Delaware
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36-1823834
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(State or other jurisdiction of
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(IRS Employer
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incorporation)
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Identification No.)
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On July 26, 2011, the Board elected Mr. James R. Voss to serve as a director on Stepan's Board effective August 1, 2011. The Board also appointed Mr. Voss to serve on the Board's Audit Committee, Compensation and Development Committee, and Nominating and Corporate Governance Committee. Mr. Voss was not selected as a director pursuant to any arrangement or understanding between him and any other person. There are no related party transactions, nor have there been any, between Stepan and Mr. Voss reportable under Item 404(a) of Regulation S-K and the Board has determined that Mr. Voss is an independent director. Mr. Voss will receive the standard compensation received by Stepan's Non-Employee Directors as disclosed in Stepan's 2011 Proxy Statement filed with the Securities and Exchange Commission on March 31, 2011.
Stepan issued a press release announcing the resignation of Mr. Hendrickson and the election of Mr. Voss. A copy of the press release is attached as Exhibit 99.2 hereto and incorporated herein by reference.
Exhibit Number: 99.2
STEPAN COMPANY
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Date: July 27, 2011
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By:
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/s/ Kathleen Sherlock
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Kathleen Sherlock
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Assistant Secretary
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Exhibit No.
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Description
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EX-99.1
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Press Release of Stepan Company dated July 27, 2011
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EX-99.2
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Press Release of Stepan Company dated July 27, 2011
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Exhibit 99.1 |
FOR IMMEDIATE RELEASE: CONTACT: JAMES E. HURLBUTT (847) 446-7500
STEPAN REPORTS HIGHER SECOND QUARTER EARNINGS, UP 22%
NORTHFIELD, Illinois, July 27, 2011 -- Stepan Company (NYSE: SCL) today reported higher second quarter and year-to-date results for the period ended June 30, 2011.
SUMMARY | ||||||||||||
Three Months Ended June 30 | Six Months Ended June 30 | |||||||||||
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($ in thousands, except | % | % | ||||||||||
per share amounts) | 2011 | 2010 | Change | 2011 | 2010 | Change | ||||||
Net Sales | $476,989 | $366,504 | + 30 | $899,587 | $703,534 | + 28 | ||||||
Net Income | 20,867 | 17,046 | + 22 | 39,628 | 37,706 | + 5 | ||||||
Net Income Excluding | ||||||||||||
Deferred Compensation* | 20,680 | 19,163 | + 8 | 38,904 | 38,490 | + 1 | ||||||
Earnings per Diluted Share | $1.87 | $1.53 | + 22 | $3.55 | $3.41 | + 4 | ||||||
Earnings per Diluted Share | ||||||||||||
Excluding Deferred | ||||||||||||
Compensation | $1.85 | $1.72 | + 8 | $3.49 | $3.48 | | ||||||
* See Table II for a discussion of deferred compensation plan accounting. |
SECOND QUARTER RESULTS | ||||||||||||
Three Months Ended June 30 | Six Months Ended June 30 | |||||||||||
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($ in thousands) | % | % | ||||||||||
2011 | 2010 | Change | 2011 | 2010 | Change | |||||||
Net Sales | ||||||||||||
Surfactants | $343,767 | $264,567 | + 30 | $668,652 | $526,880 | + 27 | ||||||
Polymers | 120,854 | 90,893 | + 33 | 207,253 | 154,003 | + 35 | ||||||
Specialty Products | 12,368 | 11,044 | + 12 | 23,682 | 22,651 | + 5 | ||||||
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Total Net Sales | $476,989 | $366,504 | + 30 | $899,587 | $703,534 | + 28 | ||||||
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Net sales rose by 30 percent due to higher selling prices (25 percent) and the effect of foreign currency translation (five percent). Sales volume grew by less than one percent. A six percent increase in polymer sales volume was largely offset by a one percent decline in surfactant volume.
Gross profit increased by 10 percent to $69.6 million versus $63.5 million a year ago.
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OPERATING EXPENSES | ||||||||||||
Three Months Ended June 30 | Six Months Ended June 30 | |||||||||||
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($ in thousands) | % | % | ||||||||||
2011 | 2010 | Change | 2011 | 2010 | Change | |||||||
Marketing | $12,171 | $9,391 | + 30 | $23,001 | $20,342 | + 13 | ||||||
Administrative General | 13,008 | 11,543 | + 13 | 24,263 | 22,407 | + 8 | ||||||
Administrative Deferred | ||||||||||||
Compensation | (328) | 2,730 | NM | (709) | 929 | NM | ||||||
Research, development | ||||||||||||
and technical service | 10,656 | 10,042 | + 6 | 20,887 | 19,925 | + 5 | ||||||
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Total | $35,507 | $33,706 | + 5 | $67,442 | $63,603 | + 6 |
INCOME TAXES |
The effective tax rate was 33 percent for the quarter and 32 percent for the year-to-date period compared to 35 percent in the year ago periods. The decrease was primarily attributable to the implementation of a holding company structure that will provide a recurring benefit in lowering the effective tax rate on foreign earnings.
BALANCE SHEET |
The Companys net debt levels increased by $32.2 million for the quarter and increased $84.8 million for the first six months:
($ in millions) | ||||||
Net Debt | 6/30/11 | 3/31/11 | 12/31/10 | |||
Total Debt | $190.8 | $185.7 | $191.6 | |||
Cash | 25.6 | 52.7 | 111.2 | |||
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Net Debt | $165.2 | $ 133.0 | $ 80.4 |
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The year-to-date increase in net debt was primarily due to the inflationary impact of higher commodity raw material costs on inventory and receivables. The second quarter increase also included the Lipid Nutrition product line acquisition, including inventory. Capital expenditures for the quarter and year-to-date periods were $17.9 million and $40.4 million, respectively.
OUTLOOK |
Our growth initiatives are on track to deliver future earnings in 2012. Surfactant earnings will improve this year as growth from our higher margin functional surfactants offset the weakness in consumer volumes. Surfactant demand for enhanced oil recovery continues to grow. Our Brazil expansion is complete and we will have improved contribution in the third quarter.
The significant improvement in our Polymer business this year is in line with our expectations. The sold out demand for polyol at our German plant will continue to require imports from our Illinois plant for the balance of the year due to delays in the expanded German capacity. Our polymer plant in Poland should see improved volume over the balance of the year as we begin fulfilling new customer demand.
Specialty Product earnings will benefit from our recently announced Lipid Nutrition product line acquisition. The acquisition should contribute to earnings this year and provide longer term synergies with our existing food ingredient business.
While 2011 will have some planned higher costs associated with our global growth initiatives, we have the opportunity to deliver full year earnings growth.
CONFERENCE CALL |
Stepan Company will host a conference call to discuss the second quarter results at 1:00 p.m. Eastern Daylight Time on July 27, 2011. To listen to a live webcast of this call, please go to our Internet website at: www.stepan.com, click on investor relations, next click on conference calls and follow the directions on the screen.
Stepan Company, headquartered in Northfield, Illinois, is a leading producer of specialty and intermediate chemicals used in household, industrial, personal care, agricultural, food and insulation related products. The common and the convertible preferred stocks are traded on the New York and Chicago Stock Exchanges under the symbols SCL and SCLPR.
* * * * * tables follow |
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Except for historical information, all other information in this news release consists of forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those projected, anticipated or implied. The most significant of these uncertainties are described in Stepan Companys Form 10-K, Form 8-K and Form 10-Q reports and exhibits to those reports, and include (but are not limited to), prospects for our foreign operations, foreign currency fluctuations, certain global and regional economic conditions, the probability of future acquisitions and the uncertainties related to the integration of acquired businesses, the probability of new products, the loss of one or more key customer or supplier relationships, the costs and other effects of governmental regulation and legal and administrative proceedings, including the expenditures necessary to address and resolve environmental claims and proceedings, and general economic conditions. These forward-looking statements are made only as of the date hereof, and Stepan Company undertakes no obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise.
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Table I | ||||||||||||||||
STEPAN COMPANY | ||||||||||||||||
Statements of Income | ||||||||||||||||
For the Three and Six Months Ended June 30, 2011 and 2010 | ||||||||||||||||
(Unaudited 000s Omitted) | ||||||||||||||||
Three Months Ended | Six Months Ended | |||||||||||||||
June 30 | June 30 | |||||||||||||||
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% | % | |||||||||||||||
2011 | 2010 | Change | 2011 | 2010 | Change | |||||||||||
Net Sales | $476,989 | $366,504 | + | 30 | $899,587 | $703,534 | + | 28 | ||||||||
Cost of Sales | 407,404 | 303,026 | + | 34 | 768,216 | 576,504 | + | 33 | ||||||||
Gross Profit | 69,585 | 63,478 | + | 10 | 131,371 | 127,030 | + | 3 | ||||||||
Operating Expenses: | ||||||||||||||||
Marketing | 12,171 | 9,391 | + | 30 | 23,001 | 20,342 | + | 13 | ||||||||
Administrative | 12,680 | 14,273 | - | 11 | 23,554 | 23,336 | + | 1 | ||||||||
Research, development | ||||||||||||||||
and technical services | 10,656 | 10,042 | + | 6 | 20,887 | 19,925 | + | 5 | ||||||||
35,507 | 33,706 | + | 5 | 67,442 | 63,603 | + | 6 | |||||||||
Operating Income | 34,078 | 29,772 | + | 14 | 63,929 | 63,427 | + | 1 | ||||||||
Other Income (Expense): | ||||||||||||||||
Interest, net | (2,194) | (1,510) | + | 45 | (4,257) | (2,766) | + | 54 | ||||||||
Loss from equity in joint ventures | (805) | (764) | + | 5 | (1,770) | (1,335) | + | 33 | ||||||||
Other, net | 253 | (1,111) | NM | 565 | (1,333) | NM | ||||||||||
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(2,746) | (3,385) | - | 19 | (5,462) | (5,434) | + | 1 | |||||||||
Income before Income Taxes | 31,332 | 26,387 | + | 19 | 58,467 | 57,993 | + | 1 | ||||||||
Provision for Income Taxes | 10,326 | 9,318 | + | 11 | 18,645 | 20,243 | - | 8 | ||||||||
Net Income | 21,006 | 17,069 | + | 23 | 39,822 | 37,750 | + | 5 | ||||||||
Add: Net Income Attributable | ||||||||||||||||
to the Noncontrolling | ||||||||||||||||
Interests | (139) | (23) | + | 504 | (194) | (44) | + | 341 | ||||||||
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Net Income Attributable to | ||||||||||||||||
Stepan Company | $20,867 | $17,046 | + | 22 | $39,628 | $37,706 | + | 5 |
Net Income Per Common Share | ||||||||||||||||
Attributable to Stepan Company | ||||||||||||||||
Basic | $2.00 | $1.66 | + | 20 | $3.80 | $3.69 | + | 3 | ||||||||
Diluted | $1.87 | $1.53 | + | 22 | $3.55 | $3.41 | + | 4 | ||||||||
Shares Used to Compute Net | ||||||||||||||||
Income Per Common Share | ||||||||||||||||
Attributable to Stepan Company | ||||||||||||||||
Basic | 10,345 | 10,160 | + | 2 | 10,335 | 10,130 | + | 2 | ||||||||
Diluted | 11,178 | 11,118 | + | 1 | 11,175 | 11,052 | + | 1 |
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Table II |
Deferred Compensation Plan |
The full effect of the deferred compensation plan on quarterly pretax income was $0.3 million of income versus expense of $3.4 million last year. The accounting for the deferred compensation plan results in income when the price of Stepan Company common stock or mutual funds held in the plan fall and expense when they rise. The Company also recognizes the change in value of mutual funds as investment income or loss. The deferred compensation expense income statement impact is summarized below:
Three Months Ended June 30 | Six Months Ended June 30 | |||||||
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($ in thousands) | 2011 | 2010 | 2011 | 2010 | ||||
Deferred Compensation | ||||||||
Administrative (Expense) Income | $328 | $(2,730) | $709 | $(929) | ||||
Other, net Mutual Fund Gain (Loss) | (26) | (685) | 460 | (336) | ||||
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Total Pretax | $302 | $(3,415) | $1,169 | $(1,265) | ||||
Total After Tax | $187 | $(2,117) | $724 | $(784) | ||||
Reconciliation of non-GAAP net income: | ||||||||
Three Months Ended June 30 | Six Months Ended June 30 | |||||||
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($ in thousands) | 2011 | 2010 | 2011 | 2010 | ||||
Net income excluding deferred | ||||||||
compensation | $20,680 | $19,163 | $38,904 | $38,490 | ||||
Deferred compensation plan (expense) | ||||||||
income | 187 | (2,117) | 724 | (784) | ||||
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Net income as reported | $20,867 | $17,046 | $39,628 | $37,706 | ||||
Reconciliation of non-GAAP EPS: | ||||||||
Three Months Ended June 30 | Six Months Ended June 30 | |||||||
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2011 | 2010 | 2011 | 2010 | |||||
Earnings per diluted share excluding | ||||||||
deferred compensation | $1.85 | $1.72 | $3.49 | $3.48 | ||||
Deferred compensation plan (expense) | ||||||||
income | 0.02 | (0.19) | 0.06 | (0.07) | ||||
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Earnings per diluted share | $1.87 | $1.53 | $3.55 | $3.41 |
The Company believes that certain non-GAAP measures, when presented in conjunction with comparable GAAP (Generally Accepted Accounting Principles) measures, are useful because that information is an appropriate measure for evaluating the Companys operating performance. Internally, the Company uses this non-GAAP information as an indicator of business performance, and evaluates managements effectiveness with specific reference to these indicators. These measures should be considered in addition to, neither a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP.
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Table III |
Effects of Foreign Currency Translation |
The Companys foreign subsidiaries transact business and report financial results in their respective local currencies. As a result, foreign subsidiary income statements are translated into U.S. dollars at average foreign exchange rates appropriate for the reporting period. Because foreign exchange rates fluctuate against the U.S. dollar over time, foreign currency translation affects period-to-period comparisons of financial statement items (i.e. because foreign exchange rates fluctuate, similar period-to-period local currency results for a foreign subsidiary may translate into different U.S. dollar results). For the second quarter and the first half of 2011, the U.S. dollar was weaker against all the foreign currencies in the locations where the Company does business, when compared to the exchange rates for the second quarter and first half of 2010. Consequently, reported net sales, expense and income amounts for 2011 were higher than they would have been had the foreign currency exchange rates remained constant with the rates for 2010. Below is a table that presents the effect that foreign currency translation had on the quarter-over-quarter and year-over-year changes in consolidated net sales and various income line items for the second quarter and first half ending June 30, 2011:
Three Months | ||||||||
Ended June 30 | ||||||||
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Increase Due to | ||||||||
2011 | 2010 | Increase | Foreign Translation | |||||
Net Sales | $477.0 | $366.5 | 110.5 | 16.6 | ||||
Gross Profit | 69.6 | 63.5 | 6.1 | 1.5 | ||||
Operating Income | 34.1 | 29.8 | 4.3 | 0.6 | ||||
Pretax Income | 31.3 | 26.4 | 4.9 | 0.4 | ||||
Six Months | ||||||||
Ended June 30 | ||||||||
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Increase Due to | ||||||||
2011 | 2010 | Increase | Foreign Translation | |||||
Net Sales | $899.6 | $703.5 | 196.1 | 20.1 | ||||
Gross Profit | 131.4 | 127.0 | 4.4 | 1.9 | ||||
Operating Income | 63.9 | 63.4 | 0.5 | 0.9 | ||||
Pretax Income | 58.5 | 58.0 | 0.5 | 0.6 |
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Table IV | ||||
Stepan Company | ||||
Consolidated Balance Sheets | ||||
June 30, 2011 and December 31, 2010 | ||||
2011 | 2010 | |||
June 30 | December 31 | |||
ASSETS | ||||
Current Assets | $504,592 | $427,826 | ||
Property, Plant & Equipment, Net | 368,766 | 353,585 | ||
Other Assets | 37,567 | 30,020 | ||
Total Assets | $910,925 | $811,431 | ||
LIABILITIES AND STOCKHOLDERS EQUITY | ||||
Current Liabilities | $262,534 | $205,627 | ||
Deferred Income Taxes | 9,986 | 5,154 | ||
Long-term Debt | 154,956 | 159,963 | ||
Other Non-current Liabilities | 82,462 | 87,616 | ||
Total Stepan Company Stockholders Equity | 397,171 | 349,491 | ||
Minority Interest | 3,816 | 3,580 | ||
Total Liabilities and Stockholders Equity | $910,925 | $811,431 |
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Exhibit 99.2 | ||
FOR RELEASE: IMMEDIATELY | CONTACT: JAMES E. HURLBUTT | |
(847) 446-7500 |
STEPAN DECLARES QUARTERLY DIVIDEND AND ELECTS NEW DIRECTOR
NORTHFIELD, Illinois, July 27, 2011 The Board of Directors of Stepan Company (NYSE: SCL) declared a quarterly cash dividend on its common stock of $0.2600 per share on July 26, 2011. The dividend is payable on September 15, 2011, to common stockholders of record on August 31, 2011.
The Board of Directors also declared a quarterly cash dividend on its five and one half percent (5.5%) convertible preferred stock at the quarterly rate of $0.34375 per share. Dividends are payable on August 31, 2011 to preferred stockholders of record on August 15, 2011.
In addition, Stepan Company today announced the election of Mr. James R. Voss to the Board of Directors effective August 1, 2011. Mr. Voss is the current Executive Vice President and Chief Operating Officer of Solutia, Inc., a global manufacturer of performance materials and specialty chemicals. Mr. Voss will succeed Mr. Gary E. Hendrickson who resigned from the Board of Directors effective August 1, 2011. Mr. Hendrickson is leaving the Board of Directors to focus on other commitments, including his new position as President and Chief Executive Officer of The Valspar Corporation. We appreciate Garys significant contributions to the Board of Directors over the past two years and wish him well, said F. Quinn Stepan, Chairman.
Stepan Company, headquartered in Northfield, Illinois, is a leading producer of specialty and intermediate chemicals used in household, industrial, personal care, agricultural, food and insulation-related products. The common and preferred stocks are traded on the New York and Chicago Stock Exchanges under the symbol SCL and SCLPR.
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