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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): 07/27/2022

 

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.)

1101 Skokie Boulevard, Northbrook, Illinois 60062

(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 July 27, 2022, Stepan Company (“Stepan”) issued a press release providing its financial results for the second quarter ended June 30, 2022.  A copy of the press release is attached as Exhibit 99.1 hereto and incorporated herein by reference.

 

In addition, on July 27, 2022, Stepan issued a press release announcing that its Board of Directors declared a quarterly cash dividend on its common stock of $0.335 per share.  The dividend will be paid on September 15, 2022, to common stockholders of record on August 31, 2022.  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 July 27, 2022

 

Exhibit Number: 99.2

Description: Press Release of Stepan Company dated July 27, 2022

 

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: July 27, 2022				By:		/s/ David G. Kabbes
						David G. Kabbes
						Vice President, General Counsel and Secretary

 

 

  

Exhibit 99.1

 

Stepan Reports Record Second Quarter Results and Record First Half Earnings

 

Northbrook, Illinois, July 27, 2022 -- Stepan Company (NYSE: SCL) today reported:

 

Second Quarter Highlights

 

 

 

 

 

 

First Half Highlights

 

 

 

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“The Company had a strong first half performance and delivered record results despite ongoing supply chain challenges.  Reported net income was up 16% versus the first half of 2021 while adjusted net income was up 11%,” said Scott Behrens, President and Chief Executive Officer.  “For the quarter, Surfactant operating income was up 5% largely due to improved product and customer mix.  This improvement was driven by growth in our Functional Products business as a result of elevated crop and energy prices and continued growth in the construction industry, which offset a 3% decline in sales volume.  Our Polymer operating income was up 47% due to margin recovery, improved mix and 2% sales volume growth.  Our Specialty Product results improved primarily due to to margin improvement and favorable customer mix.”

 

Financial Summary

 

 

* See Table II for reconciliations of non-GAAP adjusted net income and earnings per diluted share.

** Net Income Attributable to Stepan = Net Income – Net Income Attributable to Noncontrolling Interests

 

 

Summary of Second Quarter Adjusted Net Income Items

 

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

 

 

 

 

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Percentage Change in Net Sales

 

Net sales in the second quarter of 2022 increased 26% year-over-year primarily due to higher selling prices that were mainly attributable to the pass-through of higher raw material and logistics costs and improved product and customer mix.  These higher average selling prices were partially offset by a 1% decrease in global sales volume and the unfavorable impact of foreign currency translation.    

 

 

Segment Results

 

 

 

 

 

Total segment operating income for the second quarter of 2022 increased $16.1 million, or 21%, versus the prior year quarter.  Total segment operating income in the first half of 2022 was up $13.9 million, or 9%, versus the prior year.

 

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Corporate Expenses

 

 

    

  

Income Taxes

 

The Company’s effective tax rate was 24.8% in the first half of 2022 versus 24.4% in the first half of 2021.  This year-over-year increase was primarily attributable to a less favorable geographical mix of income and less favorable tax benefits derived from stock-based compensation awards in the first half of 2022 versus the first half of 2021.

 

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Shareholder Return

 

The Company paid $7.5 million of dividends to shareholders and repurchased $7.0 million of Company stock in the second quarter of 2022.  During the first six months of 2022 the Company paid $15.0 million of dividends and repurchased $17.0 million of Company stock.  The Company has $133.0 million remaining under the share repurchase program authorized by its Board of Directors.  The Company has increased its dividend on the Company’s common stock for 54 consecutive years.

 

Selected Balance Sheet Information

 

The Company’s total debt decreased by $11.1 million and cash decreased by $41.4 million versus March 31, 2022.  The decrease in debt primarily reflects scheduled debt repayments in June 2022.  The decrease in cash primarily reflects the scheduled debt repayments plus higher working capital requirements and capital expenditures. The Company’s net debt level increased $30.3 million versus March 31, 2022 and the net debt ratio increased from 21% to 23% in the quarter (Net Debt and Net Debt Ratio are non-GAAP measures).

 

    

 

 

The major working capital components were:

 

 

Capital spending was $69.2 million during the quarter and $129.5 million during the first half of 2022.  This compares to $37.3 million and $74.9 million, respectively, in the prior year.  The year-over-year increase is primarily due to increased expenditures in the U.S. for the advancement of the Company’s new alkoxylation facility in Pasadena, TX, which is expected provide flexible capacity of 75,000 metric tons per year, and new capability and capacity to produce ether sulfates that will meet upcoming regulatory limits on 1,4 dioxane.  For the full year, capital expenditures are expected to be in the range of $350 million to $375 million.  

 

Outlook

 

“The Company delivered record earnings for the second quarter and the first half of 2022,” said Scott Behrens, President and Chief Executive Officer.  “Looking forward, we believe demand across our business should remain healthy but the Company will continue to be challenged by inflation, raw material and logistics constraints.  From a segment perspective, we believe that Surfactant volumes within the Functional Products end

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markets will show full year growth over 2021 supported by continued elevated crop and energy prices.  We believe Polymers will deliver growth versus the prior year as energy conservation efforts and more stringent building codes should have a continued positive impact on demand for our Rigid polyols.  Specialty Product results should show year over year improvement as well.   We remain cautiously optimistic about the remainder of the year despite the current inflationary environment and ongoing supply chain challenges.”

 

Conference Call

 

Stepan Company will host a conference call to discuss the second quarter results at 10:00 a.m. ET (9:00 a.m. CT) on July 27, 2022. The call can be accessed by phone and webcast. Telephone access will be available by dialing 800-954-0624, and the webcast can be accessed through the Investors/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 Investors/Presentations 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 and disinfection 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 Northbrook, 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

 

More information about Stepan’s sustainability program can be found on the Sustainability page at www.stepan.com

 

Contact: Luis E. Rojo 847-446-7500

 

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

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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 the impact of the COVID-19 pandemic; accidents, unplanned production shutdowns or disruptions in manufacturing facilities; reduced demand due to customer product reformulations or new technologies; our inability to successfully develop or introduce new products; compliance with laws; our ability to identify suitable acquisition candidates and successfully complete and integrate acquisitions; global competition;

 

volatility of raw material and energy costs and supply; disruptions in transportation or significant changes in transportation costs; downturns in certain industries and general economic downturns; international business risks, including currency exchange rate fluctuations, legal restrictions and taxes; unfavorable resolution of litigation against us; maintaining and protecting intellectual property rights; our ability to access capital markets; global political, military, security or other instability; costs related to expansion or other capital projects; interruption or breaches of information technology systems; our ability to retain executive management and key personnel; and our debt covenants.

 

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.

 

* * * * *

 

Tables follow

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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Table I

STEPAN COMPANY

For the Three and Six Months Ended June 30, 2022 and 2021

(Unaudited – ‘000’s Omitted)

 

 

 

 

 

 

 

 

 

 

 

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Table II

 

Reconciliations 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 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 Plans

 

 

The full effect of deferred compensation plans on quarterly pre-tax income was $0.7 million of expense versus $1.4 million of income in the prior year. The year-to-date impact was $4.5 million of income versus $0.6 million of expense in the prior year. The accounting for deferred compensation plans 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 Company common stock were 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 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 three and six month periods ending June 30, 2022 as compared to 2021:

 

 

 

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Table V

 

 

Stepan Company

Consolidated Balance Sheets

June 30, 2022 and December 31, 2021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

12

Exhibit 99.2

 

Stepan Declares Quarterly Dividend

 

Northbrook, Illinois, July 27, 2022 -- Stepan Company (NYSE:SCL) today reported:

 

On July 26, 2022, the Board of Directors of Stepan Company declared a quarterly cash dividend on the Company’s common stock of $0.335 per share.  The dividend is payable on September 15, 2022, to common stockholders of record on August 31, 2022. The Company increased its quarterly cash dividend in the fourth quarter of 2021 by $0.030 per share, marking the 54th 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 and disinfection products 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 Northbrook, 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.

 

More information about Stepan’s sustainability program can be found on the Sustainability page at www.stepan.com.

 

Contact: Luis E. Rojo 847-446-7500

 

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

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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 the impact of the COVID-19 pandemic; accidents, unplanned production shutdowns or disruptions in manufacturing facilities; reduced demand due to customer product reformulations or new technologies; our inability to successfully develop or introduce new products; compliance with laws; our ability to identify suitable acquisition candidates and successfully complete and integrate acquisitions; global competition; volatility of raw material and energy costs and supply; disruptions in transportation or significant changes in transportation costs; downturns in certain industries and general economic downturns; international business risks, including currency exchange rate fluctuations, legal restrictions and taxes; unfavorable resolution of litigation against us; maintaining and protecting intellectual property rights; our ability to access capital markets; global political, military, security or other instability; costs related to expansion or other capital projects; interruption or breaches of information technology systems; our ability to retain executive management and key personnel; and our debt covenants.

 

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.