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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): 02/20/2020

 

STEPAN COMPANY

(Exact name of registrant as specified in its charter)

 

Commission File Number: 1-4462

 

Delaware		36-1823834
(State or other jurisdiction of incorporation)		(IRS Employer Identification No.)

Edens and Winnetka Road, Northfield, Illinois 60093

(Address of principal executive offices, including zip code)

(847)446-7500

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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

 

Title of each class	Trading Symbol(s)	Name of Each exchange on which registered
Common Stock, $1 par value	SCL	New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

 

 

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Item 2.02.Results of Operations and Financial Condition

 

On February 20, 2020, Stepan Company (“Stepan”) issued a press release providing its financial results for the fourth quarter and full year ended December 31, 2019.  A copy of the press release is attached as Exhibit 99.1 hereto and incorporated herein by reference.

 

In addition, on February 20, 2020, Stepan issued a press release announcing that its Board of Directors declared a quarterly cash dividend on its common stock of $0.275 per share.  The dividend will be paid on March 13, 2020, to common stockholders of record on March 5, 2020.  A copy of the press release is attached as Exhibit 99.2 hereto and incorporated herein by reference.

 

Item 9.01.Financial Statements and Exhibits

(d)

Exhibits

 

Exhibit Number: 99.1

Description: Press Release of Stepan Company dated February 20, 2020

 

Exhibit Number: 99.2

Description: Press Release of Stepan Company dated February 20, 2020

 

Exhibit Number:  104

Description:  Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

 

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

						STEPAN COMPANY
Date: February 20, 2020				By:		/s/ David G. Kabbes
						David G. Kabbes
						Vice President, General Counsel and Secretary

 

 

 

 

Exhibit 99.1

 

Stepan Reports Fourth Quarter and Full Year 2019 Results

 

Northfield, Illinois, February 20, 2020 -- Stepan Company (NYSE: SCL) today reported:

 

Fourth Quarter Highlights

 

 

 

 

 

Full Year Highlights

 

 

 

 

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“Despite significant challenges during the year, driven by the equipment failure in Ecatepec, the wet weather in the U.S. farm belt, the sulfonation exit in Germany and FX headwinds, the Company exceeded its 2018 record full year adjusted net income and grew adjusted EPS 7%,” said F. Quinn Stepan, Jr., Chairman, President and Chief Executive Officer.  “For the quarter, Surfactant earnings were up due to the insurance recovery in Mexico and improved margins.  The Polymer business had a good fourth quarter driven by global rigid polyol growth of 7%.  Specialty Products income was down slightly due to customer order patterns but was up significantly on a full year basis.”  

 

Financial Summary

 

 

 

Summary of Fourth Quarter Adjusted Net Income Items

 

Adjusted net income excludes non-operational deferred compensation income/expense, cash-settled SARs and other significant and infrequent/non-recurring items.

 

 

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Percentage Change in Net Sales

 

Net sales decreased 5% in the year-over-year fourth quarter due to a 4% decline in global selling prices, mainly attributable to the pass-through of lower raw material costs, and the unfavorable impact of foreign currency translation.  Polymer sales volume growth of 3% more than offset slight declines in Surfactant and Specialty Product volume.    

 

 

Segment Results

 

 

 

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* The 2018 Segment operating income amounts have been retrospectively changed from the amounts originally reported as a result of the Company’s first quarter 2019 change in method of accounting for U.S. inventory valuation from LIFO to FIFO.

 

Total segment operating income increased $6.6 million, or 15%, versus the prior year quarter.  Full year segment operating income decreased $2.8 million, or 1%, versus the prior year.    

 

 

 

 

 

 

 

 

 

 

 

 

 

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Corporate Expenses

 

 

    

 

 

Income Taxes

 

The Company’s full year effective tax rate was 18.1% in 2019 compared to 19.4% in 2018.  This year-over-year decrease was primarily attributable to higher current year U.S. research and development tax credits, partially offset by the non-recurrence of 2018 favorable tax benefits.  Net interest expense is down 45% year-over-year primarily due to interest earned on higher U.S. cash balances after the cash repatriation completed in 2018.    

 

 

Shareholder Return

 

The Company paid $6.2 million of dividends to shareholders in the fourth quarter of 2019.  For the full year the Company paid $23.1 million of dividends and repurchased $13.2 million of Company stock.  The Company has 349,830 shares remaining under its Board of Directors’ share repurchase authorization.  With the increased cash dividend in the fourth quarter of 2019, the Company has increased its dividend on its common stock for the 52^nd consecutive year.

 

 

Selected Balance Sheet Information

 

The Company’s net debt level decreased $39.2 million for the quarter while the net debt ratio decreased from -7% to -12%, reflecting cash balances in excess of total debt.  The decrease in net debt was attributable to a $29.4 million increase in cash, partially driven by lower working capital requirements, and a $9.8 million decline in total debt.  

 

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The major working capital components were:

 

 

* The 2018 amounts for the noted line items have been retrospectively changed from the amounts originally reported as a result of the Company’s first quarter 2019 change in method of accounting for U.S. inventory valuation from LIFO to FIFO.

 

The Company had full year capital expenditures of $105.6 million in 2019 versus $86.6 million in the prior year.

 

 

Millsdale Plant Incident

 

On January 19, 2020, we experienced a power disruption that impacted Millsdale, our largest facility.   Although power was restored after a period of time, the power outage and below freezing temperatures created significant production and operational challenges.   We have been able to run on a partial basis and have used existing inventories to serve our customers. However, on February 17, 2020, operational issues impacted the site’s waste water treatment plant (WWTP) and forced us to stop production at the site.   We have been able to restart Polyol production using a temporary solution and are targeting to bring the WWTP back into operation within the next few days.   Once the WWTP is operational, we expect that production of Surfactants will resume. We anticipate Phthalic Anhydride production will remain down for approximately 30 days.  Because of the WWTP being down and low inventory levels, we have declared Force Majeure for the supply of Phthalic Anhydride and certain Surfactant product lines.  We are using our global production network and working with customers to minimize this supply disruption.  We are also working with our insurance provider to recover the losses related to this incident.      

 

At this time, we are not able to quantify the extent of the impact from this event, but this incident creates a challenge for us in 2020.  We are confident that the resources are in place to resolve the issue and move forward.  For more than 80 years we have supplied our customers on a reliable basis and are committed to do so in the future.  

 

2020 Outlook

 

Although we anticipate a very challenging first quarter, we believe our continued focus on end market diversification, Tier 2 and Tier 3 customers, as well as our cost-out activities

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should benefit our Surfactant business. We believe energy conservation efforts around the world will support our Polymer business and volume should continue to grow. We anticipate our Specialty Products business results will approximate 2019. Additional headwinds include the potential negative impact of Coronavirus in China, as well as higher raw material sourcing costs due to Illinois River lock closures scheduled during the second half of 2020.

 

Conference Call

 

Stepan Company will host a conference call to discuss its fourth quarter and full year 2019 results at 10:00 a.m. ET (9:00 a.m. CT) on February 20, 2020. The call can be accessed by phone and webcast. Telephone access will be available by dialing +1 (800) 931-6421, and the webcast can be accessed through the Investor Relations/Conference Calls page at www.stepan.com. A webcast replay of the conference call will be available at the same location shortly after the call.

 

Supporting Slides

 

Slides supporting this press release will be made available at www.stepan.com through the Investor Relations page at approximately the same time as this press release is issued.

 

Corporate Profile

 

Stepan Company is a major manufacturer of specialty and intermediate chemicals used in a broad range of industries.  Stepan is a leading merchant producer of surfactants, which are the key ingredients in consumer and industrial cleaning compounds and in agricultural and oilfield solutions.  The Company is also a leading supplier of polyurethane polyols used in the expanding thermal insulation market, and CASE (Coatings, Adhesives, Sealants, and Elastomers) industries.

 

Headquartered in Northfield, Illinois, Stepan utilizes a network of modern production facilities located in North and South America, Europe and Asia.

 

The Company’s common stock is traded on the New York Stock Exchange (NYSE) under the symbol SCL.  For more information about Stepan Company please visit the Company online at www.stepan.com

 

 

Contact: Luis E. Rojo                              (847) 446-7500

 

* * * * *

 

Tables follow

 

Certain information in this news release consists of forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements include statements about Stepan Company’s plans, objectives, strategies, financial performance and outlook, trends, the amount and timing of future cash distributions, prospects or future events and involve known and unknown risks that are difficult to predict. As a result, Stepan Company’s actual financial results, performance, achievements or prospects may differ materially from those expressed or implied by these forward-looking statements. In some cases, you can identify forward-looking statements by the use of words such as “may,” “could,” “expect,” “intend,” “plan,” “seek,” “anticipate,” “believe,” “estimate,” “guidance,” “predict,” “potential,” “continue,” “likely,” “will,” “would,” ”should,” “illustrative” and variations of these terms and similar expressions, or the negative of these terms or similar expressions. Such forward-looking statements are necessarily based upon estimates and assumptions that, while considered

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reasonable by Stepan Company and its management based on their knowledge and understanding of the business and industry, are inherently uncertain. These statements are not guarantees of future performance, and stockholders should not place undue reliance on forward-looking statements.

There are a number of risks, uncertainties and other important factors, many of which are beyond Stepan Company’s control, that could cause actual results to differ materially from the forward-looking statements contained in this news release. Such risks, uncertainties and other important factors include, among other factors, the risks, uncertainties and factors described in Stepan Company’s Form 10-K, Form 10-Q and Form 8-K reports and exhibits to those reports, and include (but are not limited to) risks and uncertainties related to disruptions in production or accidents at manufacturing facilities, global competition, volatility of raw material and energy costs, disruptions in transportation or significant changes in transportation costs, reduced demand due to customer product reformulations or new technologies, the probability of future acquisitions and the uncertainties related to the integration of acquired businesses, maintaining and protecting intellectual property rights, international business risks, including currency exchange rate fluctuations, legal restrictions and taxes, our debt covenants, our ability to access capital markets, downturns in certain industries and general economic downturns, global political, military, security or other instability, costs related to expansion or other capital projects, interruption or breaches of information technology systems, the costs and other effects of governmental regulation and legal and administrative proceedings and our ability to retain executive management and key personnel.

These forward-looking statements are made only as of the date hereof, and Stepan Company undertakes no obligation to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise.

 

 

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Table I

STEPAN COMPANY

For the Three and Twelve Months Ended December 31, 2019 and 2018

(Unaudited – in thousands, except per share data)

 

* The 2018 amounts for the noted line items have been retrospectively changed from the amounts originally reported as a result of the Company’s first quarter 2019 change in method of accounting for U.S. inventory valuation from LIFO to FIFO.

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Table II

 

 

Reconciliation of Non-GAAP Net Income and Earnings per Diluted Share *

 

 

* All amounts in this table are presented after-tax

 

The Company believes that certain measures that are not in accordance with generally accepted accounting principles (GAAP), when presented in conjunction with comparable GAAP measures, are useful for evaluating the Company’s operating performance and provide better clarity on the impact of non-operational items.  Internally, the Company uses this non-GAAP information as an indicator of business performance, and evaluates management’s effectiveness with specific reference to these indicators.  These measures should be considered in addition to, and are neither a substitute for, nor superior to, measures of financial performance prepared in accordance with GAAP.

 

Reconciliation of Pre-Tax to After-Tax Adjustments

 

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Table III

 

 

Deferred Compensation Plan

 

 

The full effect of the deferred compensation plan on quarterly pretax income was $1.9 million of expense versus $4.5 million of income in the prior year.  The year-to-date impact was $10.5 million of expense versus $1.0 million of income in the prior 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:

 

 

 

The deferred compensation income statement impact is summarized below:

 

 

 

 

 

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Table IV

 

 

Effects of Foreign Currency Translation

 

The Company’s 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 currency 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).  The table below presents the impact that foreign currency translation had on the changes in consolidated net sales and various income line items for the three and twelve month periods ending December 31, 2019 as compared to 2018:

 

 

* The 2018 amounts for the noted line items have been retrospectively changed from the amounts originally reported as a result of the Company’s first quarter 2019 change in method of accounting for U.S. inventory valuation from LIFO to FIFO.

 

 

 

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Table V

 

 

Stepan Company

Consolidated Balance Sheets

December 31, 2019 and December 31, 2018

 

 

* The 2018 amounts for the noted line items have been retrospectively changed from the amounts originally reported as a result of the Company’s first quarter 2019 change in method of accounting for U.S. inventory valuation from LIFO to FIFO.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

13

Exhibit 99.2

 

 

Stepan Declares Quarterly Dividend

 

Northfield, Illinois, February 20, 2020 -- Stepan Company (NYSE:SCL) today reported:

 

On February 19, 2020, the Board of Directors of Stepan Company declared a quarterly cash dividend on the Company’s common stock of $0.275 per share.  The dividend is payable on March 13, 2020, to common stockholders of record on March 5, 2020.  The Company increased its quarterly cash dividend in the fourth quarter of 2019 by $0.025 per share, marking the 52nd consecutive year that the Company has increased its cash dividend to stockholders.

 

Corporate Profile

 

Stepan Company is a major manufacturer of specialty and intermediate chemicals used in a broad range of industries.  Stepan is a leading merchant producer of surfactants, which are the key ingredients in consumer and industrial cleaning compounds and in agricultural and oilfield solutions.  The Company is also a leading supplier of polyurethane polyols used in the expanding thermal insulation market, and CASE (Coatings, Adhesives, Sealants, and Elastomers) industries.

 

Headquartered in Northfield, Illinois, Stepan utilizes a network of modern production facilities located in North and South America, Europe and Asia.

 

The Company’s common stock is traded on the New York Stock Exchange (NYSE) under the symbol SCL.  For more information about Stepan Company please visit the Company online at www.stepan.com

 

 

Certain information in this news release consists of forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements include statements about Stepan Company’s plans, objectives, strategies, financial performance and outlook, trends, the amount and timing of future cash distributions, prospects or future events and involve known and unknown risks that are difficult to predict. As a result, Stepan Company’s actual financial results, performance, achievements or prospects may differ materially from those expressed or implied by these forward-looking statements. In some cases, you can identify forward-looking statements by the use of words such as “may,” “could,” “expect,” “intend,” “plan,” “seek,” “anticipate,” “believe,” “estimate,” “guidance,” “predict,” “potential,” “continue,” “likely,” “will,” “would,” “should,” “illustrative” and variations of these terms and similar expressions, or the negative of these terms or similar expressions. Such forward-looking statements are necessarily based upon estimates and assumptions that, while considered reasonable by Stepan Company and its management based on their knowledge and understanding of the business and industry, are inherently uncertain. These statements are not guarantees of future performance, and stockholders should not place undue reliance on forward-looking statements.

There are a number of risks, uncertainties and other important factors, many of which are beyond Stepan Company’s control, that could cause actual results to differ materially from the forward-looking statements contained in this news release. Such risks, uncertainties and other important factors include, among other factors, the risks, uncertainties and factors described in Stepan Company’s Form 10-K, Form 10-Q and Form 8-K reports and exhibits to those reports, and include (but are not limited to) risks and uncertainties related to disruptions in production or accidents at manufacturing facilities, global competition, volatility of

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raw material and energy costs, disruptions in transportation or significant changes in transportation costs, reduced demand due to customer product reformulations or new technologies, the probability of future acquisitions and the uncertainties related to the integration of acquired businesses, maintaining and protecting intellectual property rights, international business risks, including currency exchange rate fluctuations, legal restrictions and taxes, the impact of changes in the tax code as a result of recent federal tax legislation and uncertainty as to how some of those changes may be applied, our ability to estimate and maintain appropriate levels of recorded liabilities, our debt covenants, our ability to access capital markets, downturns in certain industries and general economic downturns, global political, military, security or other instability, costs related to expansion or other capital projects, interruption or breaches of information technology systems, the costs and other effects of governmental regulation and legal and administrative proceedings and our ability to retain executive management and key personnel.

These forward-looking statements are made only as of the date hereof, and Stepan Company undertakes no obligation to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise.

 

Source: Stepan Company
Contact:  Luis E. Rojo847-446-7500