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IMN > SEC Filings for IMN > Form 10-Q on 8-May-2009All Recent SEC Filings

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Form 10-Q for IMATION CORP


8-May-2009

Quarterly Report


Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
Overview
Imation Corp. is a Delaware corporation whose primary businesses are (1) the development, manufacturing, sourcing, marketing and distribution of removable data storage media products and accessories and (2) sourcing and distribution of a range of audio and video consumer electronic products and accessories. As used herein, the terms "Imation," "Company," " we," "us," or "our" mean Imation Corp. and its subsidiaries unless the context indicates otherwise. We sell our removable data storage media products across multiple technology platforms or "pillars" - magnetic media, recordable optical media, flash drives and removable and external hard drives. We sell our products in approximately 100 countries around the world, primarily under the Imation, Memorex and TDK Life on Record brand names. We also have distribution agreements under which we distribute certain removable data storage media products under other brands as well, including International Business Machines Corp., Sun Microsystems Inc., Hewlett Packard Co. and Exabyte. Our consumer electronic products and accessories are sold primarily under the Memorex and XtremeMac brand names, primarily in North America. Except for certain magnetic tape media formats, we do not manufacture the products we sell and distribute. We seek to differentiate these products through unique designs, product positioning, packaging, merchandising, and branding. We source these products from a variety of third party manufacturers.
The global data storage market, including hardware and services, is estimated to be in excess of $100 billion, of which the removable data storage media market is approximately $20 billion, including magnetic and optical media, flash and solid state drives, removable and external hard disk drives. Our removable data storage media products are designed to help users capture, create, protect, preserve and retrieve valuable digital assets. Our primary products include recordable and rewritable optical discs, magnetic tape cartridges, USB flash drives, and external and removable hard drives used by business and individual customers.
Demand for data storage capacity is expected to grow for the next several years, driven by the rapid growth of information in digital form, the growth of complex databases as a result of new hardware and software applications, increased ability to access data remotely and across multiple locations, increased regulatory requirements for record retention and the pervasive use of the Internet. This increased quantity of data has put data security and archiving at the forefront of critical business processes. Further, the continued growth in the variety and functionality of consumer electronic devices has historically increased demand for a range of convenient, low-cost removable data storage media to capture, store, edit and manage data, photographs, video, images and music. Within the data storage media industry, the magnetic tape market remains important to Imation with growing demand for storage capacity across a substantial installed base of commercial information technology users, a relatively small number of competitors and high barriers to entry. Imation enjoys a leading market share, significant intellectual property portfolio, solid industry reputation and relationships among key original equipment manufacturers (OEMs). Many of our legacy tape formats, which are proprietary or semi-proprietary, have the highest gross profit margins among all our products.
We also participate in the audio and video and accessories marketplace of the much larger consumer electronics market. The consumer electronics market is broadly defined as traditional analog-based audio and video devices as well as digital-based audio and video hardware and accessories for recording and replaying audio and video content. The accessories portion of the market includes cases, cleaning and labeling products, cables and connectors sold through retail outlets and distribution channels. Both consumer electronic products and accessories are primarily sourced from manufacturers throughout Asia. Consumer electronic products are sold based on a variety of factors, including brand and reputation, product features and designs, distribution coverage, innovation and price.
The global consumer electronics market is a very large and highly diverse market in terms of competitors, channels and products. Our current product offerings focus on a subset of this market which we estimate to be approximately $30 billion (audio and video products and accessories). Products we sell include CD and DVD players, LCD displays (flat panel televisions and digital picture frames), iPod® accessories, MP3 players, karaoke machines, and alarm clocks and clock-radios sold primarily under the Memorex brand name. We compete primarily in mass merchant channels for second tier brand preference in the United States and are expanding into Canada, Mexico and Europe with the Memorex brand, targeting female consumers, and the XtremeMac brand, targeting the Apple enthusiast.
The significant and rapid downturn in the global economy has negatively affected demand for both our commercial and consumer product lines, and is impacting suppliers, distributors and channel partners. We have seen softness in the markets we participated in during 2008 and the first quarter of 2009, and we have planned for these trends to continue throughout 2009.


Table of Contents

Executive Summary
Consolidated Results of Operations for the Three Months Ended March 31, 2009
• Revenue of $426.2 million for the three months ended March 31, 2009 was down 19.7 percent compared with $530.9 million in the same period last year.

• Operating loss of $7.4 million for the three months ended March 31, 2009, compared with operating income of $19.5 million in the same period last year.

• Diluted loss per share was $0.31 for the three months ended March 31, 2009, compared with diluted earnings per share of $0.29 for the same period last year.

Cash Flow/Financial Condition for the Three Months Ended March 31, 2009
• Cash totaled $103.0 million as of March 31, 2009, compared with $96.6 million at December 31, 2008.

• Cash flow provided by operating activities was $15.7 million for the three months ended March 31, 2009, compared with $32.8 million in the same period last year.

Results of Operations
Net Revenue

Three Months Ended March 31, Percent (In millions) 2009 2008 Change Net revenue $ 426.2 $ 530.9 -19.7 %

Our worldwide revenue for the three months ended March 31, 2009 was negatively impacted by overall price erosion of 9.0 percent, volume decreases of approximately 6.3 percent and unfavorable foreign currency impacts of 4.4 percent. The revenue decrease was driven primarily by revenue declines in our legacy storage media products due to the soft global economy, offset partly by revenue growth in electronic products as well as external and removable hard disk products.

Gross Profit

                                 Three Months Ended March 31,         Percent
             (In millions)         2009                 2008          Change
             Gross profit      $      69.0           $      98.7       -30.1 %
             Gross margin             16.2 %                18.6 %

Our gross margin as a percent of revenue decreased for the three months ended March 31, 2009, compared with the same period last year, driven by changes in product mix associated mainly with revenue declines in higher margin tape products, partly offset by improved gross margins on optical media. Our gross margin for the three months ended March 31, 2009 benefited from our restructuring actions along with a one time value added tax benefit and was negatively impacted by additional net inventory reserves on consumer electronic products. Our gross margin for the three months ended March 31, 2008 benefited from a higher percentage of magnetic revenue and was prior to the economic slowdown which began in the second half of 2008. Selling, General and Administrative (SG&A)

                                            Three Months Ended March 31,         Percent
  (In millions)                               2009                 2008          Change
  Selling, general and administrative     $      65.6           $      71.9        -8.8 %
  As a percent of revenue                        15.4 %                13.5 %

The decrease in SG&A expense for the three months ended March 31, 2009, compared with the same period last year, was due to benefits from our restructuring actions and aggressive cost control actions, partially offset by additional legal expense related to the Philips litigation.


Table of Contents

Research and Development (R&D)

                                            Three Months Ended
                                                 March 31,            Percent
              (In millions)                 2009           2008       Change
              Research and development    $   5.3        $   6.6       -19.7 %
              As a percent of revenue         1.2 %          1.2 %

R&D expense as a percent of revenue for the three months ended March 31, 2009 remained flat compared with the same period last year. The decrease in expense was due to our restructuring actions and aggressive cost control actions. Restructuring and Other

                                           Three Months Ended
                                                March 31,            Percent
              (In millions)                2009           2008       Change
              Restructuring and other    $   5.5        $   0.7       685.7 %
              As a percent of revenue        1.3 %          0.1 %

Restructuring and other expense was $5.5 million for the three months ended March 31, 2009, primarily related to our 2008 corporate redesign restructuring program initiated during the fourth quarter of 2008. This program further accelerates the alignment of our cost structure with our strategic direction by reducing SG&A expense. See note 8 to the Condensed Consolidated Financial Statements herein.
Restructuring and other expense was $0.7 million for the three months ended March 31, 2008, primarily related to restructuring charges of $2.7 million offset by income of $2.3 million associated with the TDK post-closing purchase price adjustment. Restructuring charges for the three months ended March 31, 2008 were related to lease termination costs of $1.6 million associated with the full settlement of a leased office space no longer utilized and severance and severance-related costs of $1.1 million. The TDK post-closing purchase price adjustment was associated with the finalization of certain acquisition-related working capital amounts as negotiated with TDK. Operating (Loss) Income

                                           Three Months Ended
                                               March 31,            Percent
              (In millions)                 2009          2008       Change
              Operating (loss) income    $   (7.4 )     $ 19.5       -137.9 %
              As a percent of revenue        (1.7 )%       3.7 %

Our operating loss for the three months ended March 31, 2009 was driven by lower revenues and lower gross margins discussed above as well as higher restructuring and other charges. Total operating loss for the three months ended March 31, 2009 included restructuring and other expense of $5.5 million. Total operating income for the three months ended March 31, 2008 included restructuring and other expense of $0.7 million. Other (Income) and Expense

                                          Three Months Ended
                                               March 31,            Percent
              (In millions)               2009           2008        Change
              Interest income           $    (0.2 )     $  (0.9 )      -77.8 %
              Interest expense                0.4           0.7        -42.9 %
              Other expense, net              7.6           1.4        442.9 %

              Total                           7.8           1.2
              As a percent of revenue         1.8 %         0.2 %

The increase in other expense for the three months ended March 31, 2009 was driven by a reserve of $4.0 million related to a note receivable from one of our commercial partners whose financial condition has significantly deteriorated, as well as foreign currency exchange losses.


Table of Contents

Income Tax Provision

                                               Three Months Ended
                                                   March 31,            Percent
           (In millions)                        2009          2008       Change
           Income tax (benefit) provision    $   (3.6 )     $  7.3       -149.3 %
           Effective tax rate                    23.7 %       39.9 %

The effective income tax rate for the three months ended March 31, 2009 was 23.7 percent compared with 39.9 percent in the same period last year. The effective rate decline was due primarily to the mix of taxable income/loss by country, as well as the tax effects associated with our restructuring and other charges.
Segment Results
We operate in two broad market categories: (1) removable data storage media products and accessories (Data Storage Media) and (2) audio and video consumer electronic products and accessories (Electronic Products).
Our data storage media business is organized, managed and internally and externally reported as segments differentiated by the regional markets we serve:
Americas, Europe and Asia Pacific. Each of these segments has responsibility for selling virtually all Imation product lines except for consumer electronic products. Consumer electronic products are sold primarily through our Electronic Products segment. The Electronic Products segment is currently focused primarily in North America and primarily under the Memorex brand name.
We evaluate segment performance based on revenue and operating income. Revenue for each segment is generally based on customer location where the product is shipped. The operating income reported in our segments excludes corporate and other unallocated amounts. Although such amounts are excluded from the business segment results, they are included in reported consolidated earnings. Corporate and unallocated amounts include research and development costs, corporate expense, stock-based compensation expense and restructuring and other costs which are not allocated to the segments.
Information related to our segments is as follows:
Data Storage Media

   Americas

                                            Three Months Ended
                                                March 31,            Percent
               (In millions)                 2009         2008       Change
               Net revenue                $  156.5      $ 214.7       -27.1 %
               Operating income               12.0         23.8       -49.6 %
               As a percent of revenue         7.7 %       11.1 %

The Americas segment is our largest segment comprising 36.7 percent of our revenue for the three months ended March 31, 2009. Our revenue decrease for the three months ended March 31, 2009, compared with the same period last year, was due to overall volume decreases of approximately 17 percent, and price declines of approximately 10 percent. The volume decrease was driven by a decrease in magnetic, optical, flash and audio and video tape product sales as a result of the continuing economic slowdown.
The decrease in operating income as a percentage of revenue for the three months ended March 31, 2009, compared with the same period last year, was driven by lower gross margin in our magnetic and flash products, partially offset by increases in margin for optical products.


Table of Contents

   Europe

                                            Three Months Ended
                                                March 31,            Percent
               (In millions)                 2009         2008       Change
               Net revenue                $  135.3      $ 176.1       -23.2 %
               Operating income                1.7          5.7       -70.2 %
               As a percent of revenue         1.3 %        3.2 %

The Europe segment comprised 31.7 percent of our revenue for the three months ended March 31, 2009. Our revenue decrease for the three months ended March 31, 2009, compared with the same period last year, was due to overall volume decreases of approximately 12 percent, unfavorable foreign currency impacts of approximately 6 percent and price declines of approximately 5 percent. The volume decrease was driven by a decrease in optical, magnetic and audio and video tape product sales mainly as a result of the continuing economic slowdown and changes in the products life cycle, offset by increases in flash product sales.
The decrease in operating income as a percentage of revenue for the three months ended March 31, 2009, compared with the same period last year, was driven mainly by lower sales and gross margins in our legacy products.

   Asia Pacific (APAC)

                                            Three Months Ended
                                                March 31,            Percent
               (In millions)                 2009         2008       Change
               Net revenue                $  102.9      $ 114.3       -10.0 %
               Operating income                5.7          7.7       -26.0 %
               As a percent of revenue         5.5 %        6.7 %

The Asia Pacific segment comprised 24.1 percent of our revenue for the three months ended March 31, 2009. Our revenue decrease for the three months ended March 31, 2009, compared with the same period last year, was due to price declines of approximately 15 percent and unfavorable foreign currency impacts of approximately 10 percent, offset by overall volume increases of approximately 15 percent. The decrease in revenue, compared with the same period last year, was driven by a decrease in optical, magnetic, audio and video tape and flash product sales as a result of the continuing economic slowdown, offset by an increase in hard disk drive and services sales.
The decrease in operating income as a percentage of revenue for the three months ended March 31, 2009, compared with the same period last year, was driven by lower sales and gross margins in our legacy products, offset partially by modest growth in Japan revenue and gross margins. Electronic Products

                                            Three Months Ended
                                                March 31,            Percent
               (In millions)                2009          2008       Change
               Net revenue                $  31.5      $  25.8         22.1 %
               Operating income (loss)       (3.9 )       (2.7 )       44.4 %
               As a percent of revenue      (12.4 )%     (10.5 )%

The Electronic Products segment comprised 7.5 percent of our revenue for the three months ended March 31, 2009. The increase in revenue for the three months ended March 31, 2009, compared with the same period last year, was driven primarily by increased sales of audio products.
The increase in the Electronic Products segment's operating loss as a percentage of revenue for the three months ended March 31, 2009, compared with the same period last year, was driven by inventory charges associated with excess inventory due to the continuing economic slowdown.


Table of Contents

Corporate and Unallocated

                                       Three Months Ended
                                           March 31,            Percent
                   (In millions)        2009          2008      Change
                   Operating loss    $   22.9       $ 15.0        52.7 %

The corporate and unallocated loss includes amounts which are not allocated to the business units in management's evaluation of segment performance such as R&D expense, corporate expense, stock-based compensation expense and restructuring and other expense. Operating loss included restructuring and other expense of $5.5 million and $0.7 million for the three month periods ended March 31, 2009 and 2008, respectively.
Impact of Changes in Foreign Currency Rates We have a market presence in more than 100 countries and we sell products on a local currency basis through a variety of distribution channels. We source optical, flash and other finished goods from manufacturers located primarily in Asia, although much of this sourcing is on a U.S. dollar basis. Further, we produce a significant portion of our magnetic tape products in our own manufacturing facilities in the United States. Comparisons of revenue and gross profit from foreign countries are subject to various fluctuations due to the impact of translating results at differing exchange rates in different periods.
Changes in foreign currency exchange rates for the three months ended March 31, 2009 negatively impacted worldwide revenue by 4.4 percent compared with the three months ended March 31, 2008. The impact on profit is more difficult to determine due to the influence of other factors that we believe are also impacted by currency rate changes.
Our foreign currency hedging program attempts to manage some of the foreign currency risks over near term periods; however, these risk management activities cannot ensure that the program will offset more than a portion of the adverse financial impact resulting from unfavorable movements in foreign exchange rates or that medium and longer term effects of exchange rates will not be significant (see Part 1, Item 3. Quantitative and Qualitative Disclosures about Market Riskin this Form 10-Q).
Financial Position
Our cash and cash equivalents balance as of March 31, 2009 was $103.0 million, an increase of $6.4 million from $96.6 million as of December 31, 2008. The increase was primarily due to operating cash inflows of $15.7 million, partially offset by cash paid for capital expenditures of $5.4 million.
Accounts receivable days sales outstanding was 61 days as of March 31, 2009, down 2 days from December 31, 2008. Days sales outstanding is calculated using the count-back method, which calculates the number of days of most recent revenue that is reflected in the net accounts receivable balance.
Days of inventory supply was 75 days as of March 31, 2009, down 7 days from December 31, 2008. Days of inventory supply is calculated using the current period inventory balance divided by the average of the inventoriable portion of cost of goods sold for the previous 12 months, expressed in days. The decrease in days of inventory supply was driven by efforts to reduce excess inventories.
Our accounts payable balance as of March 31, 2009 was $230.0 million, a decrease of $66.1 million from $296.1 million as of December 31, 2008. The decrease in accounts payable was due to lower purchasing levels.
Our other current liabilities balance as of March 31, 2009 was $165.7 million, a decrease of $29.3 million from $195.0 million as of December 31, 2008. The decrease was mainly due to a $19.4 million payment to TDK for a post-closing purchase price adjustment related to previously unfiled European value added tax returns, and payments made under our restructuring programs.


Table of Contents

Liquidity and Capital Resources
Financial Position
Cash Flows Provided by Operating Activities:

                                                                     Three Months Ended
                                                                          March 31,
                                                                     2009             2008
Net (loss) income                                                 $    (11.6 )       $ 11.0
Adjustments to reconcile net (loss) income to net cash
provided by operating activities:
Depreciation and amortization                                           10.7           12.6
Deferred income taxes                                                   (0.6 )          1.9
Stock-based compensation                                                 1.8            2.6
TDK post-closing purchase price adjustment                                 -           (2.3 )
Note receivable reserve                                                  4.0              -
Other                                                                    1.2            1.2
Changes in operating assets and liabilities, net of effects
from acquisitions                                                       10.2            5.8

Net cash provided by operating activities                         $     15.7         $ 32.8

Cash flows from operating activities can fluctuate significantly from period to period as many items can significantly impact cash flows. Cash provided by operating activities of $15.7 million for the three months ended March 31, 2009, included a cash payment for $19.4 million to TDK for a post-closing purchase price adjustment for previously unfiled European value added tax returns, payments of $9.3 million under our restructuring programs and $0.4 million of pension funding partially offset by an income tax refund of $6.4 million. Cash provided by operating activities of $32.8 million for the three months ended March 31, 2008, included $6.5 million of cash paid for a TDK acquisition related liability, $11.5 million of payments under our restructuring programs and $0.6 million of pension funding.

Cash Flows Used in Investing Activities:

                                                     Three Months Ended
                                                          March 31,
                                                     2009           2008
           Capital expenditures                    $    (5.4 )     $  (2.4 )
           Acquisition of minority interest                -          (8.0 )
           Other, net                                    0.7           1.0

           Net cash used in investing activities   $    (4.7 )     $  (9.4 )

Cash used in operating activities for the three months ended March 31, 2009, included $5.4 million of capital expenditures of which $2.9 million related to tenant improvements associated with some recently leased out office space in our Oakdale, Minnesota headquarters. During the three months ended March 31, 2008, acquisition related activities included $8.0 million in payment for the . . .

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