5, and higher interest and other expenses of $15.3.
Consumer International
2023 compared to 2022
Consumer International net sales in 2023 were $975.7, an increase of $79.6 or 8.9% as compared to 2022. The components of the net sales change are the following:
| Net Sales - Consumer International | December 31, 2023 | ||
| Product volumes sold | 3.4 | % | |
| Pricing/Product mix | 5.1 | % | |
| Foreign exchange rate fluctuations | 0.1 | % | |
| Acquired product lines (1) | 0.3 | % | |
| Net Sales increase | 8.9 | % |
(1)
Includes the Hero Acquisition since October 13, 2022 (the date of the acquisition).
Excluding the impact of foreign exchange rates and acquired product lines, the increase in net sales for the year ended December 31, 2023, is driven by STERIMAR® nasal congestion relief, THERABREATH® mouth wash, BATISTE® dry shampoo, OXICLEAN® stain removers and WATERPIK in the Global Markets Group; BATISTE® dry shampoo, OXICLEAN® stain removers, THERABREATH® mouth wash, and GRAVOL® anti-nauseant in Canada; STERIMAR® nasal congestion relief and BATISTE® dry shampoo in Europe and STERIMAR® nasal congestion relief, ARM & HAMMER® dental care, ARM & HAMMER® baking soda, and ARM & HAMMER® liquid detergent in Mexico.
Consumer International income before income taxes was $94.8 in 2023, an increase of $56.0 compared to 2022. The increase is due to favorable price/mix of $53.4, lower SG&A expenses of $33.3 (including the 2022 FLAWLESS intangible asset impairment charge of $61.7, partially offset by higher incentive compensation costs), the gross margin benefit of higher sales volumes of $12.1, and favorable foreign exchange rates of $3.1, partially offset by higher manufacturing and commodity costs of $33.5, higher marketing expenses of $10.2, and higher interest and other expenses of $2.1.
CHURCH & DWIGHT CO., INC AND SUBSIDIARIES
(Dollars in millions, except share and per share data)
Specialty Products
2023 compared to 2022
SPD net sales were $321.0 for 2023, a decrease of $27.5, or 7.9% compared to 2022. The components of the net sales change are the following:
| Net Sales - SPD | December 31, 2023 | ||
| Product volumes sold | (7.2 | %) | |
| Pricing/Product mix | (0.7 | %) | |
| Net Sales decrease | (7.9 | %) |
Net sales decreased in the year ended December 31, 2023 primarily due to competitive imports within our domestic dairy business.
SPD income before income taxes was $21.2 in 2023, a decrease of $23.7 compared to 2022. The decrease in income before income taxes for 2023 is due to higher SG&A costs of $16.4 (including the Passport intangible asset impairment charge of $3.5 and higher incentive compensation costs), the gross margin impact of lower sales volumes of $7.2, unfavorable manufacturing costs of $3.4, and unfavorable price/mix of $2.5, partially offset by lower interest and other expenses of $5.4, and lower marketing expenses of $0.5.
Corporate
Corporate includes administrative costs of the production, planning and logistics functions which are elements of Cost of Sales in our Consolidated Statements of Income but are allocated to the operating segments in SG&A expenses to determine operating segment income before income taxes. Such amounts were $60.4, $34.3 and $47.1 for 2023, 2022 and 2021, respectively. The increase in 2023 compared to 2022 is primarily due to higher incentive compensation costs.
Also included in corporate are the equity in earnings of affiliates from Armand and ArmaKleen, totaling $8.7, $12.3 and $9.4 for the three years ended December 31, 2023, 2022 and 2021, respectively.
Liquidity and Capital Resources
On June 16, 2022, we entered into a credit agreement (the “Credit Agreement”) that provides for our $1,500.0 unsecured revolving credit facility (the “Revolving Credit Facility”) that matures on June 16, 2027, unless extended. The Credit Agreement replaced our prior $1,000.0 unsecured revolving credit facility that would have matured on March 29, 2024 that was entered into on March 29, 2018. We have the ability to increase our borrowing up to an additional $750.0, subject to lender commitments and certain conditions as described in the Credit Agreement. Borrowings under the Credit Agreement are available for general corporate purposes and are used to support our $1,500.0 commercial paper program.
As of December 31, 2023, we had $344.5 in cash and cash equivalents, and approximately $1,495.0 available through the Revolving Credit Facility and our commercial paper program. To preserve our liquidity, we invest cash primarily in government money market funds, prime money market funds, short-term commercial paper and short-term bank deposits.
On October 31, 2022, we issued $500.0 aggregate principal amount of 5.60% Senior Notes due 2032 (the “2032 Notes”). The proceeds from the sale of the 2032 Notes were used to repay commercial paper debt incurred to finance the Hero Acquisition, and related fees and expenses. The 2032 Notes will mature on November 15, 2032, unless earlier retired or redeemed pursuant to the terms of the supplemental indenture governing the terms of the 2032 Notes.
On June 2, 2022, we issued $500.0 aggregate principal amount of 5.00% Senior Notes due 2052 (the “2052 Notes”). In July 2022 a portion of the proceeds from the sale of the 2052 Notes were used to repay all of our outstanding $300.0 2.45% Senior Notes due August 1, 2022. The 2052 Notes will mature on June 15, 2052, unless earlier retired or redeemed pursuant to the terms of the supplemental indenture governing the terms of the 2052 Notes.
In October 2022, we repaid all of the outstanding $400.0 2.875% Senior notes due October 1, 2022 with a portion of the proceeds from the 2052 Notes and cash on hand.
On December 22, 2021, we entered into a $400.0 unsecured term loan facility (as amended on June 16, 2022, the “Term Loan Facility”) with various banks. The loan under the Term Loan Facility (the “Term Loan”) was fully drawn at closing. Unless repaid early, the Term Loan is due on December 22, 2024. The interest rate is the Secured Overnight Financing Rate (“SOFR”) plus a spread and an applicable
CHURCH & DWIGHT CO., INC AND SUBSIDIARIES
(Dollars in millions, except share and per share data)
margin based on the Company’s credit rating, which can range from 60 basis points to 125 bps. The proceeds of the Term Loan were used to partially fund the TheraBreath Acquisition, with the remaining proceeds used for the repayment of commercial paper. In 2023, we repaid $200.0 of the Term Loan with cash on hand and commercial paper borrowings. In January 2024, we repaid an additional $100.0 of the Term Loan with cash on hand.
Additionally, we financed the TheraBreath Acquisition with a portion of the proceeds from an underwritten public offering of $400.0 aggregate principal amount of 2.3% Senior Notes due 2031 (the “2031 Notes”) completed on December 10, 2021. The 2031 Notes will mature on December 15, 2031, unless earlier retired or redeemed pursuant to the terms of the supplemental indenture governing the terms of the 2031 Notes.
We financed the Waterpik Acquisition with a portion of the proceeds from an underwritten public offering of $1,425.0 aggregate principal amount of Senior Notes completed on July 25, 2017, consisting of $300.0 aggregate principal amount of Floating Rate Senior Notes that were due in 2019 and have been fully repaid, $300.0 aggregate principal amount of 2.45% Senior Notes that were due in 2022 and have been fully repaid, $425.0 aggregate principal amount of 3.15% Senior Notes due 2027 and $400.0 aggregate principal amount of 3.95% Senior Notes due 2047.
In 2015, we initiated a Supply Chain Finance program (“SCF Program”). Under the SCF Program, qualifying suppliers may elect to sell their receivables from us for early payment. Participating suppliers negotiate their receivables sales arrangements directly with a third party. We are not party to those agreements and do not have an economic interest in the supplier’s decision to sell their receivables. The SCF Program may allow suppliers more favorable terms than they could secure on their own. The terms of our payment obligations are not impacted by a supplier’s participation in the SCF Program. Our payment terms with suppliers are consistent between suppliers that elect to participate in the SCF Program and those that do not participate. As a result, the program does not have an impact to our average days outstanding.
All amounts outstanding to suppliers participating in the SCF Program are recorded within Accounts Payable in our Consolidated Balance Sheets, and the associated payments are included in operating activities within our Consolidated Statements of Cash Flows.
The current economic environment presents risks that could have adverse consequences for our liquidity. See the discussion of this and other risks under “Risk Factors” in Item 1A of this Annual Report. We continue to manage all aspects of our business including, but not limited to, monitoring the financial health of our customers, suppliers and other third-party relationships, implementing gross margin enhancement strategies and developing new opportunities for growth. We do not anticipate that current economic conditions will adversely affect our ability to comply with the financial covenant in the Credit Agreement because we currently are, and anticipate that we will continue to be, in compliance with the maximum leverage ratio requirement under the Credit Agreement.
On October 28, 2021, the Board authorized a new share repurchase program, under which we may repurchase up to $1,000.0 in shares of Common Stock (the “2021 Share Repurchase Program”). The 2021 Share Repurchase Program does not have an expiration and replaced the 2017 Share Repurchase Program. All remaining dollars authorized for repurchase under the 2017 Share Repurchase Plan have been cancelled. The 2021 Share Repurchase Program did not modify our evergreen share repurchase program, authorized by the Board on January 29, 2014, under which we may repurchase, from time to time, Common Stock to reduce or eliminate dilution associated with issuances of Common Stock under its incentive plans.
In November 2023, we executed an agreement to purchase 3.3 million shares for $300.1, inclusive of fees, of which $229.3 was purchased under the evergreen share repurchase program and $70.8 was purchased under the 2021 Share Repurchase Program.
As a result of our stock repurchases, there remains $658.9 of share repurchase availability under the 2021 Share Repurchase Program as of December 31, 2023.
On January 31, 2024, the Board declared a 4% increase in the regular quarterly dividend from $0.2725 to $0.28375 per share, equivalent to an annual dividend of $1.135 per share payable to stockholders of record as of February 15, 2024. The increase raises the annual dividend payout from $267.0 to approximately $276.0 on an annualized basis.
We anticipate that our cash from operations, together with our current borrowing capacity, will be sufficient to fund our share repurchase programs to the extent implemented by management, pay debt and interest as it comes due, pay dividends at the latest approved rate, and meet our capital expenditure program costs, which are expected to be approximately $180.0 in 2024 primarily for manufacturing capacity investments in laundry, litter and vitamins to support expected future sales growth. Cash, together with our current borrowing capacity, may be used for acquisitions that would complement our existing product lines or geographic markets.
CHURCH & DWIGHT CO., INC AND SUBSIDIARIES
(Dollars in millions, except share and per share data)
Cash Flow Analysis
| Year Ended | |||||||||||
| December 31, | December 31, | December 31, | |||||||||
| 2023 | 2022 | 2021 | |||||||||
| Net cash provided by operating activities | $ | 1,030.6 | $ | 885.2 | $ | 993.8 | |||||
| Net cash used in investing activities | $ | (234.3 | ) | $ | (728.6 | ) | $ | (682.0 | ) | ||
| Net cash used in financing activities | $ | (725.6 | ) | $ | (120.9 | ) | $ | (252.1 | ) |
2023 compared to 2022
Net Cash Provided by Operating Activities – Our primary source of liquidity is our cash flow provided by operating activities, which is dependent on the level of net income and changes in working capital. Our net cash provided by operating activities in 2023 increased by $145.4 to $1,030.6 as compared to $885.2 in 2022 due to an improvement in working capital and an increase in cash earnings (net income adjusted for non-cash items) including the impact of recent acquisitions. The improvement in working capital is primarily related to lower investment in inventory in the U.S. as fill rates have improved, lower investment in inventory related to our discretionary brands and higher incentive compensation accruals. We measure working capital effectiveness based on our cash conversion cycle. The following table presents our cash conversion cycle information for the quarters ended December 31, 2023 and 2022:
| As of | |||||||||||
| December 31, 2023 | December 31, 2022 | Change | |||||||||
| Days of sales outstanding in accounts receivable ("DSO") | 29 | 28 | 1 | ||||||||
| Days of inventory outstanding ("DIO") | 70 | 69 | 1 | ||||||||
| Days of accounts payable outstanding ("DPO") | 72 | 78 | 6 | ||||||||
| Cash conversion cycle | 27 | 19 | 8 |
Our cash conversion cycle (defined as the sum of DSO plus DIO less DPO) at December 31, 2023, which is calculated using a two period average method, increased 8 days from the prior year primarily due to a reduction in DPO of 6 days. The reduction in 2023 DPO compared to 2022 is partially driven by our recent acquisitions. We continue to focus on reducing our working capital requirements.
Net Cash Used in Investing Activities – Net cash used in investing activities during 2023 was $234.3, primarily reflecting property, plant and equipment additions of $223.5. Net cash used in investing activities during 2022 was $728.6, primarily reflecting $546.8 for the Hero Acquisition and $178.8 for property, plant and equipment additions.
Net Cash Used in Financing Activities – Net cash used in financing activities during the twelve months of 2023 was $725.6, reflecting $300.1 of treasury stock purchases, $266.5 of cash dividend payments and $270.6 of net debt repayments, partially offset by $111.7 of proceeds from stock option exercises. Net cash used in financing activities during the twelve months of 2022 was $120.9, reflecting $255.0 of cash dividend payments and $12.0 of financing costs, partially offset by $119.9 of net debt borrowings, and $26.2 of proceeds from stock option exercises.
CHURCH & DWIGHT CO., INC AND SUBSIDIARIES
(Dollars in millions, except share and per share data)
OTHER ITEMS
Market risk
Concentration of Risk
A group of four customers accounted for approximately 44% and 42% of consolidated net sales in 2023 and 2022, respectively. A group of three customers accounted for approximately 37% of consolidated net sales in 2021, of which a single customer (Walmart Inc. and its affiliates) accounted for approximately 23%, 24% and 24% in 2023, 2022 and 2021, respectively.
Interest Rate Risk
We had outstanding total debt at December 31, 2023, of $2,406.0, net of debt issuance costs, of which approximately 92% has a fixed weighted average interest rate of 4.1% and the remaining 8% was constituted primarily of the term loan due 2024 with a current rate of approximately 6.2%. From time to time the Company will enter into interest rate lock agreements to hedge the risk of changes in the interest payments attributable to changes in the interest rate associated with anticipated issuances of debt.
Other Market Risks
We are also subject to market risks relating to our diesel and other commodity costs, fluctuations in foreign currency exchange rates, and changes in the market price of the Common Stock. Refer to Note 3 to the Consolidated Financial Statements included in this Annual Report for a discussion of these market risks and the derivatives used to manage the risks associated with changing diesel fuel and other commodity prices, foreign exchange rates and the price of our Common Stock.
I****TEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
This information appears under the heading “Market Risk” in the “Management’s Discussion and Analysis” section. Refer to page 48 of this Annual Report.
I****TEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Management of Church & Dwight Co., Inc. (the “Company”) is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management evaluated the Company’s internal control over financial reporting as of December 31, 2023. In making this assessment, management used the framework established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). As a result of this assessment and based on the criteria in the COSO framework, management has concluded that as of December 31, 2023, the Company’s internal control over financial reporting was effective.
The Company’s independent registered public accounting firm, Deloitte & Touche LLP, has audited the Company’s internal control over financial reporting. Their opinions on the effectiveness of the Company’s internal control over financial reporting and on the Company’s consolidated financial statements and financial statement schedule appear on pages 50 and 52 of this Annual Report on Form 10-K.
| /s/ Matthew T. Farrell | /s/ Richard A. Dierker | |
| Matthew T. Farrell | Richard A. Dierker | |
| President and Chief Executive Officer | Executive Vice President | |
| and Chief Financial Officer | ||
| (Principal Financial Officer) | ||
| February 15, 2024 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of
Church & Dwight Co., Inc.
Ewing, New Jersey
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Church & Dwight Co., Inc. and subsidiaries (the "Company") as of December 31, 2023 and 2022, the related consolidated statements of income, comprehensive income, stockholders' equity, and cash flows, for each of the three years in the period ended December 31, 2023, and the related notes and the schedule listed in the Index at Item 15 (collectively referred to as the “financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with the accounting principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 15, 2024, expressed an unqualified opinion on the Company's internal control over financial reporting.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Trade Names and Other Intangibles, Net – Waterpik and Vitamins – Refer to Notes 1 and 7 to the Consolidated Financial Statements
Critical Audit Matter Description
The Company owns trade names that are considered to have indefinite lives. These trade names are required to be measured periodically for impairment.
The Company’s global Waterpik business has continued to experience a decline in customer demand for many of its products, primarily due to value-branded competitive products and lower consumer spending on discretionary products resulting in part from inflation. As a result, the Waterpik business has experienced declining sales and profits resulting in a reduction in expected future cash flows, eroding a substantial portion of the excess between the fair and carrying value of the trade name. The carrying value of the WATERPIK trade name is $644.7 million and the fair value represented 109% of the carrying value as of October 1, 2023.
The vitamin category continues to experience a softening of growth from higher levels during the COVID-19 pandemic and competition from new category entrants. In addition, residual impacts from previous vitamin-specific supply chain challenges have resulted in reduced shelf space for VITAFUSION and LIL' CRITTERS at certain retailers and consumers switching to competitor’s brands. These factors, along with higher interest rates, have resulted in a reduction in the expected future cash flows which have eroded a substantial portion of the excess
between the fair and carrying value of the trade name. The carrying value of the VITAFUSION and LIL' CRITTERS trade name is $281.3 million and the fair value represented 154% of the carrying value as of October 1, 2023.
Management estimates the fair value of these trade names on a periodic basis based on an “excess earnings” discounted cash flow method. The determination of fair value requires management to make significant estimates and assumptions related to future performance, such as revenue growth rates, as well as the selection of appropriate valuation assumptions, such as discount rates. Changes in these assumptions could have a significant impact on the fair value of the trade names, leading to an impairment.
Given the significant judgments made by management to estimate the trade names’ fair value, performing audit procedures to evaluate the reasonableness of management’s estimates and assumptions related to the revenue growth rates and the selection of the discount rates involved a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to the determination of revenue growth rates and the selection of discount rates for the trade names included the following, among others:
We tested the effectiveness of controls over the account balance, including those over the revenue growth rates and the selection of the discount rates.
We evaluated management’s ability to accurately forecast revenue growth by comparing actual performance to management’s historical forecasts.
We evaluated the reasonableness of management’s forecasted revenue growth by comparing the forecasts to:
–
Historical performance.
–
Internal communications to management and the Board of Directors.
–
Forecasted information included in analyst and industry reports for the Company and certain of its peer companies.
With the assistance of our fair value specialists, we evaluated the reasonableness of the discount rates by:
-
Testing the source information underlying the determination of the discount rates and the mathematical accuracy of the calculation.
-
Developing a range of independent estimates and comparing those to the discount rates selected by management.
/s/ DELOITTE & TOUCHE LLP
Morristown, NJ
February 15, 2024
We have served as the Company's auditor since 1968.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of
Church & Dwight Co., Inc.
Ewing, New Jersey
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of Church & Dwight Co., Inc. and subsidiaries (the "Company") as of December 31, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2023, of the Company and our report dated February 15, 2024, expressed an unqualified opinion on those consolidated financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ DELOITTE & TOUCHE LLP
Morristown, NJ
February 15, 2024
CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES
CONSOL****IDATED STATEMENTS OF INCOME
(In millions, except per share data)
| Year Ended December 31, | ||||||||||||
| 2023 | 2022 | 2021 | ||||||||||
| Net Sales | $ | 5,867.9 | $ | 5,375.6 | $ | 5,190.1 | ||||||
| Cost of sales | 3,279.4 | 3,125.6 | 2,926.6 | |||||||||
| Gross Profit | 2,588.5 | 2,250.0 | 2,263.5 | |||||||||
| Marketing expenses | 641.3 | 535.2 | 577.7 | |||||||||
| Selling, general and administrative expenses | 889.8 | 1,117.0 | 606.7 | |||||||||
| Income from Operations | 1,057.4 | 597.8 | 1,079.1 | |||||||||
| Equity in earnings of affiliates | 8.7 | 12.3 | 9.4 | |||||||||
| Other income (expense), net | 12.2 | 2.8 | (2.3 | ) | ||||||||
| Interest expense | **(**110.9 | ) | (89.6 | ) | (54.5 | ) | ||||||
| Income before Income Taxes | 967.4 | 523.3 | 1,031.7 | |||||||||
| Income taxes | 211.8 | 109.4 | 204.2 | |||||||||
| Net Income | $ | 755.6 | $ | 413.9 | $ | 827.5 | ||||||
| Weighted average shares outstanding - Basic | 244.9 | 242.9 | 244.9 | |||||||||
| Weighted average shares outstanding - Diluted | 247.6 | 246.3 | 249.6 | |||||||||
| Net income per share - Basic | $ | 3.09 | $ | 1.70 | $ | 3.38 | ||||||
| Net income per share - Diluted | $ | 3.05 | $ | 1.68 | $ | 3.32 | ||||||
| Cash dividends per share | $ | 1.09 | $ | 1.05 | $ | 1.01 |
CONSOLIDATED STATEMEN****TS OF COMPREHENSIVE INCOME
(In millions)
| Year Ended December 31, | ||||||||||||
| 2023 | 2022 | 2021 | ||||||||||
| Net Income | $ | 755.6 | $ | 413.9 | $ | 827.5 | ||||||
| Other comprehensive income, net of tax: | ||||||||||||
| Foreign exchange translation adjustments | 8.6 | (16.2 | ) | (3.8 | ) | |||||||
| Defined benefit plan gain (loss) | 2.9 | 2.3 | (0.6 | ) | ||||||||
| Income (loss) from derivative agreements | **(**9.4 | ) | 52.8 | 13.8 | ||||||||
| Other comprehensive income (loss) | 2.1 | 38.9 | 9.4 | |||||||||
| Comprehensive income | $ | 757.7 | $ | 452.8 | $ | 836.9 |
See Notes to Consolidated Financial Statements.
CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES
C****ONSOLIDATED BALANCE SHEETS
(In millions, except share and per share data)
| December 31, | December 31, | |||||||
| 2023 | 2022 | |||||||
| Assets | ||||||||
| Current Assets | ||||||||
| Cash and cash equivalents | $ | 344.5 | $ | 270.3 | ||||
| Accounts receivable, less allowances of $7.3 and $3.5 | 526.9 | 422.0 | ||||||
| Inventories | 613.3 | 646.6 | ||||||
| Other current assets | 45.0 | 57.0 | ||||||
| Total Current Assets | 1,529.7 | 1,395.9 | ||||||
| Property, Plant and Equipment, Net | 927.7 | 761.1 | ||||||
| Equity Investment in Affiliates | 12.0 | 12.7 | ||||||
| Trade Names and Other Intangibles, Net | 3,302.3 | 3,431.6 | ||||||
| Goodwill | 2,431.5 | 2,426.8 | ||||||
| Other Assets | 366.0 | 317.5 | ||||||
| Total Assets | $ | 8,569.2 | $ | 8,345.6 | ||||
| Liabilities and Stockholders' Equity | ||||||||
| Current Liabilities | ||||||||
| Short-term borrowings | $ | 3.9 | $ | 74.0 | ||||
| Current portion of long-term debt | 199.9 | 0.0 | ||||||
| Accounts payable | 630.6 | 666.7 | ||||||
| Accrued expenses and other liabilities | 580.4 | 436.1 | ||||||
| Income taxes payable | 7.2 | 7.0 | ||||||
| Total Current Liabilities | 1,422.0 | 1,183.8 | ||||||
| Long-term Debt | 2,202.2 | 2,599.5 | ||||||
| Deferred Income Taxes | 743.1 | 757.0 | ||||||
| Deferred and Other Long-term Liabilities | 313.7 | 273.4 | ||||||
| Business Acquisition Liabilities | 32.8 | 42.0 | ||||||
| Total Liabilities | 4,713.8 | 4,855.7 | ||||||
| Commitments and Contingencies | ||||||||
| Stockholders' Equity | ||||||||
| Preferred Stock, $1.00 par value, Authorized 2,500,000 shares; none issued | 0.0 | 0.0 | ||||||
| Common Stock, $1.00 par value, Authorized 600,000,000 shares; 293,709,982 shares issued as of December 31, 2023 and 2022 | 293.7 | 293.7 | ||||||
| Additional paid-in capital | 454.8 | 366.2 | ||||||
| Retained earnings | 6,012.3 | 5,524.6 | ||||||
| Accumulated other comprehensive loss | **(**27.2 | ) | (29.3 | ) | ||||
| Common stock in treasury, at cost: 50,557,219 shares as of December 31, 2023 and 49,814,106 shares as of December 31, 2022 | **(**2,878.2 | ) | (2,665.3 | ) | ||||
| Total Stockholders' Equity | 3,855.4 | 3,489.9 | ||||||
| Total Liabilities and Stockholders’ Equity | $ | 8,569.2 | $ | 8,345.6 |
See Notes to Consolidated Financial Statements.
CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES
C****ONSOLIDATED STATEMENTS OF CASH FLOW
(In millions)
| Year Ended December 31, | ||||||||||||
| 2023 | 2022 | 2021 | ||||||||||
| Cash Flow From Operating Activities | ||||||||||||
| Net Income | $ | 755.6 | $ | 413.9 | $ | 827.5 | ||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||||||
| Depreciation expense | 72.8 | 67.0 | 68.4 | |||||||||
| Amortization expense | 152.4 | 152.0 | 150.7 | |||||||||
| Change in fair value of business acquisition liabilities | 0.0 | 0.0 | (98.0 | ) | ||||||||
| Deferred income taxes | **(**13.8 | ) | (117.7 | ) | 20.3 | |||||||
| Flawless impairment | 0.0 | 411.0 | 0.0 | |||||||||
| Equity in net earnings of affiliates | **(**8.7 | ) | (12.3 | ) | (9.4 | ) | ||||||
| Distributions from unconsolidated affiliates | 9.5 | 8.7 | 9.4 | |||||||||
| Non-cash compensation expense | 63.6 | 32.3 | 23.7 | |||||||||
| Asset impairment charge and other asset write-offs | 8.9 | 2.4 | 14.9 | |||||||||
| Other | **(**0.4 | ) | (3.2 | ) | 3.6 | |||||||
| Change in assets and liabilities: | ||||||||||||
| Accounts receivable | **(**97.4 | ) | (5.3 | ) | 2.4 | |||||||
| Inventories | 38.5 | (92.8 | ) | (29.1 | ) | |||||||
| Other current assets | 10.4 | 2.5 | (6.1 | ) | ||||||||
| Accounts payable and accrued expenses | 55.2 | 39.9 | 47.5 | |||||||||
| Income taxes payable | **(**1.8 | ) | 14.4 | (16.0 | ) | |||||||
| Other operating assets and liabilities, net | **(**14.2 | ) | (27.6 | ) | (16.0 | ) | ||||||
| Net Cash Provided By Operating Activities | 1,030.6 | 885.2 | 993.8 | |||||||||
| Cash Flow From Investing Activities | ||||||||||||
| Additions to property, plant and equipment | **(**223.5 | ) | (178.8 | ) | (118.8 | ) | ||||||
| Acquisitions | 0.0 | (546.8 | ) | (556.0 | ) | |||||||
| Other | **(**10.8 | ) | (3.0 | ) | (7.2 | ) | ||||||
| Net Cash Used In Investing Activities | **(**234.3 | ) | (728.6 | ) | (682.0 | ) | ||||||
| Cash Flow From Financing Activities | ||||||||||||
| Long-term debt borrowings | 0.0 | 998.8 | 799.2 | |||||||||
| Long-term debt (repayments) | **(**200.0 | ) | (700.0 | ) | (300.0 | ) | ||||||
| Short-term debt (repayments), net of borrowings | **(**70.6 | ) | (178.9 | ) | (98.5 | ) | ||||||
| Proceeds from stock options exercised | 111.7 | 26.2 | 98.7 | |||||||||
| Payment of cash dividends | **(**266.5 | ) | (255.0 | ) | (247.5 | ) | ||||||
| Purchase of treasury stock | **(**300.1 | ) | 0.0 | (500.0 | ) | |||||||
| Deferred financing and other | **(**0.1 | ) | (12.0 | ) | (4.0 | ) | ||||||
| Net Cash Used In Financing Activities | **(**725.6 | ) | (120.9 | ) | (252.1 | ) | ||||||
| Effect of exchange rate changes on cash and cash equivalents | 3.5 | (6.0 | ) | (2.2 | ) | |||||||
| Net Change In Cash and Cash Equivalents | 74.2 | 29.7 | 57.5 | |||||||||
| Cash and Cash Equivalents at Beginning of Period | 270.3 | 240.6 | 183.1 | |||||||||
| Cash and Cash Equivalents at End of Period | $ | 344.5 | $ | 270.3 | $ | 240.6 |
See Notes to Consolidated Financial Statements.
CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOW-CONTINUED
(In millions)
| Year Ended December 31, | ||||||||||||
| 2023 | 2022 | 2021 | ||||||||||
| Cash paid during the year for: | ||||||||||||
| Interest (net of amounts capitalized) | $ | 111.9 | $ | 86.0 | $ | 51.8 | ||||||
| Income taxes | $ | 228.2 | $ | 213.1 | $ | 202.8 | ||||||
| Supplemental disclosure of non-cash investing activities: | ||||||||||||
| Property, plant and equipment expenditures included in Accounts Payable | $ | 30.7 | $ | 13.7 | $ | 10.7 |
See Notes to Consolidated Financial Statements.
CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES
CONSO****LIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
Years Ended December 31, 2023, 2022 and 2021
(In millions)
| Number of Shares | Amounts | |||||||||||||||||||||||||||||||
| Common Stock | Treasury Stock | Common Stock | Additional Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Treasury Stock | Total Church & Dwight Co., Inc. Stockholders' Equity | |||||||||||||||||||||||||
| December 31, 2020 | 292.8 | (47.4 | ) | $ | 292.8 | $ | 274.4 | $ | 4,786.0 | $ | (77.6 | ) | $ | (2,255.2 | ) | $ | 3,020.4 | |||||||||||||||
| Net income | 0.0 | 0.0 | 0.0 | 0.0 | 827.5 | 0.0 | 0.0 | 827.5 | ||||||||||||||||||||||||
| Other comprehensive income (loss) | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | 9.4 | 0.0 | 9.4 | ||||||||||||||||||||||||
| Cash dividends | 0.0 | 0.0 | 0.0 | 0.0 | (247.5 | ) | 0.0 | 0.0 | (247.5 | ) | ||||||||||||||||||||||
| Stock purchases | 0.0 | (5.7 | ) | 0.0 | 10.0 | 0.0 | 0.0 | (510.0 | ) | (500.0 | ) | |||||||||||||||||||||
| Stock based compensation expense and stock option plan transactions | 0.0 | 2.8 | 0.0 | 25.9 | 0.0 | 0.0 | 97.5 | 123.4 | ||||||||||||||||||||||||
| December 31, 2021 | 292.8 | (50.3 | ) | $ | 292.8 | $ | 310.3 | $ | 5,366.0 | $ | (68.2 | ) | $ | (2,667.7 | ) | $ | 3,233.2 | |||||||||||||||
| Net income | 0.0 | 0.0 | 0.0 | 0.0 | 413.9 | 0.0 | 0.0 | 413.9 | ||||||||||||||||||||||||
| Other comprehensive income (loss) | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | 38.9 | 0.0 | 38.9 | ||||||||||||||||||||||||
| Cash dividends | 0.0 | 0.0 | 0.0 | 0.0 | (255.0 | ) | 0.0 | 0.0 | (255.0 | ) | ||||||||||||||||||||||
| Stock purchases | 0.0 | (0.2 | ) | 0.0 | 20.0 | 0.0 | 0.0 | (20.0 | ) | 0.0 | ||||||||||||||||||||||
| Stock based compensation expense and stock option plan transactions | 0.9 | 0.7 | 0.9 | 35.9 | (0.3 | ) | 0.0 | 22.4 | 58.9 | |||||||||||||||||||||||
| December 31, 2022 | 293.7 | (49.8 | ) | $ | 293.7 | $ | 366.2 | $ | 5,524.6 | $ | (29.3 | ) | $ | (2,665.3 | ) | $ | 3,489.9 | |||||||||||||||
| Net income | 0.0 | 0.0 | 0.0 | 0.0 | 755.6 | 0.0 | 0.0 | 755.6 | ||||||||||||||||||||||||
| Other comprehensive income (loss) | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | 2.1 | 0.0 | 2.1 | ||||||||||||||||||||||||
| Cash dividends | 0.0 | 0.0 | 0.0 | 0.0 | **(**266.5 | ) | 0.0 | 0.0 | **(**266.5 | ) | ||||||||||||||||||||||
| Stock purchases | 0.0 | **(**3.3 | ) | 0.0 | 0.0 | 0.0 | 0.0 | **(**300.1 | ) | **(**300.1 | ) | |||||||||||||||||||||
| Stock based compensation expense and stock option plan transactions | 0.0 | 2.5 | 0.0 | 88.6 | **(**1.4 | ) | 0.0 | 87.2 | 174.4 | |||||||||||||||||||||||
| December 31, 2023 | 293.7 | **(**50.6 | ) | $ | 293.7 | $ | 454.8 | $ | 6,012.3 | $ | **(**27.2 | ) | $ | **(**2,878.2 | ) | $ | 3,855.4 | |||||||||||||||
See Notes to Consolidated Financial Statements.
CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In millions, except share and per share data)
1.
Significant Accounting Policies
Business
The Company, founded in 1846, develops, manufactures and markets a broad range of household, personal care and specialty products focused on animal productivity, chemicals and cleaners. The Company sells its consumer products under a variety of brands through a broad distribution platform that includes supermarkets, mass merchandisers, wholesale clubs, drugstores, convenience stores, home stores, dollar, pet and other specialty stores and websites and other e-commerce channels, all of which sell the products to consumers. The Company also sells specialty products to industrial customers, livestock producers and through distributors.
Basis of Presentation
The accompanying Consolidated Financial Statements are presented in accordance with accounting principles generally accepted in the U.S. (“GAAP”) and include the accounts of the Company and its majority‑owned subsidiaries. For equity investments in which the Company does not control or have the ability to exert significant influence over the investee, which generally is when the Company has less than a 20% ownership interest, the investments are accounted for under the cost method. In circumstances where the Company has greater than a 20% ownership interest and has the ability to exercise significant influence over, but does not control, the investee, the investment is accounted for under the equity method. As a result, the Company accounts for its 50% interest in its Armand Products Company (“Armand”) joint venture and its 50% interest in The ArmaKleen Company (“ArmaKleen”) joint venture under the equity method. Armand and ArmaKleen are specialty chemical businesses. The Company’s equity in earnings of Armand and ArmaKleen are included in the Corporate segment, as described in Note 16.
Use of Estimates
The preparation of financial statements in conformity with GAAP 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, business acquisition liabilities, liabilities related to other postretirement benefit obligations and other matters that affect the reported amounts and other disclosures in the financial statements. These estimates are based on judgment and available information. 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 control of a promised good is transferred to a customer in an amount that reflects the consideration that the Company expects to be entitled to in exchange for that good. This usually occurs when finished goods are delivered to the Company’s customers or when finished goods are picked up by a customer or a customer’s carrier.
a.
Nature of Goods and Services
The Company primarily ships finished goods to its customers and operates in three segments: Consumer Domestic, Consumer International and Specialty Products Division (“SPD”). The segments are based on differences in the nature of products and organizational and ownership structures. The Consumer Domestic and Consumer International segments market a variety of personal care and household products and over-the-counter products, including but not limited to baking soda, cat litter, laundry detergent, condoms, stain removers, hair removal, gummy dietary supplements, dry shampoo, oral care, cold remedy, acne treatment, water flossers and showerheads. The SPD segment focuses on sales to businesses and participates in three product areas: Animal and Food Production, Specialty Chemicals and Specialty Cleaners. The Company’s products are distinct and separately identifiable on customer contracts or invoices, with each product sale representing a separate performance obligation.
The Company sells consumer products under a variety of brands through a broad distribution platform that includes supermarkets, mass merchandisers, wholesale clubs, drugstores, convenience stores, home stores, dollar, pet and other specialty stores and websites and other e-commerce channels, all of which sell its products to consumers. The Company sells its specialty products to industrial customers, livestock producers and through distributors.
Refer to Note 17 for disaggregated revenue information with respect to each of the Company’s segments.
CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(In millions, except share and per share data)
b.
When Performance Obligations are Satisfied
For performance obligations related to the shipping and invoicing of products, control transfers at the point in time upon which finished goods are delivered to the Company’s customers or when finished goods are picked up by a customer or a customer’s carrier. Once a product has been delivered or picked up by the customer, the customer is able to direct the use of, and obtain substantially all of the remaining benefits from, the asset. The Company considers control to have transferred upon delivery or customer receipt because the Company has an enforceable right to payment at that time, the customer has legal title to the asset, the Company has transferred physical possession of the asset, and the customer has significant risk and rewards of ownership of the asset.
c.
Variable Consideration
The Company conducts extensive promotional activities, primarily through the use of off-list discounts, slotting, coupons, cooperative advertising, periodic price reduction arrangements, and end-aisle and other in-store displays. The costs of such activities are netted against sales and are recorded when the related sale takes place. 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 products sold as of the balance sheet date. The Company uses historical trend experience and coupon redemption inputs in arriving at coupon reserve requirements, and uses forecasted appropriations, customer and sales organization inputs, and historical trend analysis in determining the reserves for other promotional activities and sales returns.
d.
Practical Expedients
The Company expenses incremental direct costs of obtaining a contract (broker commissions) when the related sale takes place. These costs are recorded in SG&A expenses in the accompanying consolidated statements of income.
The Company accounts for shipping and handling costs as fulfillment activities which are therefore recognized upon shipment of the goods.
The Company has applied the portfolio approach to all open contracts as they have similar characteristics and can reasonably expect that the effects on the financial statements of applying this guidance to the portfolio of contracts would not differ materially from applying this guidance to the individual contracts within the portfolio.
The Company excludes from its revenue any amounts collected from customers for sales (and similar) taxes.
Sales of Accounts Receivable
The Company entered into a factoring agreement with a financial institution to sell certain customer receivables at discounted rates in 2015. Transactions under this agreement are accounted for as sales of accounts receivable and are removed from the Consolidated Balance Sheet at the time of the sales transaction. The level of customers associated with the Company’s factoring program and the sales performance by those customers has driven the amount factored each year. The total amount factored in each year was $144.2, $211.2, and $181.2 during the years ended December 31, 2023, 2022 and 2021, respectively.
Cost of Sales, Marketing and Selling, General and Administrative Expenses
Cost of sales include costs related to the manufacture and distribution of the Company’s products, including raw material, inbound freight, import duties and tariffs, direct labor (including employee compensation benefits) 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, internal transfer freight costs and plant impairment charges.
Marketing expenses include costs for advertising (excluding the costs of cooperative 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 (“SG&A”) expenses include, among others, costs related to functions such as sales, corporate management, research and development, marketing administration, information technology and legal. Such costs include salary compensation related costs (such as benefits, incentive compensation and profit sharing), stock option costs, depreciation, travel and entertainment related expenses, professional and other consulting fees and amortization of intangible assets.
Foreign Currency Translation
Unrealized gains and losses related to currency translation are recorded in Accumulated Other Comprehensive Income (Loss). Gains and losses on foreign currency transactions are recorded in the Consolidated Statements of Income.
CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(In millions, except share and per share data)
Cash Equivalents
Cash equivalents consist of highly liquid short-term investments and term bank deposits, which mature within three months of their original maturity date.
Inventories
Inventories are valued at the lower of cost or market (net realizable value, which reflects any costs to sell or dispose). The Company identifies any slow moving, obsolete or excess inventory to determine whether an adjustment is required to establish a new carrying value. 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. Estimates as to the future demand used in the valuation of inventory involve judgments regarding the ongoing success of the Company’s products. The Company evaluates its inventory levels and expected usage on a periodic basis and records adjustments as required. Adjustments to reflect inventory at net realizable value were $52.5 at December 31, 2023, and $46.0 at December 31, 2022.
Property, Plant and Equipment
Property, Plant and Equipment (“PP&E”) 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 a period no longer than the respective lease term, except where a lease renewal has been determined to be reasonably assured and failure to renew the lease results in a significant penalty to the Company.
PP&E is reviewed annually and whenever events or changes in circumstances indicate that possible impairment exists. The Company’s impairment review is based on an undiscounted cash flow analysis at the lowest level at which cash flows of the long-lived assets are largely independent of other groups of Company assets and liabilities. 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 to identify idle and underutilized equipment, and reviews business plans for possible impairment. An indication of 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 capitalizes certain costs of developing computer software. Amortization is recorded using the straight‑line method over the estimated useful life of the software, which is estimated to be no longer than 10 years.
Fair Value of Financial Instruments
Certain financial instruments are required to be recorded at fair value. The estimated fair values of such financial instruments (including investment securities and other derivatives) have been determined using market information and generally accepted valuation methodologies. Changes in assumptions or estimation methods could affect the fair value estimates. Other financial instruments, including cash equivalents and short-term debt, are recorded at cost, which approximates fair value. Additional information regarding the Company’s risk management activities, including derivative instruments and hedging activities, are separately disclosed. See Notes 2 and 3.
Goodwill and Other Intangible Assets
The Company has intangible assets of substantial value on its consolidated balance sheet. Intangible assets are generally related to intangible assets with a useful life, indefinite-lived trade names and goodwill. The Company determines whether an intangible asset (other than goodwill) has a useful life based on multiple factors, including how long the Company intends to generate cash flows from the asset.
Carrying values of goodwill and indefinite-lived trade names are reviewed periodically for possible impairment. The Company’s impairment analysis is based on a discounted cash flow approach that requires significant judgment with respect to unit volume, revenue and expense growth rates, and the selection of an appropriate discount rate and royalty rate. Management uses estimates based on expected trends in making these assumptions. With respect to goodwill, impairment occurs when the carrying value of the reporting unit exceeds the discounted present value of cash flows for that reporting unit. For trade names and other intangible assets, an impairment charge is recorded for the difference between the carrying value and the net present value of estimated future cash flows, which represents the estimated fair value of the asset. Judgment is required in assessing whether assets may have become impaired between annual valuations. Indicators such as unexpected adverse economic factors, unanticipated technological change, distribution losses, or competitive activities and acts by governments and courts may indicate that an asset has become impaired. Intangible assets with finite lives are amortized over their estimated
CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(In millions, except share and per share data)
useful lives, which range from 3-20 years, using the straight-line method, and reviewed for impairment when changes in market circumstances occur.
Research and Development
The Company incurred research and development expenses in the amount of $122.4, $110.0 and $105.2 in 2023, 2022 and 2021, respectively. These expenses are included in SG&A expenses and are expensed as incurred.
Earnings Per Share (“EPS”)
Basic EPS is calculated based on income available to holders of the Company’s common stock (“Common Stock”) and the weighted-average number of shares outstanding during the reported period. Diluted EPS includes dilution from potential Common Stock issuable pursuant to the exercise of outstanding stock options. The following table sets forth a reconciliation of the weighted-average number of shares of Common Stock outstanding to the weighted-average number of shares outstanding on a diluted basis:
| 2023 | 2022 | 2021 | |||||||||
| Weighted average common shares outstanding - basic | 244.9 | 242.9 | 244.9 | ||||||||
| Dilutive effect of stock options | 2.7 | 3.4 | 4.7 | ||||||||
| Weighted average common shares outstanding - diluted | 247.6 | 246.3 | 249.6 | ||||||||
| Antidilutive stock options outstanding | 2.6 | 3.0 | 1.6 |
Employee and Director Stock Based Compensation
The fair value of stock-based compensation is determined at the grant date and the related expense is generally recognized over the required employee service period in which the share-based compensation vests. For employees and Directors that meet retirement eligibility requirements, the expense related to stock-based compensation is recognized on the date of grant as there is no service period required to vest in the awards. The following table presents the pre-tax expense associated with the fair value of stock awards included in SG&A expenses and in cost of sales:
| For the Year Ended December 31, | |||||||||||
| 2023 | 2022 | 2021 | |||||||||
| Cost of sales | $ | 3.4 | $ | 2.5 | $ | 3.3 | |||||
| Selling, general and administrative expenses | 61.5 | 30.1 | 22.3 | ||||||||
| Total | $ | 64.9 | $ | 32.6 | $ | 25.6 |
Income Taxes
Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized to reflect the future tax consequences attributable to the differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which the differences are expected to be recovered or settled. Management provides a valuation allowance against deferred tax assets for amounts which are not considered “more likely than not” to be realized. The Company records liabilities for potential assessments in various tax jurisdictions in accordance with GAAP. The liabilities relate to tax return positions that, although supportable by the Company, may be challenged by the tax authorities and do not meet the minimum recognition threshold required under applicable accounting guidance for the related tax benefit to be recognized in the income statement. The Company adjusts this liability as a result of changes in tax legislation, interpretations of laws by courts, rulings by tax authorities, changes in estimates and the expiration of the statute of limitations. Many of the judgments involved in adjusting the liability involve assumptions and estimates that are highly uncertain and subject to change. In this regard, settlement of any issue with, or an adverse determination in litigation against, a taxing authority could require the use of cash and result in an increase in the Company’s annual effective tax rate. Conversely, favorable resolution of an issue with a taxing authority would be recognized as a reduction to the Company’s annual effective tax rate.
Recently Adopted Accounting Pronouncements
In September 2022, the Financial Accounting Standards Board (the "FASB") issued Accounting Standards Update (“ASU”) 2022-04, Liabilities-Supplier Finance Programs (Topic 405-50): Disclosure of Supplier Finance Program Obligations, intended to add certain qualitative and quantitative disclosure requirements for a buyer in a supplier finance program. The amendments require a buyer that uses supplier finance programs to make annual disclosures about the program’s key terms, the balance sheet presentation of related amounts, the
CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(In millions, except share and per share data)
confirmed amount outstanding at the end of the period, and associated rollforward information. Only the amount outstanding at the end of the period must be disclosed in interim periods. The amendments are effective for all entities for fiscal years beginning after December 15, 2022 on a retrospective basis, including interim periods within those fiscal years, except for the requirement to disclose rollforward information, which is effective prospectively for fiscal years beginning after December 15, 2023. The Company has adopted the standard which resulted in additional disclosures. Refer to Note 9.
Recent Accounting Pronouncements Not Yet Adopted
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant expenses. The amendments will require public entities to disclose significant segment expenses that are regularly provided to the chief operating decision maker and included within segment profit and loss. The standard is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted, and will be applied retrospectively to all prior periods presented in the financial statements. The Company is currently evaluating the impact of adoption on our consolidated financial statements and related disclosures.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosure which includes amendments that further expand income tax disclosures, by requiring the disaggregation of information in the rate reconciliation table, and income taxes paid by jurisdiction. The amendments are effective for fiscal years beginning after December 15, 2024, with early adoption permitted, and are to be applied either prospectively or retrospectively. The Company is currently evaluating the impact of adoption on the Company’s related disclosures.
There have been no other accounting pronouncements issued but not yet adopted by the Company which are expected to have a material impact on the Company’s consolidated financial position, results of operations or cash flows.
2.
Fair Value Measurements
Fair Value Hierarchy
Accounting guidance on fair value measurements and disclosures establishes a hierarchy that prioritizes the inputs used to measure fair value (generally, assumptions that market participants would use in pricing an asset or liability) based on the quality and reliability of the information provided by the inputs, as follows:
Level 1: Quoted market prices in active markets for identical assets or liabilities.
Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data.
Level 3: Unobservable inputs that are not corroborated by market data.
Fair Values of Other Financial Instruments
The following table presents the carrying amounts and estimated fair values of the Company’s other financial instruments at December 31, 2023 and 2022:
| December 31, 2023 | December 31, 2022 | ||||||||||||||||
| Input | Carrying | Fair | Carrying | Fair | |||||||||||||
| Level | Amount | Value | Amount | Value | |||||||||||||
| Financial Assets: | |||||||||||||||||
| Cash equivalents | Level 1 | $ | 217.7 | $ | 217.7 | $ | 153.9 | $ | 153.9 | ||||||||
| Financial Liabilities: | |||||||||||||||||
| Short-term borrowings | Level 2 | 3.9 | 3.9 | 74.0 | 74.0 | ||||||||||||
| Term loan due December 22, 2024 | Level 2 | 200.0 | 200.0 | 400.0 | 400.0 | ||||||||||||
| 3.15% Senior notes due August 1, 2027 | Level 2 | 424.8 | 406.9 | 424.8 | 397.3 | ||||||||||||
| 2.3% Senior notes due December 15, 2031 | Level 2 | 399.3 | 338.6 | 399.3 | 321.3 | ||||||||||||
| 5.6% Senior notes due November 15, 2032 | Level 2 | 499.2 | 535.6 | 499.1 | 518.9 | ||||||||||||
| 3.95% Senior notes due August 1, 2047 | Level 2 | 397.7 | 333.7 | 397.6 | 316.7 | ||||||||||||
| 5.0% Senior notes due June 15, 2052 | Level 2 | 499.8 | 498.1 | 499.7 | 464.7 |
The Company recognizes transfers between input levels as of the actual date of the event. There were no transfers between input levels during the twelve months ended December 31, 2023.
CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(In millions, except share and per share data)
The following methods and assumptions were used to estimate the fair value of each class of financial instruments reflected in the Consolidated Balance Sheets:
Cash Equivalents: Cash equivalents consist of highly liquid short-term investments and term bank deposits, which mature within three months. The estimated fair value of the Company’s cash equivalents approximates their carrying value.
Short-Term Borrowings: The carrying amounts of the Company’s unsecured lines of credit and commercial paper issuances approximates fair value because of their short maturities and variable interest rates.
Senior Notes: The Company determines the fair value of its senior notes based on their quoted market value or broker quotes, when possible. In the absence of observable market quotes, the notes are valued using non-binding market consensus prices that the Company seeks to corroborate with observable market data.
Other: The carrying amounts of Accounts Receivable, and Accounts Payable and Accrued Expenses, approximated estimated fair values as of December 31, 2023 and 2022.
3.
Derivative Instruments and Risk Management
Changes in interest rates, foreign exchange rates, the price of the Common Stock and commodity prices expose the Company to market risk. The Company manages these risks by the use of derivative instruments, such as cash flow and fair value hedges, diesel and commodity hedge contracts, equity derivatives and foreign exchange forward contracts. The Company does not use derivatives for trading or speculative purposes.
The Company formally designates and documents qualifying instruments as hedges of underlying exposures when it enters into derivative arrangements. Changes in the fair value of derivatives designated as hedges and qualifying for hedge accounting are recorded in other comprehensive income and reclassified into earnings during the period in which the hedged exposure affects earnings. The Company reviews the effectiveness of its hedging instruments on a quarterly basis. If the Company determines that a derivative instrument is no longer effective in offsetting changes in fair values or cash flows, it recognizes the hedge ineffectiveness in current period earnings and discontinues hedge accounting with respect to the derivative instrument. Changes in the fair value of derivatives not designated as hedges or those not qualifying for hedge accounting are recognized in current period earnings. Upon termination of cash flow hedges, the Company reclassifies gains and losses from accumulated other comprehensive income based on the timing of the underlying cash flows, unless the termination results from the failure of the intended transaction to occur in the expected timeframe. Such untimely transactions require immediate recognition in earnings of gains and losses previously recorded in other comprehensive income.
During 2023 and 2022, the Company used derivative instruments to mitigate risk, some of which were designated as hedging instruments. The tables following the discussion of the derivative instruments below summarize the fair value of the Company’s derivative instruments and the effect of derivative instruments on the Company’s consolidated Statements of Income and on other comprehensive income.
Derivatives Designated as Hedging Instruments
Diesel Fuel Hedges
The Company uses independent freight carriers to deliver its products. The carriers charge the Company a basic rate per mile for diesel fuel. The Company has entered into hedge agreements with counterparties to mitigate the volatility of diesel fuel prices, and not to speculate in the future price of diesel fuel. Under the hedge agreements, the Company agreed to pay a fixed price per gallon of diesel fuel determined at the time the agreements were executed and to receive a floating rate payment that is determined on a monthly basis based on the average price of the Department of Energy’s Diesel Fuel Index during the applicable month and is designed to offset any increase or decrease in fuel costs that the Company pays to it common carriers. The agreements covered approximately 75.0% of the Company’s 2023 diesel fuel requirements. These diesel fuel hedge agreements qualified for hedge accounting. Therefore, changes in the fair value of such agreements are recorded under Accumulated Other Comprehensive Income (Loss) on the Consolidated Balance Sheet.
Foreign Currency
The Company is subject to exposure from fluctuations in foreign currency exchange rates, primarily U.S. Dollar/Euro, U.S. Dollar/ Pound, U.S. Dollar/Canadian Dollar, U.S. Dollar/Mexican Peso, U.S Dollar/Chinese Yuan and U.S. Dollar/Australian Dollar.
The Company enters into forward exchange contracts to reduce the impact of foreign exchange rate fluctuations related to anticipated but not yet committed sales or purchases denominated in U.S. Dollar, Canadian Dollar, Pound, Euro, Mexican Peso, Chinese Yuan, and
CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(In millions, except share and per share data)
Australian Dollar. The Company entered into forward exchange contracts to hedge itself from the risk that, due to fluctuations in currency exchange rates, it would be adversely affected by net cash outflows. The face value of the unexpired contracts as of December 31, 2023 totaled $228.9 in U.S. Dollars, of which $228.9 qualifies as foreign currency cash flow hedges and, therefore, changes in the fair value of the contracts are recorded in Accumulated Other Comprehensive Income (Loss) and reclassified to earnings when the hedged transaction affected earnings.
Interest Rate Lock Agreements
From time to time the Company will enter into interest rate lock agreements to hedge the risk of changes in the interest payments attributable to changes in the interest rates associated with anticipated issuances of debt. The interest rate lock agreements outstanding at December 31, 2021 were settled in the second quarter of 2022 for a loss of $4.2. The Company entered into additional interest rate lock agreements in the third quarter of 2022 which were settled in the fourth quarter of 2022 for a gain of $21.9. These agreements were used to hedge the interest rate risk associated with the first ten years of semi-annual interest payments associated with the Senior Notes due in 2052 and 2032, respectively, and will each be amortized over a ten-year period to interest expense. There were no interest rate lock agreements outstanding as of December 31, 2023 or 2022. The net gain on the settlement of these interest rate lock agreements was included in Accumulated Other Comprehensive Income ("AOCI").
Commodity Hedges
The Company is subject to exposure due to changes in prices of commodities used in production. To limit the effects of fluctuations in the future market price paid and related volatility in cash flows, the Company enters into commodity forward swap contracts. These hedges are designated as cash flow hedges for accounting purposes and, therefore, changes in the fair value of the contracts are recorded in AOCI and reclassified to earnings when the hedged transaction affected earnings. The fair value of these commodity hedge agreements is reflected in the Consolidated Balance Sheet within Other Current Assets and Accounts Payable and Accrued Expenses.
Derivatives not Designated as Hedging Instruments
Equity Derivatives
The Company has entered into equity derivative contracts covering its Common Stock in order to minimize its liability under its Executive Deferred Compensation Plan resulting from changes in the quoted fair values of its Common Stock to participants who have investments under the Plan in a notional Common Stock fund. The contracts are settled in cash. Since the equity derivatives contracts do not qualify for hedge accounting, the Company is required to mark such contracts to market throughout the contract term and record changes in fair value in the consolidated Statements of Income.
The notional amount of a derivative instrument is the nominal or face amount used to calculate payments made on that instrument. Notional amounts are presented in the following table:
| Notional | Notional | ||||||
| Amount | Amount | ||||||
| December 31, 2023 | December 31, 2022 | ||||||
| Derivatives designated as hedging instruments | |||||||
| Foreign exchange contracts | $ | 228.9 | $ | 231.5 | |||
| Diesel fuel contracts | 2.3 gallons | 5.0 gallons | |||||
| Commodities contracts | 59.0 pounds | 26.8 pounds | |||||
| Derivatives not designated as hedging instruments | |||||||
| Foreign exchange contracts | $ | 0.0 | $ | 1.6 | |||
| Equity derivatives | $ | 23.2 | $ | 22.5 |
Excluding the interest rate lock agreements disclosed above, the fair values and amount of gain (loss) recognized in income and other comprehensive income associated with the derivative instruments disclosed above did not have a material impact on the Company’s consolidated financial statements for the periods ended December 31, 2023, 2022, and 2021.
CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
(In millions, except share and per share data)
4.
Inventories
Inventories consist of the following:
| December 31, | December 31, | ||||||
| 2023 | 2022 | ||||||
| Raw materials and supplies | $ | 137.5 | $ | 149.5 | |||
| Work in process | 40.2 | 46.8 | |||||
| Finished goods | 435.6 | 450.3 | |||||
| Total | $ | 613.3 | $ | 646.6 |
5.
Property, Plant and Equipment, Net (“PP&E”)
PP&E consists of the following:
| December 31, | December 31, | ||||||
| 2023 | 2022 | ||||||
| Land | $ | 28.3 | $ | 28.1 | |||
| Buildings and improvements | 317.8 | 299.1 | |||||
| Machinery and equipment | 895.1 | 856.5 | |||||
| Software | 122.6 | 109.1 | |||||
| Office equipment and other assets | 105.2 | 96.9 | |||||
| Construction in progress | 348.4 | 211.5 | |||||
| Gross PP&E | 1,817.4 | 1,601.2 | |||||
| Less accumulated depreciation and amortization | 889.7 | 840.1 | |||||
| Net PP&E | $ | 927.7 | $ | 761.1 |
| For the Year Ended December 31, | |||||||||||
| 2023 | 2022 | 2021 | |||||||||
| Depreciation expense on PP&E | $ | 72.8 | $ | 67.0 | $ | 68.4 |
CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
(In millions, except share and per share data)
6.
Acquisitions
On October 13, 2022, the Company acquired all of the issued and outstanding shares of capital stock of Hero Cosmetics, Inc. ("Hero"), the developer of the HERO® brand which includes MIGHTY PATCH® acne treatment products (the “Hero Acquisition”). The Company paid $546.8, net of cash acquired, at closing, and deferred an additional cash payment of $8.0 for five years to satisfy certain indemnification obligations, if necessary. The Company also issued $61.5 of restricted stock which will be recognized as compensation expense as the vesting requirements for individuals who received the restricted stock, and will continue to be employed by the Company, are satisfied. The vesting requirements are satisfied at various dates over a three-year period from the date of the acquisition. Hero’s annual net sales for the year ended December 31, 2022 were approximately $179.0. The Hero Acquisition was financed with cash on hand and commercial paper borrowings and is managed in the Consumer Domestic and Consumer International segments. In the first quarter of 2023, the Company made a net cash payment of $3.5 primarily associated with final working capital adjustments. In the third quarter of 2023, the Company completed its determination of the acquired tax position of Hero Cosmetics Inc. resulting in a $1.3 adjustment to increase goodwill.
The fair values of the net assets at acquisition are set forth as follows:
| Accounts receivable | $ | 19.5 | |
| Inventory | 25.4 | ||
| Other current assets | 1.2 | ||
| Property, plant and equipment | 0.4 | ||
| Trade name | 400**.0** | ||
| Other intangible assets | 71.9 | ||
| Goodwill | 156.1 | ||
| Accounts payable and accrued expenses | **(**1.1 | ) | |
| Deferred and Other Long-term Liabilities | **(**1.4 | ) | |
| Deferred income taxes | **(**117.2 | ) | |
| Business acquisition liabilities - long-term | **(**8.0 | ) | |
| Cash purchase price (net of cash acquired) | $ | 546.8 |
The trade name and other intangible assets were valued using a discounted cash flow model. The trade name and other intangible assets recognized from the Hero Acquisition have useful lives which range from 10 - 20 years. The goodwill is a result of expected synergies from combined operations of the acquired business and the Company. Pro forma results are not presented because the impact of the acquisition is not material to the Company’s consolidated financial results. The goodwill and other intangible assets associated with the Hero Acquisition are not deductible for U.S. tax purposes.
On December 24, 2021, the Company acquired all of the outstanding equity of Dr. Harold Katz, LLC and HK-IP International, Inc., the owners of the THERABREATH® brand of oral care products (the “TheraBreath Acquisition”). The Company paid $556.0, net of cash acquired, at closing and deferred an additional cash payment of $14.0 related to certain indemnity obligations provided by the seller. The additional amount, to the extent not used in satisfaction of such indemnity obligations, is payable in installments between two and four years from the closing. THERABREATH’s annual net sales for the year ended December 31, 2021 were approximately $100.0. The acquisition was financed by the proceeds from a $400.0 three-year term loan and the Company’s underwritten public offering of $400.0 aggregate principal Senior Notes due on December 15, 2031. The THERABREATH business is managed in the Consumer Domestic and Consumer International segments. In 2022, the Company made net cash payments of $3.8 primarily associated with final working capital adjustments.
The fair values of the net assets at acquisition are set forth as follows:
| Accounts receivable | $ | 11.3 | |
| Inventory | 12.9 | ||
| Trade name (indefinite lived) | 487.0 | ||
| Other intangible assets | 30.1 | ||
| Goodwill | 43.7 | ||
| Accounts payable and accrued expenses | **(**15.0 | ) | |
| Business acquisition liabilities | **(**14.0 | ) | |
| Cash purchase price (net of cash acquired) | $ | 556.0 |
CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
(In millions, except share and per share data)
The trade names and other intangible assets were valued using a discounted cash flow model. The trade name has an indefinite life. The life of the other intangible assets recognized from the TheraBreath Acquisition have useful lives which range from 10 - 20 years. The goodwill is a result of expected synergies from combined operations of the acquired business and the Company. Pro forma results are not presented because the impact of the acquisition is not material to the Company’s consolidated financial results. The goodwill and other intangible assets associated with the TheraBreath Acquisition are deductible for U.S. tax purposes.
7.
Goodwill and Other Intangibles, Net
The Company has intangible assets of substantial value on its consolidated balance sheet. These intangible assets are generally related to intangible assets with a useful life, indefinite-lived trade names and goodwill. The Company determines whether an intangible asset (other than goodwill) has a useful life based on multiple factors, including how long the Company intends to generate cash flows from the asset. These intangible assets are more fully explained in the following sections.
Intangible Assets With a Useful Life
The following table provides information related to the carrying value of amortizable intangible assets:
| December 31, 2023 | December 31, 2022 | ||||||||||||||||||||||||||||||||
| Gross | Amortization | Gross | |||||||||||||||||||||||||||||||
| Carrying | Accumulated | Period | Carrying | Accumulated | |||||||||||||||||||||||||||||
| Amount**(1)** | Amortization**(1)** | Impairments | Net | (Years) | Amount | Amortization | Impairments | Net | |||||||||||||||||||||||||
| Amortizable intangible assets: | |||||||||||||||||||||||||||||||||
| Trade names | $ | 1,385.5 | $ | **(**403.5 | ) | $ | 0.0 | $ | 982.0 | 3-20 | $ | 1,785.8 | $ | (406.2 | ) | $ | **(**319.0 | ) | $ | 1,060.6 | |||||||||||||
| Customer Relationships | 644.9 | **(**373.3 | ) | **(**3.5 | ) | 268.1 | 15-20 | 723.4 | (358.9 | ) | **(**59.3 | ) | 305.2 | ||||||||||||||||||||
| Patents/Formulas | 208.3 | **(**116.1 | ) | **(**1.9 | ) | 90.3 | 4-20 | 251.7 | (114.6 | ) | **(**32.7 | ) | 104.4 | ||||||||||||||||||||
| Total | $ | 2,238.7 | $ | **(**892.9 | ) | $ | **(**5.4 | ) | $ | 1,340.4 | $ | 2,760.9 | $ | (879.7 | ) | $ | **(**411.0 | ) | $ | 1,470.2 |
(1) The gross carrying value of the Flawless intangible assets was reduced by impairment charges and accumulated amortization as of December 31, 2022.
Intangible amortization expense amounted to $124.3 for 2023, $122.4 for 2022 and $120.3 for 2021, respectively. The Company estimates that intangible amortization expense will be approximately $123.0 in 2024 and approximately $122.0 to $92.0 annually over the next five years.
In the fourth quarter of 2022, the Company determined that a review of our ability to recover the carrying values of the global FINISHING TOUCH FLAWLESS intangible assets was necessary based on the discontinuance of certain products at a major retailer. The FINISHING TOUCH FLAWLESS assets consist of the definite-lived trade name, customer relationships and technology assets recorded at acquisition. The Company evaluated our ability to recover the intangible assets by comparing the carrying amount to the future undiscounted cash flows and determined that the cash flows would not be sufficient to recover the carrying value of the assets. After determining the estimated fair value of the assets, which included a reduction in cash flows due to the loss of distribution mentioned above along with an expected continued decline in discretionary consumption and higher interest rates, a non-cash impairment charge of $411.0 was recorded in the fourth quarter of 2022. The impairment charge is included in SG&A with $349.3 recorded in the Consumer Domestic segment and $61.7 recorded in the Consumer International segment. The impairment charge was applied as a full impairment of the customer relationship and technology assets and a partial impairment of the trade name. The remaining net book value of the trade name as of December 31, 2023 is $30.9 and will be amortized over a remaining useful life of two years. The estimated fair value of the intangible assets was determined using the income approach with Level 3 inputs. The Level 3 inputs include the discount rate of 8.5% applied to management’s estimates of future cash flows based on projections of revenue, gross margin, marketing expense and tax rates considering the loss of product distribution and the reduction in customer demand that FINISHING TOUCH FLAWLESS had been experiencing through December 31, 2022. The Company has implemented strategies to address the decline in profitability. However, if unsuccessful, a further decline could trigger a future impairment charge.
The Company’s Passport Food Safety business has experienced sales and profit declines primarily due to decreased demand driven by the COVID-19 pandemic and pressures from new competitive activities resulting from the loss of exclusivity on a key product line. In the fourth quarter of 2021, management’s review of the outlook for the Passport business indicated an assessment of our ability to recover the carrying values of the long-lived assets associated with the business was necessary. That review determined that the estimated future cash flows would not be sufficient to recover the carrying value of the assets resulting in an impairment of the associated trade name and other intangible assets of $11.3 in the fourth quarter of 2021. The charge was recorded in SG&A. In the fourth quarter of 2023, management re-evaluated the outlook for this business and recorded an additional impairment charge of $3.5. The assets have a current net book value of
CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
(In millions, except share and per share data)
$3.3 and are being amortized over their remaining weighted average life of 2 years. The Company is implementing strategies to address the decline in profitability. However, if unsuccessful, a further decline could trigger a future impairment charge.
Indefinite-Lived Intangible Assets
The following table presents the carrying value of indefinite-lived intangible assets:
| December 31, | December 31, | ||||||
| 2023 | 2022 | ||||||
| Trade names | $ | 1,961.9 | $ | 1,961.4 |
The Company’s indefinite-lived intangible impairment review is completed in the fourth quarter of each year.
Fair value for indefinite-lived intangible assets was estimated based on a “relief from royalty” or “excess earnings” discounted cash flow method, which contains numerous variables that are subject to change as business conditions change, and therefore could impact fair values in the future. The key assumptions used in determining fair value are sales growth, profitability margins, tax rates, discount rates and royalty rates. The Company determined that the fair value of all indefinite-lived intangible assets for each of the years in the three-year period ended December 31, 2023 exceeded their respective carrying values based upon the forecasted cash flows and profitability.
CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
(In millions, except share and per share data)
Recently, the Company’s global TROJAN® business has benefited from the successful introduction of new products, such as TROJAN BARESKIN RAW®, which has contributed to expanded distribution resulting in sales growth in 2023 and an improvement in the expected sales growth outlook for this business. While the Company cannot predict future changes in economic or competitive factors that may adversely impact the underlying cash flows used to estimate fair value of the trade name, it believes that the improved growth and profitability outlook for this business has reduced the near-term risk of impairment of the TROJAN trade name. The carrying value of the TROJAN trade name is $176.4 and fair value represented 162% of the carrying value as of October 1, 2023. The key assumptions used in the projections from the Company’s October 1, 2023 impairment analysis include discount rates of 8.5% in the U.S. and 10.0% internationally, revenue assumptions including management’s estimates of the success of new product launches, and an average royalty rate of approximately 10%.
The Company’s global WATERPIK business has continued to experience a significant decline in customer demand for many of its products, primarily due to lower consumer spending for discretionary products from inflation and a growing number of water flosser consumers switching to more value-branded products. Waterpik's profitability has also been impacted by tariffs imposed on its products imported into the United States that were manufactured in China. As a result, the WATERPIK business has experienced declining sales and profits resulting in a reduction in expected future cash flows which have eroded a substantial portion of the excess between the fair and carrying value of the trade name. This indefinite-lived intangible asset may be susceptible to impairment and a continued decline in fair value could trigger a future impairment charge of the WATERPIK trade name. The carrying value of the WATERPIK trade name is $644.7 and fair value represented 109% of the carrying value as of October 1, 2023. The key assumptions used in the projections from the Company’s October 1, 2023 impairment analysis include a discount rate of 8.8%, revenue growth rates between 0% and 4.5% and EBITA margins between 19% and 26%. These assumptions are based on current market conditions, recent trends and management’s expectation of the success of initiatives to lower costs and to develop lower-cost water flosser alternatives as well as improvement in the supply chain. While management has implemented strategies to address the risk, significant changes in operating plans or adverse changes in the future could reduce the underlying cash flows used to estimate fair value.
The vitamin category continues to experience a softening of growth from record high levels during the COVID-19 pandemic and significant product competition coming from new category entrants. The category has grown from about 6 competitors a decade ago to more than 60 of significance in recent years. In addition, residual impacts from previous vitamin-specific supply chain challenges have resulted in reduced shelf space for VITAFUSION and LIL' CRITTERS at certain retailers and consumers switching to competitor’s brands. These factors along with higher interest rates have resulted in a reduction in the expected future cash flows which have eroded a substantial portion of the excess between the fair and carrying value of the trade name. This indefinite-lived intangible asset may be susceptible to impairment and a continued decline in fair value could trigger a future impairment charge of the VITAFUSION and LIL' CRITTERS trade name. The carrying value of the VITAFUSION and LIL' CRITTERS trade name is $281.3 and fair value represented 154% of the carrying value as of October 1, 2023. The key assumptions used in the projections from the Company’s October 1, 2023 impairment analysis include a discount rate of 8.6%, revenue growth rates between 3% and 5% and EBITA margins between 12% and 15%. These assumptions are based on current market conditions, recent trends and management’s expectation of the success of growth initiatives primarily from higher promotional and marketing spend, new product introductions as well as e-Commerce and international expansion. While management has implemented strategies to address the risk, significant changes in operating plans or adverse changes in the future could reduce the underlying cash flows used to estimate fair value.
Goodwill
The changes in the carrying amount of goodwill for the years ended December 31, 2023 and 2022 are as follows:
| Consumer | Consumer | Specialty | |||||||||||||
| Domestic | International | Products | Total | ||||||||||||
| Balance at December 31, 2021 | $ | 1,899.8 | $ | 238.7 | $ | 136.0 | $ | 2,274.5 | |||||||
| TheraBreath adjustment | 0.5 | (4.3 | ) | 0.0 | (3.8 | ) | |||||||||
| Hero acquired goodwill | 156.1 | 0.0 | 0.0 | 156.1 | |||||||||||
| Balance at December 31, 2022 | $ | 2,056.4 | $ | 234.4 | $ | 136.0 | $ | 2,426.8 | |||||||
| Hero Acquisition adjustments | 4.7 | 0.0 | 0.0 | 4.7 | |||||||||||
| Balance at December 31, 2023 | $ | 2,061.1 | $ | 234.4 | $ | 136.0 | $ | 2,431.5 |
The result of the Company’s annual goodwill impairment test, performed in the beginning of the second quarter of 2023, determined that the estimated fair value substantially exceeded the carrying values of all reporting units. The determination of fair value contains numerous variables that are subject to change as business conditions change and therefore could impact fair value in the future.
CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
(In millions, except share and per share data)
8.
Leases
The Company leases certain manufacturing facilities, warehouses, office space, railcars and equipment. Leases with an initial term of twelve months or less are not recorded on the consolidated balance sheet. All recorded leases are classified as operating leases and lease expense is recognized on a straight-line basis over the lease term. For leases beginning in 2019, lease components (base rental costs) are accounted for separately from the nonlease components (e.g., common-area maintenance costs). For leases that do not provide an implicit rate, the Company uses its estimated secured incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments.
A summary of the Company’s lease information is as follows:
| December 31, | December 31, | |||||||
| Classification | 2023 | 2022 | ||||||
| Assets | ||||||||
| Right of use assets | Other Assets | $ | 186.0 | $ | 162.6 | |||
| Liabilities | ||||||||
| Current lease liabilities | Accrued and Other Liabilities | $ | 24.7 | $ | 21.9 | |||
| Long-term lease liabilities | Deferred and Other Long-term Liabilities | 174.9 | 151.9 | |||||
| Total lease liabilities | $ | 199.6 | $ | 173.8 | ||||
| Other information | ||||||||
| Weighted-average remaining lease term (years) | 8.1 | 8.9 | ||||||
| Weighted-average discount rate | 4.5 | % | 4.4 | % |
| Twelve Months | Twelve Months | Twelve Months | ||||||||||||
| Ended | Ended | Ended | ||||||||||||
| December 31, 2023 | December 31, 2022 | December 31, 2021 | ||||||||||||
| Statement of Income | ||||||||||||||
| Lease cost(1) | $ | 31.7 | $ | 31.0 | $ | 32.7 | ||||||||
| Twelve Months | Twelve Months | |||||||||||||
| Ended | Ended | |||||||||||||
| December 31, 2023 | December 31, 2022 | |||||||||||||
| Other information | ||||||||||||||
| Leased assets obtained in exchange for new lease liabilities(2) | $ | 47.2 | $ | 27.9 | ||||||||||
| Cash paid for amounts included in the measurement of lease liabilities | $ | 30.9 | $ | 31.4 |
(1)
Lease expense is included in cost of sales or SG&A expenses based on the nature of the leased item. Short-term lease expense is excluded from this amount and is not material. The Company also has certain variable leases which are not material. The noncash component of lease expense for the twelve months ended December 31, 2023, 2022 and 2021 was $24.3, $24.0 and $25.4, respectively, is included in the amortization caption in the consolidated statement of cash flows.
(2)
Leased assets obtained in exchange for new lease liabilities in 2023 consisted of $40.9 of real estate lease additions and $6.3 of equipment lease additions, net of modifications. These additions included $36.9 for an agreement between the Company and a third-party warehouse provider for warehouse space. Leased assets obtained in exchange for new lease liabilities in 2022 primarily consisted of a contract amendment to one of the Company's international locations, which resulted in an increase to the Company’s right of use assets and corresponding lease liabilities of approximately $8.2 recorded in the third quarter of 2022, and an amendment to its contract at one of its leased manufacturing facilities, which resulted in an increase to the Company’s right of use assets and corresponding lease liabilities of approximately $15.2 recorded in the second quarter of 2022.
CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
(In millions, except share and per share data)
The Company’s minimum annual rentals including reasonably assured renewal options under lease agreements are as follows:
| Operating | ||||
| Leases | ||||
| 2024 | $ | 32.7 | ||
| 2025 | 35.3 | |||
| 2026 | 26.9 | |||
| 2027 | 25.6 | |||
| 2028 | 23.1 | |||
| 2029 and thereafter | 98.5 | |||
| Total future minimum lease commitments | 242.1 | |||
| Less: Imputed interest | (42.5 | ) | ||
| Present value of lease liabilities | $ | 199.6 |
9.
Accounts Payable, Accrued and Other Liabilities
Accounts payable, accrued and other liabilities consist of the following:
| December 31, | December 31, | ||||||
| 2023 | 2022 | ||||||
| Trade accounts payable | $ | 630.6 | $ | 666.7 | |||
| Accrued marketing and promotion costs | 276.7 | 234.4 | |||||
| Accrued wages and related benefit costs | 152.3 | 66.8 | |||||
| Other accrued current liabilities | 151.4 | 134.9 | |||||
| Total | $ | 1,211.0 | $ | 1,102.8 |
In 2015, the Company initiated a Supply Chain Finance program (“SCF Program”). Under the SCF Program, qualifying suppliers may elect to sell their receivables from the Company for early payment. Participating suppliers negotiate their receivables sales arrangements directly with a third party. The Company is not party to those agreements and do not have an economic interest in the suppliers' decisions to sell their receivables and has not been required to pledge any assets as security nor to provide any guarantee to third-party finance providers or intermediaries. The SCF Program may allow suppliers to obtain more favorable terms than they could secure on their own. The terms of the Company's payment obligations are not impacted by a supplier’s participation in the SCF Program. The Company's payment terms with suppliers are consistent between suppliers that elect to participate in the SCF Program and those that do not participate. As a result, the program does not have an impact to the Company's average days outstanding.
As of December 31, 2023, the obligations outstanding related to the SCF program amount to $82.0, recorded within Accounts Payable in the condensed consolidated balance sheets and $387.1 payments included in operating activities within the Company's consolidated statements of cash flows.
CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
(In millions, except share and per share data)
10.
Short-Term Borrowings and Long-Term Debt
Short-term borrowings and long-term debt consist of the following:
| December 31, | December 31, | ||||||
| 2023 | 2022 | ||||||
| Short-term borrowings | |||||||
| Commercial paper issuances | $ | 0.0 | $ | 70.6 | |||
| Various debt due to international banks | 3.9 | 3.4 | |||||
| Total short-term borrowings | $ | 3.9 | $ | 74.0 | |||
| Long-term debt | |||||||
| Term loan due December 22, 2024 | $ | 200.0 | $ | 400.0 | |||
| 3.15% Senior notes due August 1, 2027 | 425.0 | 425.0 | |||||
| Less: Discount | **(**0.2 | ) | (0.2 | ) | |||
| 2.3% Senior notes due December 15, 2031 | 400.0 | 400.0 | |||||
| Less: Discount | **(**0.7 | ) | (0.7 | ) | |||
| 5.6% Senior notes due November 15, 2032 | 500.0 | 500.0 | |||||
| Less: Discount | **(**0.8 | ) | (0.9 | ) | |||
| 3.95% Senior notes due August 1, 2047 | 400.0 | 400.0 | |||||
| Less: Discount | **(**2.3 | ) | (2.4 | ) | |||
| 5.0% Senior notes due June 15, 2052 | 500.0 | 500.0 | |||||
| Less: Discount | **(**0.2 | ) | (0.3 | ) | |||
| Debt issuance costs, net | **(**18.7 | ) | (21.0 | ) | |||
| Total long-term debt | 2,402.1 | 2,599.5 | |||||
| Less: Current maturities | **(**199.9 | ) | 0.0 | ||||
| Net long-term debt | $ | 2,202.2 | $ | 2,599.5 |
Commercial Paper
Under the Company’s commercial paper program, the Company may issue commercial paper notes up to an aggregate principal amount outstanding at any given time of $1,500.0. The maturities of the notes will vary but may not exceed 397 days. The interest rates on the notes will vary based on market conditions and the ratings assigned to the notes by the rating agencies designated in the agreement at the time of issuance. Subject to market conditions, the Company intends to utilize the commercial paper program as its primary short-term borrowing facility. If, for any reason, the Company is unable to access the commercial paper market, the Company's Revolving Credit Facility would be utilized to meet the Company’s short-term liquidity needs. The Company did not have any commercial paper outstanding as of December 31, 2023 and had $70.6 of commercial paper outstanding as of December 31, 2022 with a weighted-average interest rate of approximately 4.0%. As of December 31, 2023, the Company had approximately $1,495.0 available through the Revolving Credit Facility and commercial paper program.
December 22, 2024 Term Loan
On December 22, 2021, the Company entered into a $400.0 unsecured term loan facility (as amended on June 16, 2022, the “Term Loan Facility”) with various banks. The loan under the Term Loan Facility (the "Term Loan") was fully drawn at closing. Unless prepaid, the Term Loan is due on December 22, 2024. The interest rate is the Secured Overnight Financing Rate (“SOFR”) plus a spread and an applicable margin based on the Company’s credit rating, which can range from 60 basis points to 125 bps. The proceeds of the Loan were used to partially fund the TheraBreath Acquisition, with the remaining proceeds used for the repayment of commercial paper. In 2023, the Company repaid $200.0 of the Term Loan with cash on hand and commercial paper borrowings. In January 2024, the Company repaid an additional $100.0 of the Term Loan with cash on hand.
The Term Loan Facility also contains customary events of default, including failure to make certain payments under the Term Loan Facility when due, breach of covenants, materially incorrect representations and warranties, default on other material indebtedness, events of bankruptcy, material adverse judgments, certain events relating to pension plans, the failure of any of the loan documents to remain in full force and effect and the occurrence of any change in control with respect to the Company.
CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
(In millions, except share and per share data)
3.15% Senior Notes due August 1, 2027
On July 25, 2017, the Company issued $425.0 aggregate principal amount of 3.15% Senior Notes due 2027 (the “2027 Notes”). The 2027 Notes bear interest at 3.15%. Interest on the 2027 Notes is payable semi-annually, on each February 1 and August 1. The 2027 Notes will mature on August 1, 2027 unless earlier retired or redeemed.
2.3% Senior Notes due December 15, 2031
The Company financed the TheraBreath Acquisition with a portion of the proceeds from an underwritten public offering of $400.0 aggregate principal amount Senior Notes due 2031 (the “2031 Notes”). The 2031 Notes bear interest at 2.30%. Interest on the 2031 Notes is payable semi-annually, on each June 15 and December 15. The 2031 Notes will mature on December 15, 2031, unless earlier retired or redeemed.
5.6% Senior Notes due November 15, 2032
On October 31, 2022, the Company issued $500.0 aggregate principal amount of 5.60% Senior Notes due 2032 (the “2032 Notes”). The proceeds from the sale of the 2032 Notes were used to repay commercial paper borrowings incurred to finance the Company’s acquisition of Hero Cosmetics, Inc. The 2032 Notes will mature on November 15, 2032, unless earlier retired or redeemed.
3.95% Senior Notes due August 1, 2047
On July 25, 2017, the Company issued $400.0 aggregate principal amount of 3.95% Senior Notes due August 1, 2047 (the “2047 Notes”) to partially finance the Waterpik Acquisition and repay a portion of the Company’s outstanding commercial paper borrowings. The 2047 Notes bear interest at 3.95%. Interest on the 2047 Notes is payable semi-annually, on each February 1 and August 1. The 2047 Notes will mature on August 1, 2047, unless earlier retired or redeemed.
5.0% Senior Notes due June 15, 2052
On June 2, 2022, the Company issued $500.0 aggregate principal amount of 5.00% Senior Notes due 2052 (the “2052 Notes”). In July 2022 a portion of the proceeds from the sale of the Notes were used to repay all of the Company's outstanding $300.0 2.45% Senior Notes due August 1, 2022. The remaining proceeds were used to pay a portion of the Company's $400.0 outstanding 2.875% Senior Notes due October 1, 2022. The 2052 Notes will mature on June 15, 2052, unless earlier retired.
Revolving Credit Facility
On June 16, 2022, the Company entered into a $1,500 Credit Agreement providing for a revolving credit facility (the “Revolving Credit Facility”). The Revolving Credit Facility matures on June 16, 2027, unless extended. Prior to the maturity date, the Company may request a one-year extension of the facility (not to exceed a total of two years beyond the initial maturity date). We have the ability to increase our borrowing up to an additional $750.0, subject to lender commitments and certain conditions as described in the Credit Agreement. Borrowings under the Credit Agreement are available for general corporate purposes and are used to support our $1,500.0 commercial paper program.
The Revolving Credit Facility also contains customary events of default, including failure to make certain payments under the Term Loan Facility when due beyond the grace period, event of default on other material indebtedness, breach of covenants, materially incorrect representations and warranties, events of bankruptcy, material adverse judgments, certain events relating to pension plans, the failure of any of the loan documents to remain in full force and effect and the occurrence of any change in control with respect to the Company.
11.
Income Taxes
The components of income before taxes are as follows:
| 2023 | 2022 | 2021 | ||||||||||
| Domestic | $ | 872.4 | $ | 447.1 | $ | 958.6 | ||||||
| Foreign | 95.0 | 76.2 | 73.1 | |||||||||
| Total | $ | 967.4 | $ | 523.3 | $ | 1,031.7 |
CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
(In millions, except share and per share data)
The following table summarizes the provision for U.S. federal, state and foreign income taxes:
| 2023 | 2022 | 2021 | ||||||||||
| Current: | ||||||||||||
| U.S. federal | $ | 159.1 | $ | 162.0 | $ | 130.6 | ||||||
| State | 40.9 | 44.8 | 34.1 | |||||||||
| Foreign | 25.6 | 20.3 | 19.2 | |||||||||
| 225.6 | 227.1 | 183.9 | ||||||||||
| Deferred: | ||||||||||||
| U.S. federal | **(**11.3 | ) | (78.8 | ) | 16.5 | |||||||
| State | **(**2.8 | ) | (38.3 | ) | 4.5 | |||||||
| Foreign | 0.3 | (0.6 | ) | (0.7 | ) | |||||||
| **(**13.8 | ) | (117.7 | ) | 20.3 | ||||||||
| Total provision | $ | 211.8 | $ | 109.4 | $ | 204.2 |
Deferred tax assets (liabilities) consist of the following at December 31, 2023 and 2022:
| 2023 | 2022 | |||||||
| Deferred tax assets: | ||||||||
| Accounts receivable | $ | 10.1 | $ | 8.9 | ||||
| Deferred compensation | 50.7 | 46.9 | ||||||
| Pension, postretirement and postemployment benefits | 4.8 | 5.0 | ||||||
| Inventory reserve | 9.0 | 8.8 | ||||||
| Sec 174 R&D Capitalization | 41.9 | 22.0 | ||||||
| Tax credit carryforwards/other tax attributes | 2.6 | 2.8 | ||||||
| International operating loss carryforwards | 9.0 | 8.8 | ||||||
| Other | 9.9 | 7.3 | ||||||
| Total gross deferred tax assets | 138.0 | 110.5 | ||||||
| Valuation allowances | **(**9.8 | ) | (9.4 | ) | ||||
| Total deferred tax assets | 128.2 | 101.1 | ||||||
| Deferred tax liabilities: | ||||||||
| Goodwill | **(**285.7 | ) | (272.1 | ) | ||||
| Trade names and other intangibles | **(**496.3 | ) | (504.5 | ) | ||||
| Property, plant and equipment | **(**81.1 | ) | (74.2 | ) | ||||
| Interest rate swaps | **(**4.1 | ) | (4.5 | ) | ||||
| Total deferred tax liabilities | **(**867.2 | ) | (855.3 | ) | ||||
| Net deferred tax liability | $ | **(**739.0 | ) | $ | (754.2 | ) | ||
| Long term net deferred tax asset | 4.1 | 2.8 | ||||||
| Long term net deferred tax liability | **(**743.1 | ) | (757.0 | ) | ||||
| Net deferred tax liability | $ | **(**739.0 | ) | $ | (754.2 | ) |
CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
(In millions, except share and per share data)
The difference between tax expense and the tax that would result from the application of the federal statutory rate is as follows:
| 2023 | 2022 | 2021 | ||||||||||
| Statutory rate | 21 | % | 21 | % | 21 | % | ||||||
| Tax that would result from use of the federal statutory rate | $ | 203.1 | $ | 109.9 | $ | 216.6 | ||||||
| State and local income tax, net of federal effect | 30.1 | 5.2 | 30.5 | |||||||||
| Varying tax rates of foreign affiliates | 6.8 | 2.9 | 2.6 | |||||||||
| Valuation Allowances | 0.0 | (4.1 | ) | (8.5 | ) | |||||||
| Stock Options Exercised | **(**21.8 | ) | (5.2 | ) | (29.0 | ) | ||||||
| Reserve for Uncertain Tax Position | **(**0.3 | ) | (0.9 | ) | 0.0 | |||||||
| Other | **(**6.1 | ) | 1.6 | (8.0 | ) | |||||||
| Recorded tax expense | $ | 211.8 | $ | 109.4 | $ | 204.2 | ||||||
| Effective tax rate | 21.9 | % | 20.9 | % | 19.8 | % |
At December 31, 2023, certain foreign subsidiaries of the Company had net operating loss carryforwards of approximately $9.0. The net operating loss carryforwards are not subject to expiration. The Company believes that it is more likely than not that the benefit from these net operating loss carryforwards will not be realized. In recognition of this risk, the Company has provided a valuation allowance of $9.0 and $8.9 at December 31, 2023 and 2022, respectively, on the deferred tax asset relating to these net operating loss carryforwards.
The Company also believes that it is more likely than not that the benefit from certain additional deferred tax assets of a foreign subsidiary will not be realized. In recognition of this risk, the Company maintains a valuation allowance of $0.8 and $0.5 at December 31, 2023 and 2022, respectively, on these deferred tax assets.
As of December 31, 2020 the Company maintained a valuation allowance of $12.6 relating to certain foreign tax credit carryforwards. During 2021, the Company determined that it was able to utilize approximately $8.5 in foreign tax credits in 2018, 2019, and 2020, resulting in a reduction in the valuation allowance, and a corresponding tax benefit. Accordingly, the Company filed amended returns with the Internal Revenue Service claiming refunds for 2018 and 2019, totaling $6.5, and utilized $2.0 of foreign tax credits in 2020. During 2022, the Company determined that it was able to utilize the remaining foreign tax credit carryforwards in 2022 and future years. This resulted in a reduction of the remaining valuation allowance and a corresponding tax benefit of approximately $4.0. The Company has received the refunds related to 2018 and 2019. The Company does not have any undistributed earnings of foreign subsidiaries that are considered to be indefinitely reinvested outside of the U.S.
The Company has recorded liabilities in connection with uncertain tax positions, which, although supportable by the Company, may be challenged by tax authorities.
A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:
| 2023 | 2022 | 2021 | ||||||||||
| Unrecognized tax benefits at January 1 | $ | 5.8 | $ | 4.7 | $ | 7.3 | ||||||
| Gross increases - tax positions in current period | 0.0 | 2.4 | 0.3 | |||||||||
| Gross increases - tax positions in prior period | 0.0 | 0.0 | 0.8 | |||||||||
| Gross decreases - tax positions in prior period | 0.0 | (0.1 | ) | 0.0 | ||||||||
| Decreases due to settlements and payments | 0.0 | 0.0 | 0.0 | |||||||||
| Lapse of statute of limitations | **(**0.7 | ) | (1.2 | ) | (3.7 | ) | ||||||
| Unrecognized tax benefits at December 31 | $ | 5.1 | $ | 5.8 | $ | 4.7 |
Included in the balance of unrecognized tax benefits at December 31, 2023, 2022 and 2021 are $4.2, $4.8 and $4.1, respectively, of tax benefits that, if recognized, would affect the effective tax rate. Also included in the balance of unrecognized tax benefits at December 31, 2023, 2022 and 2021 are $0.9, $1.0 and $0.6, respectively, of tax benefits that, if recognized, would result in adjustments to deferred taxes.
The Company is subject to U.S. federal income tax as well as income tax in multiple state and international jurisdictions. The Company’s U.S. federal income tax returns are closed for tax years through 2019. The Company is currently under audit by several state taxing authorities for the years 2017 through 2021. It is reasonably possible that a decrease of approximately $0.5 in the unrecognized tax benefits may occur within the next twelve months related to the settlement of these audits or the lapse of applicable statutes of limitations.
CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
(In millions, except share and per share data)
The Company’s policy for recording interest associated with income tax examinations is to record interest as a component of Income before Income Taxes. During the twelve months ended December 31, 2023, 2022, and 2021, the Company recognized interest expense associated with uncertain tax positions of approximately $0.3, $0.1 and $0.5, respectively. As of December 31, 2023, 2022, and 2021, the Company had accrued interest expense related to unrecognized tax benefits of $0.9, $0.7 and $0.5, respectively.
On August 16, 2022, President Biden signed into law the Inflation Reduction Act of 2022 (the “Act”), which contains provisions effective January 1, 2023, including a 15% corporate minimum tax and a 1% excise tax on stock buybacks. The law did not have any material impacts on the Company's consolidated financial position, results of operations or cash flows during the year ended December 31, 2023.
12.
Stock Based Compensation Plans and Other Benefit Plans
In the first quarter of 2023, the Company updated its Long-Term Incentive Program (“LTIP”) to provide employees with an award of stock options and initial grants of restricted stock units (“RSUs”), and made an initial grant of performance share units ("PSUs") to members of the Company's Executive Leadership Team ("ELT"). In connection with this update, the awards, which were granted in the second quarter in previous years, were granted in the first quarter of 2023 and are expected to be granted in the first quarter in subsequent years. The Company recognizes the grant-date fair value for each of these awards, less estimated forfeitures, as compensation expense ratably over the vesting period. For employees and Directors that meet retirement eligibility requirements, the expense related to share-based compensation is recognized on the date of grant as there is no future service period required to vest in the awards.
Stock Options
The Company has non-qualified options outstanding under the LTIP. Stock options outstanding are issued at market value on the date of grant, vest on the third anniversary of the date of grant and must be exercised within 10 years of the date of grant.
However, upon a participant’s termination of employment (other than termination for cause, death, disability or retirement), a participant will generally have 30 days (90 days for grants made after May 13, 2022) to exercise any vested stock options, subject to specified conditions. If, upon termination of a participant’s employment (other than a termination for cause), a participant is at least 55 years old, has at least five years of service, and the sum of the participant’s age and years of service is at least 65, the participant may exercise any vested stock options granted between 2007 through 2017 within a period of three years from the date of termination or, if earlier, the date such stock options otherwise would have expired, subject to specified conditions. Starting with stock options granted in 2018, a terminated employee who meets the above conditions may exercise any stock options until the date such stock options otherwise would have expired, subject to specified conditions. Issuances of Common Stock to satisfy employee stock option exercises currently are made from treasury stock.
Stock option transactions for the year ended December 31, 2023 were as follows:
| Weighted | |||||||||||||||
| Weighted | Average | ||||||||||||||
| Average | Remaining | Aggregate | |||||||||||||
| Exercise | Contractual | Intrinsic | |||||||||||||
| Options | Price | Term | Value | ||||||||||||
| Outstanding as of December 31, 2022 | 11.9 | $ | 62.64 | ||||||||||||
| Granted | 1.0 | 83.64 | |||||||||||||
| Exercised | (2.5 | ) | 44.72 | ||||||||||||
| Cancelled | (0.2 | ) | 81.33 | ||||||||||||
| Outstanding as of December 31, 2023 | 10.2 | $ | 68.77 | 5.8 | $ | 265.1 | |||||||||
| Exercisable as of December 31, 2023 | 6.4 | $ | 59.26 | 4.3 | $ | 226.4 |
CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
(In millions, except share and per share data)
The following table summarizes information relating to options outstanding and exercisable as of December 31, 2023:
| Options Outstanding | Options Exercisable | |||||||||||||||||||
| Weighted | Weighted | Weighted | ||||||||||||||||||
| Outstanding | Average | Average | Exercisable | Average | ||||||||||||||||
| Range of | as of | Remaining | Exercise | as of | Exercise | |||||||||||||||
| Exercise Prices | 12/31/2023 | Contractual Life | Price | 12/31/2023 | Price | |||||||||||||||
| $30.01 - $40.00 | 0.2 | 0.5 | $ | 34.81 | 0.2 | $ | 34.81 | |||||||||||||
| $40.01 - $50.00 | 1.3 | 2.1 | $ | 44.25 | 1.3 | $ | 44.25 | |||||||||||||
| $50.01 - $60.00 | 2.3 | 4.0 | $ | 51.85 | 2.3 | $ | 51.85 | |||||||||||||
| $60.01 - $70.00 | 0.0 | 0.0 | $ | 0.0 | 0.0 | $ | 0.0 | |||||||||||||
| $70.01 - $80.00 | 2.5 | 6.0 | $ | 75.33 | 2.5 | $ | 75.33 | |||||||||||||
| $80.01 - $90.00 | 3.8 | 8.3 | $ | 84.35 | 0.0 | $ | 0.0 | |||||||||||||
| $90.01 - $100.00 | 0.1 | 8.1 | $ | 94.13 | 0.1 | $ | 90.83 | |||||||||||||
| 10.2 | 5.8 | $ | 68.77 | 6.4 | $ | 59.26 |
The table above represents the Company’s estimate of stock options fully vested and expected to vest. Expected forfeitures are not material and, therefore, are not reflected in the table above.
The following table provides information regarding the intrinsic value of stock options exercised and stock compensation expense related to stock option awards:
| 2023 | 2022 | 2021 | |||||||||
| Intrinsic Value of Stock Options Exercised | $ | 125.5 | $ | 32.1 | $ | 157.3 | |||||
| Stock Compensation Expense Related to Stock Option Awards | $ | 26.3 | $ | 25.7 | $ | 23.3 | |||||
| Issued Stock Options | 1.0 | 1.6 | 1.5 | ||||||||
| Weighted Average Fair Value of Stock Options issued (per share) | $ | 24.06 | $ | 21.50 | $ | 17.32 | |||||
| Fair Value of Stock Options Issued | $ | 24.9 | $ | 33.6 | $ | 26.6 |
The following table provides a summary of the assumptions used in the valuation of issued stock options:
| 2023 | 2022 | 2021 | |||||||||
| Risk-free interest rate | 4.0 | % | 2.9 | % | 1.3 | % | |||||
| Expected life in years | 7.3 | 7.1 | 7.2 | ||||||||
| Expected volatility | 22.4 | % | 21.7 | % | 20.7 | % | |||||
| Dividend yield | 1.3 | % | 1.2 | % | 1.2 | % |
The fair value of stock options is based upon the Black Scholes option pricing model. The Company determined the stock options’ lives based on historical exercise behavior and their expected volatility and dividend yield based on the historical changes in stock price and dividend payments. The risk-free interest rate is based on the yield of an applicable term Treasury instrument.
As of December 31, 2023, there was a fair value of $19.1 related to unamortized stock option compensation expense, which is expected to be recognized over the next three years. The Company’s Consolidated Statements of Cash Flow reflect an add back related to stock option awards of $26.3, $25.7 and $23.3 in 2023, 2022 and 2021, respectively, for non-cash compensation expense.
Restricted Stock Units
The Company granted employees 120,080 RSUs with a total fair value of $10.4 at a weighted average grant date fair value of $86.20 per RSU during the year ended December 31, 2023. The annual RSU grants vest one-third on each of the first, second and third anniversaries of the grant date, subject to the recipient’s continued employment with the Company from the grant date through the applicable vesting date, and are settled with shares of the Company’s Common Stock within 60 days following the applicable vesting date.
Additionally, in connection with the Hero Acquisition (see Note 6), 854,882 shares of restricted stock were issued in October 2022 with a total fair value of $61.5. The restricted stock will be recognized as compensation expense as the stock is subject to vesting requirements for individuals who received the restricted stock and will continue to be employed by the Company. The vesting requirements are satisfied at various dates over a three-year period from the date of the acquisition. The restricted stock expense associated with the Hero Acquisition for
CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
(In millions, except share and per share data)
the twelve months ended December 31, 2023 and 2022 was $29.2 and $6.0, respectively, and is included in the non-cash compensation expense caption in the consolidated statement of cash flows.
In January 2021, the Company issued cash-settled stock units under the Omnibus Equity Plan to all employees at the level of vice president and below. These restricted stock units are scheduled to vest and be settled on the third anniversary of the date of grant, subject to continued employment through such date.
As a result of the issued cash-settled stock units, the Company recorded stock compensation expense of $1.3, $0.3 and $1.9 in 2023, 2022 and 2021, respectively. The liability was approximately $3.5 and $2.2 as of December 31, 2023 and 2022, respectively.
Performance Stock Units
In the first quarter of 2023, the Company granted PSUs to members of the ELT including the CEO, with an aggregate award fair value equal to $2.2. 19,650 PSUs were issued at a weighted average grant date fair value equal to $110.95 per PSU using a Monte Carlo model. The performance target is based on the Company's total shareholder return ("TSR") relative to a Company selected peer group. The PSUs vest on the later of (i) the third anniversary of the grant date, and (ii) the date that the Compensation & Human Capital Committee certifies the achievement of the applicable performance goals, in each case, subject to the recipient’s continued employment with the Company from the grant date through the vesting date. The number of shares that may be issued ranges from 0% to 200% based on relative TSR during the three-year performance period. Vested PSUs will be settled into shares of the Company’s Common Stock, if at all, within 60 days following the vesting date.
Other Benefit Plans
Deferred Compensation Plans
The Company maintains a non-qualified deferred compensation plan under which certain members of management are eligible to defer a maximum of 85% of their regular compensation (i.e., salary) and, in general, up to 85% of their incentive bonus. As of January 1, 2024, the limit was decreased from 85% to a maximum of 70% for both regular compensation and incentive bonus. The amounts deferred under this plan are credited with earnings or losses based upon changes in values of notional investments selected by the plan participant. The investment options available include notional investments in various stock, bond and money market funds as well as the Company’s Common Stock. Each plan participant is fully vested in the amounts the participant defers. The plan permits the Company to make profit sharing contributions that cannot otherwise be contributed to the qualified savings and profit-sharing plan due to limitations established by the Internal Revenue Service. These contributions vest under the same vesting schedule applicable to the qualified plan.
The liability to plan participants for contributions designated for notional investment in Common Stock is based on the quoted fair value of the Common Stock plus any dividends credited. The Company uses cash-settled hedging instruments to minimize the cost related to the volatility of Common Stock. At December 31, 2023 and 2022, the amount of the Company’s liability under the deferred compensation plan is included in Current and Deferred and Other Long-term Liabilities and was $118.2 and $105.8, respectively and the funded balances recorded in Other Assets amounted to $112.9 and $92.6, respectively. The amounts charged to earnings, including the effect of the hedges, totaled expense of $3.7, $1.2 and $2.2 in 2023, 2022 and 2021, respectively.
Non-employee members of the Company’s Board are eligible to defer up to 100% of their directors’ compensation into a similar plan; however, the only option for investment is Common Stock. Members of the Board are fully vested in their account balance. As of December 31, 2023, there were approximately 109,000 shares of Common Stock from shares held as Treasury Stock in a rabbi trust to protect the interest of the directors’ deferred compensation plan participants in the event of a change of control.
13.
Share Repurchases
On November 1, 2017, the Board authorized a share repurchase program, under which the Company may repurchase up to $500.0 in shares of Common Stock (the “2017 Share Repurchase Program”).
In August 2021, the Company executed an agreement to purchase up to $200.0 of its Common Stock through October 31, 2021. The Company purchased 1.6 million shares for approximately $130.0 through October, inclusive of fees, all of which was purchased under the 2017 Share Repurchase Program.
On October 28, 2021, the Board authorized a new share repurchase program, under which the Company may repurchase up to $1,000.0 in shares of Common Stock (the “2021 Share Repurchase Program”). The 2021 Share Repurchase Program does not have an expiration and
CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
(In millions, except share and per share data)
replaced the 2017 Share Repurchase Program. All remaining dollars authorized for repurchase under the 2017 Share Repurchase Plan have been cancelled. The 2021 Share Repurchase Program did not modify the Company’s evergreen share repurchase program, authorized by the Board on January 29, 2014, under which the Company may repurchase, from time to time, Common Stock to reduce or eliminate dilution associated with issuances of Common Stock under its incentive plans.
In December 2021, the Company executed open market purchases of 1.8 million shares for $170.3, inclusive of fees, of which $100.0 was purchased under the evergreen share repurchase program and $70.3 was purchased under the 2021 Share Repurchase Program. In December 2021, the Company also entered into an accelerated share repurchase ("ASR") contract with a commercial bank to purchase Common Stock. The Company paid $200.0 to the bank, inclusive of fees, and received an initial delivery of shares equal to $180.0, or 1.8 million shares. The Company used cash on hand and short-term borrowings to fund the initial purchase price. Upon the completion of the ASR, which ended in February 2022, the bank delivered an additional 0.2 million shares to the Company. The final shares delivered to the Company were determined by the average price per share paid by the bank during the purchase period. All 2.0 million shares were purchased under the 2021 Share Repurchase Program.
In November 2023, the Company executed an agreement to purchase 3.3 million shares for $300.1, inclusive of fees, of which $229.3 was purchased under the evergreen share repurchase program and $70.8 was purchased under the 2021 Share Repurchase Program.
As a result of the Company’s stock repurchases, there remains $658.9 of share repurchase availability under the 2021 Share Repurchase Program as of December 31, 2023.
14.
Accumulated Other Comprehensive Income (Loss)
Comprehensive income is defined as net income and other changes in stockholders’ equity from transactions and other events from sources other than stockholders.
The components of changes in accumulated other comprehensive income (“AOCI”) are as follows:
| Accumulated | |||||||||||||||
| Foreign | Defined | Other | |||||||||||||
| Currency | Benefit | Derivative | Comprehensive | ||||||||||||
| Adjustments | Plans | Agreements | Income (Loss) | ||||||||||||
| Balance December 31, 2020 | $ | (26.4 | ) | $ | 0.0 | $ | (51.2 | ) | $ | (77.6 | ) | ||||
| Other comprehensive income before reclassifications | (3.8 | ) | (0.8 | ) | 26.7 | 22.1 | |||||||||
| Amounts reclassified to consolidated statement of income(a) | 0.0 | 0.0 | (8.2 | ) | (8.2 | ) | |||||||||
| Tax benefit (expense) | 0.0 | 0.2 | (4.7 | ) | (4.5 | ) | |||||||||
| Other comprehensive income (loss) | (3.8 | ) | (0.6 | ) | 13.8 | 9.4 | |||||||||
| Balance December 31, 2021 | $ | (30.2 | ) | $ | (0.6 | ) | $ | (37.4 | ) | $ | (68.2 | ) | |||
| Other comprehensive income (loss) before reclassifications | (16.2 | ) | 3.1 | 72.6 | 59.5 | ||||||||||
| Amounts reclassified to consolidated statement of income(a) | 0.0 | 0.0 | (2.5 | ) | (2.5 | ) | |||||||||
| Tax benefit (expense) | 0.0 | (0.8 | ) | (17.3 | ) | (18.1 | ) | ||||||||
| Other comprehensive income (loss) | (16.2 | ) | 2.3 | 52.8 | 38.9 | ||||||||||
| Balance December 31, 2022 | $ | (46.4 | ) | $ | 1.7 | $ | 15.4 | $ | (29.3 | ) | |||||
| Other comprehensive income (loss) before reclassifications | 8.6 | 3.9 | **(**4.9 | ) | 7.6 | ||||||||||
| Amounts reclassified to consolidated statement of income(a) | 0.0 | 0.0 | **(**7.3 | ) | **(**7.3 | ) | |||||||||
| Tax benefit (expense) | 0.0 | **(**1.0 | ) | 2.8 | 1.8 | ||||||||||
| Other comprehensive income (loss) | 8.6 | 2.9 | **(**9.4 | ) | 2.1 | ||||||||||
| Balance December 31, 2023 | $ | **(**37.8 | ) | $ | 4.6 | $ | 6.0 | $ | **(**27.2 | ) |
(a)
Amounts reclassified to cost of sales, selling, general and administrative expenses, or interest expense.
CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
(In millions, except share and per share data)
15.
Commitments, Contingencies and Guarantees
Commitments
a. The Company has a partnership with a supplier of raw materials that mines and processes sodium-based mineral deposits. The Company purchases the majority of its sodium-based raw material requirements from the partnership. The partnership agreement terminates upon two years’ written notice by either partner. Under the partnership agreement, the Company has an annual commitment to purchase 240,000 tons of sodium-based raw materials at the prevailing market price. The Company is not engaged in any other material transactions with the partnership or the partner supplier.
b. As of December 31, 2023, the Company had commitments of approximately $369.6. These commitments include the purchase of raw materials, packaging supplies and services from its vendors at market prices to enable the Company to respond quickly to changes in customer orders or requirements, as well as costs associated with licensing and promotion agreements.
c. As of December 31, 2023, the Company had various guarantees and letters of credit totaling $6.1.
d. In connection with the December 1, 2020 acquisition of the ZICAM® brand (the "Zicam Acquisition"), the Company deferred an additional cash payment of $20.0 related to certain indemnifications provided by the seller. The additional amount is payable five years from the closing.
In connection with the December 24, 2021 TheraBreath Acquisition, the Company deferred an additional cash payment of $14.0 related to certain indemnity obligations provided by the seller. The additional amount, to the extent not used in satisfaction of such indemnity obligations, is payable in installments between two and four years from the closing, with the first installment payment of $2.0 paid in January 2024.
In connection with the October 13, 2022 Hero Acquisition, the Company deferred an additional cash payment of $8.0 to satisfy certain indemnification obligations. The additional amount is payable five years from the closing.
e. In addition, in conjunction with the Company’s acquisition and divestiture activities, the Company entered into select guarantees and indemnifications of performance with respect to the fulfillment of the Company’s commitments under applicable purchase and sale agreements. The arrangements generally indemnify the buyer or seller for damages associated with breach of contract, inaccuracies in representations and warranties surviving the closing date and satisfaction of liabilities and commitments retained under the applicable contract. Representations and warranties that survive the closing date generally survive for periods up to five years or the expiration of the applicable statutes of limitations. Potential losses under the indemnifications are generally limited to a portion of the original transaction price, or to other lesser specific dollar amounts for select provisions. With respect to sale transactions, the Company also routinely enters into non-competition agreements for varying periods of time. Guarantees and indemnifications with respect to acquisition and divestiture activities, if triggered, could have a materially adverse impact on the Company’s financial condition, results of operations and cash flows.
Legal proceedings
f. In addition to the matters described above, from time to time in the ordinary course of its business the Company is the subject of, or party to, various pending or threatened legal, regulatory or governmental actions or other proceedings, including, without limitation, those relating to, intellectual property, commercial transactions, product liability, purported consumer class actions, employment matters, antitrust, environmental, health, safety and other compliance related matters. Such proceedings are generally subject to considerable uncertainty and their outcomes, and any related damages, may not be reasonably predictable or estimable. Any such proceedings could result in a material adverse outcome negatively impacting the Company’s business, financial condition, results of operations or cash flows.
CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
(In millions, except share and per share data)
16.
Related Party Transactions
The following summarizes the balances and transactions between the Company and each of Armand and ArmaKleen, in which the Company holds a 50% ownership interest:
| Armand | ArmaKleen | ||||||||||||||||||||||
| Year Ended December 31, | Year Ended December 31, | ||||||||||||||||||||||
| 2023 | 2022 | 2021 | 2023 | 2022 | 2021 | ||||||||||||||||||
| Purchases by Company | $ | 14.9 | $ | 13.7 | $ | 12.9 | $ | 0.0 | $ | 0.0 | $ | 0.0 | |||||||||||
| Sales by Company | $ | 0.0 | $ | 0.0 | $ | 0.0 | $ | 1.4 | $ | 0.9 | $ | 1.2 | |||||||||||
| Outstanding Accounts Receivable | $ | 1.6 | $ | 0.9 | $ | 1.0 | $ | 1.4 | $ | 1.1 | $ | 0.9 | |||||||||||
| Outstanding Accounts Payable | $ | 0.8 | $ | 1.0 | $ | 1.2 | $ | 0.0 | $ | 0.0 | $ | 0.0 | |||||||||||
| Administration & Management Oversight Services(1) | $ | 2.3 | $ | 2.2 | $ | 2.2 | $ | 2.1 | $ | 2.0 | $ | 2.1 |
(1)
Billed by Company and recorded as a reduction of SG&A expenses.
17.
Segments
Segment Information
The Company operates three reportable segments: Consumer Domestic, Consumer International and Specialty Products Division. These segments are determined based on differences in the nature of products and organizational and ownership structures. The Company also has a Corporate segment.
Segment revenues are derived from the sale of the following products:
| Segment | Products | |||
| Consumer Domestic | Household and personal care products | |||
| Consumer International | Primarily personal care products | |||
| SPD | Specialty chemical products |
The Corporate segment income consists of equity in earnings of affiliates. As of December 31, 2023, the Company held 50% ownership interests in each of Armand and ArmaKleen, respectively. The Company’s equity in earnings of Armand and ArmaKleen, totaling $8.7, $12.3, and $9.4 for the three years ending December 31, 2023, 2022 and 2021, respectively, are included in the Corporate segment.
Certain subsidiaries that are included in the Consumer International segment manufacture and sell personal care products to the Consumer Domestic segment. These sales are eliminated from the Consumer International segment results set forth in the table below.
CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
(In millions, except share and per share data)
The following table presents selected financial information relating to the Company’s segments for each of the three years in the period ended December 31, 2023:
| Consumer | Consumer | |||||||||||||||||||
| Domestic | International | SPD | Corporate**(1)** | As Reported | ||||||||||||||||
| Net sales | ||||||||||||||||||||
| 2023 | $ | 4,571.2 | $ | 975.7 | $ | 321.0 | $ | 0.0 | $ | 5,867.9 | ||||||||||
| 2022 | 4,131.0 | 896.1 | 348.5 | 0.0 | 5,375.6 | |||||||||||||||
| 2021 | 3,941.9 | 912.2 | 336.0 | 0.0 | 5,190.1 | |||||||||||||||
| Gross profit | ||||||||||||||||||||
| 2023 | 2,137.2 | 407.0 | 104.7 | **(**60.4 | ) | 2,588.5 | ||||||||||||||
| 2022 | 1,794.1 | 372.4 | 117.8 | (34.3 | ) | 2,250.0 | ||||||||||||||
| 2021 | 1,795.8 | 402.1 | 112.7 | (47.1 | ) | 2,263.5 | ||||||||||||||
| Marketing Expenses | ||||||||||||||||||||
| 2023 | 509.5 | 127.7 | 4.1 | 0.0 | 641.3 | |||||||||||||||
| 2022 | 412.9 | 117.7 | 4.6 | 0.0 | 535.2 | |||||||||||||||
| 2021 | 442.1 | 131.1 | 4.5 | 0.0 | 577.7 | |||||||||||||||
| Selling, General and Administrative Expenses | ||||||||||||||||||||
| 2023 | 698.0 | 175.1 | 77.1 | **(**60.4 | ) | 889.8 | ||||||||||||||
| 2022 | 882.1 | 208.5 | 60.7 | (34.3 | ) | 1,117.0 | ||||||||||||||
| 2021 | 445.3 | 135.7 | 72.8 | (47.1 | ) | 606.7 | ||||||||||||||
| Income from Operations | ||||||||||||||||||||
| 2023 | 929.7 | 104.2 | 23.5 | 0.0 | 1,057.4 | |||||||||||||||
| 2022 | 499.1 | 46.2 | 52.5 | 0.0 | 597.8 | |||||||||||||||
| 2021 | 908.4 | 135.3 | 35.4 | 0.0 | 1,079.1 | |||||||||||||||
| Equity in Earnings of Affiliates | ||||||||||||||||||||
| 2023 | 0.0 | 0.0 | 0.0 | 8.7 | 8.7 | |||||||||||||||
| 2022 | 0.0 | 0.0 | 0.0 | 12.3 | 12.3 | |||||||||||||||
| 2021 | 0.0 | 0.0 | 0.0 | 9.4 | 9.4 | |||||||||||||||
| Income Before Income Taxes | ||||||||||||||||||||
| 2023 | 842.7 | 94.8 | 21.2 | 8.7 | 967.4 | |||||||||||||||
| 2022 | 427.3 | 38.8 | 44.9 | 12.3 | 523.3 | |||||||||||||||
| 2021 | 861.4 | 127.3 | 33.6 | 9.4 | 1,031.7 | |||||||||||||||
| Identifiable Assets | ||||||||||||||||||||
| 2023 | 7,011.4 | 1,106.1 | 326.8 | 124.9 | 8,569.2 | |||||||||||||||
| 2022 | 6,846.9 | 1,060.5 | 332.9 | 105.3 | 8,345.6 | |||||||||||||||
| 2021 | 6,354.5 | 1,192.9 | 332.7 | 116.4 | 7,996.5 | |||||||||||||||
| Capital Expenditures | ||||||||||||||||||||
| 2023 | 190.0 | 20.4 | 13.1 | 0.0 | 223.5 | |||||||||||||||
| 2022 | 159.1 | 10.0 | 9.7 | 0.0 | 178.8 | |||||||||||||||
| 2021 | 100.3 | 8.4 | 10.1 | 0.0 | 118.8 | |||||||||||||||
| Depreciation & Amortization | ||||||||||||||||||||
| 2023 | 182.7 | 27.7 | 13.6 | 1.2 | 225.2 | |||||||||||||||
| 2022 | 172.1 | 30.1 | 13.8 | 3.0 | 219.0 | |||||||||||||||
| 2021 | 170.0 | 31.1 | 15.4 | 2.6 | 219.1 |
(1)
Corporate reflects the following:
(A) The administrative costs of the production planning and logistics functions which are elements of Cost of Sales in the Company’s Consolidated Statements of Income but are allocated to the operating segments in Selling, General and Administrative expenses to determine operating segment income before income taxes. Such amounts were $60.4, $34.3, and $47.1 for 2023, 2022 and 2021, respectively. The increase in 2023 compared to 2022 is primarily due to higher incentive compensation costs.
(B) Equity in earnings (loss) of affiliates from Armand and ArmaKleen for the year ended December 31, 2023, 2022 and 2021.
(C) Corporate assets include deferred compensation investments and the Company's investment in unconsolidated affiliates.
Other than the differences noted in the footnote above, the accounting policies followed by each of the segments, including intersegment transactions, are substantially consistent with the accounting policies described in Note 1.
CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
(In millions, except share and per share data)
Intersegment sales from Consumer International to Consumer Domestic, which are not reflected in the table above, were $17.0, $15.1 and $10.8 for the twelve months ended December 31, 2023, 2022 and 2021, respectively.
Product line revenues from external customers for each of the three years ended December 31, 2023, 2022 and 2021 were as follows:
| 2023 | 2022 | 2021 | ||||||||||
| Household Products | $ | 2,484.1 | $ | 2,272.0 | $ | 2,103.0 | ||||||
| Personal Care Products | 2,087.1 | 1,859.0 | 1,838.9 | |||||||||
| Total Consumer Domestic | 4,571.2 | 4,131.0 | 3,941.9 | |||||||||
| Total Consumer International | 975.7 | 896.1 | 912.2 | |||||||||
| Total SPD | 321.0 | 348.5 | 336.0 | |||||||||
| Total Consolidated Net Sales | $ | 5,867.9 | $ | 5,375.6 | $ | 5,190.1 |
Household Products include laundry, deodorizing, and cleaning products. Personal Care Products include condoms, pregnancy kits, oral care products, skin care products, hair care products and gummy dietary supplements.
Geographic Information
Approximately 83%, 83% and 82% of the net sales reported in the accompanying consolidated financial statements in 2023, 2022 and 2021, respectively, were to customers in the U.S. Approximately 96%, 97% and 96% of long-lived assets were located in the U.S. at December 31, 2023, 2022 and 2021, respectively. Other than the U.S., no one country accounts for more than 5% of consolidated net sales and 5% of total assets.
Customers
A group of four customers accounted for approximately 44% and 42% of consolidated net sales in 2023 and 2022, respectively. A group of three customers accounted for approximately 37% of consolidated net sales in 2021, of which a single customer (Walmart Inc. and its affiliates) accounted for approximately 23%, 24% and 24% in 2023, 2022 and 2021, respectively.
I****TEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
Not applicable.
I****TEM 9A. CONTROLS AND PROCEDURES
a)
Evaluation of Disclosure Controls and Procedures
The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) at the end of the period covered by this Annual Report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures as of the end of the period covered by this Annual Report are effective to provide reasonable assurance that the information required to be disclosed by the Company in reports filed under the Exchange Act are (i) recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms, and (ii) accumulated and communicated to the Company’s management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding the disclosure.
b)
Management’s Report on Internal Control Over Financial Reporting
The Company’s management’s report on internal control over financial reporting is set forth in Item 8 of this Annual Report and is incorporated by reference herein. The Company’s independent registered public accounting firm has issued an audit report on the effectiveness of the Company’s internal control over financial reporting, which is set forth in Item 8 of this Annual Report.
c)
Change in Internal Control over Financial Reporting
No change in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the Company’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
I****TEM 9B. OTHER INFORMATION
(c) During the quarter ended December 31, 2023, no director or officer (as defined in Rule 16a-1(f) under the Exchange Act) of the Company adopted or terminated any Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements (in each case, as defined in Item 408(a) of Regulation S-K).
Previous: Item 5. MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES · Next: Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS