þ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Delaware | 41-1838504 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
1 Imation Way Oakdale, Minnesota | 55128 | |
(Address of principal executive offices) | (Zip Code) |
Large accelerated filer o | Accelerated filer þ | Non-accelerated filer o(Do not check if a smaller reporting company) | Smaller reporting companyo |
PAGE | |
Three Months Ended | Six Months Ended | |||||||||||||||
June 30, | June 30, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Net revenue | $ | 178.6 | $ | 211.7 | $ | 357.5 | $ | 436.1 | ||||||||
Cost of goods sold | 144.7 | 156.5 | 289.9 | 338.8 | ||||||||||||
Gross profit | 33.9 | 55.2 | 67.6 | 97.3 | ||||||||||||
Operating expenses: | ||||||||||||||||
Selling, general and administrative | 44.3 | 46.5 | 87.7 | 95.8 | ||||||||||||
Research and development | 4.5 | 4.3 | 8.8 | 9.7 | ||||||||||||
Restructuring and other | 5.2 | 4.4 | 7.3 | 6.5 | ||||||||||||
Total | 54.0 | 55.2 | 103.8 | 112.0 | ||||||||||||
Operating loss from continuing operations | (20.1 | ) | — | (36.2 | ) | (14.7 | ) | |||||||||
Other (income) expense | ||||||||||||||||
Interest income | (0.1 | ) | — | (0.2 | ) | — | ||||||||||
Interest expense | 0.6 | 0.6 | 1.2 | 1.3 | ||||||||||||
Other, net expense (income) | 0.8 | 0.1 | 1.0 | (0.1 | ) | |||||||||||
Total | 1.3 | 0.7 | 2.0 | 1.2 | ||||||||||||
Loss from continuing operations before income taxes | (21.4 | ) | (0.7 | ) | (38.2 | ) | (15.9 | ) | ||||||||
Income tax (benefit) provision | (1.6 | ) | 1.1 | (1.6 | ) | 1.5 | ||||||||||
Loss from continuing operations | (19.8 | ) | (1.8 | ) | (36.6 | ) | (17.4 | ) | ||||||||
Discontinued operations: | ||||||||||||||||
Loss on sale of discontinued businesses, net of income taxes | (1.2 | ) | — | (1.7 | ) | — | ||||||||||
Loss from operations of discontinued businesses, net of income taxes | (0.4 | ) | (3.3 | ) | (0.6 | ) | (8.8 | ) | ||||||||
Loss from discontinued operations, net of income taxes | (1.6 | ) | (3.3 | ) | (2.3 | ) | (8.8 | ) | ||||||||
Net loss | $ | (21.4 | ) | $ | (5.1 | ) | $ | (38.9 | ) | $ | (26.2 | ) | ||||
Loss per common share — basic: | ||||||||||||||||
Continuing operations | $ | (0.48 | ) | $ | (0.04 | ) | $ | (0.89 | ) | $ | (0.43 | ) | ||||
Discontinued operations | (0.04 | ) | (0.08 | ) | (0.06 | ) | (0.22 | ) | ||||||||
Net loss | (0.52 | ) | (0.13 | ) | (0.95 | ) | (0.65 | ) | ||||||||
Loss per common share — diluted: | ||||||||||||||||
Continuing operations | $ | (0.48 | ) | $ | (0.04 | ) | $ | (0.89 | ) | $ | (0.43 | ) | ||||
Discontinued operations | (0.04 | ) | (0.08 | ) | (0.06 | ) | (0.22 | ) | ||||||||
Net loss | (0.52 | ) | (0.13 | ) | (0.95 | ) | (0.65 | ) | ||||||||
Weighted average shares outstanding — basic: | 41.2 | 40.5 | 41.0 | 40.5 | ||||||||||||
Weighted average shares outstanding — diluted: | 41.2 | 40.5 | 41.0 | 40.5 | ||||||||||||
Three Months Ended | Six Months Ended | |||||||||||||||
June 30, | June 30, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Net loss | $ | (21.4 | ) | $ | (5.1 | ) | $ | (38.9 | ) | $ | (26.2 | ) | ||||
Other comprehensive income (loss), net of tax: | ||||||||||||||||
Net unrealized (losses) gains on derivative financial instruments: | ||||||||||||||||
Net holding (losses) gains arising during the period | (0.5 | ) | 1.8 | (1.5 | ) | 4.6 | ||||||||||
Reclassification adjustment for net realized gains included in net loss | (0.1 | ) | (1.9 | ) | (0.4 | ) | (3.2 | ) | ||||||||
Total net unrealized (losses) gains on derivative financial instruments | (0.6 | ) | (0.1 | ) | (1.9 | ) | 1.4 | |||||||||
Net pension adjustments: | ||||||||||||||||
Liability adjustments for defined benefit plans | 0.8 | 2.0 | 0.8 | 2.0 | ||||||||||||
Reclassification of adjustments for defined benefit plans included in net loss | 0.8 | 2.0 | 0.7 | 2.4 | ||||||||||||
Total net pension adjustments | 1.6 | 4.0 | 1.5 | 4.4 | ||||||||||||
Unrealized foreign currency translation gains (losses) | 2.2 | (6.7 | ) | (1.3 | ) | (10.9 | ) | |||||||||
Total other comprehensive income (loss), net of tax | 3.2 | (2.8 | ) | (1.7 | ) | (5.1 | ) | |||||||||
Comprehensive loss | $ | (18.2 | ) | $ | (7.9 | ) | $ | (40.6 | ) | $ | (31.3 | ) |
June 30, | December 31, | |||||||
2014 | 2013 | |||||||
Assets | ||||||||
Current assets | ||||||||
Cash and cash equivalents | $ | 114.7 | $ | 132.6 | ||||
Accounts receivable, net | 127.8 | 163.3 | ||||||
Inventories | 85.5 | 84.3 | ||||||
Other current assets | 39.7 | 48.8 | ||||||
Total current assets | 367.7 | 429.0 | ||||||
Property, plant and equipment, net | 48.8 | 51.6 | ||||||
Intangible assets, net | 63.2 | 68.6 | ||||||
Goodwill | 72.7 | 72.1 | ||||||
Other assets | 22.3 | 20.5 | ||||||
Total assets | $ | 574.7 | $ | 641.8 | ||||
Liabilities and Shareholders’ Equity | ||||||||
Current liabilities | ||||||||
Accounts payable | $ | 79.6 | $ | 94.7 | ||||
Short-term debt | 20.0 | 20.0 | ||||||
Other current liabilities | 101.2 | 116.4 | ||||||
Total current liabilities | 200.8 | 231.1 | ||||||
Other liabilities | 38.2 | 37.5 | ||||||
Total liabilities | 239.0 | 268.6 | ||||||
Commitments and contingencies (Note 15) | ||||||||
Shareholders’ equity | 335.7 | 373.2 | ||||||
Total liabilities and shareholders’ equity | $ | 574.7 | $ | 641.8 |
Six Months Ended | |||||||
June 30, | |||||||
2014 | 2013 | ||||||
Cash Flows from Operating Activities: | |||||||
Net loss | $ | (38.9 | ) | (26.2 | ) | ||
Adjustments to reconcile net loss to net cash used in operating activities: | |||||||
Depreciation and amortization | 10.9 | 12.4 | |||||
Stock-based compensation | 3.0 | 3.2 | |||||
Other, net | 2.1 | (1.8 | ) | ||||
Changes in operating assets and liabilities | 6.1 | 4.7 | |||||
Net cash used in operating activities | (16.8 | ) | (7.7 | ) | |||
Cash Flows from Investing Activities: | |||||||
Capital expenditures | (2.3 | ) | (3.5 | ) | |||
Proceeds from purchase price adjustment | — | 1.6 | |||||
Proceeds from sale of disposal group | 1.6 | 0.2 | |||||
Net cash used in investing activities | (0.7 | ) | (1.7 | ) | |||
Cash Flows from Financing Activities: | |||||||
Purchase of treasury stock | (0.9 | ) | (2.5 | ) | |||
Exercise of stock options | 0.4 | — | |||||
Short-term debt repayment | (24.9 | ) | — | ||||
Short-term borrowings | 24.5 | — | |||||
Contingent consideration payments | — | (0.5 | ) | ||||
Net cash used in financing activities | (0.9 | ) | (3.0 | ) | |||
Effect of exchange rate changes on cash and cash equivalents | 0.5 | (1.9 | ) | ||||
Net change in cash and cash equivalents | (17.9 | ) | (14.3 | ) | |||
Cash and cash equivalents — beginning of period | 132.6 | 108.7 | |||||
Cash and cash equivalents — end of period | $ | 114.7 | 94.4 |
Three Months Ended | Six Months Ended | |||||||||||||||
June 30, 2013 | June 30, 2013 | |||||||||||||||
(In millions) | As Reported | As Revised | As Reported | As Revised | ||||||||||||
Net loss | $ | (5.1 | ) | $ | (5.1 | ) | $ | (26.2 | ) | $ | (26.2 | ) | ||||
Other comprehensive loss, net of tax: | ||||||||||||||||
Net unrealized (losses) gains on derivative financial instruments: | ||||||||||||||||
Net holding gains arising during the period | 1.8 | 1.8 | 4.6 | 4.6 | ||||||||||||
Reclassification adjustment for net realized gains included in net loss | (1.9 | ) | (1.9 | ) | (3.2 | ) | (3.2 | ) | ||||||||
Total net unrealized (losses) gains on derivative financial instruments | (0.1 | ) | (0.1 | ) | 1.4 | 1.4 | ||||||||||
Net pension adjustments: | ||||||||||||||||
Liability adjustments for defined benefit plans | — | 2.0 | — | 2.0 | ||||||||||||
Reclassification adjustment for defined benefit plans included in net loss | 0.5 | 2.0 | 0.9 | 2.4 | ||||||||||||
Total net pension adjustments | 0.5 | 4.0 | 0.9 | 4.4 | ||||||||||||
Unrealized foreign currency translation losses | (6.7 | ) | (6.7 | ) | (10.9 | ) | (10.9 | ) | ||||||||
Total other comprehensive loss, net of tax | (6.3 | ) | (2.8 | ) | (8.6 | ) | (5.1 | ) | ||||||||
Comprehensive loss | $ | (11.4 | ) | $ | (7.9 | ) | $ | (34.8 | ) | $ | (31.3 | ) |
Defined Benefit Plans | Total | |||||||||||||||
(In millions) | As Reported | As Revised | As Reported | As Revised | ||||||||||||
Balance as of December 31, 2012 | $ | (27.8 | ) | $ | (27.8 | ) | $ | (74.2 | ) | $ | (74.2 | ) | ||||
Other comprehensive income (loss) before reclassifications, net of tax | — | 2.0 | (6.3 | ) | (4.3 | ) | ||||||||||
Amounts reclassified from accumulated other comprehensive loss, net of tax | 0.9 | 2.4 | (2.3 | ) | (0.8 | ) | ||||||||||
Net current-period other comprehensive income (loss) | 0.9 | 4.4 | (8.6 | ) | (5.1 | ) | ||||||||||
Balance as of June 30, 2013 | $ | (26.9 | ) | $ | (23.4 | ) | $ | (82.8 | ) | $ | (79.3 | ) |
Amounts Reclassified from Accumulated Other Comprehensive Loss | Affected Line Item in the Consolidated Statement of Operations Where (Gain) Loss is Presented | |||||||||
Three Months Ended | Six Months Ended | |||||||||
(In millions) | June 30, 2013 | June 30, 2013 | ||||||||
Gains on cash flow hedges | $ | (3.1 | ) | $ | (5.2 | ) | Cost of goods sold | |||
Income tax expense | 1.2 | 2.0 | Income tax provision | |||||||
(1.9 | ) | (3.2 | ) | |||||||
Amortization of net actuarial loss | 0.5 | 0.9 | Selling, general and administrative | |||||||
Pension settlement loss | 1.5 | 1.5 | Restructuring and other | |||||||
Income tax expense | — | — | Income tax provision | |||||||
2.0 | 2.4 | |||||||||
Total reclassifications for the period | $ | 0.1 | $ | (0.8 | ) |
Three Months Ended | Six Months Ended | ||||||||||||||
June 30, | June 30, | ||||||||||||||
(In millions, except for per share amounts) | 2014 | 2013 | 2014 | 2013 | |||||||||||
Numerator: | |||||||||||||||
Loss from continuing operations | $ | (19.8 | ) | $ | (1.8 | ) | $ | (36.6 | ) | $ | (17.4 | ) | |||
Loss from discontinued operations, net of income taxes | (1.6 | ) | (3.3 | ) | (2.3 | ) | (8.8 | ) | |||||||
Net loss | $ | (21.4 | ) | $ | (5.1 | ) | $ | (38.9 | ) | $ | (26.2 | ) | |||
Denominator: | |||||||||||||||
Weighted average number of common shares outstanding during the period - basic | 41.2 | 40.5 | 41.0 | 40.5 | |||||||||||
Dilutive effect of stock-based compensation plans | — | — | — | — | |||||||||||
Weighted average number of diluted shares outstanding during the period - diluted | 41.2 | 40.5 | 41.0 | 40.5 | |||||||||||
Loss per common share — basic | |||||||||||||||
Continuing operations | $ | (0.48 | ) | $ | (0.04 | ) | $ | (0.89 | ) | $ | (0.43 | ) | |||
Discontinued operations | (0.04 | ) | (0.08 | ) | (0.06 | ) | (0.22 | ) | |||||||
Net loss | (0.52 | ) | (0.13 | ) | (0.95 | ) | (0.65 | ) | |||||||
Loss per common share — diluted | |||||||||||||||
Continuing operations | $ | (0.48 | ) | $ | (0.04 | ) | $ | (0.89 | ) | $ | (0.43 | ) | |||
Discontinued operations | (0.04 | ) | (0.08 | ) | (0.06 | ) | (0.22 | ) | |||||||
Net loss | (0.52 | ) | (0.13 | ) | (0.95 | ) | (0.65 | ) | |||||||
Anti-dilutive shares excluded from calculation | 4.9 | 6.2 | 4.7 | 6.5 |
Three Months Ended | Six Months Ended | |||||||||||||||
June 30, | June 30, | |||||||||||||||
(In millions) | 2014 | 2013 | 2014 | 2013 | ||||||||||||
Net revenue | $ | — | $ | 12.2 | $ | 0.5 | $ | 23.4 | ||||||||
Loss on sale of discontinued businesses, before income taxes | (1.2 | ) | — | (1.7 | ) | — | ||||||||||
Loss from operations of discontinued businesses, before income taxes | (0.4 | ) | (3.3 | ) | (0.6 | ) | (8.8 | ) | ||||||||
Income tax provision (benefit) | — | — | — | — | ||||||||||||
Loss from discontinued operations, net of income taxes | $ | (1.6 | ) | $ | (3.3 | ) | $ | (2.3 | ) | $ | (8.8 | ) |
June 30, | December 31, | |||||||
(In millions) | 2014 | 2013 | ||||||
Accounts Receivable | ||||||||
Accounts receivable | $ | 137.3 | $ | 177.8 | ||||
Less reserves and allowances1 | (9.5 | ) | (14.5 | ) | ||||
Accounts receivable, net | $ | 127.8 | $ | 163.3 | ||||
Inventories | ||||||||
Finished goods | $ | 78.2 | $ | 76.3 | ||||
Work in process | 2.3 | 2.9 | ||||||
Raw materials and supplies | 5.0 | 5.1 | ||||||
Total inventories | $ | 85.5 | $ | 84.3 | ||||
Property, Plant and Equipment | ||||||||
Property, plant and equipment | $ | 199.4 | $ | 201.7 | ||||
Less accumulated depreciation | (150.6 | ) | (150.1 | ) | ||||
Property, plant and equipment, net | $ | 48.8 | $ | 51.6 |
(In millions) | Trade Names | Software | Customer Relationships | Other | Total | |||||||||||||||
June 30, 2014 | ||||||||||||||||||||
Gross carrying amount | $ | 34.3 | $ | 59.5 | $ | 20.4 | $ | 26.3 | $ | 140.5 | ||||||||||
Accumulated amortization | (11.6 | ) | (54.8 | ) | (2.9 | ) | (8.0 | ) | (77.3 | ) | ||||||||||
Intangible assets, net | $ | 22.7 | $ | 4.7 | $ | 17.5 | $ | 18.3 | $ | 63.2 | ||||||||||
December 31, 2013 | ||||||||||||||||||||
Gross carrying amount | $ | 34.3 | $ | 58.5 | $ | 20.4 | $ | 26.3 | $ | 139.5 | ||||||||||
Accumulated amortization | (9.2 | ) | (53.3 | ) | (2.1 | ) | (6.3 | ) | (70.9 | ) | ||||||||||
Intangible assets, net | $ | 25.1 | $ | 5.2 | $ | 18.3 | $ | 20.0 | $ | 68.6 |
Three Months Ended | Six Months Ended | |||||||||||||||
June 30, | June 30, | |||||||||||||||
(In millions) | 2014 | 2013 | 2014 | 2013 | ||||||||||||
Amortization expense | $ | 3.2 | $ | 3.3 | $ | 6.4 | $ | 6.9 |
(In millions) | 2014 (Remainder) | 2015 | 2016 | 2017 | 2018 | |||||||||||||||
Amortization expense | $ | 6.2 | $ | 11.9 | $ | 8.5 | $ | 7.7 | $ | 6.3 |
Three Months Ended | Six Months Ended | |||||||||||||||
June 30, | June 30, | |||||||||||||||
(In millions) | 2014 | 2013 | 2014 | 2013 | ||||||||||||
Restructuring | ||||||||||||||||
Severance and related | $ | 2.4 | $ | 0.6 | $ | 2.8 | $ | 1.2 | ||||||||
Lease termination costs | — | 0.5 | 0.1 | 0.6 | ||||||||||||
Other | 0.8 | 0.5 | 0.9 | 1.3 | ||||||||||||
Total restructuring | $ | 3.2 | $ | 1.6 | $ | 3.8 | $ | 3.1 | ||||||||
Other | ||||||||||||||||
Contingent consideration fair value adjustment | — | (0.3 | ) | — | (0.4 | ) | ||||||||||
Acquisition and integration related costs | — | 0.8 | — | 1.2 | ||||||||||||
Pension settlement/curtailment (Note 9) | 0.6 | 1.5 | (0.1 | ) | 1.5 | |||||||||||
Other1 | 1.4 | 0.8 | 3.6 | 1.1 | ||||||||||||
Total | $ | 5.2 | $ | 4.4 | $ | 7.3 | $ | 6.5 |
(In millions) | Severance and Related | Lease Termination Costs | Other | Total | ||||||||||||
Accrued balance at December 31, 2013 | $ | 2.2 | $ | 0.4 | $ | 0.8 | $ | 3.4 | ||||||||
Charges | 0.4 | 0.1 | 0.1 | 0.6 | ||||||||||||
Usage and payments | (0.9 | ) | (0.1 | ) | (0.8 | ) | (1.8 | ) | ||||||||
Currency impacts | — | (0.1 | ) | — | (0.1 | ) | ||||||||||
Accrued balance at March 31, 2014 | $ | 1.7 | $ | 0.3 | $ | 0.1 | $ | 2.1 | ||||||||
Charges | 2.2 | — | 0.4 | 2.6 | ||||||||||||
Usage and payments | (0.9 | ) | — | (0.2 | ) | (1.1 | ) | |||||||||
Currency impacts | — | — | 0.1 | 0.1 | ||||||||||||
Accrued balance at June 30, 2014 | $ | 3.0 | $ | 0.3 | $ | 0.4 | $ | 3.7 |
Three Months Ended | Six Months Ended | |||||||||||||||
June 30, | June 30, | |||||||||||||||
(In millions) | 2014 | 2013 | 2014 | 2013 | ||||||||||||
Stock-based compensation expense | $ | 1.4 | $ | 1.4 | $ | 3.0 | $ | 3.2 |
Stock Options | Weighted Average Exercise Price | ||||||
Outstanding December 31, 2013 | 5,371,538 | $ | 13.11 | ||||
Granted | 61,275 | 3.72 | |||||
Exercised | (87,569 | ) | 3.97 | ||||
Canceled | (331,899 | ) | 25.98 | ||||
Forfeited | (330,378 | ) | 3.95 | ||||
Outstanding June 30, 2014 | 4,682,967 | $ | 12.84 | ||||
Exercisable as of June 30, 2014 | 3,897,982 | $ | 14.50 |
Six Months Ended June 30, | ||||
2014 | 2013 | |||
Volatility | 46.2 | % | 42.8 | % |
Risk-free interest rate | 1.9 | % | 1.0 | % |
Expected life (months) | 73 | 72 | ||
Dividend yield | — | — |
Restricted Stock | Weighted Average Grant Date Fair Value Per Share | ||||||
Nonvested as of December 31, 2013 | 1,192,321 | $ | 4.87 | ||||
Granted | 1,086,524 | 3.72 | |||||
Grant Adjustments | (4,925 | ) | 3.75 | ||||
Vested | (697,133 | ) | 5.21 | ||||
Forfeited | (16,135 | ) | 5.27 | ||||
Nonvested as of June 30, 2014 | 1,560,652 | $ | 3.91 |
United States | International | United States | International | |||||||||||||||||||||||||||||
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||||||||
(In millions) | 2014 | 2013 | 2014 | 2013 | 2014 | 2013 | 2014 | 2013 | ||||||||||||||||||||||||
Service cost | $ | — | $ | — | $ | 0.1 | $ | 0.1 | $ | — | $ | — | $ | 0.2 | $ | 0.2 | ||||||||||||||||
Interest cost | 0.8 | 0.8 | 0.2 | — | 1.6 | 1.5 | 0.4 | — | ||||||||||||||||||||||||
Expected return on plan assets | (1.2 | ) | (1.2 | ) | (0.2 | ) | — | (2.4 | ) | (2.5 | ) | (0.4 | ) | — | ||||||||||||||||||
Amortization of net actuarial loss | 0.3 | 0.5 | 0.1 | 0.1 | 0.6 | 0.9 | 0.1 | 0.2 | ||||||||||||||||||||||||
Amortization of prior service credit | — | — | (0.1 | ) | — | — | — | (0.1 | ) | — | ||||||||||||||||||||||
Net periodic pension (credit) cost | $ | (0.1 | ) | $ | 0.1 | $ | 0.1 | $ | 0.2 | $ | (0.2 | ) | $ | (0.1 | ) | $ | 0.2 | $ | 0.4 | |||||||||||||
Settlement loss | 0.6 | 1.5 | — | — | 0.6 | 1.5 | — | — | ||||||||||||||||||||||||
Curtailment gain | — | — | — | — | — | — | (0.7 | ) | — | |||||||||||||||||||||||
Total pension cost (credit) | $ | 0.5 | $ | 1.6 | $ | 0.1 | $ | 0.2 | $ | 0.4 | $ | 1.4 | $ | (0.5 | ) | $ | 0.4 |
June 30, 2014 | December 31, 2013 | |||||||||||||||||||||||
(In millions) | Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Unobservable Inputs (Level 3) | Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Unobservable Inputs (Level 3) | ||||||||||||||||||
Derivative assets | ||||||||||||||||||||||||
Foreign currency option contracts | $ | — | $ | 0.3 | $ | — | $ | — | $ | 1.8 | $ | — | ||||||||||||
Foreign currency forward contracts | — | 0.9 | — | — | 3.3 | — | ||||||||||||||||||
Derivative liabilities | ||||||||||||||||||||||||
Foreign currency option contracts | — | — | — | — | (0.2 | ) | — | |||||||||||||||||
Foreign currency forward contracts | — | (0.3 | ) | — | — | (0.5 | ) | — | ||||||||||||||||
Total net derivative assets | $ | — | $ | 0.9 | $ | — | $ | — | $ | 4.4 | $ | — |
June 30, 2014 | December 31, 2013 | |||||||||||||||||||||||
Fair Value | Fair Value | |||||||||||||||||||||||
(In millions) | Notional Amount | Other Current Assets | Other Current Liabilities | Notional Amount | Other Current Assets | Other Current Liabilities | ||||||||||||||||||
Cash flow hedges designated as hedging instruments | $ | 69.8 | $ | 1.2 | $ | (0.3 | ) | $ | 133.8 | $ | 5.1 | $ | (0.7 | ) | ||||||||||
Other hedges not receiving hedge accounting | 25.9 | — | — | 29.4 | — | — | ||||||||||||||||||
Total | $ | 95.7 | $ | 1.2 | $ | (0.3 | ) | $ | 163.2 | $ | 5.1 | $ | (0.7 | ) |
Treasury Shares | |||
Balance as of December 31, 2013 | 1,121,926 | ||
Purchases | 260,268 | ||
Exercise of stock options | (87,569 | ) | |
Restricted stock grants, forfeitures and other | (924,546 | ) | |
401(k) matching contribution | (273,032 | ) | |
Balance as of June 30, 2014 | 97,047 |
(In millions) | Gains (Losses) on Derivative Financial Instruments | Defined Benefit Plans | Foreign Currency Translation | Total | ||||||||||||
Balance as of December 31, 2013 | $ | 2.4 | $ | (11.6 | ) | $ | (53.6 | ) | $ | (62.8 | ) | |||||
Other comprehensive income (loss) before reclassifications, net of tax 1 | (1.5 | ) | 0.8 | (1.3 | ) | (2.0 | ) | |||||||||
Amounts reclassified from accumulated other comprehensive income (loss), net of tax | (0.4 | ) | 0.7 | — | 0.3 | |||||||||||
Net current-period other comprehensive income (loss) | (1.9 | ) | 1.5 | (1.3 | ) | (1.7 | ) | |||||||||
Balance as of June 30, 2014 | $ | 0.5 | $ | (10.1 | ) | $ | (54.9 | ) | $ | (64.5 | ) |
Amounts Reclassified from Accumulated Other Comprehensive Loss | Affected Line Item in the Consolidated Statement of Operations Where (Gain) Loss is Presented | |||||||||
Three Months Ended | Six Months Ended | |||||||||
(In millions) | June 30, 2014 | June 30, 2014 | ||||||||
Gains on cash flow hedges | $ | (0.2 | ) | $ | (0.8 | ) | Cost of goods sold | |||
Income tax expense | 0.1 | 0.4 | Income tax provision | |||||||
(0.1 | ) | (0.4 | ) | |||||||
Amortization of net actuarial loss | 0.2 | 0.6 | Selling, general and administrative | |||||||
Net pension curtailment/settlement loss (gain) | 0.6 | (0.1 | ) | Restructuring and other | ||||||
Income tax expense | — | 0.2 | Income tax provision | |||||||
0.8 | 0.7 | |||||||||
Total reclassifications for the period | $ | 0.7 | $ | 0.3 |
Three Months Ended | Six Months Ended | |||||||||||||||
June 30, | June 30, | |||||||||||||||
(In millions) | 2014 | 2013 | 2014 | 2013 | ||||||||||||
Net revenue | ||||||||||||||||
Consumer Storage and Accessories | ||||||||||||||||
Consumer storage media | $ | 84.5 | $ | 107.3 | $ | 174.0 | $ | 221.5 | ||||||||
Audio and accessories | 10.6 | 9.6 | 21.1 | 17.2 | ||||||||||||
Total Consumer Storage and Accessories | 95.1 | 116.9 | 195.1 | 238.7 | ||||||||||||
Tiered Storage and Security Solutions | ||||||||||||||||
Commercial storage media | 54.0 | 61.8 | 105.4 | 128.7 | ||||||||||||
Storage and security solutions | 29.5 | 33.0 | 57.0 | 68.7 | ||||||||||||
Total Tiered Storage and Security Solutions | 83.5 | 94.8 | 162.4 | 197.4 | ||||||||||||
Total net revenue | $ | 178.6 | $ | 211.7 | $ | 357.5 | $ | 436.1 |
Three Months Ended | Six Months Ended | |||||||||||||||
June 30, | June 30, | |||||||||||||||
(In millions) | 2014 | 2013 | 2014 | 2013 | ||||||||||||
Operating income (loss) from continuing operations | ||||||||||||||||
Consumer Storage and Accessories | $ | 3.2 | $ | 20.8 | $ | 7.3 | $ | 26.7 | ||||||||
Tiered Storage and Security Solutions | (8.5 | ) | (2.9 | ) | (17.3 | ) | (5.9 | ) | ||||||||
Total segment operating (loss) income | (5.3 | ) | 17.9 | (10.0 | ) | 20.8 | ||||||||||
Corporate and unallocated | (14.8 | ) | (17.9 | ) | (26.2 | ) | (35.5 | ) | ||||||||
Total operating loss | (20.1 | ) | — | (36.2 | ) | (14.7 | ) | |||||||||
Interest income | (0.1 | ) | — | (0.2 | ) | — | ||||||||||
Interest expense | 0.6 | 0.6 | 1.2 | 1.3 | ||||||||||||
Other, net expense (income) | 0.8 | 0.1 | 1.0 | (0.1 | ) | |||||||||||
Loss from continuing operations before income taxes | $ | (21.4 | ) | $ | (0.7 | ) | $ | (38.2 | ) | $ | (15.9 | ) |
• | Net revenue from continuing operations of $178.6 million for the three months ended June 30, 2014 was down 15.6 percent compared with $211.7 million in the same period last year. |
• | Operating loss from continuing operations was $20.1 million for the three months ended June 30, 2014, compared with breakeven operating results in the same period last year which included the reversal of a $13.6 million accrual for copyright levies as a result of an Italian court ruling (See Note 15 - Litigation, Commitments and Contingencies in our Notes to Condensed Consolidated Financial Statements.) |
• | Diluted loss per share from continuing operations was $0.48 for the three months ended June 30, 2014 compared with a diluted loss per share of $0.04 for the same period last year. |
• | Net revenue from continuing operations of $357.5 million for the six months ended June 30, 2014 was down 18.0 percent compared with $436.1 million in the same period last year. |
• | Operating loss from continuing operations was $36.2 million for the six months ended June 30, 2014, compared with an operating loss of $14.7 million in the same period last year which included the reversal of a $13.6 million accrual for copyright levies discussed above. |
• | Diluted loss per share from continuing operations was $0.89 for the six months ended June 30, 2014 compared with a diluted loss per share of $0.43 for the same period last year. |
• | Cash and cash equivalents totaled $114.7 million as of June 30, 2014 compared with $132.6 million at December 31, 2013. |
• | Cash used in operating activities was $16.8 million for the six months ended June 30, 2014 compared with cash used in operating activities of $7.7 million in the same period last year. |
Three Months Ended | Six Months Ended | |||||||||||||||||||||
June 30, | Percent Change | June 30, | Percent Change | |||||||||||||||||||
(Dollars in millions) | 2014 | 2013 | 2014 | 2013 | ||||||||||||||||||
Net revenue | $ | 178.6 | $ | 211.7 | (15.6 | )% | $ | 357.5 | $ | 436.1 | (18.0 | )% |
Three Months Ended | Six Months Ended | |||||||||||||||||||||
June 30, | Percent Change | June 30, | Percent Change | |||||||||||||||||||
(Dollars in millions) | 2014 | 2013 | 2014 | 2013 | ||||||||||||||||||
Gross profit | $ | 33.9 | $ | 55.2 | (38.6 | )% | $ | 67.6 | $ | 97.3 | (30.5 | )% | ||||||||||
Gross margin | 19.0 | % | 26.1 | % | 18.9 | % | 22.3 | % |
Three Months Ended | Six Months Ended | |||||||||||||||||||||
June 30, | Percent Change | June 30, | Percent Change | |||||||||||||||||||
(Dollars in millions) | 2014 | 2013 | 2014 | 2013 | ||||||||||||||||||
Selling, general and administrative | $ | 44.3 | $ | 46.5 | (4.7 | )% | $ | 87.7 | $ | 95.8 | (8.5 | )% | ||||||||||
As a percent of revenue | 24.8 | % | 22.0 | % | 24.5 | % | 22.0 | % |
Three Months Ended | Six Months Ended | |||||||||||||||||||||
June 30, | Percent Change | June 30, | Percent Change | |||||||||||||||||||
(Dollars in millions) | 2014 | 2013 | 2014 | 2013 | ||||||||||||||||||
Research and development | $ | 4.5 | $ | 4.3 | 4.7 | % | $ | 8.8 | $ | 9.7 | (9.3 | )% | ||||||||||
As a percent of revenue | 2.5 | % | 2.0 | % | 2.5 | % | 2.2 | % |
Three Months Ended | Six Months Ended | |||||||||||||||||||||
June 30, | Percent Change | June 30, | Percent Change | |||||||||||||||||||
(Dollars in millions) | 2014 | 2013 | 2014 | 2013 | ||||||||||||||||||
Restructuring and other | $ | 5.2 | $ | 4.4 | 18.2 | % | $ | 7.3 | $ | 6.5 | 12.3 | % |
Three Months Ended | Six Months Ended | ||||||||||||||||||||
June 30, | Percent Change | June 30, | Percent Change | ||||||||||||||||||
(Dollars in millions) | 2014 | 2013 | 2014 | 2013 | |||||||||||||||||
Operating loss from continuing operations | $ | (20.1 | ) | $ | — | NM | $ | (36.2 | ) | $ | (14.7 | ) | 146.3 | % | |||||||
As a percent of revenue | (11.3 | )% | — | % | (10.1 | )% | (3.4 | )% |
Three Months Ended | Six Months Ended | |||||||||||||||||||||
June 30, | Percent Change | June 30, | Percent Change | |||||||||||||||||||
(Dollars in millions) | 2014 | 2013 | 2014 | 2013 | ||||||||||||||||||
Interest income | $ | (0.1 | ) | $ | — | NM | $ | (0.2 | ) | $ | — | NM | ||||||||||
Interest expense | 0.6 | 0.6 | — | % | 1.2 | 1.3 | (7.7 | )% | ||||||||||||||
Other, net expense (income) | 0.8 | 0.1 | NM | 1.0 | (0.1 | ) | NM | |||||||||||||||
Total other expense | $ | 1.3 | $ | 0.7 | 85.7 | % | $ | 2.0 | $ | 1.2 | 66.7 | % | ||||||||||
As a percent of revenue | 0.7 | % | 0.3 | % | 0.6 | % | 0.3 | % |
Three Months Ended | Six Months Ended | |||||||||||||||||||
June 30, | Percent Change | June 30, | Percent Change | |||||||||||||||||
(Dollars in millions) | 2014 | 2013 | 2014 | 2013 | ||||||||||||||||
Income tax (benefit) provision | $ | (1.6 | ) | $ | 1.1 | NM | $ | (1.6 | ) | $ | 1.5 | NM | ||||||||
Effective tax rate | 7.5 | % | NM | 4.2 | % | (9.4 | )% |
Three Months Ended | Six Months Ended | |||||||||||||||||||||
June 30, | Percent Change | June 30, | Percent Change | |||||||||||||||||||
(Dollars in millions) | 2014 | 2013 | 2014 | 2013 | ||||||||||||||||||
Loss on sale of discontinued businesses, net of income taxes | $ | (1.2 | ) | $ | — | — | % | $ | (1.7 | ) | $ | — | — | % | ||||||||
Loss from operations of discontinued businesses, net of income taxes | (0.4 | ) | $ | (3.3 | ) | (87.9 | )% | (0.6 | ) | $ | (8.8 | ) | (93.2 | )% | ||||||||
Loss from discontinued operations | $ | (1.6 | ) | $ | (3.3 | ) | (51.5 | )% | $ | (2.3 | ) | $ | (8.8 | ) | (73.9 | )% |
Three Months Ended | Six Months Ended | |||||||||||||||||||||
June 30, | Percent Change | June 30, | Percent Change | |||||||||||||||||||
(Dollars in millions) | 2014 | 2013 | 2014 | 2013 | ||||||||||||||||||
Net revenue | $ | 95.1 | $ | 116.9 | (18.6 | )% | $ | 195.1 | $ | 238.7 | (18.3 | )% | ||||||||||
Operating income | 3.2 | 20.8 | (84.6 | )% | 7.3 | 26.7 | (72.7 | )% | ||||||||||||||
As a percent of revenue | 3.4 | % | 17.8 | % | 3.7 | % | 11.2 | % |
Three Months Ended | Six Months Ended | |||||||||||||||||||||
June 30, | Percent Change | June 30, | Percent Change | |||||||||||||||||||
(Dollars in millions) | 2014 | 2013 | 2014 | 2013 | ||||||||||||||||||
Net revenue | $ | 83.5 | $ | 94.8 | (11.9 | )% | $ | 162.4 | $ | 197.4 | (17.7 | )% | ||||||||||
Operating loss | (8.5 | ) | (2.9 | ) | 193.1 | % | (17.3 | ) | (5.9 | ) | 193.2 | % | ||||||||||
As a percent of revenue | (10.2 | )% | (3.1 | )% | (10.7 | )% | (3.0 | )% |
Three Months Ended | Six Months Ended | |||||||||||||||||||||
June 30, | Percent Change | June 30, | Percent Change | |||||||||||||||||||
(Dollars in millions) | 2014 | 2013 | 2014 | 2013 | ||||||||||||||||||
Operating loss | $ | (14.8 | ) | $ | (17.9 | ) | (17.3 | )% | $ | (26.2 | ) | $ | (35.5 | ) | (26.2 | )% |
Six Months Ended | ||||||||
June 30, | ||||||||
(Dollars in millions) | 2014 | 2013 | ||||||
Net loss | $ | (38.9 | ) | $ | (26.2 | ) | ||
Adjustments to reconcile net loss to net cash used in operating activities | 16.0 | 13.8 | ||||||
Changes in operating assets and liabilities | 6.1 | 4.7 | ||||||
Net cash used in operating activities | $ | (16.8 | ) | $ | (7.7 | ) |
Six Months Ended | ||||||||
June 30, | ||||||||
(Dollars in millions) | 2014 | 2013 | ||||||
Capital expenditures | $ | (2.3 | ) | $ | (3.5 | ) | ||
Proceeds from purchase price adjustment | — | 1.6 | ||||||
Proceeds from sale of disposal group | 1.6 | 0.2 | ||||||
Net cash used in investing activities | $ | (0.7 | ) | $ | (1.7 | ) |
Six Months Ended | ||||||||
June 30, | ||||||||
(Dollars in millions) | 2014 | 2013 | ||||||
Purchase of treasury shares | $ | (0.9 | ) | $ | (2.5 | ) | ||
Exercise of stock options | 0.4 | — | ||||||
Short-term debt repayment | (24.9 | ) | — | |||||
Short-term borrowings | 24.5 | — | ||||||
Contingent consideration payments | — | (0.5 | ) | |||||
Net cash used in financing activities | $ | (0.9 | ) | $ | (3.0 | ) |
(c) | |||||||||||||
Total Number of | Maximum Number | ||||||||||||
(a) | (b) | Shares Purchased | of Shares that May | ||||||||||
Total Number | Average | as Part of Publicly | Yet Be Purchased | ||||||||||
of Shares | Price Paid | Announced Plans | Under the Plan or | ||||||||||
Period | Purchased | per Share | or Programs | Programs | |||||||||
April 1, 2014 - April 30, 2014 | — | $ | — | — | 3,147,258 | ||||||||
May 1, 2014 - May 31, 2014 | 91,441 | 4.18 | — | 3,147,258 | |||||||||
June 1, 2014 - June 30, 2014 | 246,839 | 3.52 | 245,665 | 2,901,593 | |||||||||
Total | 338,280 | $ | 3.70 | 245,665 | 2,901,593 |
Exhibit Number | Description of Exhibit | |
10.1* | Imation Corp. Director Compensation Program, effective May 4, 2005 (as amended effective May 7, 2014) | |
10.2* | Form of 2011 Stock Incentive Plan, Performance-Based Cash Award Agreement for Executive Officers for 2014 (incorporated by reference to Exhibit 10.1 of the Form 8-K filed June 16, 2014) | |
10.3* | Form of 2011 Stock Incentive Plan, Performance-Based Restricted Stock Award Agreement for Executive Officers for 2014 (incorporated by reference to Exhibit 10.2 of the Form 8-K Current Report filed June 16, 2014) | |
31.1 | Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
31.2 | Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
32.1 | Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
32.2 | Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
101 | The following financial information from Imation Corp.’s Quarterly Report on Form 10-Q for the period ended June 30, 2014, filed with the SEC on August 7, 2014, formatted in Extensible Business Reporting Language (XBRL): (i) the Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2014 and 2013, (ii) the Condensed Consolidated Statements of Comprehensive Loss for the three and six months ended June 30, 2014 and 2013, (iii) the Condensed Consolidated Balance Sheets as of June 30, 2014 and December 31, 2013, (iv) the Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2014 and 2013, and (v) the Notes to Condensed Consolidated Financial Statements. |
Imation Corp. | |||
Date: | August 8, 2014 | /s/ Scott J. Robinson | |
Scott J. Robinson | |||
Vice President and Chief Financial Officer (duly authorized officer and principal financial officer) |
Exhibit Number | Description of Exhibit | |
10.1* | Imation Corp. Director Compensation Program, effective May 4, 2005 (as amended effective May 7, 2014) | |
10.2* | Form of 2011 Stock Incentive Plan, Performance-Based Cash Award Agreement for Executive Officers for 2014 (incorporated by reference to Exhibit 10.1 of the Form 8-K filed June 16, 2014) | |
10.3* | Form of 2011 Stock Incentive Plan, Performance-Based Restricted Stock Award Agreement for Executive Officers for 2014 (incorporated by reference to Exhibit 10.2 of the Form 8-K Current Report filed June 16, 2014) | |
31.1 | Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
31.2 | Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
32.1 | Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
32.2 | Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
101 | The following financial information from Imation Corp.’s Quarterly Report on Form 10-Q for the period ended June 30, 2014, filed with the SEC on August 7, 2014, formatted in Extensible Business Reporting Language (XBRL): (i) the Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2014 and 2013, (ii) the Condensed Consolidated Statements of Comprehensive Loss for the three and six months ended June 30, 2014 and 2013, (iii) the Condensed Consolidated Balance Sheets as of June 30, 2014 and December 31, 2013, (iv) the Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2014 and 2013, and (v) the Notes to Condensed Consolidated Financial Statements. |
(a) | The purpose of the Program is to attract and retain well-qualified persons for service as nonemployee directors of the Company and to promote identity of interest between directors and stockholders of the Company. The Program is designed and intended to comply with Rule 16b-3 under the Securities Exchange Act of 1934, as amended, as such Rule may be amended from time to time, and shall be interpreted in a manner consistent with the requirements thereof, as now or hereafter construed, interpreted and applied by regulations, rulings and cases. |
(b) | The Program is also intended to comply in form and operation with the requirements of Section 409A of the Code, or an exception thereto. |
(a) | “Affiliate” means any entity that, together with the Company, is treated as a single employer under Code section 414(b) or (c). For purposes of determining whether a Termination of Employment has occurred, the term Affiliate will be determined by applying Code section 1563(a)((1), (2) and (3) for purposes of determining a controlled group of corporations under Code section 414(b) and in applying Treas. Reg. Section 1.414(c)-2 for purposes of determining trades or businesses that are under common control for purposes of Code section 414(c), the phrase “at least 50 percent” will be used instead of “at least 80 percent” each place it appears. |
(b) | “Accounting Date” means the first business day following the annual meeting of stockholders of the Company, or, if no annual meeting is held during a calendar year, it means December 31. |
(c) | “Basic Fee” means the annual retainer payable on a quarterly basis to an Eligible Director at the annual rate in effect on the Accounting Date for such Eligible Director’s services on the Board (exclusive of any Chairperson Fee, Non-Executive Chairman Fee or Meeting Fees.) |
(d) | “Board” means the Board of Directors of the Company. |
(e) | “Chairperson Fee” means the annual retainer payable on a quarterly basis to an Eligible Director at the annual rate in effect on the Accounting Date for such Eligible Director’s services as the chairperson of any committee of the Board. |
(f) | “Change in Control” has the meaning given it in Section 8(b) to the extent it is consistent with and satisfies the definition of “Change of Control” under Code section 409A. |
(g) | “Change in Control Price” of the Common Stock shall equal the higher of (i) if applicable, the price paid for the Common Stock in the transaction constituting a Change in Control and (ii) the Fair Market Value of the Common Stock as of the last trading day preceding the date of the Change in Control. |
(h) | “Code” means the Internal Revenue Code of 1986, as amended, and any applicable regulations or binding rules promulgated thereunder. |
(i) | “Committee” means the Compensation Committee of the Board. |
(j) | “Common Stock” means the common stock, par value $.01 per share, of the Company. |
(k) | “Company” means Imation Corp. |
(l) | “Dividend Equivalent Credit” has the meaning given it in Section 7(b). |
(m) | “Election Form” means the Election Form attached as Exhibit B hereto or such other form as may be deemed acceptable by the Secretary of the Company from time to time. |
(n) | “Eligible Director” means each member of the Board who is not at the time of reference an employee of the Company or any of its subsidiaries. |
(o) | “Exchange Act” means the Securities Exchange Act of 1934, as amended. |
(p) | “Fair Market Value” as of any date means, the fair market value as defined under the Stock Plan. |
(q) | “Meeting Fees” means the amounts payable to an Eligible Director in arrears on any Quarterly Payment Date for attendance at meetings or participation in teleconferences of the Board or any committee of the Board (exclusive of any Basic Fee, Chairperson Fee or Non-Executive Chairman Fee). |
(r) | “Non-Executive Chairman Fee” means the annual retainer payable on a quarterly basis to the Eligible Director who is selected to be the Non-Executive Chairman at the annual rate in effect on the Accounting Date for such Eligible Director’s services as the Non-Executive Chairman. |
(s) | “Program” means the Company’s Directors Compensation Program, as amended from time to time. |
(t) | “Proration Fraction” means a fraction, the numerator of which is the number of days from the date an Eligible Director first becomes an Eligible Director to the date of the next succeeding annual meeting of stockholders and the denominator of which is 365. |
(u) | “Quarterly Payment Date” means (i) the date established by the Company from time to time for payment, in arrears, of all Meeting Fees earned by Eligible Directors during the preceding calendar quarter, provided such date shall not be later than the fifteenth day of the third month following the end of such calendar quarter or (ii) the date established by the Company from time to time for payment, in advance, of the portion of the Basic Fee, Chairperson Fee and Non-Executive Chairman Fee payable to the Eligible Director for the upcoming calendar quarter, as applicable . |
(v) | “Restricted Stock Unit” means a right to receive payment of one share of Common Stock in accordance with the conditions set forth in Section 7 hereof or conditions established by the Committee. |
(w) | “Rule 16b-3” means Rule 16b-3 under the Exchange Act, as such Rule may be amended from time to time. |
(x) | “Separation from Service” means the individual has ceased to be a member of the Board and has ceased to provide services as an independent contractor (including as a member of any board of directors) of the Company and all Affiliates, or such other change in status that constitutes a “separation from service” under Code section 409A. |
(y) | Stock Plan” means the then current stock incentive plan of the Company used to grant stock based awards to Eligible Directors. |
(a) | The Program shall be administered by the Committee. |
(b) | In administering the Program, it will be necessary to follow various laws and regulations. It may be necessary from time to time to change or waive requirements of the Program to conform with the law, to meet special circumstances not anticipated or covered in the Program, or to carry on successful operation of the Program, and in connection therewith, the Committee shall have the full power and authority to: |
(i) | Prescribe, amend, and rescind rules and regulations relating to the Program, establish procedures deemed appropriate for its administration, interpret the provisions of the Program, remedy ambiguities, and make any and all other determinations not herein specifically authorized which may be necessary or advisable for its effective administration; |
(ii) | Make any amendments to or modifications of the Program which may be required or necessary to make the Program set forth herein comply with the provisions of any laws, federal or state, or any regulations issued thereunder, and to cause the Company at its expense to take any action related to the Program which may be required under such laws or regulations; |
(iii) | Contest on behalf of the Eligible Directors or the Company, at the sole discretion of the Committee and at the expense of the Company, any ruling or decision on any issue related to the Program, and conduct any such contest and any resulting litigation to a final determination, ruling, or decision; and |
(iv) | Grant stock-based awards under the Program, as provided in Section 5 hereof. |
(c) | Unless otherwise expressly provided in the Program, all designations, determinations, interpretations and other decisions under or with respect to the Program or any award shall be within the sole discretion of the Committee, may be made at any time and shall be final, conclusive and binding upon any Eligible Director or beneficiary, and any employee of the Company. |
(a) | Each Eligible Director who is first elected to the Board at, or who continues to serve on the Board immediately following an annual meeting of stockholders, is entitled to receive a Basic Fee and a Chairperson Fee for serving as chairperson of a committee of the Board (as applicable). The Basic Fee and Chairperson Fee shall be payable quarterly in advance as follows for Eligible Directors who will continue to serve on the Board for the period the payment is payable: |
(b) | Any Eligible Director who is designated as the Non-Executive Chairman is entitled to receive a Non-Executive Chairman Fee for services as the Non-Executive Chairman. The Non-Executive Chairman Fee shall be payable quarterly in advance as follows as long as the Eligible Director will continue to serve as the Non-Executive Chairman for the period the payment is payable: |
(c) | Each Eligible Director who joins the Board or becomes a chairperson of a committee of the Board or Non-Executive Chairman after the annual meeting of stockholders is entitled to receive a Basic Fee, Chairperson Fee or Non-Executive Chairman Fee (as applicable) multiplied by the Proration Fraction, as of the date such Eligible Director first becomes an Eligible Director, chairperson of a committee of the Board or Non-Executive Chairman. |
(d) | Each Eligible Director is entitled to receive a Meeting Fee for attendance at a meeting of the Board or a Committee of the Board or participation in a teleconference in lieu of such meeting. The Meeting Fees are payable in arrears on the Quarterly Payment Date. Any member of the Board who interviews a Board candidate shall be entitled to receive compensation in an amount equal to the Meeting Fee for an in person Board meeting for each such interview. |
(e) | The current rate of the Basic Fee, Chairperson Fee, Non-Executive Chairman Fee and Meeting Fees are set forth on the attached Exhibit A, and may be amended from time to time by the Board or any committee given responsibility for determining Board of Director compensation. |
(f) | Each Eligible Director is entitled to reimbursement for reasonable travel costs of attending Board and committee meetings and interviews of Board candidates. Such reimbursement shall be payable in cash after receipt of documentation by the Company from such Eligible Director, provided reimbursement is made no later than the end of the calendar year following the calendar year in which the expense was incurred. |
(a) | Each Eligible Director who is first elected to the Board at, continues to serve on the Board or is serving as the Non-Executive Chairman of the Board immediately following an annual meeting of stockholders shall be granted a stock based award (i.e., options, restricted stock, etc.) as of the date of such meeting in type, proportion and amount to be determined by the Committee and under, and in accordance with, the terms of the Stock Plan. |
(b) | Each Eligible Director who joins the Board after an annual meeting of stockholders, shall be granted a stock based award pursuant to this Section 5 as of the date such Eligible Director first becomes an Eligible Director based on the dollar value of the grant made at the time of the immediately preceding annual meeting of stockholders (“Grant”), |
(c) | Terms and conditions of stock based awards (such as grant price, vesting schedule, etc.) shall be as determined by the Committee and under, and in accordance with, the terms of the Stock Plan. |
(d) | The amount and composition of the current annual stock based award are set forth on the attached Exhibit A, which may be amended from time to time by the Board or any committee given responsibility for determining Board of Director compensation. |
(a) | Elections. |
(i) | Common Stock. Each Eligible Director who is not covered by clause (iii) below, may elect to receive, in lieu of a cash payment for his or her Basic Fee, Chairperson Fee, Non-Executive Chairman Fee and/or Meeting Fees (or a portion thereof, as elected by the Eligible Director), a number of shares of Common Stock (excluding fractional shares, which shall be paid in cash (or carried over to the next payment if an Eligible Director elects to be paid all in Common Stock)), which is calculated by dividing his or her Basic Fee, Chairperson Fee, Non-Executive Chairman Fee and/or Meeting Fees (or a portion thereof), by the Fair Market Value of one share of Common Stock on the Accounting Date or Quarterly Payment Date, as applicable. To be effective, any such election shall be made by submitting a completed and executed Election Form to the Secretary of the Company prior to the relevant Accounting Date or Quarterly Payment Date, as applicable. |
(ii) | Restricted Stock Units. Each Eligible Director who is not covered by clause (iii) below, may elect to receive, in lieu of cash payment for his or her Basic Fee, Chairperson Fee, Non-Executive Chairman Fee and/or Meeting Fees, Restricted Stock Units (including fractional Restricted Stock Units) calculated by dividing his or her Basic Fee, Chairperson Fee, Non-Executive Chairman Fee and/or Meeting Fees (or a portion thereof, as elected by the Eligible Director) for services to be performed in the following the calendar year by the Fair Market Value of one share of Common Stock on the Accounting Date or Quarterly Payment Date, as applicable. To be effective, any such election relating to the Basic Fee, Chairperson Fee, Non-Executive Chairman Fee or Meeting Fees shall be made by submitting a completed and executed Election Form to the Secretary of the Company prior to the calendar year in which the Eligible Director wishes the election to be in effect and such election shall be irrevocable for such calendar year. |
(iii) | New Directors. Each Eligible Director who during the preceding twenty-four (24) months has not participated in any deferred compensation arrangement of the Company or any Affiliate that would be treated as a single plan with this Plan under Treas. Reg. Sec. 1.409A-1(c)(2)(i) and who joins the Board between annual meetings of stockholders may elect prior to first becoming an Eligible Director to receive, in lieu of cash payment for his or her Basic Fee, Chairperson Fee and/or Non-Executive Chairman Fee, a number of shares of Common Stock (excluding fractional shares, which shall be paid in cash (or carried over to the next payment if an Eligible Director elects to be paid all in Common Stock)) and/or Restricted Stock Units (including fractional Restricted Stock Units) up to the number which is calculated by (A) multiplying the sum of his or her Basic Fee, Chairperson Fee, Non-Executive Chairman Fee (or a portion thereof, as elected by the Eligible Director) payable with respect to the time prior to the next annual meeting of stockholders which the Eligible Director is first elected to the Board by the Proration Fraction and (B) dividing the product resulting from clause (A) by the Fair Market Value of one share of Common Stock on the date that the Eligible Director becomes an Eligible Director. Each Eligible Director may also elect to receive, in lieu of cash payment for his or her Meeting Fees (or a portion thereof, as elected by the Eligible Director), Common |
(b) | Restricted Stock Units. |
(i) | Account. Upon the grant of Restricted Stock Units to an Eligible Director, such units shall be credited to an account established for such Eligible Director. A Restricted Stock Unit shall be treated as granted on the corresponding Accounting Date or last day of the calendar quarter relating to the fees for which the Restricted Stock Units are determined. Each Eligible Director shall receive an annual statement showing the number of Restricted Stock Units that have been credited to the Eligible Director’s account under the Program. |
(ii) | Dividend Equivalent Credits. An Eligible Director’s account shall be credited with Dividend Equivalent Credits equivalent to the amount of dividends paid by the Company to holders of outstanding shares of Common Stock based on the number of Restricted Stock Units credited to the Eligible Director’s account on the dividend record date for shares of Common Stock. Such Dividend Equivalent Credit shall be converted into an equivalent number of Restricted Stock Units (including fractional Restricted Stock Units) based on the fair market value of one share of Common Stock on the related dividend payment date and such Restricted Stock Units shall be subject to the same distribution timing as the underlying Restricted Stock Units to which the Dividend Equivalent Credits related. If a dividend is paid in cash, each Eligible Director shall be credited, as of each applicable dividend payment date, in accordance with the following formula: |
(iii) | Time of Payment. All payments in respect of an Eligible Director’s Restricted Stock Units shall be made as soon as practicable but not more than ninety (90) days following the earlier of (A) the Eligible Director’s death (B) the occurrence of a Change in Control, and (C) the specific date (including upon the Eligible Director’s Separation from Service) the Eligible Director has elected to receive payment pursuant to the applicable Election Form pursuant to which such Eligible Director elected to receive such Restricted Stock Units in lieu of cash. If distribution is to be made upon a Separation from Service and the individual is a “specified employee,” as defined under Code section 409A, on the date of such Separation from Service, then no distribution will be made before the date that is six (6) months after the date of the individual’s Separation from Services, or if earlier, upon his or her death. |
(iv) | Form of Payment. Payment in respect of Restricted Stock Units shall be made in one lump sum payment in the form of shares of Common Stock. For purposes of the preceding sentence, any payment made upon the occurrence of a Change in Control in full or partial payment of Restricted Stock Units shall be made in cash in an amount equal the Change in Control Price multiplied by the number of Restricted Stock Units (including fractional units). |
(c) | Stock Plan. |
(a) | For purposes of this Section 8, “Act” shall mean the Securities Exchange Act of 1934. |
(b) | For purposes of the Program, a “Change in Control” of the Company shall be deemed to have occurred if any one of the following events shall occur: |
(i) | the consummation of a transaction or series of related transactions during a 12-month period in which a person, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Act) that owns (after application of the attribution rules of Section 318 of the Code) less than 35% of the combined voting power of the Company’s outstanding voting stock prior to such transaction or the first of such series of related transactions), other than the Company or a subsidiary of the Company, or any employee benefit plan of the Company or a subsidiary of the Company, acquires ownership (after application of the attribution rules of Section 318 of the Code) of 35% or more of the combined voting power of the Company’s then outstanding voting stock (other than in connection with a Business Combination in which clauses (1) and (2) of Section 8(b) (iii) apply); or |
(ii) | a majority of the members of the Company’s Board of Directors is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Company’s Board of Directors prior to the date of the election or appointment; or |
(iii) | the consummation of a reorganization, merger, statutory share exchange, consolidation or similar transaction involving the Company, a sale or other disposition in a transaction or series of related transactions within a 12-month period of all or substantially all of the Company’s assets or the issuance by the Company of its stock in connection with the acquisition of assets or stock of another entity (each, a “Business Combination”) in each case unless, following such Business Combination, (1) all or substantially all of the individuals and entities that were the owners of the Company’s outstanding voting stock immediately prior to such Business Combination own (after application of the attribution rules of Section 318 of the Code) immediately after the transaction or transactions more than 50% of the combined voting power of the then outstanding voting stock (or comparable equity interests) of the entity resulting from such Business Combination (including an entity that, as a result of such transaction, owns the Company or all or substantially all of the Company’s assets either directly or through one of more subsidiaries), and (2) no person, entity or group (other than a direct or indirect parent entity of the Company that, after giving effect to the Business Combination, beneficially owns 100% of the outstanding voting securities (or comparable equity interests) of the entity resulting from the Business Combination) has acquired, during a 12-month period, ownership (after application of the attribution rules of Section 318 of the Code) of 35% or more of the combined voting power of the then outstanding voting stock (or comparable equity interests) of the entity resulting from such Business Combination. |
(a) | Investment Representations. The Company may require any Eligible Director to whom Common Stock is issued, as a condition of receiving such Common Stock, to give written assurances in substance and form satisfactory to the Company and its counsel to the effect that such person is acquiring the Common Stock for his or her own account for |
(b) | Compliance with Securities Laws. Each issuance shall be subject to the requirement that, if at any time counsel to the Company shall determine that the listing, registration or qualification of the shares upon any securities exchange or under any state or federal law, or the consent or approval of any governmental or regulatory body, is necessary as a condition of, or in connection with, the issuance of shares thereunder, such issuance may not be accepted or exercised in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained on conditions acceptable to the Committee. Nothing herein shall be deemed to require the Company to apply for or to obtain such listing, registration or qualification. |
(c) | Nontransferability. Except as otherwise provided by the Committee, Restricted Stock Units under this Program shall not be transferable by an Eligible Director other than by the laws of descent and distribution. |
(d) | No Acceleration of Distribution of Restricted Stock Units. The distribution of Restricted Stock Units may not be accelerated, including upon termination of the Program, if such acceleration would cause the distribution to become subject to tax under Code Section 409A. |
Basic Fee | $ 50,000 |
Non-Executive Chairman | $ 87,500, in addition to the Basic Fee for service as a member of the Board of Directors. |
Committee Chair | Audit & Finance: $25,000 Compensation: $15,000 Nominating & Governance: $10,000 |
Board Meetings/Teleconferences | $ 1,500/$1,000 |
Audit & Finance Meetings/Teleconferences | $ 1,500/$1,000 |
Compensation Committee Meetings/Teleconferences | $ 1,500/$1,000 |
Nomination & Governance Meetings/Teleconferences | $ 1,500/$1,000 |
Annual Stock Based Grants | All Eligible Directors: Dollar value $175,000 in restricted stock Non-Executive Chairman: $87,500 in restricted stock, in addition to the Annual Stock Based Grant for service as a member of the Board of Directors |
___ % | Election to receive Common Stock in lieu of Cash |
___ % | Election to receive Restricted Stock Units in lieu of Cash** |
___ % | Election to receive Cash |
Total: | 100 % |
___ % | Election to receive Common Stock in lieu of Cash |
___ % | Election to receive Restricted Stock Units in lieu of Cash** |
___ % | Election to receive Cash |
Total: | 100 % |
___ % | Election to receive Common Stock in lieu of Cash |
___ % | Election to receive Restricted Stock Units in lieu of Cash** |
___ % | Election to receive Cash |
Total: | 100 % |
___ % | Election to receive Common Stock in lieu of Cash |
___ % | Election to receive Restricted Stock Units in lieu of Cash** |
___ % | Election to receive Cash |
Total: | 100 % |
___ | ___-year anniversary of the grant date (please specify) |
___ | The date the Eligible Director incurs a “separation from service” with Company (within the meaning of Section 409A of the Internal Revenue Code). |
___ | Other (please specify date only): ___________________________ |
1. | I have reviewed this quarterly report on Form 10-Q of Imation Corp.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a -15(e) and 15d -15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a -15(f) and 15d -15(f)) for the registrant and have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
(c) | Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
(d) | Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
5. | The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
August 8, 2014 | ||
By: | /s/ MARK E. LUCAS | |
Mark E. Lucas, | ||
President and Chief Executive Officer |
1. | I have reviewed this quarterly report on Form 10-Q of Imation Corp.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a -15(e) and 15d -15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a -15(f) and 15d -15(f)) for the registrant and have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
(c) | Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
(d) | Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
5. | The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
August 8, 2014 | ||
By: | /s/ SCOTT J. ROBINSON | |
Scott J. Robinson, | ||
Vice President and Chief Financial Officer | ||
(1) | The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
(2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
August 8, 2014 | |
/s/ MARK E. LUCAS | |
Mark E. Lucas, | |
President and Chief Executive Officer | |
(1) | The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
(2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
August 8, 2014 | |
/s/ SCOTT J. ROBINSON | |
Scott J. Robinson, | |
Vice President and Chief Financial Officer |
Intangible Assets and Goodwill - Goodwill (Details) (USD $)
In Millions, unless otherwise specified |
6 Months Ended | |||||
---|---|---|---|---|---|---|
Jun. 30, 2014
|
Mar. 31, 2014
|
Dec. 31, 2013
|
Sep. 30, 2013
|
Jun. 30, 2014
Storage Solutions
|
Jun. 30, 2014
Income Approach Valuation Technique
Goodwill
|
|
Goodwill [Line Items] | ||||||
Goodwill impairment test, estimated fair value in excess of carrying value, percentage | 24.70% | 25.70% | 1.00% | |||
Fair value inputs, forecast period | 10 years | |||||
Fair value inputs, terminal growth rate | 3.00% | |||||
Goodwill impairment test, decrease of residual growth rate potentially result in indication of impairment (less than 2.0 basis point) | 0.02% | |||||
Goodwill impairment test, increase of discount rate potentially result in indication of impairment (less than 1.0 basis point) | 0.01% | |||||
Fair value inputs, discount rate | 13.50% | |||||
Goodwill | $ 72.7 | $ 72.1 | $ 64.7 |
Litigation, Commitments and Contingencies (Details)
|
0 Months Ended | |
---|---|---|
May 22, 2013
Patent
Entity
Member
|
May 22, 2013
Entity
Member
|
|
Commitments and Contingencies Disclosure [Abstract] | ||
Number of entities sued in litigation | 5 | |
Number of members of One-Blue involved in litigation | 4 | |
Number of patents allegedly infringed | 6 |
Debt (Details) (USD $)
In Millions, unless otherwise specified |
Jun. 30, 2014
|
---|---|
Line of Credit Facility [Line Items] | |
Current borrowing capacity | $ 30.5 |
Credit agreement amount outstanding | $ 20.0 |
Minimum
|
|
Line of Credit Facility [Line Items] | |
Debt interest rate | 2.40% |
Maximum
|
|
Line of Credit Facility [Line Items] | |
Debt interest rate | 2.80% |
G-&7N@!QBQ*
M'*,9.&P^L#>#?XU1#!P6'RDOR2L5%2-?&=50\[J$K=MA"`.'0@M;ID0*,Y:L
M`"5SQ'?'Z`4.>QNVJV^'AA,\`'Y6&`,7.,1]`69WMA@6?&YLY+;4,+"0S@P3
M!X.W,^=ZFQE,[-,'"A`]QP/[:$(H1/Z(`WW)$M( 5*5LD<*[B]L-*+"C0(C`S2KQ&R$#C<84
M2`:`#?G+(D!#/U($3E>+,%FH"?J"HM1`96R1@=$&"-P2]&:JS@XIJ!,B,-!1
M52)DH$J,P$"%N$F0`CI*F6#^TC*-'-D:7`K+RG#8%Q,U&E]P8#K+UB",+3(P
MW@"!#U5VR$"5$($/52)DH$J,P( PUB*P*&MMI$?ZL7#DJ2J8/^9UV#Q1`3R91W3P($+;)?8(8:*L@
M`<0CJ$X)"R\S4R(RC3HE^K,KG@:?!_KPT7I?`8!UT`@0-N@9#0R`58,`PC5V
M4:PLS6YL'ZIS%FAFG(N<,W5N1,Y89B%VP20QF[JL6\>,/!(8ZE8)`@@?11:-
M'YE5GRS-S/@4(6?J,UEK\2./74E(?*#P(\B/8#]"G(CJF$6:T;'1X$3B\30X
M5RP:G'L1%'L1[$>($U&<)VI$DPV.'U:C66(TN`$2C^UL^M%4V(6Z=4 7DL>'9E.>V:[C+.P\3@M3:5B7/Z-#'(]IPD.17'->
MU$I)R;.X!ONK "&,T0H\[SV7CZ;VWFDO&&]W/@DBWZ-MQ8^L/>_\?_Y^>5K[GI!E>RQKWM*=_Y,*
M_\O^UU^V5]Z_B@NET@.&5NS\BY3=)@Q%=:%-*0+>T19F3KQO2@F/_3D474_+
MHU[4U&$<17G8E*SUD6'3/\+!3R=6T6^\>FMH*Y&DIW4I8?_BPCHQLC75(W1-
MV;^^=4\5;SJ@.+":R9^:U/>::O/]W/*^/-3@^X.D935RZX<%?<.JG@M^D@'0
MA;C1I>W\KV3S'$=^N-_J`/W+Z%7,_GOBPJ^_]>SX
M!VLI1!ORI#)PX/Q50;\?U1`L#A>K7W0&?O3>D9[*MUK^Q:^_4W:^2$AWII94
MO`8E^/8:ILX`6"\_].^5'>5EYR=YD*VBA,29[QVHD"],K?6]ZDU(WOR'(#)0
M(4D\D,#O0!(GCY*$N"%MY%LIR_VVYU3@=(BJY49XUL@%@Y2#.(9*4FOZI9
MC8%A`:/O^SQ=;\-WB$DU8)Z7&&(0(:@8*:!WI9+(2*E91XJDADAOYWF)B0W"
MDDHLJ=&-&MWY0&+<)%ED"%`",>D,DQF$)0$0U\TL<&H6DCRCR4ENB%`*,0](
MP1%QI6:!4[.VJSR=,H!2B%GK#&9!5%B?:5^6P?Q3537KJD[)0%7$S`WF:6&"
M8(FM++$Q86K4B>(B88B9B]Q)F&JZSDF?15'-.GXR-XJ(R744"2GB))X0EIO"
MDAK=J%%'(G9#AIA!(EKG63S5@"5!H%G-[(P:>M@1R5R1`80J3VD1WXD8L9N#
MT<"*G]=1GB4FKYA[O7;G#QIYL2+)!+&=J*J>$F-4L-@ME7@Z/8,*@@85DI/D
MGI7;'8$L6T*>31$?1!`T)"7+(\B*<6M;424]6='==';&B)IVS_.TX4$-00\<
M:'C3?*IVHS%D4ZT/:O/.D`;KU1UC=C,P.;K1!9)%^!"$S2<)5O=B=[L%$*QO
MZQADTRX'%P@R$E-,[?38+<"XN%7[B[<<@L86>J_RR>W2U\-.628+%UC\1F*:
MMUS`A>:SM.MI1RISZV8`C0$KW#Z&-QZ\*'3EF?Y9]F?6"J^F)WAW1L$*CDV/
M]QU\D+S3+^\#EW!]T7\O<"^E<(F(`@"?.)?C@[I1F9ON_G\```#__P,`4$L#
M!!0`!@`(````(0"VL;1=G04``"\5```9````>&PO=V]R:W-H965T
O8R;772-\!EW4F3
MVI,T:[?S7C[N_;43F60'%1F"',4E^_+='>G1RO?DFH/OD'5*/17S?10FCIV0
M'5[DFDL=GFD-GG$F2`1/G_%G->.#G83MT6=\6`<[2B+81>GXX%S"X\OT!]S+
MECDU4$`[=1,>F0A@M2-'`"2H0(![[S(;@'NJ0`"SR!P!.&B)`.`T>$6?.(`K
ML\60X`/ED##^4$-"CLFU9(8<4,NZ]`OC-VAI,NFWEYFI?`N.7IH9WC0`Z#5D
M78I5E6(HVB'22A/`FP83F%!UY92\<5W.5V80*ND"AM(BD`::+"+/*ZF<"V.6
M`)HMQ#Z&<`E.1:@@`1PD$BHBQHOH[IC$HJL"T-R@JP30$I@:?,"9H)I@*
MJ0@#X%$2%66?,&8JQ@G-0$%0E2$I;YBH2I$T!E4YLJ1BHBI%4A!494B:"54I
MDL:@*D=25*A*D10$L(B2#$DSH2I%TAA4Y