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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Set forth below are the matters acted upon at the Annual Meeting and the final voting results on each such matter as reported by Stepan's inspector of elections.
Proposal 1: Election of Directors
NAME FOR WITHHELD BROKER NON-VOTES
Michael R. Boyce 14,591,788 2,338,470 1,522,520
F. Quinn Stepan 16,411,786 518,472 1,522,520
Edward J. Wehmer 16,577,299 352,959 1,522,520
Proposal 2: Approval to Increase the Number of Authorized Shares of Common Stock
FOR AGAINST ABSTAIN BROKER NON-VOTES
13,981,401 4,411,465 59,911 0
Proposal 3: Approval of the Advisory Resolution on Compensation of Stepan's Named Executive Officers
FOR AGAINST ABSTAIN BROKER NON-VOTES
16,396,344 370,238 163,676 1,522,520
FOR AGAINST ABSTAIN BROKER NON-VOTES
18,276,660 113,212 62,905 0
Exhibit Number: 99.2
STEPAN COMPANY
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Date: May 03, 2013
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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 April 30, 2013
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EX-99.2
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Press Release of Stepan Company dated April 30, 2013
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Exhibit 99.1 | ||||
FOR RELEASE: | IMMEDIATELY | CONTACT: JAMES E. HURLBUTT | ||
(847) 446-7500 | ||||
STEPAN REPORTS FIRST QUARTER RESULTS |
NORTHFIELD, Illinois, April 30, 2013 -- Stepan Company (NYSE: SCL) today reported first quarter net income of $19.0 million for the period ended March 31, 2013, down from $22.3 million in the year ago quarter. Sales volume grew by 3 percent, partially overcoming global economic weakness. Surfactant volume rose 5 percent and polymer volume declined 7 percent.
SUMMARY | ||||||||||
($ in thousands, except per share data) | Three Months Ended March 31 | |||||||||
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% | ||||||||||
2013 | 2012 | Change | ||||||||
Net Sales | $ | 456,546 | $ 465,269 | - 2 | ||||||
Net Income | 19,034 | 22,302 | - 15 | |||||||
Net Income Excluding | ||||||||||
Deferred Compensation * | 21,516 | 23,640 | - 9 | |||||||
Earnings per Diluted Share | $ | 0.83 | $ | 0.98 | - 15 | |||||
Earnings per Diluted Share Excluding | ||||||||||
Deferred Compensation * | $ | 0.94 | $ | 1.05 | - 10 | |||||
* See Table II for a discussion of deferred compensation plan accounting. |
1
SEGMENT RESULTS | ||||||||||||
($ in thousands) | Three Months Ended March 31 | |||||||||||
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2013 | 2012 | % Change | ||||||||||
Net Sales | ||||||||||||
Surfactants | $ | 339,973 | $ | 347,156 | - | 2 | ||||||
Polymers | 95,998 | 96,749 | - | 1 | ||||||||
Specialty Products | 20,575 | 21,364 | - | 4 | ||||||||
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Total Net Sales | $ | 456,546 | $ | 465,269 | - | 2 |
Sales volume grew by 3 percent. The decrease in net sales dollars was primarily due to lower selling prices attributable to declining raw material costs.
Percentage Change in Net Sales Three Months Ended March 31, 2013 |
Selling Price | - 5 | |
Volume | + 3 | |
Foreign Translation | „Ÿ | |
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Total | - 2 | |
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2
OPERATING EXPENSES | ||||||||||||
($ in thousands) | Three Months Ended March 31 | |||||||||||
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2013 | 2012 | % Change | ||||||||||
Selling | $ | 13,728 | $ | 13,651 | + | 1 | ||||||
Administrative - General | 14,418 | 13,453 | + | 7 | ||||||||
Administrative - Deferred | ||||||||||||
Compensation Expense* | 4,933 | 3,499 | + 41 | |||||||||
Research, development | ||||||||||||
and technical service | 11,327 | 10,781 | + | 5 | ||||||||
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Total | $ | 44,406 | $ | 41,384 | + | 7 |
* See Table II for a discussion of deferred compensation plan accounting.
Operating expenses increased 7 percent for the quarter, largely due to higher deferred compensation expense resulting from the increase in the price per share of Stepan Company stock. Excluding deferred compensation expense, operating expenses rose 4 percent, primarily due to headcount additions to support global growth initiatives.
PROVISION FOR INCOME TAXES |
The effective tax rate was 24.8 percent for the first quarter of 2013 compared to 31.7 percent for the first quarter of 2012. The decrease was primarily attributable to the retroactive reenactment of the research and development credit and other tax credits in the United States. The retroactive portion of the credits lowered the effective tax rate by 5.5 percent.
BALANCE SHEET | ||||||||||||
($ in millions) | 3/31/13 | 12/31/12 | 3/31/12 | |||||||||
Net Debt | ||||||||||||
Total Debt | $ | 193.9 | $ | 182.4 | $ | 201.0 | ||||||
Cash | 54.8 | 76.9 | 64.6 | |||||||||
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Net Debt | $ | 139.1 | $ | 105.5 | $ | 136.4 | ||||||
Equity | 494.9 | 480.9 | 434.7 | |||||||||
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Net Debt + Equity | $ | 634.0 | $ | 586.4 | $ | 571.1 | ||||||
Net Debt / (Net Debt + Equity) | 21.9% | 18.0% | 23.9% |
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The balance sheet remains strong and will facilitate our strategy to invest in growth opportunities. Capital expenditures during the quarter were $21.0 million.
OUTLOOK |
We will continue to execute our strategy to improve our sales mix with higher value added products, while we pursue geographic expansion of our business, said F. Quinn Stepan, Jr., President and Chief Executive Officer.
Surfactants should experience improved margins as the year progresses. Recent declines in commodity raw material prices should help recover some of the margin erosion. Surfactants should continue to benefit over the long term from improved product mix and global growth. Agricultural surfactants continue to deliver strong volume growth. Brazil continues to deliver earnings growth. We plan additional investments to support Brazilian market growth.
Polymers volume should improve in the second quarter. The slow start to the construction season brought on by protracted winter weather adversely affected first quarter volume. Price increases were implemented during April to recover higher raw material costs.
The recently announced acquisition of the polyester resins business from Bayer will help diversify and grow our polyol business. The acquisition should be accretive to 2013 earnings. The lower first quarter results will challenge us to deliver full year earnings growth in 2013. We remain confident that our strategy will deliver long term earnings growth. We continue to evaluate additional investments that can accelerate growth and deliver value to our shareholders, said Mr. Stepan.
CONFERENCE CALL |
Stepan Company will host a conference call to discuss the first quarter results at 2:00 p.m. Eastern Daylight Time (1:00 P.M. CDT) on May 1, 2013. Telephone access to the live conference call will be available by dialing +1 (800) 407-3269. 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.
ABOUT STEPAN COMPANY |
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 Stock Exchange under the symbols SCL and SCLPR.
For more information about Stepan Company, please visit the Company online at www.stepan.com.
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Tables follow |
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, including among other things, completion of the proposed transaction with Bayer MaterialScience, 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. As to the proposed transaction, these risks also include satisfaction of conditions to closing the proposed transaction and achieving the anticipated benefits of the transaction. 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 Months Ended March 31, 2013 and 2012 | ||||||||||||
(Unaudited 000s Omitted) | ||||||||||||
Three Months Ended | ||||||||||||
March 31 | ||||||||||||
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% | ||||||||||||
2013 | 2012 | Change | ||||||||||
Net Sales | $ 456,546 | $ 465,269 | - | 2 | ||||||||
Cost of Sales | 383,846 | 388,485 | - | 1 | ||||||||
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Gross Profit | 72,700 | 76,784 | - | 5 | ||||||||
Operating Expenses: | ||||||||||||
Selling | 13,728 | 13,651 | + | 1 | ||||||||
Administrative | 19,351 | 16,952 | + | 14 | ||||||||
Research, development and technical services | 11,327 | 10,781 | + | 5 | ||||||||
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44,406 | 41,384 | + | 7 | |||||||||
Operating Income | 28,294 | 35,400 | - | 20 | ||||||||
Other Income (Expense): | ||||||||||||
Interest, net | (2,179) | (2,604) | - | 16 | ||||||||
Loss from equity in joint venture | (1,413) | (1,141) | + | 24 | ||||||||
Other, net | 571 | 1,065 | - | 46 | ||||||||
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(3,021) | (2,680) | + | 13 | |||||||||
Income Before Provision for Income Taxes | 25,273 | 32,720 | - | 23 | ||||||||
Provision for Income Taxes | 6,276 | 10,356 | - | 39 | ||||||||
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Net Income | $ | 18,997 | $ | 22,364 | - | 15 | ||||||
Net (Income) Loss Attributable to | ||||||||||||
Noncontrolling interests | 37 | (62) | NM | |||||||||
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Net Income Attributable to Stepan Company | $ | 19,034 | $ | 22,302 | - | 15 | ||||||
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Net Income Per Common Share | ||||||||||||
Attributable to Stepan Company | ||||||||||||
Basic | $ | 0.85 | $ | 1.05 | - | 19 | ||||||
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Diluted | $ | 0.83 | $ | 0.98 | - | 15 | ||||||
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Shares Used to Compute Net Income Per | ||||||||||||
Common Share Attributable to Stepan | ||||||||||||
Company | ||||||||||||
Basic | 22,464 | 21,022 | + | 7 | ||||||||
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Diluted | 22,887 | 22,642 | + | 2 | ||||||||
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Table II |
Deferred Compensation Plan |
The full effect of the deferred compensation plan on quarterly net income was $2.5 million of expense versus $1.3 million of expense last year. The accounting for the deferred compensation plan results in operating 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 quarter end market prices of Stepan Company common stock are as follows:
2013 | 2012 | 2011 | ||||||||||
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3/31 | 12/31 | 9/30 | 6/30 | 3/31 | 12/31 | |||||||
$63.10 | $55.54 | $48.06 | $47.09 | $43.90 | $40.08 |
The deferred compensation income statement impact is summarized below:
($ in thousands) | Three Months Ended March 31 | |||||
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2013 | 2012 | |||||
Deferred Compensation | ||||||
Administrative Expense | $(4,933) | $ | (3,499) | |||
Other, net Mutual Fund Income | 930 | 1,341 | ||||
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Total Pretax | (4,003) | (2,158) | ||||
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Total After Tax | $(2,482) | $ | (1,338) |
Reconciliation of non-GAAP net income: | ||||||||
($ in thousands) | Three Months Ended March 31 | |||||||
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2013 | 2012 | |||||||
Net income excluding deferred compensation | $ | 21,516 | $ | 23,640 | ||||
Deferred compensation plan expense | (2,482) | (1,338) | ||||||
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Net income as reported | $ | 19,034 | $ | 22,302 | ||||
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Reconciliation of non-GAAP EPS: | ||||||||
Three Months Ended March 31 | ||||||||
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2013 | 2012 | |||||||
Earnings per diluted share excluding deferred | ||||||||
compensation | $ | 0.94 | $ | 1.05 | ||||
Deferred compensation plan income (expense) | (0.11) | (0.06) | ||||||
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Earnings per diluted share | $ | 0.83 | $ | 0.98 | ||||
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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, not 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). Below is a table that presents the impact that foreign currency translation had on the changes in consolidated net sales and various income line items for the first quarter:
Three Months Ended | (Decrease) Due to | |||||||
March 31 | (Decrease) | Foreign Translation | ||||||
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(In millions) | 2013 | 2012 | ||||||
Net Sales | $456.5 | $465.3 | ($8.8) | ($0.3) | ||||
Gross Profit | 72.7 | 76.8 | (4.1) | (0.2) | ||||
Operating Income | 28.3 | 35.4 | (7.1) | (0.1) | ||||
Pretax Income | 25.3 | 32.7 | (7.4) | (0.1) |
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Table IV |
Stepan Company Consolidated Balance Sheets March 31, 2013 and December 31, 2012 |
2013 | 2012 | |||
March 31 | December 31 | |||
ASSETS | ||||
Current Assets | $ 543,029 | $523,078 | ||
Property, Plant & Equipment, Net | 423,590 | 422,022 | ||
Other Assets | 40,507 | 40,378 | ||
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Total Assets | $1,007,126 | $985,478 | ||
LIABILITIES AND EQUITY | ||||
Current Liabilities | $ 252,184 | $247,167 | ||
Deferred Income Taxes | 7,300 | 9,200 | ||
Long-term Debt | 149,872 | 149,564 | ||
Other Non-current Liabilities | 102,881 | 98,667 | ||
Total Stepan Company Stockholders Equity | 493,029 | 478,985 | ||
Noncontrolling Interest | 1,860 | 1,895 | ||
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Total Liabilities and Equity | $1,007,126 | $985,478 | ||
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9
Exhibit 99.2 | ||||||
FOR RELEASE: | IMMEDIATELY | CONTACT: | JAMES E. HURLBUTT | |||
(847) 446-7500 |
STEPAN ANNOUNCES AGREEMENT TO ACQUIRE NORTH AMERICAN POLYESTER RESINS BUSINESS FROM BAYER
NORTHFIELD, Illinois, April 30, 2013 -- Stepan Company (NYSE: SCL) today reported that it has reached an agreement with Bayer MaterialScience to acquire their North American Polyester Resins business, including the production facility located in Columbus, Georgia. Bayer MaterialScience is a leading producer of Powder Polyester Resins for metal coatings applications in NAFTA and Liquid Polyester Resins for CASE (Coatings, Adhesives, Sealants and Elastomers) applications globally. The facility houses a modern R&D laboratory for customer technical support and new product development. The 21,000 ton plant is expandable. The business to be acquired has sales of approximately $64 million. The definitive agreement is subject to customary closing conditions and the transaction is projected to close within four to six weeks. Financial terms of the transaction were not disclosed.
This acquisition will significantly expand Stepans polyol product offering. Stepan is a leading producer of polyester polyol used in rigid insulation foam. This acquisition will diversify our polyol offering and accelerate our efforts to grow in CASE and PUSH (Polyurethane Systems House) applications. The acquisition should be slightly accretive to 2013 earnings, said F. Quinn Stepan, Jr., President and CEO of Stepan Company. We intend to make future capital expenditures to expand the capabilities at the site.
ABOUT STEPAN COMPANY |
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 Stock Exchange under the symbols SCL and SCLPR.
For more information about Stepan Company, please visit the Company online at www.stepan.com.
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, including among other things, completion of the proposed transaction with Bayer MaterialScience, These forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those projected, anticipated or impliedThe 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. As to the proposed transaction, these risks also include satisfaction of conditions to closing the proposed transaction and achieving the anticipated benefits of the transaction. 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.