SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarter Ended May 31, 2005
Commission File Number 1-15147
OMNOVA Solutions Inc.
(Exact name of registrant as specified in its charter)
| Ohio | 34-1897652 | |
| (State of Incorporation) | (I.R.S. Employer Identification No.) |
175 Ghent Road Fairlawn, Ohio, 44333-3300
(Address of principal executive offices) (Zip Code)
Registrants telephone number, including area code (330) 869-4200
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES x NO ¨
Indicate by check mark whether the registrant is an accelerated filer (as defined as Rule 12b-2 of the Exchange Act). YES x NO ¨
At May 31, 2005, there were 40,899,187 outstanding shares of OMNOVA Solutions Common Stock, par value $0.10.
Table of Contents
-2-
Consolidated Statements of Operations
(Dollars in Millions, Except Per Share Data)
(Unaudited)
| Three Months Ended May 31, |
Six Months Ended May 31, |
|||||||||||||
| 2005 |
2004 |
2005 |
2004 |
|||||||||||
| Net Sales | $ | 209.3 | $ | 189.5 | $ | 397.3 | $ | 349.4 | ||||||
| Costs and Expenses | ||||||||||||||
| Cost of goods sold |
163.8 | 141.7 | 314.6 | 262.0 | ||||||||||
| Selling, general and administrative |
29.5 | 36.0 | 61.8 | 69.1 | ||||||||||
| Depreciation and amortization |
5.8 | 5.7 | 11.5 | 11.5 | ||||||||||
| Interest expense |
5.4 | 5.1 | 10.8 | 10.3 | ||||||||||
| Other expense, net |
.2 | .5 | 1.1 | 1.5 | ||||||||||
| Restructuring and severance |
1.0 | .1 | 4.8 | .4 | ||||||||||
| 205.7 | 189.1 | 404.6 | 354.8 | |||||||||||
| Income (Loss) Before Income Taxes |
3.6 | .4 | (7.3 | ) | (5.4 | ) | ||||||||
| Income tax expense |
| .1 | | .1 | ||||||||||
| Net Income (Loss) |
$ | 3.6 | $ | .3 | $ | (7.3 | ) | $ | (5.5 | ) | ||||
| Basic and Diluted Income (Loss) Per Share |
||||||||||||||
| Net Income (Loss) Per Basic and Diluted Share |
$ | .09 | $ | .01 | $ | (.18 | ) | $ | (.14 | ) | ||||
See notes to the unaudited interim consolidated financial statements.
-3-
Consolidated Balance Sheets
(Dollars in Millions, Except Per Share Amounts)
| May 31, 2005 |
November 30, 2004 |
|||||||
| (Unaudited) | ||||||||
| ASSETS: | ||||||||
| Current Assets | ||||||||
| Cash and cash equivalents |
$ | 14.8 | $ | 15.0 | ||||
| Accounts receivable, net |
111.0 | 104.6 | ||||||
| Inventories |
50.7 | 49.6 | ||||||
| Deferred income taxes |
3.7 | 3.7 | ||||||
| Prepaid expenses and other |
3.8 | 2.6 | ||||||
| Total Current Assets |
184.0 | 175.5 | ||||||
| Property, plant and equipment |
455.5 | 454.7 | ||||||
| Accumulated depreciation |
295.3 | 287.9 | ||||||
| 160.2 | 166.8 | |||||||
| Trademarks and other intangible assets, net |
9.2 | 9.9 | ||||||
| Prepaid pension |
54.5 | 57.3 | ||||||
| Other assets |
22.5 | 23.0 | ||||||
| Total Assets |
$ | 430.4 | $ | 432.5 | ||||
| LIABILITIES AND SHAREHOLDERS EQUITY: | ||||||||
| Current Liabilities | ||||||||
| Current portion of long-term debt |
$ | .2 | $ | .2 | ||||
| Accounts payable |
85.2 | 96.5 | ||||||
| Accrued payroll and personal property taxes |
12.9 | 14.0 | ||||||
| Accrued interest |
9.5 | 9.5 | ||||||
| Other current liabilities |
17.2 | 15.3 | ||||||
| Total Current Liabilities |
125.0 | 135.5 | ||||||
| Long-term debt |
197.6 | 181.5 | ||||||
| Postretirement benefits other than pensions |
47.2 | 48.1 | ||||||
| Deferred income taxes |
3.7 | 3.7 | ||||||
| Other liabilities |
14.1 | 12.9 | ||||||
| Shareholders Equity | ||||||||
| Preference stock - $1.00 par value; 15 million shares authorized; none outstanding |
| | ||||||
| Common stock - $0.10 par value; 135 million shares authorized; 42.5 million and 42.4 million shares issued as of May 31, 2005 and November 30, 2004, respectively; 40.9 million and 40.7 million shares outstanding as of May 31, 2005 and November 30, 2004, respectively |
4.3 | 4.2 | ||||||
| Additional contributed capital |
311.4 | 310.9 | ||||||
| Retained deficit |
(263.5 | ) | (256.2 | ) | ||||
| Treasury stock at cost; 1.6 million and 1.7 million shares as of May 31, 2005 and November 30, 2004, respectively |
(10.7 | ) | (11.4 | ) | ||||
| Accumulated other comprehensive income |
1.3 | 3.3 | ||||||
| Total Shareholders Equity |
42.8 | 50.8 | ||||||
| Total Liabilities and Shareholders Equity |
$ | 430.4 | $ | 432.5 | ||||
See notes to the unaudited interim consolidated financial statements.
-4-
Consolidated Statements of Cash Flows
(Dollars in Millions)
(Unaudited)
| Six Months Ended May 31, |
||||||||
| 2005 |
2004 |
|||||||
| Operating Activities | ||||||||
| Net loss |
$ | (7.3 | ) | $ | (5.5 | ) | ||
| Adjustments to reconcile net loss to net cash (used in) provided by operating activities: |
||||||||
| Write-off of fixed and other assets |
2.0 | | ||||||
| Depreciation, amortization and loss on sale of fixed assets |
11.0 | 11.5 | ||||||
| Changes in operating assets and liabilities: |
||||||||
| Current assets |
(10.5 | ) | (19.6 | ) | ||||
| Current liabilities |
(9.0 | ) | 15.2 | |||||
| Other non-current assets |
1.9 | .8 | ||||||
| Other non-current liabilities |
.4 | (1.1 | ) | |||||
| Net Cash (Used In) Provided By Operating Activities |
(11.5 | ) | 1.3 | |||||
| Investing Activities | ||||||||
| Capital expenditures |
(5.4 | ) | (3.8 | ) | ||||
| Net Cash Used In Investing Activities |
(5.4 | ) | (3.8 | ) | ||||
| Financing Activities | ||||||||
| Long-term debt incurred |
388.7 | 327.1 | ||||||
| Long-term debt paid |
(371.7 | ) | (326.1 | ) | ||||
| Other |
| .1 | ||||||
| Net Cash Provided By Financing Activities |
17.0 | 1.1 | ||||||
| Effect of exchange rate changes on cash |
(.3 | ) | .5 | |||||
| Net Decrease In Cash And Cash Equivalents | (.2 | ) | (.9 | ) | ||||
| Cash and cash equivalents at beginning of year |
15.0 | 14.1 | ||||||
| Cash And Cash Equivalents At End Of Period |
$ | 14.8 | $ | 13.2 | ||||
| Supplemental Cash Flows Information | ||||||||
| Cash paid: |
||||||||
| Interest |
$ | 10.7 | $ | 10.5 | ||||
| Income taxes |
$ | | $ | | ||||
See notes to the unaudited interim consolidated financial statements.
-5-
NOTES TO THE UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
AS OF MAY 31, 2005
(In Millions of Dollars, Except Per Share Data)
Note A Basis of Presentation
The accompanying unaudited interim consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles for interim financial statements and with the instructions to Form 10-Q and Article 10 of Regulation S-X and, therefore, do not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements. These interim statements should be read in conjunction with the financial statements and notes thereto included in the OMNOVA Solutions Inc. (OMNOVA Solutions or the Company) Annual Report on Form 10-K for the fiscal year ended November 30, 2004, previously filed with the Securities and Exchange Commission.
The balance sheet at November 30, 2004 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements.
In the opinion of management, these interim consolidated financial statements contain all the normal recurring accruals and adjustments considered necessary for a fair presentation of the unaudited results for the three and six month periods ended May 31, 2005 and 2004. The results of operations for the three and six month periods ended May 31, 2005 are not necessarily indicative, if annualized, of those to be expected for the full fiscal year.
The preparation of the financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.
A detailed description of the Companys significant accounting policies and management judgments is located in the audited financial statements for the fiscal year ended November 30, 2004, included in the Companys Form 10-K filed with the Securities and Exchange Commission.
Segment operating profit represents net sales less applicable costs, expenses and provisions for restructuring, severance, asset write-offs and work stoppage costs relating to operations. Segment operating profit excludes unallocated corporate headquarters expenses, provisions for corporate headquarters restructuring and severance, interest expense and income taxes. Corporate headquarters expense includes the cost of providing and maintaining the corporate headquarters functions, including salaries, rent, travel and entertainment expenses, depreciation, utility costs, outside services and amortization of deferred financing costs.
Certain reclassifications have been made to conform prior years information to the current presentation.
New Accounting Pronouncements In November 2004, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 151, Inventory Costs, an amendment of ARB 43, Chapter 4. SFAS No. 151 requires certain inventory costs to be recognized as current period expenses. This standard also provides guidance for the allocation of fixed production overhead costs. This standard is effective for inventory costs incurred during fiscal years beginning after June 15, 2005. The Company will adopt this standard in fiscal 2006. The Company has not yet determined the impact, if any, this Statement will have on the financial statements of the Company.
-6-
Note A Basis of Presentation (Continued)
In December 2004, the FASB issued SFAS No. 123 (Revised), Share-Based Payment. This standard revises SFAS No. 123, Accounting Principles Board (APB) Opinion No. 25 and related accounting interpretations, and eliminates the use of the intrinsic value method. The Company currently uses the intrinsic value method of APB Opinion No. 25 to value stock options, and accordingly, no compensation expense has been recognized for stock options as the Company grants stock options with exercise prices equal to the Companys common stock market price on the date of the grant. This standard requires the expensing of all share-based compensation, including stock options, using the fair value based method. The Company will elect to expense stock options using the modified prospective transition method prescribed in SFAS No. 123 (Revised). The modified prospective transition method requires expense to be recognized for new grants or modifications issued in the period of adoption, plus the current period expense for non-vested awards issued prior to the adoption of this standard. No expense is recognized for awards vested in prior periods. On April 14, 2005, the Securities and Exchange Commission (SEC) announced that it would delay the required implementation of SFAS No. 123 (Revised), allowing companies that are not small business issuers to adopt the Statement no later than the beginning of the first fiscal year beginning after June 15, 2005. As a result, the Company will adopt SFAS No. 123 (Revised) as of December 1, 2005. The Company expects the impact from adoption of this standard to be approximately $0.01 per share in fiscal year 2006. This estimate assumes that the number and the fair value of stock options granted are similar to recent historical amounts. While the Company regularly evaluates the use of share-based payments, its recent practice has been to issue fewer stock options than have been issued in the past, utilizing other forms of incentives such as restricted stock. The actual impact per share would be different in the event the number of options granted or the fair value of options increases or decreases from the current estimate.
In March 2005, the SEC released SEC Staff Accounting Bulletin (SAB) No. 107, Share-Based Payment. SAB No. 107 provides the SEC staffs position regarding the application of SFAS No. 123 (Revised) and certain SEC rules and regulations, and also provides the staffs views regarding the valuation of share-based payments for public companies. The Company is currently reviewing the effects, if any, that the application of SAB No. 107 will have on the Companys financial position and results of operations.
In May 2005, the FASB issued SFAS No. 154 Accounting Changes and Error Corrections. SFAS No. 154 replaces APB No. 20 Accounting Changes and SFAS No. 3 Reporting Accounting Changes in Interim Financial Statements. SFAS No. 154 requires companies to apply a retrospective application for reporting a change in accounting principle and differentiates a retrospective application from a restatement. This statement also carries forward the guidance from APB No. 20 regarding the correction of an error and changes in accounting estimates. The Company will adopt this standard in fiscal 2007. The Company does not anticipate a material impact on the financial statements of the Company from the adoption of this statement.
Note B Inventories
Inventories are stated at the lower of cost or market value. A portion of the inventories is priced by use of the last-in, first-out (LIFO) method using various dollar value pools. Interim LIFO determinations involve managements judgments of expected year-end inventory levels and costs are subject to year-end LIFO inventory calculations. The remaining portion of inventories are stated using the first-in, first-out (FIFO) method. Components of inventory are as follows:
| May 31, 2005 |
November 30, 2004 |
|||||||
| Raw materials and supplies |
$ | 21.0 | $ | 21.7 | ||||
| Work-in-process |
3.5 | 3.0 | ||||||
| Finished products |
65.0 | 64.0 | ||||||
| Approximate replacement cost of inventories |
89.5 | 88.7 | ||||||
| LIFO reserves |
(26.9 | ) | (26.9 | ) | ||||
| Other reserves |
(11.9 | ) | (12.2 | ) | ||||
| Inventories |
$ | 50.7 | $ | 49.6 | ||||
-7-
Note C Long-Term Debt and Credit Lines
On May 28, 2003, the Company issued $165 million of 11.25% Senior Secured Notes (Notes) due June 1, 2010. The Notes are secured by all real property and equipment relating to the Companys ten principal domestic manufacturing facilities. The Company has the option to redeem the Notes after May 31, 2007 at a premium. Interest on the Notes is paid semi-annually on June 1st and December 1st. The Company used the proceeds from this offering to repay outstanding amounts under its then existing revolving credit facility, to terminate its receivables sale program and to pay related fees and expenses.
In addition, on May 28, 2003, the Company entered into a $100 million, senior secured revolving credit facility (Facility). The Facility includes a $15 million sublimit for the issuance of commercial and standby letters of credit and a $10 million sublimit for swingline loans. Borrowings under the Facility are limited to a borrowing base using customary advance rates for eligible accounts receivable and inventory. Borrowings under the Facility are secured by domestic accounts receivable, inventory and intangible assets. The Facility requires the Company to meet financial covenants relating to minimum excess availability. Effective May 18, 2005, the Facility was amended to reduce the applicable interest rate spreads, extend the term of the Facility to November 30, 2009 and provide the Company with flexibility for investment and refinancing opportunities. This amendment did not have an impact on the borrowing base of the agreement. Under the Facility, the Company must maintain an average excess availability of $20 million and at May 31, 2005, the Company was in compli