0001157523-12-001982.txt : 20120424 0001157523-12-001982.hdr.sgml : 20120424 20120424070229 ACCESSION NUMBER: 0001157523-12-001982 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20120424 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20120424 DATE AS OF CHANGE: 20120424 FILER: COMPANY DATA: COMPANY CONFORMED NAME: IMATION CORP CENTRAL INDEX KEY: 0001014111 STANDARD INDUSTRIAL CLASSIFICATION: MAGNETIC & OPTICAL RECORDING MEDIA [3695] IRS NUMBER: 411838504 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-14310 FILM NUMBER: 12774511 BUSINESS ADDRESS: STREET 1: 1 IMATION PL CITY: OAKDALE STATE: MN ZIP: 55128 BUSINESS PHONE: 6517044000 MAIL ADDRESS: STREET 1: 1 IMATION PLACE CITY: OAKDALE STATE: MN ZIP: 55128 FORMER COMPANY: FORMER CONFORMED NAME: 3M INFORMATION PROCESSING INC DATE OF NAME CHANGE: 19960619 8-K 1 a50249752.htm IMATION CORP. 8-K

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): April 24, 2012




Imation Corp.
(Exact name of registrant as specified in its charter)

DELAWARE

 

1-14310

 

41-1838504

(State or other jurisdiction
of incorporation)

(Commission File Number)

(IRS Employer
Identification Number)

1 IMATION WAY
OAKDALE, MINNESOTA

 

55128

(Address of principal executive offices)

(Zip Code)
 

Registrant’s telephone number, including area code:

(651) 704-4000

None

(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:

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))


Item 2.02. Results of Operations and Financial Condition

Reference is made to the Registrant's press release discussing the Company's financial results for the quarter ended March 31, 2012, dated April 24, 2012, which is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits
     (d) Exhibits

 99.1   Press Release dated April 24, 2012, announcing the Company's financial results for the quarter ended March 31, 2012.



SIGNATURE

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.

Imation Corp.

(REGISTRANT)

 
Date: April 24, 2012 By:

/s/ Paul R. Zeller

Paul R. Zeller

Senior Vice President and Chief Financial Officer


EXHIBIT INDEX

Exhibit

 

Description of Exhibit

99.1

Press Release dated April 24, 2012, announcing the Company's financial results for the quarter ended March 31, 2012.

EX-99.1 2 a50249752ex99-1.htm EXHIBIT 99.1

Exhibit 99.1

Imation Reports First Quarter 2012 Financial Results

OAKDALE, Minn.--(BUSINESS WIRE)--April 24, 2012--Imation Corp. (NYSE:IMN) today released financial results for the quarter ended March 31, 2012.

The Company reported Q1 2012 net revenue of $281.7 million, down 11.0 percent from Q1 2011, an operating loss of $8.9 million including restructuring and other charges of $1.3 million, and a diluted loss per share of $0.33. Excluding restructuring and other charges, Q1 2012 operating loss would have been $7.6 million and diluted loss per share would have been $0.29 (see Tables Five and Six for non-GAAP measures).

Imation President and Chief Executive Officer Mark Lucas commented: “We are midway through our strategic transformation and we continue to execute on the initiatives that we laid out in early 2011 and again during our February investor meeting. These actions are designed to build a platform for long-term growth and improved operating margins and first quarter results were in-line with our expectations.”

“Traditional storage revenues, including optical and magnetic tape media, declined as expected. Optical media decreased 13 percent and magnetic tape 6 percent.”

“While revenue in secure and scalable storage was flat for the quarter, we had several products that showed strong growth. Our Mobile Security products continue to ramp up in revenue growth and gross margins, and our RDX products continue to gain revenue momentum with growth in excess of 40 percent over our first quarter last year. This revenue growth was offset by declines in revenue from commodity flash products, which was affected by unexpected market place price degradation during the quarter. Gross margins for secure and scalable storage rose 6.6 points to 20.1 percent of sales compared with the same period last year.”

“While audio and video information was down during the quarter, much of this stemmed from video product rationalization. We plan to launch several new products which, along with our recently introduced products, are expected to drive new revenue at improved gross margins in this category. Gross margins for AVI rose 4.3 points to 17.5 percent of sales compared with the same period last year.”

“We are making progress in our transformational strategy as shown by our overall gross margin performance of 19.9 percent, up 2.8 points from our first quarter last year. We remain focused on our goal of returning Imation to revenue growth as we exit 2012,” Lucas concluded.


Q1 2012 Results compared with Q1 2011

Net revenue for Q1 2012 was $281.7 million, down 11.0 percent from Q1 2011. From a regional perspective, Americas revenue decreased 12.1 percent, Europe revenue decreased 6.3 percent, and North Asia revenue decreased 8.0 percent. South Asia revenue decreased 20.9 percent primarily due to lower revenue from lower margin commodity products in secure and scalable storage.

Gross margin for Q1 2012 was 19.9 percent. Gross margin was positively impacted by a shift in product mix to higher gross margin products along with improved gross margins in secure and scalable storage and audio and video information. Gross margin for Q1 2011 was 17.1 percent, 17.4 percent excluding inventory write offs of $1.2 million which were part of the Company’s restructuring programs (see Tables Five and Six).

Selling, general and administrative (SG&A) expenses for Q1 2012 were $57.3 million, up $7.1 million compared with Q1 2011 expenses of $50.2 million due primarily to the additional ongoing SG&A expense related to Imation’s acquired businesses and acquisition-related intangible amortization.

Research and development (R&D) expenses for Q1 2012 were $6.4 million, up $1.7 million compared with Q1 2011 expenses of $4.7 million primarily as a result of the Company’s investment to support growth initiatives.

Restructuring and other charges were $1.3 million in Q1 2012 compared with $0.9 million in Q1 2011.

Operating loss was $8.9 million in Q1 2012 compared with an operating loss of $3.4 million in Q1 2011. Excluding the restructuring and other charges described in Tables Five and Six for non-GAAP measures, adjusted operating loss would have been $7.6 million in Q1 2012 compared with adjusted operating income on the same basis of $0.3 million in Q1 2011.

Income tax provision was $1.0 million in Q1 2012 compared with $1.7 million in Q1 2011. The 2012 income tax provision relates to the tax provision outside the United States. The Company maintains a valuation allowance related to its U.S. deferred tax assets and, therefore, no tax provision or benefit was recorded related to its 2012 U.S. results.

Loss per diluted share was $0.33 in Q1 2012 compared with $0.19 in Q1 2011. Excluding the restructuring and other charges described in Tables Five and Six for non-GAAP measures, adjusted loss per diluted share would have been $0.29 in Q1 2012 compared with adjusted loss per diluted share of $0.10 in Q1 2011 (see Tables Five and Six).

Cash and cash equivalents ending balance was $216.2 million as of March 31, 2012, a decrease of $6.9 million during the quarter.

Webcast and Replay Information

A teleconference is scheduled for 9:00 AM Central Time today, April 24, 2012 and will be available on the Internet on a listen-only basis at www.ir.Imation.com or www.streetevents.com. The Company's quarterly financial results will be discussed.

A taped replay of the teleconference will be available beginning at 1:30 PM Central Time on April 24, 2012 until 11:30 PM Central Time on May 1, 2012 by dialing 855-859-2056 (conference ID 64134229). All remarks made during the teleconference will be current at the time of the teleconference and the replay will not be updated to reflect any subsequent developments.


Description of Tables

Table One - Consolidated Statements of Operations

Table Two - Consolidated Balance Sheets

Table Three - Supplemental Segment and Product Information

Table Four - Operations, Cash Flow and Additional Information

Table Five - Non-GAAP Financial Measures

Table Six - Non-GAAP Financial Measures

Non-GAAP Financial Measures

The Non-GAAP financial measurements (adjusted gross margin, adjusted operating income (loss), adjusted earnings (loss) per diluted share) are provided to assist in understanding the impact of certain items on Imation's actual results of operations when compared with prior periods (see Tables Five and Six). Management believes this will assist investors in making an evaluation of Imation's performance against prior periods on a comparable basis by adjusting for these items. Management understands that there are material limitations on the use of Non-GAAP measures. Non-GAAP measures are not substitutes for GAAP measures for the purpose of analyzing financial performance. These Non-GAAP measures are not in accordance with, or an alternative for measures prepared in accordance with, generally accepted accounting principles and may be different from Non-GAAP measures used by other companies. In addition, these Non-GAAP measures are not based on any comprehensive set of accounting rules or principles. This information should not be construed as an alternative to the reported results, which have been determined in accordance with accounting principles generally accepted in the United States of America.

About Imation Corp.

Imation (NYSE: IMN) is a global scalable storage and data security company. The Company's portfolio includes tiered storage and security offerings for business and products designed to manage audio and video information in the home. Imation reaches customers in more than 100 countries through a powerful global distribution network and well recognized brands. Additional information about Imation is available at www.imation.com.


Risk and Uncertainties

Certain information contained in this press release which does not relate to historical information may be deemed to constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are subject to certain risks and uncertainties that could cause our actual results in the future to differ materially from our historical results and those presently anticipated or projected. We wish to caution investors not to place undue reliance on any such forward-looking statements. Any forward-looking statements speak only as of the date on which such statements are made, and we undertake no obligation to update such statements to reflect events or circumstances arising after such date. Risk factors include our ability to successfully implement our strategy; our ability to grow our business in new products with profitable margins and the rate of revenue decline for certain existing products; the ability of our data security products to withstand cyber-attacks; the ability to quickly develop, source, introduce and deliver differentiating and innovative products; our potential dependence on third parties for new product introductions or technologies in order to introduce our own new products; the ready availability and price of energy and key raw materials or critical components including due to the effects of natural disasters and our ability to pass along raw materials price increases to our customers; continuing uncertainty in global and regional economic conditions; our ability to identify, value, integrate and realize the expected benefits from any acquisition which has occurred or may occur in connection with our strategy; the possibility that our goodwill or any goodwill that we acquire may become impaired; the seasonality and volatility of the markets in which we operate; foreign currency fluctuations; changes in European law or practice related to the imposition or collectability of optical levies; significant changes in discount rates and other assumptions used in the valuation of our pension plans; the possibility that our intangible assets may become impaired; acquisition related contingent consideration, which is recorded at fair value and revalued each period, differs from the obligation recorded during the previous period resulting in income or expense being recorded on the consolidated statements of operations; changes in tax laws, regulations and results of inspections by various tax authorities; our ability to successfully defend our intellectual property rights and the ability or willingness of our suppliers to provide adequate protection against third party intellectual property or product liability claims; the outcome of any pending or future litigation; failure to adequately protect our information systems from cyber-attacks; our ability to meet our revenue growth, gross margin and earnings targets and the volatility of our stock price due to our results or market trends, as well as various factors set forth from time to time in our filings with the Securities and Exchange Commission.


 
Table One
       
IMATION CORP.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In millions, except for per share amounts)
(Unaudited)
 
Three Months Ended
March 31
2012 2011
Net revenue $ 281.7 $ 316.5
Cost of goods sold   225.6     262.5  
Gross profit 56.1 54.0
 
Operating expense:
Selling, general and administrative 57.3 50.2
Research and development 6.4 4.7
Goodwill impairment - 1.6
Restructuring and other   1.3     0.9  
Total 65.0 57.4
 
Operating loss (8.9 ) (3.4 )
 
Other (income) and expense:
Interest income (0.1 ) (0.2 )
Interest expense 0.9 0.9
Other, net   1.5     1.4  
Total 2.3 2.1
 
Loss before income taxes (11.2 ) (5.5 )
 
Income tax provision (benefit)   1.0     1.7  
 
Net loss $ (12.2 ) $ (7.2 )
 
(Loss) earnings per common share - basic:
Basic $ (0.33 ) $ (0.19 )
Diluted (0.33 ) (0.19 )
 
Weighted average shares outstanding
Basic 37.5 38.0
Diluted 37.5 38.0
 

 

Table Two
       
IMATION CORP.
CONSOLIDATED BALANCE SHEETS
(In millions)
(Unaudited)
 
March 31, December 31,
2012 2011
ASSETS
Current assets
Cash and cash equivalents $ 216.2 $ 223.1
Accounts receivable, net 197.7 234.9
Inventories 195.9 208.8
Other current assets   52.6   49.7
 
Total current assets 662.4 716.5
 
Property, plant and equipment, net 54.8 55.4
Intangible assets, net 314.9 321.7
Goodwill 31.3 31.3
Other assets   27.1   24.4
 
Total assets $ 1,090.5 $ 1,149.3
 
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Accounts payable $ 164.3 $ 205.2
Other current liabilities   140.5   151.2
 
Total current liabilities 304.8 356.4
 
Other liabilities 68.9 69.2
       
Total liabilities   373.7   425.6
Commitments and contingencies        
Shareholders' equity   716.8   723.7
 
Total liabilities and shareholders' equity $ 1,090.5 $ 1,149.3
 

 

Table Three
                 
IMATION CORP.
SUPPLEMENTAL SEGMENT AND PRODUCT INFORMATION
(Dollars in millions)
(Unaudited)
 
Three months ended Three months ended
March 31, March 31,
2012 2011 % Change
Revenue % Total Revenue % Total
Americas $ 125.8 44.7 % $ 143.1 45.2 % -12.1 %
Europe 58.4 20.7 % 62.3 19.7 % -6.3 %
North Asia 68.3 24.2 % 74.2 23.4 % -8.0 %
South Asia   29.2   10.4 %   36.9   11.7 % -20.9 %
Total $ 281.7   100.0 % $ 316.5   100.0 %
 
Revenue % Total Revenue % Total
Traditional storage
Optical products $ 111.0 39.4 % $ 127.7 40.3 % -13.1 %
Magnetic products 77.4 27.5 % 82.5 26.0 % -6.2 %
Other traditional storage   4.6   1.6 %   12.6   4.0 % -63.5 %
Total traditional storage 193.0 68.5 % 222.8 70.3 % -13.4 %
Secure and scalable storage 52.8 18.7 % 52.7 16.7 % 0.2 %
Audio and video information   35.9   12.8 %   41.0   13.0 % -12.4 %
Total $ 281.7   100.0 % $ 316.5   100.0 %
 
 
Operating Income Operating Income
(Loss) OI % (Loss) OI %
Americas $ - 0.0 % $ 2.0 1.4 % -100.0 %
Europe (0.7 ) -1.2 % 0.9 1.4 % NM
North Asia 1.7 2.5 % 3.3 4.4 % -48.5 %
South Asia 0.9 3.1 % 0.4 1.1 % 125.0 %
Corp/Unallocated (1)   (10.8 ) NM     (10.0 ) NM   NM
Total $ (8.9 ) -3.2 % $ (3.4 ) -1.1 %
 
Gross Margin Gross Margin
 
Traditional storage 20.3 % 19.2 %
Secure and scalable storage 20.1 13.5
Audio and video information   17.5     13.2  
19.9 17.4
Inventory write-offs related to restructuring programs   0.0     (0.4 )
Total   19.9   %   17.1   %
 

NM - Not Meaningful

(1) Corporate and unallocated amounts include inventory write-offs related to restructuring programs, goodwill impairment, research and development expense, corporate expense, stock-based compensation expense, and restructuring and other charges that are not allocated to the regional markets we serve. We believe this avoids distorting the operating income for the regional segments.


 
Table Four
       
IMATION CORP.
OPERATIONS, CASH FLOW AND ADDITIONAL INFORMATION
(Dollars in millions)
(Unaudited)
 
Three Months Ended
(Dollars in millions) March 31
2012 2011
Operations
Gross Profit $ 56.1 $ 54.0
Gross Margin % 19.9 % 17.1 %
Operating (Loss) Income $ (8.9 ) $ (3.4 )
Operating (Loss) Income % -3.2 % -1.1 %
 
Cash Flow
Net cash (used in) provided by operating activities $ (5.3 ) $ (19.1 )
Net cash (used in) provided by investing activities $ (1.3 ) $ (3.6 )
Net cash (used in) provided by financing activities $ - $ (1.7 )
Cash and cash equivalents - end of period $ 216.2 $ 285.5
 
Capital Spending $ 2.0 $ 2.6
Depreciation $ 2.1 $ 2.9
Amortization $ 7.2 $ 6.0
 
NM - Not Meaningful
 

Asset Utilization Information *

March 31 December 31
2012 2011
 
Days Sales Outstanding (DSO) 58 58
Days of Inventory Supply 79 85
Debt to Total Capital 0.0 % 0.0 %
 

Other Information

 
Approximate employee count as of March 31, 2012: 1,140
Approximate employee count as of December 31, 2011: 1,130
Book value per share as of March 31, 2012:

$

19.11
Shares used to calculate book value per share (millions): 37.5
Imation did not repurchase shares of its stock during the quarter.
Authorization for repurchase of approximately 1.2 million shares remains outstanding based on latest Board authorization.
 

* These operational measures, which we regularly use, are provided to assist in the investor's further understanding of our operations.

 

Days Sales Outstanding is calculated using the count-back method, which calculates the number of days of most recent revenue that are reflected in the net accounts receivable balance.

 

Days of Inventory Supply is calculated using the current period inventory balance divided by an estimate of the inventoriable portion of cost of goods sold expressed in days.

 

Debt to Total Capital is calculated by dividing total debt (long term plus short term) by total shareholders' equity and total debt.

 


 
Table Five
                       
IMATION CORP.
Non-GAAP Financial Measures
(In millions, except for per share amounts)
(Unaudited)
 
Three Months Ended Three Months Ended
March 31, 2012 March 31, 2011
GAAP Adj * Non-GAAP GAAP Adj * Non-GAAP
Net revenue $ 281.7 $ - $ 281.7 $ 316.5 $ - $ 316.5
Cost of goods sold   225.6     -   225.6     262.5     (1.2 )   261.3  
Adjusted gross profit $ 56.1   $ - $ 56.1   $ 54.0   $ 1.2   $ 55.2  
 
Adjusted gross margin 19.9 % 19.9 % 17.1 % 17.4 %
 
Operating (loss) income $ (8.9 ) $ 1.3 $ (7.6 ) $ (3.4 ) $ 3.7 $ 0.3
 
Adjusted income tax provision (benefit) $ 1.0 $ - $ 1.0 $ 1.7 $ 0.3 $ 2.0
 
Adjusted (loss) income $ (12.2 ) $ 1.3 $ (10.9 ) $ (7.2 ) $ 3.4 $ (3.8 )
 
Adjusted (loss) earnings per common share
Diluted $ (0.33 ) $ (0.29 ) $ (0.19 ) $ (0.10 )
 
Adjusted weighted average shares outstanding
Diluted 37.5 37.5 38.0 38.0
 
*   See Table Six

 
 
Table Six
       
IMATION CORP.
Non-GAAP Financial Measures
(In millions, except for per share amounts)
(Unaudited)
 
Operating (loss) income / Adjusted operating income
 
Three Months Ended
March 31
2012 2011
Operating loss: $ (8.9 ) $ (3.4 )
Restructuring and other
Restructuring 1.3 0.9
Gain on sale of fixed assets held for sale (0.7 ) -
Acquisitions and integration 0.4 -
Other 0.3 -
Goodwill impairment - 1.6
Inventory write-downs related to restructuring programs included in cost of goods sold   -     1.2  
Total adjustments   1.3     3.7  
Adjusted operating(loss) income - Non-GAAP $ (7.6 ) $ 0.3  
 
Effect on diluted EPS:
(Loss) income from operations $ (0.33 ) $ (0.19 )
Restructuring and other
Restructuring 0.04 0.02
Gain on sale of fixed assets held for sale (0.02 ) -
Acquisitions and integration 0.01 -
Other 0.01 -
Goodwill impairment - 0.04
Inventory write-downs   -     0.03  
Adjusted diluted EPS - Non-GAAP $ (0.29 ) $ (0.10 )
 
EBITDA:
Operating loss $ (8.9 ) $ (3.4 )
Depreciation 2.1 2.9
Amortization   7.2     6.0  
EBITDA $ 0.4   $ 5.5  
Restructuring and other 1.3 0.9
Goodwill impairment - 1.6
Inventory write-downs related to restructuring programs included in cost of goods sold   -     1.2  
Total adjustments   1.3  

 

3.7  
Adjusted EBITDA $ 1.7   $ 9.2  
 

EBITDA is defined as operating income less depreciation and amortization. Adjusted EBITDA is defined as EBITDA before goodwill, restructuring and other, and inventory write-downs related to restructuring  programs included in cost of goods sold.

The Non-GAAP financial measurements (adjusted gross margin, adjusted operating income (loss), adjusted diluted EPS), EBITDA and adjusted EBITDA) are provided to assist in understanding the impact of certain items on Imation's actual results of operations when compared with prior periods. Management believes this will assist investors in making an evaluation of Imation's performance against prior periods on a comparable basis by adjusting for these items. Management understands that there are material limitations on the use of Non-GAAP measures. Non-GAAP measures are not substitutes for GAAP measures for the purpose of analyzing financial performance. These Non-GAAP measures are not in accordance with, or an alternative for measures prepared in accordance with, generally accepted accounting principles and may be different from Non-GAAP measures used by other companies. In addition, these Non-GAAP measures are not based on any comprehensive set of accounting rules or principles. This information should not be construed as an alternative to the reported results, which have been determined in accordance with accounting principles generally accepted in the United States of America.

CONTACT:
Imation Corp.
Scott Robinson, 651-704-4311
Email: srobinson@imation.com