ICOC Ico (MM)

AKRON, Ohio, March 31 /PRNewswire-FirstCall/ --

• Reported a net loss of $6.8 million for the quarter compared with a loss of $10.5 million in last year’s second quarter
• Excluding certain one-time charges, net income for the quarter was $3.2 million, or $0.12 per share, a $9.9 million improvement compared with a loss of $6.7 million, or $0.26 per share, for the prior-year period
• Excluding certain one-time items and a bad debt expense item, fiscal second-quarter earnings would have been $0.24 per diluted share
• Company’s second-half earnings, excluding non-operating items, are expected to closely approach fiscal 2008 second-half levels

A. Schulman, Inc. (Nasdaq: SHLM) announced today earnings for the fiscal 2010 second quarter ended February 28, 2010.  The Company reported a net loss for the second quarter of $6.8 million or $0.26 per diluted share, compared with a net loss of $10.5 million or $0.41 per share for the comparable period last year.  The translation effect of foreign currencies favorably impacted the net loss by $0.9 million in the quarter.  

The fiscal 2010 second quarter included certain after-tax charges of approximately $10.0 million primarily related to asset impairments, acquisition-related costs and restructuring expenses.  Last year’s second quarter included certain after-tax charges of $3.8 million related to restructuring-related activities.  Excluding these charges, net income for the fiscal 2010 second quarter was $3.2 million, or $0.12 per diluted share, compared with a loss of $6.7 million, or $0.26 per diluted share, for the prior-year period.

“Our earnings improvement, excluding non-operating items, indicates that our multi-year strategic plan launched in 2008, and the additional restructuring actions we took in 2009, are working as we continue to focus on higher-margin businesses globally and improve our profitability in North America,” said Joseph M. Gingo, Chairman, President and Chief Executive Officer.  “We anticipate further opportunities ahead for profit growth as our efficiency gains continue and global economic conditions gradually rebound.”

Net sales for the fiscal 2010 second quarter were $331.0 million, up 21.4% compared with $272.7 million last year.  Tonnage was slightly up for the quarter, which reflected the continuation of weak end markets, particularly in Europe, and the Company’s ongoing focus on higher-margin business globally.  Increased volume in the Company’s manufacturing businesses offset the declines in its lower-margin distribution businesses.  In fact, higher pricing and mix increased sales by 14.1%. The translation effect of foreign currency, primarily the euro, increased sales by 6.8% for the quarter.  

Gross margin for the quarter was 15.5%, an increase of 480 basis points from 10.7% for the second quarter of last year.  As expected, gross margin decreased 190 basis points in the fiscal 2010 second quarter compared with the fiscal 2010 first quarter, which reflects the typically slower pace of business in the fiscal second quarter as well as some pressure on margins due mostly to mix and to a lesser extent higher raw material prices and unabsorbed fixed manufacturing costs.  The Company expects to offset higher raw material costs through price increases whenever possible as well as leveraging its global purchasing power to pre-buy additional lower-cost inventory in advance of escalating prices.  

Selling, general and administrative (SG&A) expense for the fiscal 2010 second quarter was $48.8 million, an increase of $11.3 million compared with $37.4 million in last year’s second quarter.  Foreign exchange increased SG&A by $2.2 million.  Additionally, the Company recorded $1.4 million of primarily ICO-related transaction costs in the second quarter of fiscal 2010.  The remaining $7.7 million increase in SG&A was partially related to incremental bad debt expense which includes $4.5 million related to one large customer in Italy.  SG&A also was affected by increased incentive compensation and mark-to-market equity compensation adjustments resulting from improved performance.  

The Company’s liquidity position remained strong.  Although cash decreased from $237.0 million at the end of the fiscal 2010 first quarter to $215.6 million at the end of the fiscal 2010 second quarter, the weakening euro accounted for almost the entire decline.  

“Excluding certain one-time items and the Italian bad debt expense item, our second-quarter earnings would have been $0.24 per diluted share,” Gingo said.  “I believe this quarter’s results demonstrate that while we continue to operate in a slowly recovering global market environment, our unwavering focus on improving product mix, reducing costs and protecting cash is driving our better year-over-year results.”

For the 2010 fiscal year to date, the Company reported net income of $10.3 million or $0.39 per diluted share compared with a loss of $2.4 million or $0.09 per share for the same period last year.  Excluding the effect of certain items including acquisition-related costs and restructuring-related charges, net income was $22.9 million, or $0.87 per diluted share, compared with $2.0 million, or $0.07 per diluted share, a year ago.  Sales volume was down 2.1% for the six-month period reflecting the continued weak economic conditions as well as the strength of the fiscal 2009 first quarter.  The profitability improvement was driven by the significant increase in gross profit reflecting cost reductions, margin improvement initiatives and market improvement, particularly in comparison with last year’s second quarter when the effects of the global economic downturn were most severe.

Europe – In the fiscal 2010 second quarter, sales in Europe were $247.4 million, an increase of $48.7 million or 24.5% compared with the prior-year period. Tonnage for the quarter increased slightly by 1.1%; the translation effect of foreign currency, primarily the euro, increased sales by 8.1%; and changes in prices and product mix increased sales by 15.3%. The Company is seeing gradual price increases in the market as well as mix shifts toward higher-margin and higher-priced products.

Gross margin improved to 16.8% of sales for the quarter compared with 13.4% for the same period last year.  The improved gross margin was driven by mix, both by business and product lines, and the realization of cost-reduction initiatives.  In addition, the Company’s distribution business continues to focus on value-added products rather than tonnage which benefits the Company’s margins even as distribution decreases as a percentage of the total business. Operating income for the fiscal 2010 second quarter was $9.2 million compared with $4.8 million in the same quarter last year.  Foreign exchange accounted for $0.6 million of the increase.

North America – North America combined operating income, including discontinued operations, was $0.2 million during the quarter, compared with last year’s second-quarter loss of $7.9 million.  Volume was down 8.4% from the fiscal 2009 second quarter, reflecting the Company’s efforts to rationalize the product portfolio and move toward higher-margin business, along with the continued effect of weak economic conditions.  Gross margin for the second quarter increased to 11.1% of sales from 1.9% of sales for the prior-year period.  For the year-to-date period, North America reported a total operating profit of $3.1 million compared with a loss of $11.3 million last year.  

Asia – Sales were $14.4 million, up 60% for the quarter compared with the same period last year as tonnage increased more than 50%.  Gross margin increased to 14.7% of sales compared with 6.9% for the prior-year period.  The increase in gross margin reflects a favorable product mix; results of the Company’s continuous efforts to reduce higher-cost inventories; and a much more profitable capacity utilization of 74%. Operating income was $0.6 million compared with an operating loss of $0.3 million for the prior-year quarter, continuing the positive trend that began during the third quarter of 2009.

“We are pleased with our sustained earnings improvement in North America and will continue to move forward and drive growth in gross margins and operating income worldwide, especially considering that the second quarter is typically our slowest quarter of the year,” Gingo said.  “We remain keenly focused on our strategic efforts to improve the profitability of our operations in North America and drive volume growth worldwide.”

Cash Flow From Operations and Working Capital

Cash flow from operations was $8.1 million for the quarter, compared with $94.7 million during the same period last year.  Total days of working capital increased five days from November 30, 2009 to 67 days at February 28, 2010. The increase was in part related to inventory pre-buying, primarily in Europe, given increased demand and difficulty in obtaining materials and in anticipation of higher resin pricing. The Company’s net debt, defined as total debt less cash and cash equivalents, was in a net positive cash position of $109.7 million, down from $128.9 million as of the end of the first quarter.  The key drivers of the decrease were the weakness in the euro and pre-buying activity.  

Acquisition Updates

• As previously announced on December 2, 2009, the Company signed a definitive agreement to acquire all of the outstanding stock of ICO, Inc. (Nasdaq: ICOC) (ICO). The Company has received the necessary regulatory approvals to complete the transaction.  A special meeting of ICO stockholders to vote on the agreement is scheduled for April 28, 2010. Under the terms of the agreement, the total consideration to be paid is comprised of $105.0 million in cash and 5.1 million shares of A. Schulman common stock. The merger agreement was filed as an exhibit to the Company’s Form 8-K dated December 3, 2009. If the agreement is approved, ICO stockholders will own approximately 16% of the combined company and be represented by two additional directors. The transaction is not subject to a financing contingency.  A. Schulman intends to pay the cash portion of the purchase price out of its available liquidity.  The transaction is expected to close during the Company’s fiscal 2010 third quarter ending May 31, 2010.  
• On March 1, 2010, A. Schulman announced the acquisition of McCann Color, Inc., a producer of high-quality color concentrates, based in North Canton, Ohio, for less than $10 million in cash.  The acquisition is the latest step in the Company’s growth strategy to be a leading global manufacturer in the masterbatch business, and is expected to advance the profitable growth of its North American color operations.  The Company also has decided to close its Polybatch Color Center located in Sharon Center, Ohio, and consolidate production to the McCann facility in North Canton.  The closure and consolidation of production are expected to be completed by August 31, 2010.  The fiscal 2010 second quarter included impairment charges of $5 million and restructuring charges of $0.8 million related to this closure.  

Business Outlook

“We are optimistic that markets will gradually improve in the remaining half of fiscal 2010, and we expect North America’s performance to continue to be significantly favorable compared with last year.  While our performance in Europe is steadily improving, it is not likely to approach 2008 levels until market volumes recover significantly,” stated Gingo.  “However, I am confident that our second-half earnings, excluding non-operating items, will closely approach fiscal 2008 second-half levels as a result of our strategic progress in all our businesses.”

Conference Call on the Web

A live Internet broadcast of A. Schulman’s conference call regarding fiscal 2010 second-quarter earnings can be accessed at 4 p.m. Eastern time on Thursday, April 1, 2010, on the Company’s website, www.aschulman.com.  An archived replay of the call will also be available on the website.  

Use of Non-GAAP Financial Measures

This earnings release includes the use of both GAAP (generally accepted accounting principles) and non-GAAP financial measures.  The non-GAAP financial measures are net income excluding certain items and net income per diluted share excluding certain items.  The most directly comparable GAAP financial measures are net income and net income per diluted share.  A table included in this news release reconciles each non-GAAP financial measure with the most directly comparable GAAP financial measure.

A. Schulman uses these financial measures to monitor and evaluate the ongoing performance of the Company and to allocate resources, and believes that the additional non-GAAP measures are useful to investors for financial analysis.  In addition, the Company believes that providing this information is in the best interest of our investors so that they can accurately consider the non-GAAP financial information.  However, non-GAAP measures are not in accordance with, nor are they a substitute for, GAAP measures.

While management believes that these non-GAAP financial measures provide useful supplemental information to investors, there are limitations associated with the use of these measures.  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.

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.

About A. Schulman, Inc.

Headquartered in Akron, Ohio, A. Schulman is a leading international supplier of high-performance plastic compounds and resins.  These materials are used in a variety of consumer, industrial, automotive and packaging applications.  The Company employs about 2,000 people and has 17 manufacturing facilities in North America, Europe and Asia.  Revenues for the fiscal year ended August 31, 2009, were $1.3 billion.  Additional information about A. Schulman can be found at www.aschulman.com.

“Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995.

A number of the matters discussed in this document that are not historical or current facts deal with potential future circumstances and developments, in particular, information regarding expected synergies resulting from the merger of A. Schulman and ICO, combined operating and financial data, the combined company’s plans, objectives, expectations and intentions and whether and when the transactions contemplated by the merger agreement will be consummated.  The discussion of such matters is qualified by the inherent risks and uncertainties surrounding future expectations generally, and also may materially differ from actual future experience involving any one or more of such matters.   Such risks and uncertainties include:  the risk that the businesses will not be integrated successfully; the risk that the cost savings and any other synergies from the transaction may not be fully realized or may take longer to realize than expected; disruption from the transaction making it more difficult to maintain relationships with customers, employees or suppliers; the failure to obtain governmental approvals of the transaction on the proposed terms and schedule, and any conditions imposed on the combined company in connection with consummation of the merger; the failure to obtain approval of the merger by the stockholders of ICO and the failure to satisfy various other conditions to the closing of the merger contemplated by the merger  agreement; and the risks that are described from time to time in A. Schulman’s and ICO’s respective reports filed with the SEC, including Schulman’s annual report on Form 10-K for the year ended August 31, 2009 and ICO’s annual report on Form 10-K for the year ended September 30, 2009, in each case, as such reports may have been amended.  This document speaks only as of its date, and A. Schulman and ICO each disclaims any duty to update the information herein.

Additional Information and Where to Find It

In connection with the proposed transaction, Schulman has filed a registration statement on Form S-4 with the SEC (Registration No. 333-164085) on December 30, 2009, containing a preliminary  proxy statement/prospectus, and Amendment Nos. 1, 2, and 3 to the registration statement on February 8, 2010, March 11, 2010 and March 22, 2010, respectively.  STOCKHOLDERS OF ICO ARE ENCOURAGED TO READ THE REGISTRATION STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE DEFINITIVE PROXY STATEMENT/ PROSPECTUS THAT IS PART OF THE REGISTRATION STATEMENT, BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER. The definitive proxy statement/prospectus has been mailed to stockholders of ICO. Investors and security holders may obtain the documents free of charge at the SEC’s web site, www.sec.gov, from A. Schulman at its web site, www.aschulman.com, or from ICO at its web site, www.icopolymers.com, or 1811 Bering Drive, Suite 200, Houston, Texas, 77057, attention: Corporate Secretary.

Participants In Solicitation

A. Schulman and ICO and their respective directors and executive officers, other members of management and employees and the proposed directors of the combined company, may be deemed to be participants in the solicitation of proxies in respect of the proposed merger. Information concerning the proposed directors of the combined company, A. Schulman’s and ICO’s respective directors and executive officers and other participants in the proxy solicitation, including a description of their interests, is included in the proxy statement/prospectus contained in Schulman’s Registration Statement on Form S-4 (Reg. No. 333-164085), as amended, filed with the SEC and in each company’s Form 10-K, as amended, for the year ended August 31, 2009 in respect of A. Schulman and for the year ended September 30, 2009 in respect of ICO.

SHLM_CN, FN

SOURCE A. Schulman, Inc.