Virginia
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1-1070
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13-1872319
|
(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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190 Carondelet Plaza, Suite 1530
Clayton, MO
(Address of principal executive offices)
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63105-3443 (Zip Code)
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(314) 480-1400
(Registrant's telephone number, including area code)
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¨
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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(d) Exhibit No.
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Exhibit
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99.1
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Press Release announcing fourth quarter 2011 earnings, dated January 30, 2012.
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Exhibit No.
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Exhibit
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99.1
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Press Release announcing fourth quarter 2011 earnings, dated January 30, 2012.
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·
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sensitivity to economic, business and market conditions in the United States and overseas, including economic instability or a downturn in the sectors served by us, such as ammunition, housing, vinyls, and pulp and paper, and the migration by United States customers to low-cost foreign locations;
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·
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the cyclical nature of our operating results, particularly declines in average selling prices in the chlor alkali industry and the supply/demand balance for our products, including the impact of excess industry capacity or an imbalance in demand for our chlor alkali products;
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·
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economic and industry downturns that result in diminished product demand and excess manufacturing capacity in any of our segments and that, in many cases, result in lower selling prices and profits;
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·
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costs and other expenditures in excess of those projected for environmental investigation and remediation or other legal proceedings;
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·
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unexpected litigation outcomes;
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·
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new regulations or public policy changes regarding the transportation of hazardous chemicals and the security of chemical manufacturing facilities;
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·
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the occurrence of unexpected manufacturing interruptions and outages, including those occurring as a result of labor disruptions and production hazards;
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·
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changes in legislation or government regulations or policies;
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·
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higher-than-expected raw material and energy, transportation, and/or logistics costs;
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·
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weak industry conditions could affect our ability to comply with the financial maintenance covenants in our senior revolving credit facility and certain tax-exempt bonds;
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·
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the effects of any declines in global equity markets on asset values and any declines in interest rates used to value the liabilities in our pension plan;
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·
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an increase in our indebtedness or higher-than-expected interest rates, affecting our ability to generate sufficient cash flow for debt service; and
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·
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adverse conditions in the credit and capital markets, limiting or preventing our ability to borrow or raise capital.
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Three Months
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Years Ended
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|||||||||||||||
Ended December 31,
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December 31,
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|||||||||||||||
(In millions, except per share amounts)
|
2011
|
2010
|
2011
|
2010
|
||||||||||||
Sales
|
$ | 445.8 | $ | 385.4 | $ | 1,961.1 | $ | 1,585.9 | ||||||||
Operating Expenses:
|
||||||||||||||||
Cost of Goods Sold
|
368.3 | 323.2 | 1,573.9 | 1,349.9 | ||||||||||||
Selling and Administration
|
39.6 | 33.1 | 161.4 | 134.4 | ||||||||||||
Restructuring Charges(b)
|
4.1 | 34.2 | 10.7 | 34.2 | ||||||||||||
Other Operating Income (Expense)(c)
|
2.9 | (0.1 | ) | 8.8 | 2.5 | |||||||||||
Operating Income (Loss)
|
36.7 | (5.2 | ) | 223.9 | 69.9 | |||||||||||
Earnings of Non-consolidated Affiliates
|
1.1 | 7.1 | 9.6 | 29.9 | ||||||||||||
Interest Expense
|
7.9 | 5.9 | 30.4 | 25.4 | ||||||||||||
Interest Income
|
0.5 | 0.3 | 1.2 | 1.0 | ||||||||||||
Other (Expense) Income(d)
|
(3.9 | ) | 1.4 | 175.1 | 1.5 | |||||||||||
Income (Loss) before Taxes
|
26.5 | (2.3 | ) | 379.4 | 76.9 | |||||||||||
Income Tax Provision (Benefit)
|
7.8 | (4.3 | ) | 137.7 | 12.1 | |||||||||||
Net Income
|
$ | 18.7 | $ | 2.0 | $ | 241.7 | $ | 64.8 | ||||||||
Net Income Per Common Share:
|
||||||||||||||||
Basic
|
$ | 0.23 | $ | 0.03 | $ | 3.02 | $ | 0.82 | ||||||||
Diluted
|
$ | 0.23 | $ | 0.02 | $ | 2.99 | $ | 0.81 | ||||||||
Dividends Per Common Share
|
$ | 0.20 | $ | 0.20 | $ | 0.80 | $ | 0.80 | ||||||||
Average Common Shares Outstanding - Basic
|
80.1 | 79.6 | 80.0 | 79.2 | ||||||||||||
Average Common Shares Outstanding - Diluted
|
80.7 | 80.4 | 80.8 | 79.9 |
(a)
|
Unaudited.
|
(b)
|
Restructuring charges were primarily associated with exiting the use of mercury cell technology in the chlor alkali manufacturing process by the end of 2012 and the ongoing relocation of our Winchester centerfire ammunition manufacturing operations from East Alton, IL to Oxford, MS.
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(c)
|
Other operating income (expense) for the three months and year ended December 31, 2011 included $1.9 million of insurance recoveries related to our Oxford, MS and our St. Gabriel, LA facilities. Other operating income (expense) for the year ended December 31, 2011 also included a gain of $3.7 million on the sale of a former manufacturing site.
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(d)
|
Other (expense) income for the three months ended December 31, 2011 included $4.1 million of expense for our earn out liability from the SunBelt acquisition. Other (expense) income for the year ended December 31, 2011 included a pretax gain of $181.4 million as a result of remeasuring our previously held 50% equity interest in SunBelt, partially offset by $6.7 million of expense for our earn out liability from the SunBelt acquisition. The income tax provision for the year ended December 31, 2011 included $76.0 million of deferred tax expense as a result of the remeasurement of the SunBelt investment. Other (expense) income for the three months and year ended December 31, 2010 included a $1.4 million recovery from an investment in corporate debt securities that was written off in 2008.
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Three Months
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Years Ended
|
|||||||||||||||
Ended December 31,
|
December 31,
|
|||||||||||||||
(In millions)
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2011
|
2010
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2011
|
2010
|
||||||||||||
Sales:
|
||||||||||||||||
Chlor Alkali Products
|
$ | 323.3 | $ | 272.7 | $ | 1,389.1 | $ | 1,036.6 | ||||||||
Winchester
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122.5 | 112.7 | 572.0 | 549.3 | ||||||||||||
Total Sales
|
$ | 445.8 | $ | 385.4 | $ | 1,961.1 | $ | 1,585.9 | ||||||||
Income (Loss) before Taxes:
|
||||||||||||||||
Chlor Alkali Products(b)
|
$ | 50.3 | $ | 36.5 | $ | 245.0 | $ | 117.2 | ||||||||
Winchester
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0.5 | 3.6 | 37.9 | 63.0 | ||||||||||||
Corporate/Other:
|
||||||||||||||||
Pension Income(c)
|
7.0 | 6.4 | 27.8 | 24.6 | ||||||||||||
Environmental Expense(d)
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(5.0 | ) | — | (7.9 | ) | (9.1 | ) | |||||||||
Other Corporate and Unallocated Costs
|
(13.8 | ) | (10.3 | ) | (67.4 | ) | (64.2 | ) | ||||||||
Restructuring Charges(e)
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(4.1 | ) | (34.2 | ) | (10.7 | ) | (34.2 | ) | ||||||||
Other Operating Income (Expense)(f)
|
2.9 | (0.1 | ) | 8.8 | 2.5 | |||||||||||
Interest Expense
|
(7.9 | ) | (5.9 | ) | (30.4 | ) | (25.4 | ) | ||||||||
Interest Income
|
0.5 | 0.3 | 1.2 | 1.0 | ||||||||||||
Other (Expense) Income(g)
|
(3.9 | ) | 1.4 | 175.1 | 1.5 | |||||||||||
Income (Loss) before Taxes
|
$ | 26.5 | $ | (2.3 | ) | $ | 379.4 | $ | 76.9 |
(a)
|
Unaudited.
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(b)
|
Earnings of non-consolidated affiliates are included in the Chlor Alkali Products segment results consistent with management's monitoring of the operating segments. The earnings from non-consolidated affiliates were $1.1 million and $7.1 million for the three months ended December 31, 2011 and 2010, respectively, and $9.6 million and $29.9 million for the years ended December 31, 2011 and 2010, respectively. On February 28, 2011, we acquired the remaining 50% interest in SunBelt. Since the date of acquisition, SunBelt's results are no longer included in earnings of non-consolidated affiliates but are consolidated in our financial statements.
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(c)
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The service cost and the amortization of prior service cost components of pension expense related to the employees of the operating segments are allocated to the operating segments based on their respective estimated census data. All other components of pension costs are included in Corporate/Other and include items such as the expected return on plan assets, interest cost and recognized actuarial gains and losses. Pension income for the year ended December 31, 2010 included a charge of $1.3 million associated with an agreement to withdraw our Henderson, NV chlor alkali hourly workforce from a multi-employer defined benefit pension plan.
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(d)
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Environmental expense for the three months ended December 31, 2011 and 2010 included $0.4 million and $1.6 million, respectively, of recoveries from third parties for costs incurred and expensed in prior periods. Environmental expense for the years ended December 31, 2011 and 2010 included $11.4 million and $7.2 million, respectively, of recoveries from third parties for costs incurred and expensed in prior periods.
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(e)
|
Restructuring charges were primarily associated with exiting the use of mercury cell technology in the chlor alkali manufacturing process by the end of 2012 and the ongoing relocation of our Winchester centerfire ammunition manufacturing operations from East Alton, IL to Oxford, MS.
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(f)
|
Other operating income (expense) for the three months and year ended December 31, 2011 included $1.9 million of insurance recoveries related to our Oxford, MS and our St. Gabriel, LA facilities. Other operating income (expense) for the year ended December 31, 2011 also included a gain of $3.7 million on the sale of a former manufacturing site.
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(g)
|
Other (expense) income for the three months ended December 31, 2011 included $4.1 million of expense for our earn out liability from the SunBelt acquisition. Other (expense) income for the year ended December 31, 2011 included a pretax gain of $181.4 million as a result of remeasuring our previously held 50% equity interest in SunBelt, partially offset by $6.7 million of expense for our earn out liability from the SunBelt acquisition. Other (expense) income for the three months and year ended December 31, 2010 included a $1.4 million recovery from an investment in corporate debt securities that was written off in 2008.
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December 31,
|
||||||||
(In millions, except per share data)
|
2011
|
2010
|
||||||
Assets:
|
||||||||
Cash & Cash Equivalents
|
$ | 304.8 | $ | 458.6 | ||||
Accounts Receivable, Net
|
237.1 | 186.9 | ||||||
Income Taxes Receivable
|
0.7 | 6.1 | ||||||
Inventories
|
176.6 | 155.6 | ||||||
Current Deferred Income Taxes
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50.9 | 46.0 | ||||||
Other Current Assets
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10.2 | 29.6 | ||||||
Total Current Assets
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780.3 | 882.8 | ||||||
Property, Plant and Equipment
|
||||||||
(Less Accumulated Depreciation of $1,144.0 and $1,068.1)
|
885.4 | 675.0 | ||||||
Prepaid Pension Costs
|
23.0 | 16.3 | ||||||
Restricted Cash
|
51.7 | 102.0 | ||||||
Other Assets
|
85.6 | 72.3 | ||||||
Goodwill
|
627.4 | 300.3 | ||||||
Total Assets
|
$ | 2,453.4 | $ | 2,048.7 | ||||
Liabilities and Shareholders' Equity:
|
||||||||
Current Installments of Long-Term Debt
|
$ | 12.2 | $ | 77.8 | ||||
Accounts Payable
|
149.7 | 115.5 | ||||||
Accrued Liabilities
|
237.2 | 197.7 | ||||||
Total Current Liabilities
|
399.1 | 391.0 | ||||||
Long-Term Debt
|
524.2 | 418.2 | ||||||
Accrued Pension Liability
|
59.1 | 58.6 | ||||||
Deferred Income Taxes
|
101.0 | 23.5 | ||||||
Other Liabilities
|
381.8 | 327.1 | ||||||
Total Liabilities
|
1,465.2 | 1,218.4 | ||||||
Commitments and Contingencies
|
||||||||
Shareholders' Equity:
|
||||||||
Common Stock, Par Value $1 Per Share, Authorized 120.0 Shares:
|
||||||||
Issued and Outstanding 80.1 Shares (79.6 in 2010)
|
80.1 | 79.6 | ||||||
Additional Paid-In Capital
|
852.0 | 842.3 | ||||||
Accumulated Other Comprehensive Loss
|
(291.8 | ) | (261.8 | ) | ||||
Retained Earnings
|
347.9 | 170.2 | ||||||
Total Shareholders' Equity
|
988.2 | 830.3 | ||||||
Total Liabilities and Shareholders' Equity
|
$ | 2,453.4 | $ | 2,048.7 |
(a)
|
Unaudited.
|
Years Ended
|
||||||||
December 31,
|
||||||||
(In millions)
|
2011
|
2010
|
||||||
Operating Activities:
|
||||||||
Net Income
|
$ | 241.7 | $ | 64.8 | ||||
Gain on Remeasurement of Investment in SunBelt
|
(181.4 | ) | — | |||||
Earnings of Non-consolidated Affiliates
|
(9.6 | ) | (29.9 | ) | ||||
Gains on Disposition of Property, Plant and Equipment
|
(6.2 | ) | (1.1 | ) | ||||
Stock-Based Compensation
|
5.8 | 6.7 | ||||||
Depreciation and Amortization
|
99.3 | 86.9 | ||||||
Deferred Income Taxes
|
92.6 | 11.2 | ||||||
Non-cash Portion of Restructuring Charge
|
— | 17.5 | ||||||
Qualified Pension Plan Contributions
|
(0.9 | ) | (9.8 | ) | ||||
Qualified Pension Plan Income
|
(26.4 | ) | (21.6 | ) | ||||
Common Stock Issued Under Employee Benefit Plans
|
— | 1.0 | ||||||
Changes in:
|
||||||||
Receivables
|
(26.2 | ) | (3.6 | ) | ||||
Income Taxes Receivable
|
5.0 | 13.3 | ||||||
Inventories
|
(17.0 | ) | (31.8 | ) | ||||
Other Current Assets
|
0.6 | (1.7 | ) | |||||
Accounts Payable and Accrued Liabilities
|
15.6 | 14.1 | ||||||
Other Assets
|
(0.2 | ) | 2.0 | |||||
Other Noncurrent Liabilities
|
25.6 | (2.0 | ) | |||||
Other Operating Activities
|
(2.4 | ) | (0.5 | ) | ||||
Net Operating Activities
|
215.9 | 115.5 | ||||||
Investing Activities:
|
||||||||
Capital Expenditures
|
(200.9 | ) | (85.3 | ) | ||||
Business Acquired in Purchase Transaction, Net of Cash Acquired
|
(123.4 | ) | — | |||||
Proceeds from Sale/Leaseback of Equipment
|
3.2 | — | ||||||
Proceeds from Disposition of Property, Plant and Equipment
|
7.9 | 3.1 | ||||||
Distributions from Affiliated Companies, Net
|
1.9 | 23.6 | ||||||
Restricted Cash Activity
|
50.3 | (102.0 | ) | |||||
Other Investing Activities
|
1.4 | 0.9 | ||||||
Net Investing Activities
|
(259.6 | ) | (159.7 | ) | ||||
Financing Activities:
|
||||||||
Long Term Debt:
|
||||||||
Borrowings
|
36.0 | 117.0 | ||||||
Repayments
|
(87.2 | ) | (20.7 | ) | ||||
Issuance of Common Stock
|
— | 9.2 | ||||||
Common Stock Repurchased and Retired
|
(4.2 | ) | — | |||||
Stock Options Exercised
|
8.3 | 2.9 | ||||||
Excess tax benefits from stock options exercised
|
1.0 | 0.2 | ||||||
Dividends Paid
|
(64.0 | ) | (63.3 | ) | ||||
Deferred Debt Issuance Cost
|
— | (1.0 | ) | |||||
Net Financing Activities
|
(110.1 | ) | 44.3 | |||||
Net (Decrease) Increase in Cash and Cash Equivalents
|
(153.8 | ) | 0.1 | |||||
Cash and Cash Equivalents, Beginning of Year
|
458.6 | 458.5 | ||||||
Cash and Cash Equivalents, End of Period
|
$ | 304.8 | $ | 458.6 |
(a)
|
Unaudited.
|
2011
|
||||||||||||||||||||
First
|
Second
|
Third
|
Fourth
|
Total
|
||||||||||||||||
(In millions, except per share data)
|
Quarter
|
Quarter
|
Quarter
|
Quarter
|
Year
|
|||||||||||||||
Sales
|
$ | 436.0 | $ | 529.1 | $ | 550.2 | $ | 445.8 | $ | 1,961.1 | ||||||||||
Income before Taxes
|
219.8 | 63.7 | 69.4 | 26.5 | 379.4 | |||||||||||||||
Depreciation and Amortization
|
23.2 | 25.4 | 25.5 | 25.2 | 99.3 | |||||||||||||||
Capital Expenditures
|
25.6 | 37.8 | 65.0 | 72.5 | 200.9 | |||||||||||||||
Dividends Paid
|
16.0 | 16.0 | 16.0 | 16.0 | 64.0 | |||||||||||||||
Total Debt to Total Capitalization
|
38.0 | % | 37.1 | % | 36.9 | % | 35.2 | % | 35.2 | % | ||||||||||
Diluted Income Per Common Share
|
$ | 1.66 | $ | 0.52 | $ | 0.58 | $ | 0.23 | $ | 2.99 | ||||||||||
Dividends
|
$ | 0.20 | $ | 0.20 | $ | 0.20 | $ | 0.20 | $ | 0.80 | ||||||||||
Average Common Shares Outstanding - Diluted
|
80.4 | 81.1 | 80.8 | 80.7 | 80.8 | |||||||||||||||
2010 | ||||||||||||||||||||
First
|
Second
|
Third
|
Fourth
|
Total
|
||||||||||||||||
(In millions, except per share data)
|
Quarter
|
Quarter
|
Quarter
|
Quarter
|
Year
|
|||||||||||||||
Sales
|
$ | 362.0 | $ | 405.7 | $ | 432.8 | $ | 385.4 | $ | 1,585.9 | ||||||||||
Income (Loss) before Taxes
|
15.2 | 25.2 | 38.8 | (2.3 | ) | 76.9 | ||||||||||||||
Depreciation and Amortization
|
21.6 | 21.6 | 21.6 | 22.1 | 86.9 | |||||||||||||||
Capital Expenditures
|
21.4 | 20.3 | 21.7 | 21.9 | 85.3 | |||||||||||||||
Dividends Paid
|
15.8 | 15.8 | 15.8 | 15.9 | 63.3 | |||||||||||||||
Total Debt to Total Capitalization
|
32.6 | % | 32.8 | % | 31.1 | % | 37.4 | % | 37.4 | % | ||||||||||
Diluted Income Per Common Share
|
$ | 0.18 | $ | 0.21 | $ | 0.40 | $ | 0.02 | $ | 0.81 | ||||||||||
Dividends
|
$ | 0.20 | $ | 0.20 | $ | 0.20 | $ | 0.20 | $ | 0.80 | ||||||||||
Average Common Shares Outstanding - Diluted
|
79.4 | 79.8 | 80.2 | 80.4 | 79.9 |
(a)
|
Unaudited.
|