Virginia | 1-1070 | 13-1872319 |
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
190 Carondelet Plaza, Suite 1530 Clayton, MO (Address of principal executive offices) | 63105 (Zip Code) |
(314) 480-1400 (Registrant’s telephone number, including area code) |
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 (see General Instruction A.2. below): | |
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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). | |
o | Emerging growth company |
o | If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. |
(d) Exhibit No. | Exhibit |
99.1 |
OLIN CORPORATION | |||
By: | /s/ Eric A. Blanchard | ||
Name: | Eric A. Blanchard | ||
Title: | Vice President, General Counsel and Secretary |
• | Net income of $58.6 million and adjusted EBITDA of $325.4 million |
• | Increased full year 2018 adjusted EBITDA forecast to $1.3 billion |
• | 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, vinyls, urethanes, and pulp and paper, and the migration by United States customers to low-cost foreign locations; |
• | 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; |
• | our reliance on a limited number of suppliers for specified feedstock and services and our reliance on third-party transportation; |
• | higher-than-expected raw material and energy, transportation, and/or logistics costs; |
• | failure to control costs or to achieve targeted cost reductions; |
• | new regulations or public policy changes regarding the transportation of hazardous chemicals and the security of chemical manufacturing facilities; |
• | the occurrence of unexpected manufacturing interruptions and outages, including those occurring as a result of labor disruptions and production hazards; |
• | complications resulting from our multiple enterprise resource planning systems and the conversion to one single system; |
• | changes in, or failure to comply with, legislation or government regulations or policies; |
• | the failure or an interruption of our information technology systems; |
• | 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; |
• | weak industry conditions could affect our ability to comply with the financial maintenance covenants in our senior credit facility; |
• | 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; |
• | fluctuations in foreign currency exchange rates; |
• | unexpected litigation outcomes; |
• | costs and other expenditures in excess of those projected for environmental investigation and remediation or other legal proceedings; |
• | our substantial amount of indebtedness and significant debt service obligations; |
• | the integration of the Acquired Business may not be successful in fully realizing the benefits of the anticipated synergies; |
• | failure to attract, retain and motivate key employees; |
• | our assumptions included in long range plans not realized causing a non-cash impairment charge of long-lived assets; |
• | adverse conditions in the credit and capital markets, limiting or preventing our ability to borrow or raise capital; and |
• | differences between the historical financial information of Olin and the Acquired Business and our future operating performance. |
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
(In millions, except per share amounts) | 2018 | 2017 | 2018 | 2017 | ||||||||||||
Sales | $ | 1,728.4 | $ | 1,526.5 | $ | 3,438.7 | $ | 3,093.6 | ||||||||
Operating Expenses: | ||||||||||||||||
Cost of Goods Sold (b) | 1,460.7 | 1,407.9 | 2,989.4 | 2,805.4 | ||||||||||||
Selling and Administration (b) | 110.3 | 84.8 | 210.8 | 177.7 | ||||||||||||
Restructuring Charges(c) | 6.4 | 8.5 | 10.4 | 16.7 | ||||||||||||
Acquisition-related Costs(d) | 0.3 | 4.4 | 0.6 | 11.4 | ||||||||||||
Other Operating Income (Expense) (e) | — | 0.3 | 8.1 | (0.1 | ) | |||||||||||
Operating Income | 150.7 | 21.2 | 235.6 | 82.3 | ||||||||||||
Earnings (Losses) of Non-consolidated Affiliates (f) | (21.1 | ) | 0.5 | (20.6 | ) | 1.0 | ||||||||||
Interest Expense (g) | 61.1 | 52.5 | 124.8 | 104.9 | ||||||||||||
Interest Income | 0.4 | 0.4 | 0.8 | 0.6 | ||||||||||||
Non-operating Pension Income (b) | 5.4 | 8.6 | 10.8 | 17.1 | ||||||||||||
Income (Loss) before Taxes | 74.3 | (21.8 | ) | 101.8 | (3.9 | ) | ||||||||||
Income Tax Provision (Benefit) | 15.7 | (15.9 | ) | 22.3 | (11.4 | ) | ||||||||||
Net Income (Loss) | $ | 58.6 | $ | (5.9 | ) | $ | 79.5 | $ | 7.5 | |||||||
Net Income (Loss) Per Common Share: | ||||||||||||||||
Basic | $ | 0.35 | $ | (0.04 | ) | $ | 0.48 | $ | 0.05 | |||||||
Diluted | $ | 0.35 | $ | (0.04 | ) | $ | 0.47 | $ | 0.04 | |||||||
Dividends Per Common Share | $ | 0.20 | $ | 0.20 | $ | 0.40 | $ | 0.40 | ||||||||
Average Common Shares Outstanding - Basic | 167.1 | 166.1 | 167.1 | 165.8 | ||||||||||||
Average Common Shares Outstanding - Diluted | 168.8 | 166.1 | 169.1 | 168.0 |
(a) | Unaudited. |
(b) | Non-operating pension income reflects the adoption of Accounting Standards Update 2017-07 and includes all components of pension and other postretirement income (costs) other than service costs, which continue to be included within operating income. Reclassification adjustments to cost of goods sold and selling and administration expense for 2017 have been made to reflect this accounting change. |
(c) | Restructuring charges for the three and six months ended June 30, 2018 and 2017 were primarily associated with the closure of 433,000 tons of chlor alkali capacity across three separate Olin locations. |
(d) | Acquisition-related costs for the three and six months ended June 30, 2018 and 2017 were associated with our integration of the Acquired Business. |
(e) | Other operating income (expense) for the six months ended June 30, 2018 included an $8.0 million insurance recovery associated with a second quarter 2017 business interruption at our Freeport, Texas vinyl chloride monomer facility. |
(f) | Earnings (losses) of non-consolidated affiliates for the three and six months ended June 30, 2018 reflect a $21.5 million non-cash impairment charge recorded during the second quarter. |
(g) | Interest expense for the three and six months ended June 30, 2018 included $4.0 million and $7.9 million, respectively, of accretion expense related to the 2020 ethylene payment discount. |
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
(In millions) | 2018 | 2017 | 2018 | 2017 | ||||||||||||
Sales: | ||||||||||||||||
Chlor Alkali Products and Vinyls | $ | 1,018.7 | $ | 865.1 | $ | 1,954.8 | $ | 1,702.0 | ||||||||
Epoxy | 543.8 | 492.0 | 1,147.1 | 1,059.6 | ||||||||||||
Winchester | 165.9 | 169.4 | 336.8 | 332.0 | ||||||||||||
Total Sales | $ | 1,728.4 | $ | 1,526.5 | $ | 3,438.7 | $ | 3,093.6 | ||||||||
Income (Loss) before Taxes: | ||||||||||||||||
Chlor Alkali Products and Vinyls(b) | $ | 149.4 | $ | 52.8 | $ | 279.9 | $ | 140.3 | ||||||||
Epoxy | 24.8 | (8.1 | ) | 2.7 | (9.3 | ) | ||||||||||
Winchester | 11.8 | 19.0 | 23.8 | 44.1 | ||||||||||||
Corporate/Other: | ||||||||||||||||
Environmental Expense | (4.4 | ) | (1.8 | ) | (6.7 | ) | (4.4 | ) | ||||||||
Other Corporate and Unallocated Costs | (45.3 | ) | (27.6 | ) | (81.8 | ) | (59.2 | ) | ||||||||
Restructuring Charges(c) | (6.4 | ) | (8.5 | ) | (10.4 | ) | (16.7 | ) | ||||||||
Acquisition-related Costs(d) | (0.3 | ) | (4.4 | ) | (0.6 | ) | (11.4 | ) | ||||||||
Other Operating Income (Expense)(e) | — | 0.3 | 8.1 | (0.1 | ) | |||||||||||
Interest Expense(f) | (61.1 | ) | (52.5 | ) | (124.8 | ) | (104.9 | ) | ||||||||
Interest Income | 0.4 | 0.4 | 0.8 | 0.6 | ||||||||||||
Non-operating Pension Income(g) | 5.4 | 8.6 | 10.8 | 17.1 | ||||||||||||
Income (Loss) before Taxes | $ | 74.3 | $ | (21.8 | ) | $ | 101.8 | $ | (3.9 | ) |
(a) | Unaudited. |
(b) | Earnings (losses) of non-consolidated affiliates are included in the Chlor Alkali Products and Vinyls segment results consistent with management’s monitoring of the operating segments. The losses of non-consolidated affiliates were $21.1 million and $20.6 million for the three and six months ended June 30, 2018, respectively, which reflect a $21.5 million non-cash impairment charge recorded during the second quarter. The earnings of non-consolidated affiliates were $0.5 million and $1.0 million for the three and six months ended June 30, 2017, respectively. |
(c) | Restructuring charges for the three and six months ended June 30, 2018 and 2017 were primarily associated with the closure of 433,000 tons of chlor alkali capacity across three separate Olin locations. |
(d) | Acquisition-related costs for the three and six months ended June 30, 2018 and 2017 were associated with our integration of the Acquired Business. |
(e) | Other operating income (expense) for the six months ended June 30, 2018 included an $8.0 million insurance recovery associated with a second quarter 2017 business interruption at our Freeport, Texas vinyl chloride monomer facility. |
(f) | Interest expense for the three and six months ended June 30, 2018 included $4.0 million and $7.9 million, respectively, of accretion expense related to the 2020 ethylene payment discount. |
(g) | Non-operating pension income reflects the adoption of Accounting Standards Update 2017-07 and includes all components of pension and other postretirement income (costs) other than service costs, which are allocated to the operating segments based on their respective census data. Operating segment results for 2017 have been restated to reflect this accounting change. |
June 30, | December 31, | June 30, | ||||||||||
(In millions, except per share data) | 2018 | 2017 | 2017 | |||||||||
Assets: | ||||||||||||
Cash & Cash Equivalents | $ | 144.2 | $ | 218.4 | $ | 184.5 | ||||||
Accounts Receivable, Net | 837.2 | 733.2 | 782.2 | |||||||||
Income Taxes Receivable | 17.8 | 16.9 | 20.9 | |||||||||
Inventories | 716.3 | 682.6 | 666.2 | |||||||||
Other Current Assets | 47.7 | 48.1 | 37.2 | |||||||||
Total Current Assets | 1,763.2 | 1,699.2 | 1,691.0 | |||||||||
Property, Plant and Equipment (Less Accumulated Depreciation of $2,537.0, $2,333.1 and $2,117.6) | 3,501.4 | 3,575.8 | 3,627.4 | |||||||||
Deferred Income Taxes | 39.7 | 36.4 | 125.2 | |||||||||
Other Assets | 1,169.5 | 1,208.4 | 625.6 | |||||||||
Intangibles, Net | 544.3 | 578.5 | 605.6 | |||||||||
Goodwill | 2,119.7 | 2,120.0 | 2,119.5 | |||||||||
Total Assets | $ | 9,137.8 | $ | 9,218.3 | $ | 8,794.3 | ||||||
Liabilities and Shareholders’ Equity: | ||||||||||||
Current Installments of Long-term Debt | $ | 0.9 | $ | 0.7 | $ | 81.7 | ||||||
Accounts Payable | 681.4 | 669.8 | 656.1 | |||||||||
Income Taxes Payable | 15.5 | 9.4 | 7.1 | |||||||||
Accrued Liabilities | 284.4 | 274.4 | 261.5 | |||||||||
Total Current Liabilities | 982.2 | 954.3 | 1,006.4 | |||||||||
Long-term Debt | 3,512.6 | 3,611.3 | 3,518.9 | |||||||||
Accrued Pension Liability | 602.7 | 635.9 | 625.6 | |||||||||
Deferred Income Taxes | 512.7 | 511.2 | 1,037.6 | |||||||||
Other Liabilities | 764.5 | 751.9 | 347.2 | |||||||||
Total Liabilities | 6,374.7 | 6,464.6 | 6,535.7 | |||||||||
Commitments and Contingencies | ||||||||||||
Shareholders’ Equity: | ||||||||||||
Common Stock, Par Value $1 Per Share, Authorized 240.0 Shares: Issued and Outstanding 167.0 Shares (167.1 and 166.3 in 2017) | 167.0 | 167.1 | 166.3 | |||||||||
Additional Paid-in Capital | 2,280.5 | 2,280.9 | 2,262.7 | |||||||||
Accumulated Other Comprehensive Loss | (573.2 | ) | (484.6 | ) | (485.4 | ) | ||||||
Retained Earnings | 888.8 | 790.3 | 315.0 | |||||||||
Total Shareholders’ Equity | 2,763.1 | 2,753.7 | 2,258.6 | |||||||||
Total Liabilities and Shareholders’ Equity | $ | 9,137.8 | $ | 9,218.3 | $ | 8,794.3 |
(a) | Unaudited. |
Six Months Ended June 30, | ||||||||
(In millions) | 2018 | 2017 | ||||||
Operating Activities: | ||||||||
Net Income | $ | 79.5 | $ | 7.5 | ||||
Losses (Earnings) of Non-consolidated Affiliates | 20.6 | (1.0 | ) | |||||
Stock-based Compensation | 6.2 | 4.0 | ||||||
Depreciation and Amortization | 297.4 | 272.2 | ||||||
Deferred Income Taxes | (6.2 | ) | (11.6 | ) | ||||
Qualified Pension Plan Contributions | (1.1 | ) | (0.9 | ) | ||||
Qualified Pension Plan Income | (7.7 | ) | (13.7 | ) | ||||
Changes in: | ||||||||
Receivables | (109.9 | ) | (97.9 | ) | ||||
Income Taxes Receivable/Payable | 5.4 | 3.3 | ||||||
Inventories | (35.2 | ) | (26.3 | ) | ||||
Other Current Assets | (5.1 | ) | (10.3 | ) | ||||
Accounts Payable and Accrued Liabilities | 26.1 | 99.6 | ||||||
Other Assets | (1.5 | ) | 5.8 | |||||
Other Noncurrent Liabilities | (3.0 | ) | (9.2 | ) | ||||
Other Operating Activities | (1.2 | ) | 5.9 | |||||
Net Operating Activities | 264.3 | 227.4 | ||||||
Investing Activities: | ||||||||
Capital Expenditures | (176.0 | ) | (150.9 | ) | ||||
Proceeds from Disposition of Property, Plant and Equipment | 0.1 | 0.1 | ||||||
Net Investing Activities | (175.9 | ) | (150.8 | ) | ||||
Financing Activities: | ||||||||
Long-term Debt Repayments, Net | (80.1 | ) | (15.1 | ) | ||||
Common Stock Repurchased and Retired | (9.1 | ) | — | |||||
Stock Options Exercised | 2.2 | 15.8 | ||||||
Dividends Paid | (66.9 | ) | (66.3 | ) | ||||
Debt Issuance Costs | (8.5 | ) | (11.2 | ) | ||||
Net Financing Activities | (162.4 | ) | (76.8 | ) | ||||
Net Decrease in Cash and Cash Equivalents | (74.0 | ) | (0.2 | ) | ||||
Effect of Exchange Rate Changes on Cash and Cash Equivalents | (0.2 | ) | 0.2 | |||||
Cash and Cash Equivalents, Beginning of Period | 218.4 | 184.5 | ||||||
Cash and Cash Equivalents, End of Period | $ | 144.2 | $ | 184.5 |
(a) | Unaudited. |
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
(In millions) | 2018 | 2017 | 2018 | 2017 | ||||||||||||
Reconciliation of Net Income (Loss) to Adjusted EBITDA: | ||||||||||||||||
Net Income (Loss) | $ | 58.6 | $ | (5.9 | ) | $ | 79.5 | $ | 7.5 | |||||||
Add Back: | ||||||||||||||||
Interest Expense | 61.1 | 52.5 | 124.8 | 104.9 | ||||||||||||
Interest Income | (0.4 | ) | (0.4 | ) | (0.8 | ) | (0.6 | ) | ||||||||
Income Tax Provision (Benefit) | 15.7 | (15.9 | ) | 22.3 | (11.4 | ) | ||||||||||
Depreciation and Amortization | 150.7 | 137.1 | 297.4 | 272.2 | ||||||||||||
EBITDA | 285.7 | 167.4 | 523.2 | 372.6 | ||||||||||||
Add Back: | ||||||||||||||||
Restructuring Charges(b) | 6.4 | 8.5 | 10.4 | 16.7 | ||||||||||||
Acquisition-related Costs(c) | 0.3 | 4.4 | 0.6 | 11.4 | ||||||||||||
Information Technology Integration Project(d) | 11.5 | — | 18.0 | — | ||||||||||||
Certain Non-recurring Items(e) | 21.5 | — | 13.5 | — | ||||||||||||
Adjusted EBITDA | $ | 325.4 | $ | 180.3 | $ | 565.7 | $ | 400.7 |
(a) | Unaudited. |
(b) | Restructuring charges for the three and six months ended June 30, 2018 and 2017 were primarily associated with the closure of 433,000 tons of chlor alkali capacity across three separate Olin locations. |
(c) | Acquisition-related costs for the three and six months ended June 30, 2018 and 2017 were associated with our integration of the Acquired Business. |
(d) | Information technology integration project for the three and six months ended June 30, 2018 included costs associated with the implementation of new enterprise resource planning, manufacturing, and engineering systems, and related infrastructure costs of $11.5 million and $18.0 million, respectively. |
(e) | Certain non-recurring items for the three and six months ended June 30, 2018 included a $21.5 million non-cash impairment charge associated with our investment in a non-consolidated affiliate. Certain non-recurring items for the six months ended June 30, 2018 also included an $8.0 million insurance recovery associated with a second quarter 2017 business interruption at our Freeport, Texas vinyl chloride monomer facility. |