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): May 2, 2007 POLYONE CORPORATION ------------------- (Exact name of registrant as specified in charter) Ohio 1-16091 34-1730488 ---- ------- ---------- (State or other (Commission (I.R.S. jurisdiction of File Number) Employer incorporation) Identification No.) PolyOne Center, 33587 Walker Road, Avon Lake, Ohio 44012 -------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (440) 930-1000 ------------------------------------------------------------------------- (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 requirements 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. On May 2, 2007, the Registrant issued a press release, furnished herewith as Exhibit 99.1, announcing earnings for the first quarter of 2007. The press release shall not be deemed to be "filed" under the Securities Exchange Act of 1934. Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit 99.1 - Press release dated May 2, 2007, furnished herewith.
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. POLYONE CORPORATION By: /s/ W. David Wilson ------------------------- W. David Wilson Senior Vice President and Chief Financial Officer Dated: May 2, 2007
· |
Core
operating business gross margins improve despite challenging North
American economic environment
|
· |
International
operations continue strong sales and earnings
growth
|
· |
Equity
investment joint venture earnings, as reflected in the Resin and
Intermediates segment, decline substantially due to narrowing spreads
caused by soft building and construction
demand
|
· |
Cash
flow remains positive in spite of seasonal working capital
build
|
· |
Specialization
- PolyOne is upgrading its product mix by capturing higher-value new
business, pruning low-margin accounts and delivering innovative solutions
through the development of specialized new products, technologies and
services. A commercial example of an innovative solution is the recently
introduced line of products for use in wood-plastic composite applications
such as fencing, decking, railings, and window and door frames. These
patent-pending color and additive concentrates provide excellent color
distribution, which gives customers improved processing and, in turn,
lowers their operating costs. PolyOne has more than 10 years experience
in
wood-plastic composites.
|
· |
Globalization
- PolyOne’s new specialty color plant in Kutno, Poland, is on schedule to
open this summer. Additionally, in the second quarter, the Company
will
complete the acquisition of the vinyl assets and operations of Ngai
Hing
PlastChem Company, enabling PolyOne’s accelerated entry into the South
China vinyl compounding market. Moreover, the recently opened Mumbai,
India, office is gaining momentum closing new high-value applications,
including sales with a global appliance
manufacturer.
|
· |
Operational
excellence - During the 2007 first quarter, on-time delivery continued
to
improve and exceeded 90 percent of shipments. Since the focus was placed
on this key customer goal in March 2006, on-time delivery has improved
by
7 percentage points. Additionally, during the quarter, all business
units
launched Lean Six Sigma processes to simplify work streams and eliminate
waste. During 2007, PolyOne anticipates annual savings totaling more
than
$2 million, net of training and consulting costs, with benefits
accelerating in 2008 and beyond.
|
· |
Commercial
excellence - PolyOne has hired 65 additional people in sales, marketing,
and research and development since the first quarter of 2006 to strengthen
and expand commercial effectiveness. Also, the Company has initiated
value-based selling training with the intent of quantifying the economic
impact of products and services delivered to customers, which results
in
higher gross margins and value creation for shareholders. Continued
gross
margin improvement from this quarter foreshadows an anticipated
progression of commercial successes.
|
Investor
& Media Contact:
|
Dennis
Cocco
|
Vice
President, Investor Relations
|
|
&
Communications
|
|
440.930.1538
|
· |
the
effect on foreign operations of currency fluctuations, tariffs,
nationalization, exchange controls, limitations on foreign investment
in
local businesses and other political, economic and regulatory risks;
|
· |
changes
in polymer consumption growth rates within the U.S., Europe or Asia
or
other countries where PolyOne conducts business;
|
· |
changes
in global industry capacity or in the rate at which anticipated changes
in
industry capacity come online in the polyvinyl chloride (PVC),
chlor-alkali, vinyl chloride monomer (VCM) or other industries in which
PolyOne participates;
|
· |
fluctuations
in raw material prices, quality and supply and in energy prices and
supply, in particular fluctuations outside the normal range of industry
cycles;
|
· |
production
outages or material costs associated with scheduled or unscheduled
maintenance programs;
|
· |
costs,
difficulties or delays related to the operation of joint venture entities;
|
· |
lack
of day-to-day operating control, including procurement of raw materials,
of equity affiliates or joint ventures;
|
· |
partial
control over investment decisions and dividend distribution policy
of the
OxyVinyls partnership and other minority equity holdings of PolyOne;
|
· |
an
inability to launch new products and/or services within PolyOne’s various
businesses;
|
· |
the
possibility of further goodwill impairment;
|
· |
an
inability to maintain any required licenses or permits;
|
· |
an
inability to comply with any environmental laws and regulations;
|
· |
the
cost of compliance with environmental laws and regulations, including
any
increased cost of complying with new or revised laws and
regulations;
|
· |
unanticipated
developments that could occur with respect to contingencies such as
litigation and environmental matters, including any developments that
would require any increase in our costs and/or reserves for such
contingencies;
|
· |
an
inability to achieve or delays in achieving or achievement of less
than
the anticipated financial benefit from initiatives related to cost
reductions and employee productivity goals;
|
· |
a
delay or inability to achieve targeted debt level reductions;
|
· |
an
inability to access the receivables sale facility as a result of breaching
covenants due to not achieving anticipated earnings performance or
for any
other reason;
|
· |
any
poor performance of our pension plan assets and any obligation on our
part
to fund PolyOne’s pension plan;
|
· |
any
delay and/or inability to bring the North American Color and Additives
and
the North American Engineered Materials segments to profitability;
|
· |
an
inability to raise or sustain prices for products or
services;
|
· |
an
inability to maintain appropriate relations with unions and employees
in
certain locations in order to avoid business disruptions;
|
· |
any
change in any agreements with product suppliers to PolyOne Distribution
that prohibits PolyOne from continuing to distribute a supplier’s products
to customers;
|
· |
the
timing and amounts of any repurchases of outstanding senior notes and
debentures of the Company, including the amount of any premiums paid;
|
· |
timing
of completion of acquisitions, including the acquisition of Ngai Hing
PlastChem Company;
|
· |
the
future financial performance of acquisitions, including that of Ngai
Hing
PlastChem Company, and
|
· |
other
factors affecting our business beyond our control, including, without
limitation, changes in the general economy, changes in interest rates
and
changes in the rate of inflation.
|
1Q07
|
|
1Q06
|
|
4Q06
|
|||||||||
Operating
results:
|
|||||||||||||
Sales
- continuing operations
|
$
|
657.8
|
$
|
674.6
|
$
|
595.2
|
|||||||
Operating
income
|
26.5
|
68.0
|
22.4
|
||||||||||
Net
income
|
7.4
|
46.9
|
14.4
|
||||||||||
Income
before discontinued operations
|
7.4
|
49.0
|
15.0
|
||||||||||
Loss
from discontinued operations, net
of income taxes
|
-
|
(2.1
|
)
|
(0.6
|
)
|
||||||||
Earnings
(loss) per common share:
|
|||||||||||||
Basic
and diluted earnings per share
|
$
|
0.08
|
$
|
0.51
|
$
|
0.15
|
|||||||
Before
discontinued operations
|
0.08
|
0.53
|
0.16
|
||||||||||
Discontinued
operations
|
-
|
(0.02
|
)
|
(0.01
|
)
|
||||||||
Total
per share impact of special items (1) after
tax:
|
$
|
(0.01
|
)
|
$
|
0.17
|
$
|
0.12
|
||||||
Before
discontinued operations
|
(0.01
|
)
|
0.20
|
0.13
|
|||||||||
Discontinued
operations
|
-
|
(0.03
|
)
|
(0.01
|
)
|
||||||||
Other
data:
|
|||||||||||||
Sales
- discontinued operations
|
$
|
-
|
$
|
9.6
|
$
|
-
|
|||||||
(1)
- “Special items” is a non-GAAP financial measure. A discussion is at the
end of this release regarding the use of non-GAAP financial measures.
A
definition and a list of special items appear in Attachment
5.
|
Three
Months Ended
|
|
||||||
|
|
March
31,
|
|
||||
|
|
2007
|
|
2006
|
|||
Sales
|
$
|
657.8
|
$
|
674.6
|
|||
Operating
costs and expenses:
|
|||||||
Cost
of sales
|
562.7
|
583.7
|
|||||
Selling
and administrative
|
61.0
|
47.3
|
|||||
Depreciation
and amortization
|
14.1
|
14.3
|
|||||
Income
from equity affiliates and minority interest
|
(6.5
|
)
|
(38.7
|
)
|
|||
Operating
income
|
26.5
|
68.0
|
|||||
Interest
expense
|
(15.3
|
)
|
(16.6
|
)
|
|||
Interest
income
|
0.9
|
0.5
|
|||||
Other
expense
|
(0.9
|
)
|
(1.2
|
)
|
|||
Income
before income taxes and discontinued operations
|
11.2
|
50.7
|
|||||
Income
tax expense
|
(3.8
|
)
|
(1.7
|
)
|
|||
Income
before discontinued operations
|
7.4
|
49.0
|
|||||
Loss
from discontinued operations, net of income taxes
|
-
|
(2.1
|
)
|
||||
Net
income
|
$
|
7.4
|
$
|
46.9
|
|||
Earnings
(loss) per common share:
|
|||||||
Basic
and diluted earnings (loss):
|
|||||||
Before
discontinued operations
|
$
|
0.08
|
$
|
0.53
|
|||
Discontinued
operations
|
-
|
(0.02
|
)
|
||||
Basic
and diluted earnings per share
|
$
|
0.08
|
$
|
0.51
|
|||
Weighted-average
shares used to compute earnings per share:
|
|||||||
Basic
|
92.6
|
92.1
|
|||||
Diluted
|
93.0
|
92.5
|
March
31,
|
December
31,
|
||||||
|
2007
|
2006
|
|||||
Assets
|
|||||||
Current
assets:
|
|||||||
Cash
and cash equivalents
|
$
|
67.1
|
$
|
66.2
|
|||
Accounts
receivable, net
|
377.1
|
316.4
|
|||||
Inventories
|
246.6
|
240.8
|
|||||
Deferred
income tax assets
|
18.2
|
18.1
|
|||||
Other
current assets
|
24.7
|
27.8
|
|||||
Total
current assets
|
733.7
|
669.3
|
|||||
Property,
net
|
437.3
|
442.4
|
|||||
Investment
in equity affiliates
|
293.6
|
287.2
|
|||||
Goodwill
|
287.0
|
287.0
|
|||||
Other
intangible assets, net
|
8.9
|
9.4
|
|||||
Deferred
income tax assets
|
19.3
|
21.1
|
|||||
Other
non-current assets
|
63.5
|
64.4
|
|||||
Total
assets
|
$
|
1,843.3
|
$
|
1,780.8
|
|||
Liabilities
and Shareholders’ Equity
|
|||||||
Current
liabilities:
|
|||||||
Short-term
bank debt
|
$
|
5.4
|
$
|
5.2
|
|||
Accounts
payable
|
267.0
|
221.0
|
|||||
Accrued
expenses
|
99.3
|
93.1
|
|||||
Current
portion of long-term debt
|
22.5
|
22.5
|
|||||
Total
current liabilities
|
394.2
|
341.8
|
|||||
Long-term
debt
|
568.0
|
567.7
|
|||||
Post-retirement
benefits other than pensions
|
83.6
|
83.6
|
|||||
Other
non-current liabilities, including pensions
|
198.2
|
200.5
|
|||||
Minority
interest in consolidated subsidiaries
|
5.7
|
5.5
|
|||||
Total
liabilities
|
1,249.7
|
1,199.1
|
|||||
Shareholders’
equity
|
593.6
|
581.7
|
|||||
Total
liabilities and shareholders’ equity
|
$
|
1,843.3
|
$
|
1,780.8
|
Three
Months Ended
|
|
||||||
|
|
March
31,
|
|
||||
|
|
2007
|
|
2006
|
|||
Operating
Activities
|
|||||||
Net
income
|
$
|
7.4
|
$
|
46.9
|
|||
Adjustments
to reconcile net income to net cash provided (used) by operating
activities:
|
|||||||
Depreciation
and amortization
|
14.1
|
14.3
|
|||||
Loss
on disposition of discontinued business and related
plant phaseout
charge
|
-
|
2.5
|
|||||
Companies
carried at equity and minority interest:
|
|||||||
Income
from equity affiliates and minority interest
|
(6.5
|
)
|
(38.7
|
)
|
|||
Dividends
and distributions received
|
0.2
|
4.1
|
|||||
Provision
for deferred income taxes
|
1.1
|
0.2
|
|||||
Change
in assets and liabilities:
|
|||||||
Accounts
receivable
|
(58.2
|
)
|
(47.3
|
)
|
|||
Inventories
|
(4.9
|
)
|
(7.9
|
)
|
|||
Accounts
payable
|
44.1
|
19.2
|
|||||
Increase
(decrease) in sale of accounts receivable
|
-
|
(7.9
|
)
|
||||
Accrued
expenses and other
|
6.5
|
3.9
|
|||||
Net
cash provided (used) by discontinued operations
|
-
|
(0.1
|
)
|
||||
Net
cash provided (used) by operating activities
|
3.8
|
(10.8
|
)
|
||||
Investing
Activities
|
|||||||
Capital
expenditures
|
(7.5
|
)
|
(4.9
|
)
|
|||
Proceeds
from sale of assets
|
4.0
|
2.4
|
|||||
Proceeds
from sale of discontinued business, net
|
-
|
17.3
|
|||||
Net
cash used by discontinued operations
|
-
|
(0.2
|
)
|
||||
Net
cash provided (used) by investing activities
|
(3.5
|
)
|
14.6
|
||||
Financing
Activities
|
|||||||
Change
in short-term debt
|
0.1
|
(0.3
|
)
|
||||
Repayment
of long-term debt
|
(0.7
|
)
|
-
|
||||
Proceeds
from exercise of stock options
|
0.3
|
2.0
|
|||||
Net
cash provided (used) by financing activities
|
(0.3
|
)
|
1.7
|
||||
Effect
of exchange rate changes on cash
|
0.9
|
(0.8
|
)
|
||||
Increase
in cash and cash equivalents
|
0.9
|
4.7
|
|||||
Cash
and cash equivalents at beginning of period
|
66.2
|
32.8
|
|||||
Cash
and cash equivalents at end of period
|
$
|
67.1
|
$
|
37.5
|
1Q07
|
|
1Q06
|
|
4Q06
|
||||||
Special
items
|
||||||||||
Continuing
operations:
|
||||||||||
Employee
separation and plant phaseout costs (1)
|
$
|
-
|
$
|
0.1
|
$
|
(0.6
|
)
|
|||
Environmental
remediation at inactive sites (2)
|
(1.0
|
)
|
1.7
|
(0.7
|
)
|
|||||
Impact
on pretax income
|
(1.0
|
)
|
1.8
|
(1.3
|
)
|
|||||
Income
tax benefit on above items
|
0.3
|
(0.8
|
)
|
0.5
|
||||||
Reversal
of tax valuation allowance
|
-
|
-
|
15.8
|
|||||||
Tax
allowance (4)
|
-
|
17.1
|
(2.4
|
)
|
||||||
Impact
on income from continuing operations
|
$
|
(0.7
|
)
|
$
|
18.1
|
$
|
12.6
|
|||
Per
diluted share impact
|
$
|
(0.01
|
)
|
$
|
0.20
|
$
|
0.13
|
|||
Discontinued
operations:
|
||||||||||
Net
asset impairment and loss on disposition of discontinued
operations (3)
|
$
|
-
|
$
|
(2.3
|
)
|
$
|
(0.6
|
)
|
||
Impact
on pretax income
|
-
|
(2.3
|
)
|
(0.6
|
)
|
|||||
Income
tax benefit on above items
|
-
|
0.9
|
0.2
|
|||||||
Tax
allowance (4)
|
-
|
(0.8
|
)
|
(0.2
|
)
|
|||||
Impact
on income (loss) from discontinued operations
|
$
|
-
|
$
|
(2.2
|
)
|
$
|
(0.6
|
)
|
||
Per
diluted share impact
|
$
|
-
|
$
|
(0.03
|
)
|
$
|
(0.01
|
)
|
||
Total:
|
||||||||||
Impact
on net income
|
$
|
(0.7
|
)
|
$
|
15.9
|
$
|
12.0
|
|||
Per
diluted share impact
|
$
|
(0.01
|
)
|
$
|
0.17
|
$
|
0.12
|
1.
|
Severance,
employee outplacement, external outplacement consulting, lease
termination, facility closing costs and the write-down of the carrying
value of plant and equipment resulting from restructuring initiatives
and
executive separation agreements.
|
2. |
Environmental
remediation costs for facilities either no longer owned or closed in
prior
years.
|
3. |
Non-cash
impairment charges to adjust the carrying value of discontinued operations
to estimated net future proceeds and to recognize costs that were not
allowed to be recognized due to the contingent nature of these costs
until
the business was sold, in accordance with Generally Accepted Accounting
Principles.
|
4. |
Tax
allowance to adjust net U.S. deferred income tax assets. Includes $2.1
million of AMT and state tax expense.
|
1Q07
|
|
1Q06
|
|
4Q06
|
||||||
Continuing
operations:
|
||||||||||
Operating
income before special items
|
$
|
27.5
|
$
|
66.2
|
$
|
23.7
|
||||
Special
items in continuing operations, before tax
|
(1.0
|
)
|
1.8
|
(1.3
|
)
|
|||||
Operating
income
|
$
|
26.5
|
$
|
68.0
|
$
|
22.4
|
||||
Discontinued
operations:
|
||||||||||
Operating
income before special items
|
$
|
-
|
$
|
0.2
|
$
|
-
|
||||
Special
items in discontinued operations, before tax
|
-
|
(2.3
|
)
|
(0.6
|
)
|
|||||
Operating
loss
|
$
|
-
|
$
|
(2.1
|
)
|
$
|
(0.6
|
)
|
||
Continuing
operations:
|
||||||||||
Income
per share before impact of special items
|
$
|
0.09
|
$
|
0.33
|
$
|
0.03
|
||||
Per
share impact of special items, after tax
|
(0.01
|
)
|
0.20
|
0.13
|
||||||
Diluted
income per share
|
$
|
0.08
|
$
|
0.53
|
$
|
0.16
|
||||
Discontinued
operations:
|
||||||||||
Income
per share before impact of special items
|
$
|
-
|
$
|
0.01
|
$
|
-
|
||||
Per
share impact of special items, after tax
|
-
|
(0.03
|
)
|
(0.01
|
)
|
|||||
Diluted
loss per share
|
$
|
-
|
$
|
(0.02
|
)
|
$
|
(0.01
|
)
|
Three
Months Ended
March
31
|
|
||||||
|
|
2007
|
|
2006
|
|||
Reconciliation
to Condensed Consolidated Statements of Cash
Flows
|
|||||||
Net
cash provided (used) by operating activities
|
$
|
3.8
|
$
|
(10.8
|
)
|
||
Net
cash provided (used) by investing activities
|
(3.5
|
)
|
14.6
|
||||
Decrease
in sale of accounts receivable
|
-
|
7.9
|
|||||
Interest
rate swap fair value debt adjustment and other financing
activities
|
(0.1
|
)
|
1.7
|
||||
Effect
of exchange rate changes on cash
|
0.9
|
(0.8
|
)
|
||||
Increase
in debt less cash and cash equivalents
|
$
|
1.1
|
$
|
12.6
|
|||
Less
proceeds from sale of discontinued business, net
|
-
|
(17.3
|
)
|
||||
Operating
cash flow
|
$
|
1.1
|
$
|
(4.7
|
)
|
||
Other
Reconciliations - Sales to Gross Margin
|
1Q07
|
|
1Q06
|
|
4Q06
|
|||||
Sales
|
$
|
657.8
|
$
|
674.6
|
$
|
595.2
|
||||
Cost
of sales
|
562.7
|
583.7
|
518.0
|
|||||||
Depreciation
and amortization expense related to cost
of sales activities
|
10.7
|
10.2
|
10.3
|
|||||||
Other
|
(1.2
|
)
|
(1.6
|
)
|
(1.5
|
)
|
||||
Gross
margin
|
$
|
85.6
|
$
|
82.3
|
$
|
68.4
|
||||
Gross
margin percent of sales
|
13.0
|
%
|
12.2
|
%
|
11.5
|
%
|
1Q07
|
|
1Q06
|
|
2Q06
|
|
3Q06
|
|
4Q06
|
||||||||
Business
Segments
|
||||||||||||||||
Sales:
|
||||||||||||||||
Vinyl
Business
|
$
|
209.1
|
$
|
250.4
|
$
|
249.3
|
$
|
239.8
|
$
|
188.9
|
||||||
International
Color and Engineered
Materials
|
149.7
|
125.8
|
136.9
|
138.2
|
136.4
|
|||||||||||
PolyOne
Distribution
|
184.4
|
194.1
|
189.7
|
182.1
|
166.9
|
|||||||||||
All
Other
|
155.5
|
149.5
|
157.9
|
152.6
|
138.8
|
|||||||||||
Corporate
and eliminations
|
(40.9
|
)
|
(45.2
|
)
|
(47.4
|
)
|
(46.5
|
)
|
(35.8
|
)
|
||||||
Sales
|
$
|
657.8
|
$
|
674.6
|
$
|
686.4
|
$
|
666.2
|
$
|
595.2
|
||||||
Operating
income (loss):
|
||||||||||||||||
Vinyl
Business
|
$
|
18.9
|
$
|
20.3
|
$
|
22.0
|
$
|
12.9
|
$
|
10.3
|
||||||
International
Color and Engineered
Materials
|
6.5
|
6.0
|
6.8
|
5.7
|
3.6
|
|||||||||||
PolyOne
Distribution
|
4.6
|
6.2
|
5.1
|
4.3
|
3.6
|
|||||||||||
Resin
and Intermediates
|
4.3
|
36.3
|
29.0
|
27.8
|
9.7
|
|||||||||||
All
Other
|
1.5
|
0.6
|
3.5
|
(1.2
|
)
|
(2.4
|
)
|
|||||||||
Corporate
and eliminations
|
(9.3
|
)
|
(1.4
|
)
|
(2.8
|
)
|
(13.1
|
)
|
(2.3
|
)
|
||||||
Operating
Income
|
$
|
26.5
|
$
|
68.0
|
$
|
63.6
|
$
|
36.4
|
$
|
22.5
|