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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________________________________
FORM 10-Q
________________________________________________
(Mark One)
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☒ |
Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 |
For the quarterly period ended March 31, 2022
OR
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☐ |
Transition Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 |
For the transition period from
to
.
Commission file number 1-16091
________________________________________________
AVIENT CORPORATION
(Exact name of registrant as specified in its charter)
________________________________________________
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Ohio |
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34-1730488 |
(State or other jurisdiction |
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(I.R.S. Employer Identification No.) |
of incorporation or organization) |
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Avient Center |
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33587 Walker Road |
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44012 |
Avon Lake,
Ohio
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(Address of principal executive offices) |
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(Zip Code) |
Registrant’s telephone number, including area code:
(440) 930-1000
Former name, former address and former fiscal year, if changed
since last report:
Not Applicable
_______________________________________________
Securities registered pursuant to Section 12(b) of the
Act:
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
Common Shares, par value $.01 per share |
AVNT |
New York Stock Exchange |
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing
requirements for the past 90 days.
☒ Yes
☐
No
Indicate by check mark whether the registrant has submitted
electronically every Interactive Data File required to be submitted
pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter)
during the preceding 12 months (or for such shorter period that the
registrant was required to submit such files).
☒ Yes
☐
No
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, a
smaller reporting company, or an emerging growth company. See the
definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule
12b-2 of the Exchange Act.
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Large accelerated filer |
☒ |
Accelerated filer |
☐ |
Non-accelerated filer |
☐ |
Smaller reporting company |
☐ |
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Emerging growth company |
☐ |
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.
☐
Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act).
☐ Yes
☒ No
The number of the registrant’s outstanding common shares, par value
$.01 per share, as of March 31, 2022 was 91,426,041.
PART I — FINANCIAL INFORMATION
ITEM 1.
FINANCIAL STATEMENTS
Avient Corporation
Condensed Consolidated Statements of Income
(Unaudited)
(In millions, except per share data)
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Three Months Ended
March 31, |
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2022 |
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2021 |
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Sales |
$ |
1,293.8 |
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$ |
1,162.3 |
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Cost of sales |
1,000.1 |
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859.9 |
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Gross margin |
293.7 |
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302.4 |
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Selling and administrative expense |
165.1 |
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182.0 |
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Operating income |
128.6 |
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120.4 |
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Interest expense, net |
(16.9) |
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(19.3) |
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Other (expense) income, net |
(0.6) |
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1.5 |
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Income before income taxes |
111.1 |
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102.6 |
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Income tax expense |
(26.6) |
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(22.9) |
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Net income |
84.5 |
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79.7 |
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Net income attributable to noncontrolling interests |
(0.3) |
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(0.4) |
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Net income attributable to Avient common shareholders |
$ |
84.2 |
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$ |
79.3 |
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Earnings per share attributable to Avient common shareholders -
Basic |
$ |
0.92 |
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$ |
0.87 |
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Earnings per share attributable to Avient common shareholders -
Diluted |
$ |
0.91 |
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$ |
0.86 |
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Weighted-average shares used to compute earnings per common
share: |
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Basic |
91.5 |
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91.3 |
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Dilutive impact of share-based compensation |
0.8 |
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0.9 |
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Diluted |
92.3 |
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92.2 |
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Anti-dilutive shares not included in diluted common shares
outstanding |
0.2 |
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0.1 |
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Cash dividends declared per share of common stock |
$ |
0.2375 |
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$ |
0.2125 |
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See accompanying Notes to the Unaudited Condensed Consolidated
Financial Statements.
Avient Corporation
Consolidated Statements of Comprehensive Income
(Unaudited)
(In millions)
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Three Months Ended
March 31, |
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2022 |
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2021 |
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Net income |
$ |
84.5 |
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$ |
79.7 |
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Other comprehensive income (loss), net of tax: |
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Translation adjustments and related hedging instruments |
(9.2) |
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(51.0) |
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Cash flow hedges |
1.3 |
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0.8 |
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Total other comprehensive loss |
(7.9) |
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(50.2) |
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Total comprehensive income |
76.6 |
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29.5 |
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Comprehensive income attributable to noncontrolling
interests |
(0.3) |
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(0.4) |
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Comprehensive income (loss) attributable to Avient common
shareholders |
$ |
76.3 |
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$ |
29.1 |
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See accompanying Notes to the Unaudited Condensed Consolidated
Financial Statements.
Avient Corporation
Condensed Consolidated Balance Sheets
(In millions)
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(Unaudited) March 31, 2022
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December 31, 2021 |
ASSETS |
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Current assets: |
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Cash and cash equivalents |
$ |
562.6 |
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$ |
601.2 |
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Accounts receivable, net |
757.9 |
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642.3 |
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Inventories, net |
475.4 |
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461.1 |
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Other current assets |
134.3 |
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122.4 |
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Total current assets |
1,930.2 |
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1,827.0 |
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Property, net |
661.9 |
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676.1 |
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Goodwill |
1,283.4 |
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1,286.4 |
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Intangible assets, net |
904.1 |
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925.2 |
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Operating lease assets, net |
67.1 |
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74.1 |
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Other non-current assets |
200.3 |
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208.4 |
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Total assets |
$ |
5,047.0 |
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$ |
4,997.2 |
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LIABILITIES AND SHAREHOLDERS' EQUITY |
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Current liabilities: |
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Short-term and current portion of long-term debt |
$ |
607.5 |
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$ |
8.6 |
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Accounts payable |
642.3 |
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553.9 |
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Current operating lease obligations |
21.7 |
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24.2 |
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Accrued expenses and other current liabilities |
288.1 |
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353.9 |
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Total current liabilities |
1,559.6 |
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940.6 |
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Non-current liabilities: |
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Long-term debt |
1,250.2 |
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1,850.3 |
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Pension and other post-retirement benefits |
98.5 |
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100.0 |
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Deferred income taxes |
99.4 |
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100.6 |
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Non-current operating lease obligations |
45.9 |
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50.1 |
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Other non-current liabilities |
164.1 |
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165.1 |
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Total non-current liabilities |
1,658.1 |
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2,266.1 |
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SHAREHOLDERS' EQUITY |
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Avient shareholders’ equity |
1,813.2 |
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1,774.7 |
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Noncontrolling interest |
16.1 |
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15.8 |
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Total equity |
1,829.3 |
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1,790.5 |
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Total liabilities and equity |
$ |
5,047.0 |
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|
$ |
4,997.2 |
|
See accompanying Notes to the Unaudited Condensed Consolidated
Financial Statements.
Avient Corporation
Condensed Consolidated Statements of Cash Flows
(Unaudited)
(In millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
March 31, |
|
2022 |
|
2021 |
Operating Activities |
|
|
|
Net income |
$ |
84.5 |
|
|
$ |
79.7 |
|
Adjustments to reconcile net income to net cash provided by
operating activities: |
|
|
|
|
|
|
|
Depreciation and amortization |
35.7 |
|
|
36.6 |
|
Accelerated depreciation and amortization |
2.1 |
|
|
0.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share-based compensation expense |
3.2 |
|
|
2.7 |
|
|
|
|
|
|
|
|
|
Changes in assets and liabilities, net of the effect of
acquisitions: |
|
|
|
Increase in accounts receivable |
(118.8) |
|
|
(137.6) |
|
Increase in inventories |
(15.1) |
|
|
(35.1) |
|
Increase in accounts payable |
90.5 |
|
|
67.3 |
|
Decrease in pension and other post-retirement benefits |
(4.0) |
|
|
(7.1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Decrease in accrued expenses and other assets and liabilities,
net |
(59.2) |
|
|
(3.4) |
|
|
|
|
|
|
|
|
|
Net cash provided by operating activities |
18.9 |
|
|
3.6 |
|
Investing activities |
|
|
|
Capital expenditures |
(13.3) |
|
|
(16.5) |
|
|
|
|
|
|
|
|
|
Other investing activities |
— |
|
|
(2.0) |
|
Net cash used by investing activities |
(13.3) |
|
|
(18.5) |
|
Financing activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase of common shares for treasury |
(15.8) |
|
|
(4.2) |
|
Cash dividends paid |
(21.7) |
|
|
(19.5) |
|
|
|
|
|
Repayment of long-term debt |
(2.4) |
|
|
(2.3) |
|
Payments of withholding tax on share awards |
(3.9) |
|
|
(3.1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used by financing activities |
(43.8) |
|
|
(29.1) |
|
Effect of exchange rate changes on cash |
(0.4) |
|
|
(11.0) |
|
Decrease in cash and cash equivalents |
(38.6) |
|
|
(55.0) |
|
Cash and cash equivalents at beginning of year |
601.2 |
|
|
649.5 |
|
Cash and cash equivalents at end of period |
$ |
562.6 |
|
|
$ |
594.5 |
|
See accompanying Notes to the Unaudited Condensed Consolidated
Financial Statements.
Avient Corporation
Consolidated Statements of Shareholders' Equity
(Unaudited)
(In millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Shares |
|
Shareholders’ Equity |
|
|
Common
Shares |
|
Common
Shares Held
in Treasury |
|
Common
Shares |
|
Additional
Paid-in
Capital |
|
Retained Earnings |
|
Common
Shares Held
in Treasury |
|
Accumulated
Other
Comprehensive
(Loss) Income |
|
Total Avient shareholders' equity |
|
Non-controlling Interests |
|
Total equity |
Balance at January 1, 2022 |
|
122.2 |
|
|
(30.6) |
|
|
$ |
1.2 |
|
|
$ |
1,511.8 |
|
|
$ |
1,208.0 |
|
|
$ |
(900.7) |
|
|
$ |
(45.6) |
|
|
$ |
1,774.7 |
|
|
$ |
15.8 |
|
|
$ |
1,790.5 |
|
Net income |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
84.2 |
|
|
— |
|
|
— |
|
|
84.2 |
|
|
0.3 |
|
|
84.5 |
|
Other comprehensive loss |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(7.9) |
|
|
(7.9) |
|
|
— |
|
|
(7.9) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash dividends declared
(1)
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(21.7) |
|
|
— |
|
|
— |
|
|
(21.7) |
|
|
— |
|
|
(21.7) |
|
Repurchase of common shares |
|
— |
|
|
(0.3) |
|
|
— |
|
|
— |
|
|
— |
|
|
(15.8) |
|
|
— |
|
|
(15.8) |
|
|
— |
|
|
(15.8) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share-based compensation and exercise of awards |
|
— |
|
|
0.1 |
|
|
— |
|
|
(2.2) |
|
|
— |
|
|
1.9 |
|
|
— |
|
|
(0.3) |
|
|
— |
|
|
(0.3) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at March 31, 2022 |
|
122.2 |
|
|
(30.8) |
|
|
$ |
1.2 |
|
|
$ |
1,509.6 |
|
|
$ |
1,270.5 |
|
|
$ |
(914.6) |
|
|
$ |
(53.5) |
|
|
$ |
1,813.2 |
|
|
$ |
16.1 |
|
|
$ |
1,829.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
Dividends declared per share were $0.2375 for the three months
ended March 31, 2022.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Shares |
|
Shareholders’ Equity |
|
|
Common
Shares |
|
Common
Shares Held
in Treasury |
|
Common
Shares |
|
Additional
Paid-in
Capital |
|
Retained Earnings |
|
Common
Shares Held
in Treasury |
|
Accumulated
Other
Comprehensive
(Loss) Income |
|
Total Avient shareholders' equity |
|
Non-controlling Interests |
|
Total equity |
Balance at January 1, 2021 |
|
122.2 |
|
|
(30.8) |
|
|
$ |
1.2 |
|
|
$ |
1,513.3 |
|
|
$ |
1,057.4 |
|
|
$ |
(901.2) |
|
|
$ |
26.4 |
|
|
$ |
1,697.1 |
|
|
$ |
14.6 |
|
|
$ |
1,711.7 |
|
Net income |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
79.3 |
|
|
— |
|
|
— |
|
|
79.3 |
|
|
0.4 |
|
|
79.7 |
|
Other comprehensive loss |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(50.2) |
|
|
(50.2) |
|
|
— |
|
|
(50.2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash dividends declared
(1)
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(19.5) |
|
|
— |
|
|
— |
|
|
(19.5) |
|
|
— |
|
|
(19.5) |
|
Repurchase of common shares |
|
— |
|
|
(0.1) |
|
|
— |
|
|
— |
|
|
— |
|
|
(4.2) |
|
|
— |
|
|
(4.2) |
|
|
— |
|
|
(4.2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share-based compensation and exercise of awards |
|
— |
|
|
0.1 |
|
|
— |
|
|
2.9 |
|
|
— |
|
|
1.6 |
|
|
— |
|
|
4.5 |
|
|
— |
|
|
4.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at March 31, 2021 |
|
122.2 |
|
|
(30.8) |
|
|
$ |
1.2 |
|
|
$ |
1,516.2 |
|
|
$ |
1,117.2 |
|
|
$ |
(903.8) |
|
|
$ |
(23.8) |
|
|
$ |
1,707.0 |
|
|
$ |
15.0 |
|
|
$ |
1,722.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
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|
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|
|
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|
|
|
|
|
|
|
|
|
|
|
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|
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|
|
|
|
|
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|
|
|
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|
|
|
|
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|
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|
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|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
Dividends declared per share were $0.2125 for the three months
ended March 31, 2021.
|
|
See accompanying Notes to the Unaudited Condensed Consolidated
Financial Statements.
Avient Corporation
Notes to Condensed Consolidated Financial Statements
(Unaudited)
Note 1 — BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial
statements have been prepared in accordance with Form 10-Q
instructions and in the opinion of management contain all
adjustments, including those that are normal, recurring and
necessary to present fairly the financial position, results of
operations and cash flows for the periods presented. The
preparation of financial statements in conformity with generally
accepted accounting principles requires management to make
estimates and assumptions that affect the amounts reported in the
financial statements and accompanying notes. Actual results could
differ from these estimates. These interim financial statements
should be read in conjunction with the financial statements and
accompanying notes included in the Annual Report on Form 10-K for
the year ended December 31, 2021 of Avient Corporation,
formerly known as PolyOne Corporation. When used in this Quarterly
Report on Form 10-Q, the terms “we,” “us,” “our,” “Avient” and the
“Company” mean Avient Corporation and its consolidated
subsidiaries.
Operating results for the three months ended March 31, 2022
are not necessarily indicative of the results that may be attained
in subsequent periods or for the year ending December 31,
2022.
Accounting Standards Not Yet Adopted
Accounting Standards Update (ASU) 2020-04,
Reference Rate Reform
(ASU 2020-04),
provides optional guidance for a limited period of time to ease
potential accounting impacts associated with transitioning away
from reference rates that are expected to be discontinued, such as
LIBOR. The amendments in ASU 2020-04 apply only to contracts,
hedging relationships, and other transactions that reference LIBOR
or another reference rates expected to be discontinued. The
amendments in ASU 2020-04 are effective through December 31, 2022.
The Company is currently evaluating the impact of adopting this
standard, if any, on our consolidated financial statements and
disclosures.
Note 2 — BUSINESS COMBINATIONS
On July 1, 2021, the Company completed its acquisition of Magna
Colours Ltd. (Magna Colours), a market leader in sustainable,
water-based inks technology for the textile screen printing
industry, for the purchase price of $47.6 million, net of cash
acquired. The results of the Magna Colours business are reported in
the Color, Additives and Inks segment. The preliminary purchase
price allocation resulted in intangible assets of
$27.5 million and goodwill of $22.0 million, partially
offset by net liabilities assumed. Goodwill is not deductible for
tax purposes. The intangible assets that have been acquired are
being amortized over a period of 10 to 20 years.
Note 3 — GOODWILL AND INTANGIBLE ASSETS
Goodwill as of March 31, 2022 and December 31, 2021 and
changes in the carrying amount of goodwill by segment were as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In millions) |
Specialty Engineered Materials |
|
Color, Additives and Inks |
|
Distribution |
|
Total |
Balance at December 31, 2021 |
$ |
236.3 |
|
|
$ |
1,048.5 |
|
|
$ |
1.6 |
|
|
$ |
1,286.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Currency translation |
(0.1) |
|
|
(2.9) |
|
|
— |
|
|
(3.0) |
|
Balance at March 31, 2022 |
$ |
236.2 |
|
|
$ |
1,045.6 |
|
|
$ |
1.6 |
|
|
$ |
1,283.4 |
|
Indefinite and finite-lived intangible assets consisted of the
following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of March 31, 2022 |
(In millions) |
Acquisition Cost |
|
Accumulated Amortization |
|
Currency Translation |
|
Net |
Customer relationships |
$ |
507.2 |
|
|
$ |
(141.9) |
|
|
$ |
3.1 |
|
|
$ |
368.4 |
|
Patents, technology and other |
566.7 |
|
|
(141.7) |
|
|
(2.5) |
|
|
422.5 |
|
Indefinite-lived trade names |
113.2 |
|
|
— |
|
|
— |
|
|
113.2 |
|
Total |
$ |
1,187.1 |
|
|
$ |
(283.6) |
|
|
$ |
0.6 |
|
|
$ |
904.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2021 |
(In millions) |
Acquisition Cost |
|
Accumulated Amortization |
|
Currency Translation |
|
Net |
Customer relationships |
$ |
507.2 |
|
|
$ |
(135.4) |
|
|
$ |
6.0 |
|
|
$ |
377.8 |
|
Patents, technology and other |
566.7 |
|
|
(134.3) |
|
|
1.8 |
|
|
434.2 |
|
Indefinite-lived trade names |
113.2 |
|
|
— |
|
|
— |
|
|
113.2 |
|
Total |
$ |
1,187.1 |
|
|
$ |
(269.7) |
|
|
$ |
7.8 |
|
|
$ |
925.2 |
|
Note 4 — LEASING ARRANGEMENTS
We lease certain manufacturing facilities, warehouse space,
machinery and equipment, vehicles and information technology
equipment. The majority of our leases are operating leases. Finance
leases are immaterial to our condensed consolidated financial
statements. Operating lease assets and obligations are reflected
within
Operating lease assets, net, Current operating lease
obligations,
and
Non-current operating lease obligations,
respectively, on the Condensed Consolidated Balance
Sheets.
Lease expense is recognized on a straight-line basis over the lease
term, with variable lease payments recognized in the period those
payments are incurred. The components of lease cost recognized
within our Condensed Consolidated Statements of Income were as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
March 31, |
|
|
(In millions) |
|
2022 |
|
2021 |
|
|
|
|
Cost of sales |
|
$ |
4.4 |
|
|
$ |
5.6 |
|
|
|
|
|
Selling and administrative expense |
|
2.3 |
|
|
2.6 |
|
|
|
|
|
Total operating lease cost |
|
$ |
6.7 |
|
|
$ |
8.2 |
|
|
|
|
|
We often have options to renew lease terms for buildings and other
assets. The exercise of lease renewal options are generally at our
sole discretion. In addition, certain lease arrangements may be
terminated prior to their original expiration date at our
discretion. We evaluate renewal and termination options at the
lease commencement date to determine if we are reasonably certain
to exercise the option on the basis of economic factors. The
weighted average remaining lease term for our operating leases as
of March 31, 2022 and 2021 was 4.7 years and 5.0 years,
respectively.
The discount rate implicit within our leases is generally not
determinable and, therefore, the Company determines the discount
rate based on its incremental borrowing rate. The incremental
borrowing rate for our leases is determined
based on lease term and currency in which lease payments are made,
adjusted for impacts of collateral. The weighted average discount
rates used to measure our operating lease liabilities as of
March 31, 2022 and 2021 were 3.7%.
Maturity Analysis of Operating Lease Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
As of March 31, 2022 |
(In millions) |
|
2022 |
|
$ |
19.3 |
|
|
|
2023 |
|
19.9 |
|
|
|
2024 |
|
12.7 |
|
|
|
2025 |
|
7.7 |
|
|
|
2026 |
|
4.6 |
|
|
|
Thereafter |
|
10.3 |
|
|
|
Total lease payments |
|
74.5 |
|
|
|
Less amount of lease payment representing interest |
|
(6.8) |
|
|
|
Total present value of lease payments |
|
$ |
67.7 |
|
|
|
Note 5 — INVENTORIES, NET
Components of
Inventories, net
are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
(In millions) |
As of March 31, 2022 |
|
As of December 31, 2021 |
Finished products |
$ |
248.7 |
|
|
$ |
244.4 |
|
Work in process |
27.0 |
|
|
21.2 |
|
Raw materials and supplies |
199.7 |
|
|
195.5 |
|
Inventories, net |
$ |
475.4 |
|
|
$ |
461.1 |
|
Note 6 — PROPERTY, NET
Components of
Property, net
are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
(In millions) |
As of March 31, 2022 |
|
As of December 31, 2021 |
Land and land improvements |
$ |
89.6 |
|
|
$ |
91.5 |
|
Buildings |
351.6 |
|
|
350.6 |
|
Machinery and equipment |
976.3 |
|
|
972.3 |
|
Property, gross |
1,417.5 |
|
|
1,414.4 |
|
Less accumulated depreciation |
(755.6) |
|
|
(738.3) |
|
Property, net |
$ |
661.9 |
|
|
$ |
676.1 |
|
|
|
|
|
Note 7 — INCOME TAXES
During the three months ended March 31, 2022, the Company’s
effective tax rate of 23.9% was above the U.S. federal statutory
rate of 21.0% primarily due to state taxes, foreign withholding tax
liability accrued associated with the future repatriation of
certain current year foreign earnings, and global intangible
low-taxed income (GILTI) tax. These unfavorable items were
partially offset by the favorable foreign tax rate differential and
U.S. research and development credit.
During the three months ended March 31, 2021, the Company’s
effective tax rate of 22.3% was above the U.S. federal statutory
rate of 21.0% primarily due to state taxes, foreign withholding tax
liability accrued associated with the future repatriation of
certain current year foreign earnings, and GILTI tax. These
unfavorable items were partially offset by the favorable foreign
tax rate differential and U.S. research and development
credit.
Note 8 — FINANCING ARRANGEMENTS
Debt consists of the following instruments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of March 31, 2022 (in millions) |
Principal Amount |
|
Unamortized discount and debt issuance cost |
|
Net Debt |
|
Weighted average interest rate |
Senior secured revolving credit facility due 2026 |
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
— |
% |
Senior secured term loan due 2026 |
609.8 |
|
|
5.7 |
|
|
604.1 |
|
|
1.89 |
% |
5.25% senior notes due 2023
|
600.0 |
|
|
1.1 |
|
|
598.9 |
|
|
5.25 |
% |
5.75% senior notes due 2025
|
650.0 |
|
|
6.3 |
|
|
643.7 |
|
|
5.75 |
% |
Other Debt |
11.0 |
|
|
— |
|
|
11.0 |
|
|
|
Total Debt |
1,870.8 |
|
|
13.1 |
|
|
1,857.7 |
|
|
|
Less short-term and current portion of long-term debt |
608.6 |
|
|
1.1 |
|
|
607.5 |
|
|
|
Total long-term debt, net of current portion |
$ |
1,262.2 |
|
|
$ |
12.0 |
|
|
$ |
1,250.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2021 (in millions) |
Principal Amount |
|
Unamortized discount and debt issuance cost |
|
Net Debt |
|
Weighted average interest rate |
Senior secured revolving credit facility due 2026 |
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
— |
% |
Senior secured term loan due 2026 |
611.5 |
|
|
6.2 |
|
|
605.3 |
|
|
1.85 |
% |
5.25% senior notes due 2023
|
600.0 |
|
|
1.4 |
|
|
598.6 |
|
|
5.25 |
% |
5.75% senior notes due 2025
|
650.0 |
|
|
6.8 |
|
|
643.2 |
|
|
5.75 |
% |
Other Debt |
11.8 |
|
|
— |
|
|
11.8 |
|
|
|
Total Debt |
1,873.3 |
|
|
14.4 |
|
|
1,858.9 |
|
|
|
Less short-term and current portion of long-term debt |
8.6 |
|
|
— |
|
|
8.6 |
|
|
|
Total long-term debt, net of current portion |
$ |
1,864.7 |
|
|
$ |
14.4 |
|
|
$ |
1,850.3 |
|
|
|
As of March 31, 2022, we had no borrowings outstanding under
our Revolving Credit Facility, which had remaining availability of
$464.4 million.
The agreements governing our senior secured revolving credit
facility, our senior secured term loan, and the indentures and
credit agreements governing other debt contain a number of
customary financial and restrictive covenants that, among other
things, limit our ability to: consummate asset sales, incur
additional debt or liens, consolidate or merge with any entity or
transfer or sell all or substantially all of our assets, pay
dividends or make certain other restricted payments, make
investments, enter into transactions with affiliates, create
dividend or other payment restrictions with respect to
subsidiaries, make capital investments and alter the business we
conduct. As of March 31, 2022, we were in compliance with all
covenants.
The estimated fair value of Avient’s debt instruments at
March 31, 2022 and December 31, 2021 was $1,881.3 million
and $1,917.7 million, respectively. The fair value of Avient’s debt
instruments was estimated using prevailing market interest rates on
debt with similar creditworthiness, terms and maturities and
represent Level 2 measurements within the fair value
hierarchy.
Note 9 — SEGMENT INFORMATION
Avient has three reportable segments: (1) Color, Additives and
Inks; (2) Specialty Engineered Materials; and (3) Distribution.
Operating income is the primary measure that is reported to our
chief operating decision maker (CODM) for purposes of allocating
resources to the segments and assessing their performance.
Operating income at the segment level does not include: corporate
general and administrative expenses that are not allocated to
segments; intersegment sales and profit eliminations; charges
related to specific strategic initiatives such as the consolidation
of operations; restructuring activities, including employee
separation costs resulting from personnel reduction programs, plant
closure and phase-in costs; executive separation agreements;
share-based compensation costs; asset impairments; environmental
remediation costs, along with related gains from insurance
recoveries, and other liabilities for facilities no longer owned or
closed in prior years; gains and losses on the divestiture of joint
ventures and equity investments; actuarial gains and losses
associated with our pension and other post-retirement benefit
plans; and certain other items that are not included in the measure
of segment profit or loss that is reported to and reviewed by our
CODM. These costs are included in Corporate and
eliminations.
Segment information for the three months ended March 31, 2022
and 2021 is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
March 31, 2022 |
|
Three Months Ended
March 31, 2021 |
(In millions) |
Sales to
External
Customers |
|
Total Sales |
|
Operating
Income |
|
Sales to
External
Customers |
|
Total Sales |
|
Operating
Income |
Color, Additives and Inks |
$ |
648.0 |
|
|
$ |
649.5 |
|
|
$ |
94.5 |
|
|
$ |
607.9 |
|
|
$ |
609.3 |
|
|
$ |
88.8 |
|
Specialty Engineered Materials |
223.3 |
|
|
244.7 |
|
|
39.7 |
|
|
195.8 |
|
|
216.5 |
|
|
34.2 |
|
Distribution |
422.5 |
|
|
432.9 |
|
|
24.2 |
|
|
354.9 |
|
|
362.7 |
|
|
24.0 |
|
Corporate and eliminations |
— |
|
|
(33.3) |
|
|
(29.8) |
|
|
3.7 |
|
|
(26.2) |
|
|
(26.6) |
|
Total |
$ |
1,293.8 |
|
|
$ |
1,293.8 |
|
|
$ |
128.6 |
|
|
$ |
1,162.3 |
|
|
$ |
1,162.3 |
|
|
$ |
120.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Assets |
(In millions) |
As of March 31, 2022 |
|
As of December 31, 2021 |
Color, Additives and Inks |
$ |
3,021.0 |
|
|
$ |
2,965.2 |
|
Specialty Engineered Materials |
783.8 |
|
|
771.0 |
|
Distribution |
397.4 |
|
|
384.9 |
|
Corporate and eliminations |
844.8 |
|
|
876.1 |
|
|
|
|
|
Total assets |
$ |
5,047.0 |
|
|
$ |
4,997.2 |
|
Note 10 — COMMITMENTS AND CONTINGENCIES
We have been notified by federal and state environmental agencies
and by private parties that we may be a potentially responsible
party (PRP) in connection with the environmental investigation and
remediation of certain sites. While government agencies frequently
assert that PRPs are jointly and severally liable at these sites,
in our experience, the interim and final allocations of liability
costs are generally made based on the relative contribution of
waste. We may also initiate corrective and preventive environmental
projects of our own to ensure safe and lawful activities at our
operations. We believe that compliance with current governmental
regulations at all levels will not have a material adverse effect
on our financial position, results of operations or cash
flows.
In September 2007, the United States District Court for the Western
District of Kentucky (Court) in the case of
Westlake Vinyls, Inc. v. Goodrich Corporation, et
al.,
held that Avient must pay the remediation costs at the former
Goodrich Corporation Calvert City facility (now largely owned and
operated by Westlake Vinyls, Inc. (Westlake Vinyls)), together with
certain defense costs of Goodrich Corporation. The rulings also
provided that Avient can seek indemnification for contamination
attributable to Westlake Vinyls.
Following the rulings, the parties to the litigation agreed to
settle all claims regarding past environmental costs incurred at
the site. The settlement agreement provides a mechanism to pursue
allocation of future remediation costs at the Calvert City site to
Westlake Vinyls. We will adjust our accrual, in the future,
consistent with any such future allocation of costs.
Additionally, we continue to pursue available insurance coverage
related to this matter and recognize gains as we receive
reimbursement.
The environmental obligation at the site arose as a result of an
agreement between The B.F. Goodrich Company (n/k/a Goodrich
Corporation) and our predecessor, The Geon Company, at the time of
the initial public offering in 1993. Under the agreement, The Geon
Company agreed to indemnify Goodrich Corporation for certain
environmental costs at the site. Neither Avient nor The Geon
Company ever operated the facility.
Since 2009, Avient, along with respondents Westlake Vinyls, and
Goodrich Corporation, has worked with the United States
Environmental Protection Agency (USEPA) to address contamination at
the site. The USEPA issued its Record of Decision (ROD) in
September 2018, selecting a remedy consistent with our accrual
assumptions. In April 2019, the respondents signed an
Administrative Settlement Agreement and Order on Consent with the
USEPA to conduct the remedial design actions at the site. In
February 2020, the respondents signed the agreed Consent Decree and
remedial action Work Plan, which received Federal Court approval in
January 2021. Our current reserve totals $110.7 million for this
matter.
During the three months ended March 31, 2022, Avient
recognized $2.0 million of expense related to environmental
remediation costs, compared to $0.5 million recognized during
the three months ended March 31, 2021.
During the three months ended March 31, 2022 and 2021, Avient
received $0.6 million and $4.5 million, respectively, of
insurance recoveries for previously incurred environmental costs.
These expenses and insurance recoveries are included within
Cost of sales
within our Condensed Consolidated Statements of
Income.
Our Condensed Consolidated Balance Sheets include accruals totaling
$122.5 million and $124.5 million as of March 31, 2022
and
December 31, 2021, respectively, based on our estimates of
probable future environmental expenditures relating to previously
contaminated sites. These undiscounted amounts are included
in
Accrued expenses and other current liabilities
and
Other non-current liabilities
on the accompanying Condensed Consolidated Balance Sheets. The
accruals represent our best estimate of probable future costs that
we can reasonably estimate, based upon currently available
information and technology and our view of the most likely remedy.
Depending upon the results of future testing, completion and
results of remedial investigation and feasibility studies, the
ultimate remediation alternatives undertaken, changes in
regulations, technology development, new information, newly
discovered conditions and other factors, it is reasonably possible
that we could incur additional costs in excess of the amount
accrued at March 31, 2022. However, such additional costs, if
any, cannot be currently estimated.
Avient is subject to a broad range of claims, administrative and
legal proceedings such as lawsuits that relate to contractual
allegations, tax audits, product claims, personal injuries, and
employment related matters. Although it is not possible to predict
with certainty the outcome or cost of these matters, the Company
believes our current reserves are appropriate and these matters
will not have a material adverse effect on the condensed
consolidated financial statements.
Note 11 — DERIVATIVES AND HEDGING
We are exposed to market risks, such as changes in foreign currency
exchange rates and interest rates. To manage the volatility related
to these exposures we may enter into various derivative
transactions. We formally assess, designate and document, as a
hedge of an underlying exposure, the qualifying derivative
instrument that will be accounted for as an accounting hedge at
inception. Additionally, we assess both at inception and at least
quarterly thereafter, whether the financial instruments used in the
hedging transaction are effective at offsetting changes in either
the fair values or cash flows of the underlying exposures. In
accordance with ASU 2017-12,
Derivatives and Hedging (Topic 815): Targeted Improvements to
Accounting for Hedging Activities
(ASU 2017-12), that ongoing assessment will be done qualitatively
for highly effective relationships.
Net Investment Hedge
During October and December 2018, as a means of mitigating the
impact of currency fluctuations on our euro investments in foreign
entities, we executed a total of six cross currency swaps, in which
we will pay fixed-rate interest in euros and receive fixed-rate
interest in U.S. dollars with a combined notional amount of
250.0 million euros and which mature in March 2023. In August
and September 2020, we executed an additional five cross currency
swaps, which were structured similarly to those executed in 2018.
These swaps had a combined notional amount of 677.0 million
euros, which were set to mature in May 2025. In September 2021, we
executed five cross currency swap transactions that extended the
length of the 2020 swaps agreements through 2028. Additionally, we
entered into three new cross currency swaps with a combined
notional amount of 338.7 million euros that also mature in
2028. These effectively convert a portion of our U.S. dollar
denominated fixed-rate debt to euro denominated fixed-rate debt.
Included in
Interest expense, net
within the Condensed Consolidated Statements of Income are a gain
of $5.6 million and $3.5 million for the three months ended
March 31, 2022 and 2021, respectively. These gains were
recognized within
Interest expense, net
within the Condensed Consolidated Statements of
Income.
We designated the cross currency swaps as net investment hedges of
our net investment in our European operations under ASU 2017-12 and
applied the spot method to these hedges. The changes in fair value
of the derivative instruments that are designated and qualify as
hedges of net investments in foreign operations are recognized
within Accumulated
Other Comprehensive Income
(AOCI) to offset the changes in the values of the net investment
being hedged. Gains of $6.8 million and $22.9 million, net of tax,
were recognized within translation adjustments in AOCI for the
three months ended March 31, 2022 and 2021,
respectively.
Derivatives Designated as Cash Flow Hedging
Instruments
In August 2018, we entered into two interest rate swaps with a
combined notional amount of $150.0 million to manage the
variability of cash flows in the interest rate payments associated
with our existing LIBOR-based interest payments, effectively
converting $150.0 million of our floating rate debt to a fixed
rate. We began to receive floating rate interest payments based
upon one-month U.S. dollar LIBOR and in return are obligated to pay
interest at a fixed rate of 2.732% until November 2022. We have
designated these interest rate swap contracts as cash flow hedges
pursuant to ASC Topic 815,
Derivatives and Hedging.
The net interest payments accrued each month for these highly
effective hedges are reflected in net income as adjustments of
interest expense and the remaining change in the fair
value of the derivatives is recorded as a component of AOCI. The
amount of expense recognized within
Interest expense, net
in our Condensed Consolidated Statements of Income was $1.0 million
for each of the three months ended March 31, 2022 and 2021.
Gains of $1.3 million and $0.8 million, net of tax, were recognized
in AOCI for the three months ended March 31, 2022 and 2021,
respectively.
All of our derivative assets and liabilities measured at fair value
are classified as Level 2 within the fair value hierarchy. We
determine the fair value of our derivatives based on valuation
methods, which project future cash flows and discount the future
amounts present value using market based observable inputs,
including interest rate curves and foreign currency
rates.
The fair value of derivative financial instruments recognized in
the Condensed Consolidated Balance Sheets is as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In millions) |
Balance Sheet Location |
|
As of
March 31, 2022
|
|
As of December 31, 2021
|
Assets |
|
|
|
|
|
Cross Currency Swaps (Net Investment Hedge) |
Other current assets |
|
$ |
17.0 |
|
|
$ |
— |
|
Cross Currency Swaps (Net Investment Hedge)
|
Other non-current assets |
|
24.5 |
|
31.7 |
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
Interest Rate Swaps (Cash Flow Hedge)
|
Other current liabilities |
|
1.3 |
|
3.1 |
|
|
|
|
|
|
Note 12 — SUBSEQUENT EVENTS
On April 19, 2022, we entered into a signing protocol (the Signing
Protocol) with Koninklijke DSM N.V., a public limited liability
company incorporated under the laws of the Netherlands (DSM).
Pursuant to the terms of the Signing Protocol, after completion of
the consultation process with the relevant Dutch works council,
Avient and DSM will enter into a Sale and Purchase Agreement (the
Purchase Agreement) pursuant to which we will, among other things,
acquire from DSM (a) all of the equity of DSM Protective Materials
International B.V., a private limited liability company organized
under the laws of the Netherlands, DSM Protective Materials B.V., a
private limited liability company organized under the laws of the
Netherlands, and DSM Protective Materials LLC, a Delaware limited
liability company, and (b) certain other assets related to DSM's
protective materials business (including the Dyneema© Brand) (such
equity and assets together, the Dyneema Business) (such acquisition
of the Dyneema Business, the Dyneema Acquisition).
Pursuant to the terms of the Purchase Agreement, we have agreed to
acquire the Dyneema Business for an aggregate purchase price of
€1.38 billion, subject to certain customary adjustments for a
European “locked box” transaction (the Purchase Price). Certain
Purchase Price payments are Euro-denominated and are subject to
change based on fluctuations in the Euro-USD exchange rate. In
addition to the consultation process with the Dutch works council,
the closing of the Dyneema Acquisition will be subject to the
satisfaction or waiver of customary and other conditions, including
the receipt of required regulatory approvals.
In connection with the Dyneema Acquisition, on April 19, 2022, we
entered into a Commitment Letter with Morgan Stanley Senior
Funding, Inc. and J.P. Morgan (the Commitment Parties), pursuant to
which the Commitment Parties will commit to providing us with a
senior secured term loan facility and a senior unsecured bridge
loan (the Bridge Facility) for an aggregated $1.54 billion for
the purpose of funding the Dyneema Acquisition. The commitment is
subject to various conditions, including the execution of
definitive documentation and other customary closing conditions. We
currently intend to issue new senior unsecured notes in lieu of
borrowing under the Bridge Facility.
On April 20, 2022, we executed additional cross currency swaps,
pursuant to which we will pay fixed-rate interest in euros and
receive fixed-rate interest in U.S. dollars with a combined
notional amount of €900 million, which mature in April 2028.
Additionally, we entered into foreign currency forward contracts
with an aggregate notional amount of €350 million, which are
scheduled to mature within one year.
In conjunction with our intent to acquire the Dyneema Business, we
plan to explore a potential sale of our Distribution
business.
ITEM 2.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Our Business
We are a premier provider of specialized and sustainable material
solutions that transform customer challenges into opportunities,
bringing new products to life for a better world. Our products
include specialty engineered materials, advanced composites, color
and additive systems and polymer distribution. We are also a highly
specialized developer and manufacturer of performance enhancing
additives, liquid colorants, and fluoropolymer and silicone
colorants. Headquartered in Avon Lake, Ohio, we have employees at
sales, manufacturing and distribution facilities across the globe.
We provide value to our customers through our ability to link our
knowledge of polymers and formulation technology with our
manufacturing and supply chain capabilities to provide value-added
solutions to designers, assemblers and processors of plastics. When
used in this Quarterly Report on Form 10-Q, the terms “we,” “us,”
“our,” “Avient” and the “Company” mean Avient Corporation, formerly
known as PolyOne Corporation, and its consolidated
subsidiaries.
Highlights and Executive Summary
A summary of Avient’s sales, operating income, net income and net
income attributable to Avient common shareholders
follows:
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Three Months Ended
March 31, |
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|
(In millions) |
2022 |
|
2021 |
|
|
|
|
Sales |
$ |
1,293.8 |
|
|
$ |
1,162.3 |
|
|
|
|
|
Operating income |
128.6 |
|
|
120.4 |
|
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|
|
|
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Net income |
$ |
84.5 |
|
|
$ |
79.7 |
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|
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|
|
Net income attributable to Avient common shareholders |
$ |
84.2 |
|
|
$ |
79.3 |
|
|
|
|
|
Trends and Developments
COVID-19
We have continued to closely monitor the impact of the COVID-19
pandemic on all aspects of our business, including how it has
impacted our employees, customers, supply chain and distribution
network. Although we are unable to predict the ultimate impact of
the COVID-19 outbreak at this time, the pandemic has in the past
adversely affected, and could in the future adversely affect our
business. While we concluded there were no indicators of impairment
as of March 31, 2022, any significant sustained adverse change in
financial results or macroeconomic conditions could result in
future impairments of long-lived assets. The extent to which our
operations may continue to be impacted by the COVID-19 pandemic
will depend largely on future developments, which are highly
uncertain and cannot be accurately predicted, including new
information which may emerge concerning the severity of the
outbreak and actions by government authorities to contain the
outbreak or treat its impact.
Magna Colours Acquisition
On July 1, 2021, the Company completed its acquisition of Magna
Colours, a market leader in sustainable, water-based inks
technology for the textile screen printing industry, for the
purchase price of $47.6 million, net of cash acquired. The
results of the Magna Colours business are reported in the Color,
Additives and Inks segment. The preliminary purchase price
allocation resulted in intangible assets of $27.5 million and
goodwill of $22.0 million, partially offset by net liabilities
assumed. Goodwill is not deductible for tax purposes. The
intangible assets that have been acquired are being amortized over
a period of 10 to 20 years.
Dyneema Acquisition
On April 19, 2022, we entered into a signing protocol (the Signing
Protocol) with Koninklijke DSM N.V., a public limited liability
company incorporated under the laws of the Netherlands (DSM).
Pursuant to the terms of the Signing Protocol, after completion of
the consultation process with the relevant Dutch works council,
Avient and DSM will enter into a Sale and Purchase Agreement (the
Purchase Agreement) pursuant to which we will, among other things,
acquire from DSM (a) all of the equity of DSM Protective Materials
International B.V., a private limited liability company organized
under the laws of the Netherlands, DSM Protective Materials B.V., a
private limited liability company organized under the laws of the
Netherlands, and DSM Protective Materials LLC, a Delaware limited
liability company, and (b) certain other assets related to DSM's
protective materials business (including the
Dyneema© Brand) (such equity and assets together, the Dyneema
Business) (such acquisition of the Dyneema Business, the Dyneema
Acquisition).
Pursuant to the terms of the Purchase Agreement, we have agreed to
acquire the Dyneema Business for an aggregate purchase price of
€1.38 billion, subject to certain customary adjustments for a
European “locked box” transaction (the Purchase Price). Certain
Purchase Price payments are Euro-denominated and are subject to
change based on fluctuations in the Euro-USD exchange rate. In
addition to the consultation process with the Dutch works council,
the closing of the Dyneema Acquisition will be subject to the
satisfaction or waiver of customary and other conditions, including
the receipt of required regulatory approvals.
In conjunction with our intent to acquire the Dyneema Business, we
plan to explore a potential sale of our Distribution
business.
Results of Operations —
The three months ended March 31, 2022 compared to three months
ended March 31, 2021:
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Three Months Ended March 31, |
|
Variances — Favorable (Unfavorable) |
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|
(Dollars in millions, except per share data) |
2022 |
|
2021 |
|
Change |
|
%
Change |
|
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|
|
|
|
|
|
Sales |
$ |
1,293.8 |
|
|
$ |
1,162.3 |
|
|
$ |
131.5 |
|
|
11.3 |
% |
|
|
|
|
|
|
|
|
Cost of sales |
1,000.1 |
|
|
859.9 |
|
|
(140.2) |
|
|
(16.3) |
% |
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|
|
|
|
|
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|
Gross margin |
293.7 |
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|
302.4 |
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|
(8.7) |
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|
(2.9) |
% |
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|
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Selling and administrative expense |
165.1 |
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|
182.0 |
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|
16.9 |
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|
9.3 |
% |
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Operating income |
128.6 |
|
|
120.4 |
|
|
8.2 |
|
|
6.8 |
% |
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|
|
|
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|
Interest expense, net |
(16.9) |
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|
(19.3) |
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|
2.4 |
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|
12.4 |
% |
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Other (expense) income, net |
(0.6) |
|
|
1.5 |
|
|
(2.1) |
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|
nm |
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|
Income before income taxes |
111.1 |
|
|
102.6 |
|
|
8.5 |
|
|
8.3 |
% |
|
|
|
|
|
|
|
|
Income tax expense |
(26.6) |
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|
(22.9) |
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|
(3.7) |
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|
(16.2) |
% |
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|
Net income |
84.5 |
|
|
79.7 |
|
|
4.8 |
|
|
6.0 |
% |
|
|
|
|
|
|
|
|
Net income attributable to noncontrolling interests |
(0.3) |
|
|
(0.4) |
|
|
0.1 |
|
|
nm |
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|
Net income attributable to Avient common shareholders |
$ |
84.2 |
|
|
$ |
79.3 |
|
|
$ |
4.9 |
|
|
6.2 |
% |
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|
Earnings per share attributable to Avient common shareholders -
Basic |
$ |
0.92 |
|
|
$ |
0.87 |
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|
Earnings (loss) per share attributable to Avient common
shareholders - Diluted |
$ |
0.91 |
|
|
$ |
0.86 |
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nm - not meaningful
Sales
Sales increased $131.5 million in the three months ended March
31, 2022 compared to the three months ended March 31, 2021 as
a result of price increases associated with raw material inflation,
growth in the healthcare and consumer end market and certain
composite applications. These increases offset demand conditions in
China as a result of the recent COVID lockdowns and in Europe as a
result of the ongoing war in Ukraine, as well as weaker foreign
exchange rates primarily from the Euro.
Cost of sales
As a percent of sales, cost of sales increased from 74.0% to 77.3%
in the three months ended March 31, 2021 to March 31,
2022, primarily as a result of raw material inflation, higher wages
and logistics costs, and lower insurance recoveries on previously
incurred environmental remediation costs.
Selling and administrative expense
Selling and administrative expense decreased $16.9 million during
the three months ended March 31, 2022 compared to the three
months ended March 31, 2021, driven primarily by weaker
foreign exchange and lower incentive accruals.
Interest expense, net
Interest expense, net decreased $2.4 million in the three months
ended March 31, 2022 compared to the three months ended
March 31, 2021 due to additional cross currency swaps entered
into in 2021 (See Note 11,
Derivatives and Hedging
for details).
Income taxes
During the three months ended March 31, 2022, the Company’s
effective tax rate was 23.9% versus 22.3% for the three months
ended March 31, 2021. The income tax rate increase is
primarily due to the higher tax effects of state income taxes,
GILTI tax and less of a favorable foreign tax rate
differential.
SEGMENT INFORMATION
Avient has three reportable segments: (1) Color, Additives and
Inks; (2) Specialty Engineered Materials; and (3) Distribution.
Operating income is the primary measure that is reported to our
chief operating decision maker (CODM) for purposes of allocating
resources to the segments and assessing their performance.
Operating income at the segment level does not include: corporate
general and administrative expenses that are not allocated to
segments; intersegment sales and profit eliminations; charges
related to specific strategic initiatives such as the consolidation
of operations; restructuring activities, including employee
separation costs resulting from personnel reduction programs, plant
closure and phase-in costs; executive separation agreements;
share-based compensation costs; asset impairments; environmental
remediation costs, along with related gains from insurance
recoveries, and other liabilities for facilities no longer owned or
closed in prior years; gains and losses on the divestiture of joint
ventures and equity investments; actuarial gains and losses
associated with our pension and other post-retirement benefit
plans; and certain other items that are not included in the measure
of segment profit or loss that is reported to and reviewed by our
CODM. These costs are included in Corporate and
eliminations.
Sales and Operating Income —
The three months ended March 31, 2022 compared to the three
months ended March 31, 2021:
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|
Three Months Ended March 31, |
|
Variances — Favorable
(Unfavorable) |
|
|
|
|
(Dollars in millions) |
2022 |
|
2021 |
|
Change |
|
% Change |
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Sales: |
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|
Color, Additives and Inks |
$ |
649.5 |
|
|
$ |
609.3 |
|
|
$ |
40.2 |
|
|
6.6 |
% |
|
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|
|
|
|
|
|
Specialty Engineered Materials
|
244.7 |
|
|
216.5 |
|
|
28.2 |
|
|
13.0 |
% |
|
|
|
|
|
|
|
|
Distribution |
432.9 |
|
|
362.7 |
|
|
70.2 |
|
|
19.4 |
% |
|
|
|
|
|
|
|
|
Corporate and eliminations |
(33.3) |
|
|
(26.2) |
|
|
(7.1) |
|
|
(27.1) |
% |
|
|
|
|
|
|
|
|
Total Sales |
$ |
1,293.8 |
|
|
$ |
1,162.3 |
|
|
$ |
131.5 |
|
|
11.3 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Color, Additives and Inks |
$ |
94.5 |
|
|
$ |
88.8 |
|
|
$ |
5.7 |
|
|
6.4 |
% |
|
|
|
|
|
|
|
|
Specialty Engineered Materials
|
39.7 |
|
|
34.2 |
|
|
5.5 |
|
|
16.1 |
% |
|
|
|
|
|
|
|
|
Distribution |
24.2 |
|
|
24.0 |
|
|
0.2 |
|
|
0.8 |
% |
|
|
|
|
|
|
|
|
Corporate and eliminations |
(29.8) |
|
|
(26.6) |
|
|
(3.2) |
|
|
(12.0) |
% |
|
|
|
|
|
|
|
|
Total Operating Income |
$ |
128.6 |
|
|
$ |
120.4 |
|
|
$ |
8.2 |
|
|
6.8 |
% |
|
|
|
|
|
|
|
|
|
|
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|
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|
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|
|
Operating income as a percentage of sales: |
|
|
|
|
|
|
|
|
|
|
Color, Additives and Inks |
14.5 |
% |
|
14.6 |
% |
|
(0.1) |
|
|
% points |
|
|
|
|
|
|
|
|
Specialty Engineered Materials
|
16.2 |
% |
|
15.8 |
% |
|
0.4 |
|
|
% points |
|
|
|
|
|
|
|
|
Distribution |
5.6 |
% |
|
6.6 |
% |
|
(1.0) |
|
|
% points |
|
|
|
|
|
|
|
|
Total
|
9.9 |
% |
|
10.4 |
% |
|
(0.5) |
|
|
% points |
|
|
|
|
|
|
|
|
Color, Additives and Inks
Sales increased $40.2 million in the three months ended
March 31, 2022 compared to the three months ended
March 31, 2021 due to higher selling prices across all regions
and end markets. Demand conditions in the Americas remained strong,
particularly in healthcare, which was offset by slowdowns in China
as a result of the recent COVID lockdowns and in Europe as a result
of the ongoing war in Ukraine.
Operating income increased $5.7 million in the three months ended
March 31, 2022 compared to the three months ended
March 31, 2021 due to aforementioned price increases
associated with raw material inflation, lower selling, general, and
administrative expenses driven by synergies from prior acquisitions
and lower incentives. These benefits were partially offset by
weaker foreign exchange rates, wage inflation, higher supply chain
costs, and demand conditions in China and Europe.
Specialty Engineered Materials
Sales increased $28.2 million in the three months ended
March 31, 2022 compared to the three months ended
March 31, 2021 due to higher selling prices across all regions
and end markets. Gains in the healthcare end market and growth in
certain composite applications more than offset lower demand in
China and transportation applications.
Operating income increased $5.5 million in the three months ended
March 31, 2022 as compared to the three months ended
March 31, 2021 due to aforementioned sales increases. These
benefits were partially offset by wage inflation and higher supply
chain costs.
Distribution
Sales increased $70.2 million in the three months ended
March 31, 2022 as compared to the three months ended
March 31, 2021, driven by increased average selling prices
which offset lower demand.
Operating income in the three months ended March 31, 2022 was
flat compared to the three months ended March 31, 2021 as
margins were slightly compressed from higher cost
inventory.
Corporate and Eliminations
Costs increased $3.2 million, or 12%, in the three months ended
March 31, 2022 as compared to the three months ended
March 31, 2021 due to higher environmental remediation costs
and lower insurance recoveries on previously incurred environmental
costs.
Liquidity and Capital Resources
Our objective is to finance our business through operating cash
flow and an appropriate mix of debt and equity. By laddering the
maturity structure, we avoid concentrations of debt maturities,
reducing liquidity risk. We may from time to time seek to retire or
purchase our outstanding debt with cash and/or exchanges for equity
securities, in open market purchases, privately negotiated
transactions or otherwise. We may also seek to repurchase our
outstanding common shares. Such repurchases, if any, will depend on
prevailing market conditions, our liquidity requirements,
contractual restrictions and other factors. The amounts involved
have been and may continue to be material.
The following table summarizes our liquidity as of March 31,
2022 and December 31, 2021:
|
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|
|
|
|
|
|
|
|
|
(In millions) |
As of March 31, 2022 |
|
As of December 31, 2021 |
Cash and cash equivalents |
$ |
562.6 |
|
|
$ |
601.2 |
|
Revolving credit availability |
464.4 |
|
|
485.5 |
|
Liquidity |
$ |
1,027.0 |
|
|
$ |
1,086.7 |
|
As of March 31, 2022, approximately 66% of the Company’s cash
and cash equivalents resided outside the United
States.
In connection with the Dyneema Acquisition, on April 19, 2022, we
entered into a Commitment Letter with Morgan Stanley Senior
Funding, Inc. and J.P. Morgan (the Commitment Parties), pursuant to
which the Commitment Parties will commit to providing us with a
$640.0 million senior secured term loan facility and a $900.0
million senior unsecured bridge loan (the Bridge Facility) for
purposes of funding the Dyneema Acquisition. The commitment is
subject to various conditions, including the execution of
definitive documentation and other customary closing conditions. We
currently intend to issue new senior unsecured notes in lieu of
borrowing under the Bridge Facility.
Expected sources of cash needed to satisfy cash requirements for
the remainder of 2022 outside of the Dyneema Acquisition include
our cash on hand, cash from operations and available liquidity
under our revolving credit facility, if needed. Outside of the
Dyneema Acquisition, expected uses of cash for the remainder of
2022 include interest payments, cash taxes, dividend payments,
share repurchases, environmental remediation costs, capital
expenditures, and debt repayment.
Cash Flows
The following describes the significant components of cash flows
from operating, investing and financing activities for the three
months ended March 31, 2022 and 2021.
Operating Activities
—
In the three months ended March 31, 2022, net cash provided by
operating activities was $18.9 million as compared to $3.6
million for the three months ended March 31, 2021, driven by
increased earnings in 2022 and lower comparative investment in
working capital.
Investing Activities
—
Net cash used by investing activities during the three months ended
March 31, 2022 of $13.3 million reflects capital
expenditures.
Net cash used by investing activities during the three months ended
March 31, 2021 of $18.5 million primarily reflects capital
expenditures of $16.5 million.
Financing Activities
—
Net cash used by financing activities for the three months ended
March 31, 2022 of $43.8 million primarily reflects $21.7
million of dividends paid, repayment of debt of $2.4 million,
repurchases of our outstanding common shares of $15.8 million, and
the payment of withholding tax on share awards of
$3.9 million.
Net cash provided by financing activities for the three months
ended March 31, 2021 of $29.1 million primarily reflects $19.5
million of dividends paid, repurchases of our outstanding common
shares of $4.2 million, and the payment of withholding tax on share
awards of $3.1 million.
Debt
As of March 31, 2022, our principal amount of debt totaled
$1,870.8 million. Aggregate maturities of the principal amount
of debt for the current year, next four years and thereafter, are
as follows:
|
|
|
|
|
|
|
|
|
(In millions) |
|
|
2022 |
|
$ |
6.0 |
|
2023 |
|
608.6 |
|
2024 |
|
8.6 |
|
2025 |
|
658.7 |
|
2026 |
|
6.9 |
|
Thereafter |
|
582.0 |
|
Aggregate maturities |
|
$ |
1,870.8 |
|
As of March 31, 2022, we were in compliance with all financial
and restrictive covenants pertaining to our debt. For additional
information regarding our debt, please see Note 8,
Financing Arrangements
to the accompanying condensed consolidated financial
statements.
Derivatives and Hedging
We are exposed to market risks, such as changes in foreign currency
exchange rates and interest rates. To manage the volatility related
to these exposures we may enter into various derivative
transactions. For additional information regarding our derivative
instruments, please see Note 11,
Derivatives and Hedging
and
Note 12,
Subsequent Events
to the accompanying condensed consolidated financial
statements.
Material Cash Requirements
We have future obligations under various contracts relating to debt
and interest payments, operating leases, pension and
post-retirement benefit plans and purchase obligations. During the
three months ended March 31, 2022, there were no material
changes to these obligations as reported in our Annual Report on
Form 10-K for the year ended December 31,
2021.
CAUTIONARY NOTE ON FORWARD-LOOKING STATEMENTS
In this Quarterly Report on Form 10-Q, statements that are not
reported financial results or other historical information are
“forward-looking statements” within the meaning of the Private
Securities Litigation Reform Act of 1995. Forward-looking
statements give current expectations or forecasts of future events
and are not guarantees of future performance. They are based on
management’s expectations that involve a number of business risks
and uncertainties, any of which could cause actual results to
differ materially from those expressed in or implied by the
forward-looking statements. You can identify these statements by
the fact that they do not relate strictly to historic or current
facts. They use words such as "will," “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 condition, performance and/or sales.
In particular, these include statements relating to future actions;
prospective changes in raw material costs, product pricing or
product demand; future performance; estimated capital expenditures;
results of current and anticipated market conditions and market
strategies; sales efforts; expenses; the outcome of contingencies
such as legal proceedings and environmental liabilities; and
financial results. Factors that could cause actual results to
differ materially from those implied by these forward-looking
statements include, but are not limited to:
•disruptions,
uncertainty or volatility in the credit markets that could
adversely impact the availability of credit already arranged and
the availability and cost of credit in the future;
•the
effect on foreign operations of currency fluctuations, tariffs and
other political, economic and regulatory risks;
•the
current and potential future impact of the COVID-19 pandemic on our
business, results of operations, financial position or cash flows,
including without limitation, any supply chain and logistics
issues;
•changes
in polymer consumption growth rates and laws and regulations
regarding plastics in jurisdictions where we conduct
business;
•fluctuations
in raw material prices, quality and supply, and in energy prices
and supply;
•production
outages or material costs associated with scheduled or unscheduled
maintenance programs;
•unanticipated
developments that could occur with respect to contingencies such as
litigation and environmental matters;
•our
ability to pay regular quarterly cash dividends and the amounts and
timing of any future dividends;
•information
systems failures and cyberattacks;
•amounts
for cash and non-cash charges related to restructuring plans that
may differ from original estimates, including because of timing
changes associated with the underlying actions;
•any
material adverse changes in the Dyneema Business;
•our
ability to achieve the strategic and other objectives relating to
the Dyneema Acquisition, including any expected synergies, and the
possible sale of the Distribution business segment;
and
•other
factors described in our Annual Report on Form 10-K for the year
ended December 31, 2021 under Item 1A, “Risk
Factors.”
We cannot guarantee that any forward-looking statement will be
realized, although we believe we have been prudent in our plans and
assumptions. Achievement of future results is subject to risks,
uncertainties and assumptions. Should known or unknown risks or
uncertainties materialize, or should underlying assumptions prove
inaccurate, actual results could vary materially from those
anticipated, estimated or projected. Investors should bear this in
mind as they consider forward-looking statements. We undertake no
obligation to publicly update forward-looking statements, whether
as a result of new information, future events or otherwise, except
as otherwise required by law. You are advised, however, to consult
any further disclosures we make on related subjects in our reports
on Forms 10-Q, 8-K and 10-K filed with the Securities and
Exchange Commission. You should understand that it is not possible
to predict or identify all risk factors. Consequently, you should
not consider any such list to be a complete set of all potential
risks or uncertainties.
ITEM 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK
There have been no material changes to exposures to market risk as
reported in our Annual Report on Form 10-K for the year ended
December 31, 2021.
ITEM 4.
CONTROLS AND PROCEDURES
Disclosure controls and procedures
Avient’s management, under the supervision of and with the
participation of its Chief Executive Officer and its Chief
Financial Officer, has evaluated the effectiveness of the design
and operation of Avient’s disclosure controls and procedures, as
defined in Rules 13a-15(e) and 15d-15(e) under the Securities
Exchange Act of 1934, as of the end of the period covered by this
Quarterly Report. Based upon this evaluation, Avient’s Chief
Executive Officer and Chief Financial Officer have concluded that,
as of the end of the period covered by this Quarterly Report, its
disclosure controls and procedures were effective.
Changes in internal control over financial reporting
There were no changes in Avient’s internal control over financial
reporting during the quarter ended March 31, 2022 that
materially affected, or are reasonably likely to materially affect,
its internal control over financial reporting.
PART II — OTHER INFORMATION
ITEM 1. LEGAL
PROCEEDINGS
Information regarding certain legal proceedings can be found in
Note 10,
Commitments and Contingencies
to the accompanying condensed consolidated financial statements and
is incorporated by reference herein.
ITEM 1A. RISK
FACTORS
The disclosure below modifies the risk factors previously disclosed
in our Annual Report on Form 10-K for the fiscal year ended
December 31, 2021. These risks, along with those previously
disclosed, could adversely affect our business, results of
operations, financial position or cash flows.
Dyneema Acquisition Risks
The Dyneema Acquisition may not occur at all or may not occur in
the expected time frame, which may negatively impact our share
price.
On April 19, 2022, we entered into the Signing Protocol with DSM,
pursuant to which we will enter into the Purchase Agreement and,
subject to the satisfaction or waiver of specified conditions, we
will acquire the Dyneema Business. The consummation of the Dyneema
Acquisition is not assured. The Dyneema Acquisition is subject to
risks and uncertainties, including the risks that the necessary
regulatory approvals will not be obtained, the risk that Avient may
be required to divest certain businesses or assets in connection
with the Dyneema Acquisition, or that other closing conditions will
not be satisfied. We cannot predict whether and when such
conditions will be required or satisfied.
We may experience other difficulties integrating the Dyneema
Business.
There can be no assurance that we will successfully or
cost-effectively integrate the Dyneema Business. The failure to do
so could have an adverse effect on our business, financial
condition, results of operations and cash flow.
We will incur additional debt to complete the Dyneema Acquisition.
Our ability to generate cash to service this debt depends on many
factors beyond our control.
At March 31, 2022, we had total debt of approximately
$1,870.8 million. We expect to incur approximately
$1,390.0 million of debt to complete the Dyneema
Acquisition.
Our ability to make payments on our debt, fund our other liquidity
needs, and make planned capital expenditures will depend on our
ability to generate cash in the future. A significant portion of
our operations are conducted by our subsidiaries. Our cash flows
and our ability to service our indebtedness, including our ability
to pay the interest on and principal of our debt when due, may be
dependent upon cash dividends and other distributions or other
transfers from our subsidiaries. Our ability to generate cash, to a
certain extent, is subject to general economic, financial,
competitive, legislative, regulatory and other factors that are
beyond our control.
The degree to which we are currently leveraged and will be
leveraged following the consummation of the Dyneema Acquisition
could have important consequences for shareholders.
ITEM 2. UNREGISTERED
SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
The table below sets forth information regarding the repurchase of
shares of our common shares during the period
indicated.
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Period |
Total Number of Shares Purchased |
|
Weighted Average Price Paid Per Share |
|
Total Number of Shares Purchased as Part of Publicly Announced
Program |
|
Maximum Number of Shares that May Yet be Purchased Under the
Program
(1)
|
January 1 to January 31 |
— |
|
|
$ |
— |
|
|
— |
|
|
5,757,472 |
|
February 1 to February 28 |
300,000 |
|
|
52.69 |
|
|
300,000 |
|
|
5,457,472 |
|
March 1 to March 31 |
— |
|
|
— |
|
|
— |
|
|
5,457,472 |
|
Total |
300,000 |
|
|
$ |
52.69 |
|
|
300,000 |
|
|
|
(1)
Our Board of Directors approved a common share repurchase program
authorizing Avient to purchase its common shares in August 2008,
which share repurchase authorization has been subsequently
increased from time to time. On December 9, 2020, we announced that
we would increase our share buyback by an additional 5 million
shares. As of March 31, 2022, approximately 5.5 million shares
remained available for purchase under these authorizations, which
have no expiration. Purchases of common shares may be made by open
market purchases or privately negotiated transactions and may be
made pursuant to Rule 10b5-1 plans and accelerated share
repurchases.
ITEM 6. EXHIBITS
EXHIBIT INDEX
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Exhibit No. |
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Exhibit Description |
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101.INS |
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Inline XBRL Instance Document |
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101.SCH |
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Inline XBRL Taxonomy Extension Schema Document |
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101.CAL |
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Inline XBRL Taxonomy Extension Calculation Linkbase
Document |
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101.DEF |
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Inline XBRL Taxonomy Extension Definition Linkbase
Document |
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101.LAB |
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Inline XBRL Taxonomy Extension Label Linkbase Document |
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101.PRE |
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Inline XBRL Taxonomy Extension Presentation Linkbase
Document |
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104 |
|
Cover Page Interactive Data File (formatted as Inline XBRL and
contained in Exhibit 101) |
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†
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Certain exhibits and schedules have been omitted pursuant to Item
601(a)(5) of Regulation S-K and will be provided to the Securities
and Exchange Commission upon request.
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** |
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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 thereunto duly
authorized.
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April 27, 2022 |
AVIENT CORPORATION |
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/s/ Jamie A. Beggs |
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Jamie A. Beggs
Senior Vice President and Chief Financial Officer |
Avient (NYSE:AVNT)
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