Form 8-K SCHULMAN A INC For: Sep 14
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E-mailUNITED 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) September 14, 2016
A. SCHULMAN, INC. | ||||
(Exact name of registrant as specified in its charter)
Delaware | 0-7459 | 34-0514850 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
3637 Ridgewood Road, Fairlawn, Ohio | 44333 | ||||
(Address of principal executive offices) | (Zip Code) | ||||
(330) 666-3751 | ||||
(Registrant’s telephone number, including area code)
(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 7.01 REGULATION FD DISCLOSURE.
On September 14, 2016, A. Schulman, Inc. will give an investor presentation to certain analysts and institutional investors. A copy of the investor presentation used at the investor event is attached as Exhibit 99.1 hereto and incorporated by reference herein.
Pursuant to General Instruction B.2 of Current Report on Form 8-K, the information in this Item 7.01 and Exhibit 99.1 attached hereto is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section. Furthermore, the information in this Item 7.01 shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
Exhibit Number | Description |
99.1 | Investor Presentation (filed herewith). |
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.
A. Schulman, Inc.
By: /s/ Andrean R. Horton
Andrean R. Horton
Executive Vice President & Chief Legal Officer
Date: September 14, 2016
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KeyBanc Capital Markets’ Basic Materials &
Packaging Conference
September 14, 2016
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A number of the matters discussed in this document that are not historical or current facts deal with potential future circumstances and developments and August constitute "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by the fact that they do not relate strictly to historic or
current facts and relate to future events and expectations. Forward-looking statements contain such words as "anticipate,” "estimate," "expect," "project," "intend," "plan," "believe," and
other words and terms of similar meaning in connection with any discussion of future operating or financial performance. Forward-looking statements are based on management's current
expectations and include known and unknown risks, uncertainties and other factors, many of which management is unable to predict or control, that August cause actual results,
performance or achievements to differ materially from those expressed or implied in the forward-looking statements. Important factors that could cause actual results to differ materially from
those suggested by these forward-looking statements, and that could adversely affect the Company's future financial performance, include, but are not limited to, the following:
– worldwide and regional economic, business and political conditions, including continuing economic uncertainties in some or all of the Company's major product markets or countries
where the Company has operations;
– the effectiveness of the Company's efforts to improve operating margins through sales growth, price increases, productivity gains, and improved purchasing techniques;
– competitive factors, including intense price competition;
– fluctuations in the value of currencies in areas where the Company operates;
– volatility of prices and availability of the supply of energy and raw materials that are critical to the manufacture of the Company's products, particularly plastic resins derived from oil
and natural gas;
– changes in customer demand and requirements;
– effectiveness of the Company to achieve the level of cost savings, productivity improvements, growth and other benefits anticipated from acquisitions, joint ventures and
restructuring initiatives;
– escalation in the cost of providing employee health care;
– uncertainties and unanticipated developments regarding contingencies, such as pending and future litigation and other claims, including developments that would require increases
in our costs and/or reserves for such contingencies;
– the performance of the global automotive market as well as other markets served;
– further adverse changes in economic or industry conditions, including global supply and demand conditions and prices for products;
– operating problems with our information systems as a result of system security failures such as viruses, cyber-attacks or other causes;
– our current debt position could adversely affect our financial health and prevent us from fulfilling our financial obligations;
– integration of acquisitions, including most recently Citadel, with our existing business, including the risk that the integration will be more costly or more time consuming and complex
or simply less effective than anticipated;
– our ability to achieve the anticipated synergies, cost savings and other benefits from the Citadel acquisition;
– substantial time devoted by management to the integration of the Citadel acquisition; and
– failure of counterparties to perform under the terms and conditions of contractual arrangements, including suppliers, customers, buyers and sellers of a business and other third
parties with which the Company contracts.
The risks and uncertainties identified above are not the only risks the Company faces. Additional risk factors that could affect the Company's performance are
set forth in the Company's Annual Report on Form 10-K for the fiscal year ended August 31, 2015. In addition, risks and uncertainties not presently known to
the Company or that it believes to be immaterial also may adversely affect the Company. Should any known or unknown risks or uncertainties develop into
actual events, or underlying assumptions prove inaccurate, these developments could have material adverse effects on the Company's business, financial
condition and results of operations.
2
Cautionary Note
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This presentation includes certain financial information determined by methods other than in accordance with
accounting principles generally accepted in the United States (“GAAP”). These non-GAAP financial measures include
segment gross profit, SG&A expenses excluding certain items, segment operating income, operating income before
certain items, net income excluding certain items, net income per diluted share excluding certain items, adjusted
EBITDA and free cash flow as discussed further in the Reconciliation of GAAP and Non-GAAP Financial Measures
below. These non-GAAP financial measures are considered relevant to aid analysis and understanding of the
Company’s results and business trends. However, non-GAAP measures are not in accordance with, nor are they a
substitute for, GAAP measures, and tables included in this release reconcile each non-GAAP financial measure with
the most directly comparable GAAP financial measure. The most directly comparable GAAP financial measures for
these purposes are gross profit, SG&A expenses, operating income, net income, net income per diluted share and
cash provided from operating activities. The Company's non-GAAP financial measures are not meant to be considered
in isolation or as a substitute for comparable GAAP financial measures, and should be read only in conjunction with
the Company's consolidated financial statements prepared in accordance with GAAP.
While the Company believes that these non-GAAP financial measures provide useful supplemental information to
investors, there are very significant limitations associated with their use. These non-GAAP financial measures are not
prepared in accordance with GAAP, may not be reported by all of the Company’s competitors and may not be directly
comparable to similarly titled measures of the Company’s competitors due to potential differences in the exact method
of calculation. The Company compensates for these limitations by using these non-GAAP financial measures as
supplements to GAAP financial measures and by reviewing the reconciliations of the non-GAAP financial measures to
their most comparable GAAP financial measures.
3
Use of Non-GAAP Financial Measures
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A. Schulman Business Overview
4
• By transforming pennies-per-pound commodity resins into dollars-per-pound specialty
materials, we help define success for our customers around the world
• We add significant value by enhancing the performance, appearance or ability to process
our customers’ products - providing our customers with critical solutions and differentiation in
their markets
BUSINESS MODEL
Engineered Plastics
Specialty Powders &
Engineered Composites
Masterbatch Solutions
Custom Performance Colors
Polymer Polymer Additives
Fiber & Reinforcements Finished
Compound
SIGNIFICANT TRANSFORMATION SINCE 2008 WITH A FOCUS ON SPECIALTY MATERIALS SOLUTIONS
Resin
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A. Schulman Overview
5
1928
Founded by
Alex Schulman
in Akron,
Ohio, US
Public company
1972
(Symbol: SHLM)
Global
Presence
since
1950s
11
Acquisitions
since 2010
~$55M
*Free cash
flow
$2.4B
in revenue
in FY15
6
Product
families
57
Manufacturing
sites
~ 1,000,000
Tons current annual
manufacturing
capacity
5,000
Associates
*Free cash flow calculated as TTM May-16 cash flow provided from operations less capital expenditures
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A. Schulman’s Six Product Families
6
7% of Sales 28% of Sales 36% of Sales 10% of Sales 11% of Sales
CUSTOM
PERFORMANCE
COLORS (“CPC”)
MASTERBATCH
SOLUTIONS (“MBS”)
ENGINEERED
PLASTICS (“EP”)
SPECIALTY
POWDERS (“SP”)
DISTRIBUTION
SERVICES (“DS”)
High-performance products
combining polymer resins
with modifiers,
reinforcements, additives
and pigments
■ Custom matched color
concentrates for wide
range of applications in
personal care &
hygiene, consumer, and
outdoor recreational
equipment
■ Efficient service model
with quick turn around
and speed to market
■ Growing global network
of dedicated color
facilities to service
global brand owners
■ High-end color
capabilities including
pearlescent, metallic
and other special effects
Repackaging and
distribution of large
producers’ bulk commodity
resins
Compounded resins for
rotationally-molded
products
Powdered or pelletized
color concentrates custom-
designed to enhance
thermoplastic resins
Thermoplastic additives
and color concentrates that
improve the appearance
and performance of resins
■ High-value applications
including films, food
packaging and
consumer
■ Designed to improve
performance,
appearance and
processing of plastics
■ Performance-
enhancing:
■ Antibacterial
■ Flame retardants
■ Ultra-violet
■ Anti-static
■ Barrier
■ Antioxidants
■ Value-added, smaller %
of the total mix in end
products
■ Compounded products
for durable goods,
appliances, toys,
electronics and auto
■ Enhanced polymers
provide structural
integrity, such as
superior strength &
stiffness
■ Polymers enhanced
with fiber
reinforcements:
■ Glass and carbon
■ Nano-reinforcements
■ Flame retardants
■ UV stabilization
■ Multi-component
blends:
■ Polyolefins
■ Nylons
■ Global market leader
with applications
including gas & water
tanks, kayaks,
playground slides, and
other large applications
■ Leverage grinding into
both the Masterbatch
Solutions and
Engineered Plastics
businesses
■ Broad product portfolio
of base resins, custom
colors and proprietary
cross-linked
polyethylene
formulations
■ Specialty powders for
the oil and gas industry
■ Supports the Company’s
three manufacturing
business units
■ Distribution of olefinic,
non-olefinic
resins,selected styrenics
and engineering plastics
■ Provides sales,
marketing and technical
services
■ Increases A. Schulman’s
purchasing power to
improve availability and
cost base of resins
■ Capitalizes on global
polyolefin producers’
shift to distribution to
meet the needs of small
thermoformers and
molders
ENGINEERED
COMPOSITES (“EC”)
8% of Sales
Highly-filled
compounded products,
using short glass or
carbon fibers
■ Used in compression
and injection molding
processes
■ Provides superior heat,
chemical and electrical
resistance
■ Used in small, complex
parts that are easy to
mold but with high
resistance & larger parts
with higher structural
strength due to long
fibers
■ Markets include
consumer, electrical,
Industrial & Construction,
Transportation,
Healthcare & Safety
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Diverse End Markets & Applications
7
Color matching and color trending services
Global technical expertise and extensive
industry know-how
Compliance with regulation and design needs
Expertise in scratch and surface appearance,
paint replacement, lightweight materials, and
look & feel etc.
Flame retardant and UV stability meeting
industry standards w/o hazardous materials
Meet the highest thermal stability
requirements
Flame retardant – various halogen-free
solutions, antimony trioxide free options
Colored & UV resistant
Optimized for a large variety of base polymers
Extensive know-how especially in UV
protection & antimicrobial (patented)
Fully equipped lab for testing and small scale
production
Color matching and color trending services
Key properties: mechanical strength, impact
resistance, UV stability & surface appearance
Transfer of plasma adhesion technology
Mobility
Building &
Construction
Electronics &
Electrical
Agriculture
Sports, Leisure &
Home
Packaging
Personal Care &
Hygiene
% of Revenue
36% Masterbatches
Custom Performance Colors
Distribution products
19% Custom Performance Colors
Engineered Plastics
Engineered Composites
Food packaging
Security / Anti-Theft
Packaging
7% Masterbatches
Custom Performance Colors
Engineered Plastics
Engineered Composites
5% Masterbatches
Customer Performance Colors
Engineered Plastics
Specialty Powders
9% Masterbatches
Custom Performance Colors
Engineered Plastics
Engineered Composites
5% Masterbatches
Customer Performance Colors
Specialty Powders
Engineered Composites
4% Masterbatches
Custom Performance Colors
Engineered Plastics
End Market % of Revenue Key Products Key Applications Key Attributes
Interiors, exteriors and under
the hood applications
Automotive electrical and
electronic parts
EPS and XPS industries
Polyethylene pipe production
and insulation
Window Frames
Green house frames & films
Mulch and silage film
Irrigation systems and tanks
UL, VDE, IEC, DIN, Building
& Construction
Power tools
Small Appliances
Stadium seats
Helmets, coolers
Synthetic grass system for
hockey, tennis, golf etc.
Toothbrushes, razors,
shampoo bottles
Diapers & adult incontinence
(key mega trend for aging
population)
Customer focused approach meeting specific
needs (i.e., customized colors and effects)
Soft touch solutions offering aesthetics and a
good grip
Breathable films
1 Revenue splits based on LTM 2/28/15 net sales
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4Q Update
8
• On 8/11/16 Company lowered its full-year 2016 adjusted net income guidance range to
$1.90 to $1.95 per diluted share
• APAC and LATAM had performed close to internal forecasts
• USCAN experienced share loss from a major Engineered Plastics customer due to a
product shift that A. Schulman did not pursue given formulation and price requirements
• Engineered Composites experienced softer demand in mobility, E&E and B&C markets in
US
• EMEA
• Distribution, Specialty Powders and Masterbatch Solutions suffered from customer
hesitation in an overall downward polyolefin market as well as uncertainty in the
macro environment (i.e. Brexit & Turkey coup)
• In addition, consolidation in France has gone slower than anticipated and resulted in
temporary share loss in SP
• MBS experienced a temporary share loss after competitors lagged behind the
Company's pricing actions related to white Masterbatch product offerings
• Engineered Plastics and CPC on track
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4Q Update
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• On 8/18/16 Board of Directors asked Joe Gingo to return as our president and chief
executive officer with a 2-year contract & 1-year renewal option
• On 8/22/16 Gary Miller was appointed Chief Operating Officer and Frank Roederer was
appointed SVP, GM of U.S. and Canada (“USCAN”) in addition to his role as GM of
Engineered Composites (“EC”)
• The Company has partnered with Citi to provide a comprehensive review of the
Company’s 2017 budget, five-year plan, as well as near- and longer-term global market
trends. Purpose of the comprehensive review is to understand lack of performance and
review Company’s market assumptions and outlook.
• The Board takes – and will always take – seriously its fiduciary duties to deliver
meaningful shareholder value and this action is in line with that goal.
• Company aims to improve performance, not to find a buyer of the Company.
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• Reported sales up 16%; legacy
sales down 3%
• Significant YOY margin
improvement; 12 consecutive qtrs.
of YOY gains in adjusted gross
margins
• Positive product mix shift between
specialty and commodity
businesses
• Profit improvement from Citadel
integration and past restructuring:
• Adj. gross profit1 up 120 bps
• Adj. operating income1 up 110 bps
10
(1) Reflects Non-GAAP results. Refer to the Appendix for a reconciliation between GAAP and Non-GAAP results.
Financial Highlights – 3Q16
3Q16 FINANCIAL HIGHLIGHTS ($mm, $/sh)
3Q16 3Q15 Change %
REVENUE $650.4 $560.9 16%
GAAP EPS $0.53/sh ($.34)/sh nm
ADJ EPS1 $0.79/sh $0.72/sh 10%
ADJ GROSS PROFIT1 $113.3 $90.9 25%
ADJ OP INCOME1 $45.8 $32.8 40%
ADJ EBITDA1 $66.9 $45.2 48%
3Q16 Revenue Bridge ($mm)
3Q15 FX Acqn Vol/Price 3Q16
561
650
(6)
(17)
112
700
500
100
300
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Key 3Q16 Takeaways
• Consolidated gross profit and operating income increased by 20.6% and 35.8%,
respectively, versus the prior year period
• Adjusted gross margin1 in 3Q increased to 17.4% vs 16.2% in the prior year period;
adjusted operating margin1 increased to 7% vs 5.9% in the prior year period
• Debt reduction by $40 million during quarter driven by $51* million free cash flow
• Lucent matter addressed operationally; lawsuit filed against former owners
• Citadel synergies raised to $30 million by end of fiscal 2017
• Focus will remain on accelerating value-added portfolio (smart sales) and operational
(smart) savings
11
*Reflects free cash flow calculated as cash flow provided from operations less capital expenditures
(1) Reflects Non-GAAP results. Refer to the Appendix for a reconciliation between GAAP and Non-GAAP results.
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• Lucent matter addressed operationally
• Lawsuit filed against former sellers
• Company estimates roughly $20mm - $25mm in lost sales in FY16
• No product recalls to date
• Two Lucent plants closed in August and third plant by end of December
12
Lucent Resolution Process
Three months
ended
Nine months
ended
May 31, 2016
(in millions)
Inventory rework, remediation action, investigative costs $ 0.7 $ 5.0
Recurring additional costs to produce to customer specs 1.1 3.8
Total Lucent remediation costs 1.8 8.8
Litigation-related costs 1.2 1.2
Total Lucent Matter costs $ 3.0 $ 10.0
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• Cost synergies closing in on $20mm
goal; YTD is $12mm
• Increase hard synergy goal to $30mm
in FY17
• Expect sales synergies in FY17
• Refocus resources as Lucent
distraction abates
13
Citadel Integration
CITADEL COST SYNERGY PROGRESS ($mm)
YTD 2016
FORECAST
FY2016
GOAL
FY 2017
Sourcing $4 $6 $11
Operations 0 3 9
SG&A /
Other
8 10 10
TOTAL $12 $19 $30
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14
• 3Q16 debt reduction was $40mm
• Driven by $51mm of free cash flow*
generation
• Working capital improvement mostly
attributed to effective inventory
management efforts and favorable
seasonality impact
Balance Sheet / Cash Flow
$144 Million Gross Debt Reduction Since June 1 Citadel Purchase
*Reflects free cash flow calculated as cash flow provided from operations less capital expenditures
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Debt Structure*
* In USD unless noted and millions
** Libor floor at 0.75% 21
Debt Tranches Pricing
As of
8/31/15
11/30/15 2/29/16 5/31/16
Prelim.
8/31/16
Total Debt
Reduction
Since
8/31/15
Revolver - $300 L+225 bps $0 $0 $18 $12 $17 +17
Term Loan A L+225 bps $198 $195 $192 $190 $188 -10
USD Term Loan B L+325** $349 $348 $347 $346 $345 -4
EUR Term Loan B L+325** €125 €104 €74 €45
€15
$140 $110 $80 $50 $16 -124
High Yield Bond 6.875% $375 $375 $375 $375 $375
Misc. (foreign credit lines,
leases, etc.) varies $4 $8 $12 $13 $14 +10
Total Debt $1,066 $1,036 $1,024 $986 $955 -111
Cash 97 96 47 49 43
Total Net Debt $969 $940 $977 $937 $912 -57
Adjusted Net Leverage 4.08x 3.87x 4.22x 3.96x 3.93x
TOTAL DEBT REDUCED BY $111MM IN FISCAL YEAR 2016. COMPANY HAS
EFFECTIVELY UTILIZED THE IN HOUSE BANK TO MANAGE ITS CASH POSITION
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Use of Cash
• Reinvest in the business
o New operations in Turkey & China
o Capacity expansions in APAC and LATAM
o Restructuring to support specialty demand
• Dividend payments
o Support common dividend currently yielding approximately 3%
• Debt repayments
o Intense focus on de-leveraging balance sheet to 2.5x net leverage
target
• Opportunistic acquisitions
• Share buy backs
16
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Path to Growth
17
SMART SAVINGS
SMART SALES
CITADEL
INTEGRATION
ACCELERATED
GROWTH
•FY17 cost synergy raised to $30mm
•FY17 sales synergies
•Drive composite capabilities into EMEA
• Investment in key markets (e.g. China)
•Enhanced global R&D/New products
•Enhanced focus on USCAN
•Realignment of Marketing & IT functions/
implement enhanced CRM
•Plant consolidations
•Productivity initiatives
(Manufacturing for Success)
•Supply chain efficiencies
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Appendix
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19
A. Schulman, Inc.
Reconciliation of GAAP and Non-GAAP Financial Measures
Unaudited (In millions, except per share data)
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20
Explanation of Adjustments
1) Accelerated depreciation is related to restructuring plans in the Company's USCAN and EMEA segments.
Refer to Note 14 in the Company's Quarterly Report on Form 10-Q for further discussion.
2) Costs related to acquisitions and integrations primarily include third party professional, legal, IT and other expenses
associated with successful and unsuccessful full or partial acquisition and divestiture/dissolution transactions, as well
as certain employee-related expenses such as travel, bonuses and post-acquisition severance separate from a formal
restructuring plan.
3) Restructuring and related costs include items such as employee severance charges, lease termination charges,
curtailment gains/losses, other employee termination costs, and professional fees related to the reorganization of the
Company’s legal entity structure and facility operations.
4) Lucent costs primarily represent legal and investigation costs related to resolving the Lucent matter, product
manufacturing costs for reworking existing Lucent inventory, obsolete Lucent inventory reserve costs, and dedicated
internal personnel costs that would have otherwise been focused on normal operations.
5) Write off of deferred financing costs related to the €79.0 million prepayment of the Euro Term Loan B.
6) Tax (benefits) charges represent the Company's quarterly non-GAAP tax based on the overall estimated annual non-
GAAP effective tax rates.
7) Primarily relates to $18.8 million in bridge financing fees.
8) Convertible special stock dividends have been added back as the 2.4 million shares of convertible special stock were
considered dilutive to the third quarter of fiscal 2016.
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157
194
75
117
167
192
83
94
125
192
77
55
127
127
127
89
89
89
21
Explanation of Adjustments
1) Other includes Foreign currency transaction (gains) losses, Other (income) expense, net, and Gain on early extinguishment of debt.
2) For details on Non-GAAP adjustments, refer to "Reconciliation of GAAP and Non-GAAP Financial Measures", items (2) - (8) and Loss (income) from discontinued operations. Amounts are included in
Non Operating (Income) Expense, Income Tax Expense (Benefit) and Net Income Available to ASI Common Stockholders. Accelerated depreciation on the "Reconciliation of GAAP and Non-GAAP
Financial Measures" has been excluded as it is already included in Depreciation and Amortization above. The three months ended May 31, 2015 also include additional amortization expense which is in
SG&A in the "Reconciliation of GAAP and Non-GAAP Financial Measures". This expense has been added back to adjusted EBITDA.
A. Schulman, Inc.
Reconciliation of GAAP and Non-GAAP Financial Measures
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