UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): September 11, 2012
POLYPORE INTERNATIONAL, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
1-32266 |
|
43-2049334 |
(Commission File Number) |
|
(IRS Employer Identification No.) |
11430 North Community House Road, Suite 350, Charlotte, North Carolina |
|
28277 |
(Address of Principal Executive Offices) |
|
(Zip Code) |
(704) 587-8409
(Registrants Telephone Number, Including Area Code)
Not Applicable
(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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 8.01. Other Events.
Today, September 11, 2012, Polypore International, Inc. (Polypore or the Company) issued a press release announcing the Company will host an investor meeting and tours of its Charlotte, NC and Concord, NC production facilities beginning at 7:30 A.M. ET tomorrow, Wednesday, September 12, 2012. Polypore will provide a live webcast of the management presentations, which will address the Companys strategy, competitive position and core technology competencies, and will make the slides accompanying all of the sessions, including presentations addressing membrane process and product technology as well as lithium battery technology, available through the Investor Relations section of its website at www.polypore.net.
In the press release, the Company also provided an update regarding its financial outlook for the second half of 2012. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Polypore will provide a live webcast of the management presentations taking place at its investor day on Wednesday, September 12, 2012. The presentation will begin at 7:30 A.M. ET and continue until approximately 9:40 A.M. ET. The webcast and a copy of the presentations may be accessed through the Investor Relations link on the Companys website at www.polypore.net. A replay of the investor day webcast will be available for 90 days.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
|
Description |
|
|
|
99.1 |
|
Press Release of Polypore International, Inc. dated September 11, 2012 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
POLYPORE INTERNATIONAL, INC. | |
|
(Registrant) | |
|
|
|
|
|
|
Date: September 11, 2012 |
By: |
/s/ Lynn Amos |
|
|
Lynn Amos |
|
|
Chief Financial Officer |
Exhibit 99.1
|
Polypore International, Inc. |
|
The Gibson Building |
11430 N. Community House Rd, Suite 350 | |
Charlotte, NC 28277 | |
Tel: (704) 587-8886 | |
investorrelations@polypore.net | |
www.polypore.net | |
|
|
|
PRESS RELEASE |
Polypore Announces Investor Day Agenda and Provides Updated Financial Outlook
CHARLOTTE, NC September 11, 2012 Polypore International, Inc. (NYSE: PPO) will host an investor meeting and tours of its Charlotte, NC and Concord, NC production facilities beginning at 7:30 A.M. ET tomorrow, Wednesday, September 12, 2012. Polypore will provide a live webcast of the management presentations, which will address the Companys strategy, competitive position and core technology competencies, and will make the slides accompanying all of the sessions, including presentations addressing membrane process and product technology as well as lithium battery technology, available through the Investor Relations section of its website at www.polypore.net.
In advance of the investor event, the Company also is providing an update regarding its financial outlook for the second half of 2012.
Investor Day Agenda
The following members of senior management will present at tomorrows event:
Robert Toth, President and CEO, will highlight key elements of the Companys strategy and market position, including:
· The long-term secular trends that drive growth in Polypores four core businesses, such as increasing demand for mobility, which requires mobile or portable power, and purity, as it relates to high-performance filtration
· The high recurring revenue nature of the Companys core businesses
· The ability to capitalize on worldwide macroeconomic growth due to Polypores broad global presence, particularly in the high-growth region of Asia
· The substantial operating leverage of Polypores businesses and the earnings growth potential associated with the recent significant capacity investments
· The Companys return to a period of substantial cash generation as it nears completion of its major capital spending program.
Oliver Schuster, Ph. D., Vice President of Technology for Polypores Separations Media business, will review the unique core competencies of the Company in microporous membranes highlighting several factors, including:
· Polypore has the broadest array of membrane process and product technology for introducing porosity at the nano-, micro- and ultra-filtration level
· The Companys industry leadership is based on strong intellectual property and substantial know-how developed over a long history of manufacturing and application development
· Continued technical innovation enabling the incorporation of membranes in new applications.
Mitch Pulwer, President of Celgard, LLC, will provide an overview of the market for lithium ion battery separators, including:
· Key long-term trends and drivers of end market demand for lithium ion batteries for consumer electronics, electric drive vehicles (EDVs) and energy storage systems (ESS)
· An explanation of EDV technology and cell-design requirements.
Lie Shi, Vice President of Technology for Celgard, LLC, will cover several technical topics, including:
· The functionality of rechargeable lithium ion batteries
· Characteristics and designs of lithium ion batteries for consumer electronics and large format EDV and ESS applications
· The role and functionality of lithium battery separators and the numerous complex specifications that must be precisely achieved to meet widely varying and unique customer design requirements
· Case studies highlighting the complexity of changing separators and the multi-variable effects this can have on battery design and function
· An overview of lithium separator manufacturing technologies.
Outlook Update
Ahead of its investor day, which will focus on technology, strategy and competitive position, the Company is updating its outlook as follows:
· Based on the results through July and August, earnings for the second half of 2012 are expected to be in a range similar to or slightly below the first half of 2012.
· The same temporary items that affected the second quarter continued into the third quarter. While September sales are improving, the seasonality and weakness experienced in July and August, combined with the recently announced temporary shut-down of a plug-in electric drive vehicle production facility, are expected to result in Adjusted EPS for the third quarter in the low- to mid-30-cent range.
· The September sales momentum is expected to continue into the fourth quarter with strong sequential improvement being driven by the following factors:
· A favorable lead-acid battery build schedule in preparation for winter months leading to improved separator sales
· The start-up of two electric drive vehicle production facilities one in the United States and another in the United Kingdom
· The re-start of the previously mentioned customers plug-in hybrid production facility
· The re-start of production by healthcare customers originally shut down by the earthquakes in Italy
· The fulfillment of certain orders delayed by filtration customers from the third quarter into the fourth quarter.
As a result, the Company expects Adjusted EPS for the fourth quarter in the low-50-cent to low-60-cent range.
Investor Day Webcast
Polypore will provide a live webcast of the management presentations taking place at its investor day on Wednesday, September 12, 2012. The presentation will begin at 7:30 A.M. ET and continue until approximately 9:40 A.M. ET. The webcast and a copy of the presentations may be accessed through the Investor Relations link on the Companys website at www.polypore.net. A replay of the investor day webcast will be available for 90 days.
CONTACT:
Polypore International, Inc.
Investor Relations
(704) 587-8886
investorrelations@polypore.net
Non-GAAP Supplemental Information
Adjusted EPS (earnings per share) is a non-GAAP financial measure presented in this press release. We define Adjusted EPS as Adjusted Net Income divided by the number of diluted shares of common stock outstanding. We define Adjusted Net Income as income from continuing operations excluding certain items. The adjustments used in calculating Adjusted EPS are consistent with the adjustments used in calculating Adjusted EBITDA, as defined in our credit agreement.
We present this non-GAAP financial measure because we believe that it is a useful indicator of our operating performance and facilitates the comparison of results between periods. Adjusted EPS excludes amounts we do not consider part of our ongoing operating results when assessing performance and is calculated consistent with the calculation of Adjusted EBITDA.
Adjusted EPS is not a measurement of financial performance under GAAP and such a financial measure should not be considered as an alternative to net income per share or other measures of performance determined in accordance with GAAP. In addition, our calculation of this non-GAAP financial measure may not be comparable to the calculation of any similarly titled measure reported by other companies.
Forward-Looking Statements
This release contains statements that are forward-looking in nature. Statements that are predictive in nature, that depend upon or refer to future events or conditions or that include words such as expects, anticipates, intends, plans, believes, estimates, and similar expressions are forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results and performance to be materially different from any future results or performance expressed or implied by these forward-looking statements. These factors include the following: the highly competitive nature of
the markets in which we sell our products; the failure to continue to develop innovative products; the loss of our customers; the vertical integration by our customers of the production of our products into their own manufacturing process; increases in prices for raw materials or the loss of key supplier contracts; our substantial indebtedness; interest rate risk related to our variable rate indebtedness; our inability to generate cash; restrictions related to the senior secured credit agreement; employee slowdowns, strikes or similar actions; product liability claims exposure; risks in connection with our operations outside the United States, including compliance with applicable anti-corruption laws; the incurrence of substantial costs to comply with, or as a result of violations of, or liabilities under, environmental laws; the failure to protect our intellectual property; the loss of senior management; the incurrence of additional debt, contingent liabilities and expenses in connection with future acquisitions; the failure to effectively integrate newly acquired operations; the absence of expected returns from the intangible assets we have recorded; the adverse impact from legal proceedings on our financial condition; and natural disasters, epidemics, terrorist acts and other events beyond our control. Additional information concerning these and other important factors can be found in Item 1A. Risk Factors of our most recent Annual Report on Form 10-K and subsequent reports filed with the Securities and Exchange Commission. Such forward-looking statements speak only as of the date of this press release. Polypore expressly disclaims any obligation to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in Polypores expectations with regard thereto or change in events, conditions or circumstances on which any statement is based.