þ
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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41-1838504
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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1 Imation Way
Oakdale, Minnesota
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55128
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(Address of principal executive offices)
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(Zip Code)
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Large accelerated filer
o
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Accelerated filer
þ
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Non-accelerated filer
o
(Do not check if a smaller reporting company)
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Smaller reporting company
o
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PAGE
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EX-10.1
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EX-31.1
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EX-31.2
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EX-32.1
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EX-32.2
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Three Months Ended
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Six Months Ended
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||||||||||||
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June 30,
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June 30,
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||||||||||||
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2015
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2014
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2015
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2014
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||||||||
Net revenue
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$
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150.6
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|
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$
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178.6
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|
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$
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306.0
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$
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357.5
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Cost of goods sold
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121.6
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144.7
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243.0
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289.9
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||||
Gross profit
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29.0
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33.9
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63.0
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67.6
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||||
Operating expenses:
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||||||||
Selling, general and administrative
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38.6
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44.3
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79.6
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87.7
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||||
Research and development
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4.8
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4.5
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9.6
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8.8
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||||
Restructuring and other
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1.5
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5.2
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2.7
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7.3
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||||
Total
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44.9
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54.0
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91.9
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103.8
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||||
Operating loss from continuing operations
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(15.9
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)
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(20.1
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)
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(28.9
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)
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(36.2
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)
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||||
Other (income) expense:
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||||||||
Interest income
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(0.1
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)
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(0.1
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)
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(0.2
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)
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(0.2
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)
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||||
Interest expense
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0.6
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0.6
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1.2
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1.2
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||||
Other, net expense
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0.8
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0.8
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1.6
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1.0
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||||
Total
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1.3
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1.3
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2.6
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2.0
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||||
Loss from continuing operations before income taxes
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(17.2
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)
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(21.4
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)
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(31.5
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)
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(38.2
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)
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||||
Income tax provision (benefit)
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0.2
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(1.6
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)
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0.3
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(1.6
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)
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||||
Loss from continuing operations
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(17.4
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)
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(19.8
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)
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(31.8
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)
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(36.6
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)
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||||
Discontinued operations:
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||||||||
Loss on sale of discontinued businesses, net of income taxes
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—
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(1.2
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)
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—
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(1.7
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)
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||||
Loss from operations of discontinued businesses, net of income taxes
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—
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(0.4
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)
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—
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(0.6
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)
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||||
Loss from discontinued operations, net of income taxes
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—
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(1.6
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)
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—
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(2.3
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)
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||||
Net loss
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$
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(17.4
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)
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$
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(21.4
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)
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$
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(31.8
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)
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$
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(38.9
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)
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||||||||
Loss per common share — basic:
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|
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||||||||
Continuing operations
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$
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(0.42
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)
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$
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(0.48
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)
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$
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(0.77
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)
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$
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(0.89
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)
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Discontinued operations
|
|
—
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(0.04
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)
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—
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(0.06
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)
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||||
Net loss
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(0.42
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)
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(0.52
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)
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(0.77
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)
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(0.95
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)
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||||
Loss per common share — diluted:
|
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|
|
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|
|
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||||||||
Continuing operations
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$
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(0.42
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)
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$
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(0.48
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)
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$
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(0.77
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)
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$
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(0.89
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)
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Discontinued operations
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—
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(0.04
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)
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—
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(0.06
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)
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||||
Net loss
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(0.42
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)
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(0.52
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)
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(0.77
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)
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(0.95
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)
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||||
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||||||||
Weighted average shares outstanding — basic:
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41.1
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41.2
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41.1
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41.0
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||||
Weighted average shares outstanding — diluted:
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41.1
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41.2
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41.1
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41.0
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||||
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Three Months Ended
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Six Months Ended
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||||||||||||
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June 30,
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June 30,
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||||||||||||
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2015
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2014
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2015
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2014
|
||||||||
Net loss
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$
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(17.4
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)
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$
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(21.4
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)
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$
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(31.8
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)
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$
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(38.9
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)
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||||||||
Other comprehensive (loss) income, net of tax:
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||||||||
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||||||||
Net unrealized gains (losses) on derivative financial instruments:
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||||||||
Net holding gains (losses) arising during the period
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2.1
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|
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(0.5
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)
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3.1
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|
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(1.5
|
)
|
||||
Reclassification adjustment for net realized gains recorded in net loss
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(1.3
|
)
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(0.1
|
)
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(3.6
|
)
|
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(0.4
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)
|
||||
Total net unrealized gains (losses) on derivative financial instruments
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0.8
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|
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(0.6
|
)
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(0.5
|
)
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(1.9
|
)
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||||
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||||||||
Net pension adjustments:
|
|
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|
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||||||||
Liability adjustments for defined benefit plans
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—
|
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0.8
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|
|
—
|
|
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0.8
|
|
||||
Reclassification adjustment for defined benefit plans recorded in net loss
|
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0.2
|
|
|
0.8
|
|
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0.3
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|
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0.7
|
|
||||
Total net pension adjustments
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0.2
|
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1.6
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0.3
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1.5
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||||
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||||||||
Unrealized foreign currency translation gains (losses)
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1.1
|
|
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2.2
|
|
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(3.5
|
)
|
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(1.3
|
)
|
||||
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|
|
|
|
|
|
|
||||||||
Total other comprehensive income (loss), net of tax
|
|
2.1
|
|
|
3.2
|
|
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(3.7
|
)
|
|
(1.7
|
)
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Comprehensive loss
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|
$
|
(15.3
|
)
|
|
$
|
(18.2
|
)
|
|
$
|
(35.5
|
)
|
|
$
|
(40.6
|
)
|
|
|
June 30,
|
|
December 31,
|
||||
|
|
2015
|
|
2014
|
||||
Assets
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
89.8
|
|
|
$
|
114.6
|
|
Accounts receivable, net
|
|
103.1
|
|
|
134.4
|
|
||
Inventories
|
|
59.5
|
|
|
57.7
|
|
||
Other current assets
|
|
22.8
|
|
|
32.7
|
|
||
Total current assets
|
|
275.2
|
|
|
339.4
|
|
||
Property, plant and equipment, net
|
|
42.4
|
|
|
45.0
|
|
||
Intangible assets, net
|
|
51.6
|
|
|
57.9
|
|
||
Goodwill
|
|
36.1
|
|
|
36.1
|
|
||
Other assets
|
|
18.2
|
|
|
20.8
|
|
||
Total assets
|
|
$
|
423.5
|
|
|
$
|
499.2
|
|
Liabilities and Shareholders’ Equity
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Accounts payable
|
|
$
|
78.0
|
|
|
$
|
95.5
|
|
Short-term debt
|
|
19.6
|
|
|
18.9
|
|
||
Other current liabilities
|
|
79.9
|
|
|
98.2
|
|
||
Total current liabilities
|
|
177.5
|
|
|
212.6
|
|
||
Other liabilities
|
|
41.6
|
|
|
45.8
|
|
||
Total liabilities
|
|
219.1
|
|
|
258.4
|
|
||
Commitments and contingencies (Note 15)
|
|
|
|
|
|
|
||
Shareholders’ equity:
|
|
|
|
|
||||
Preferred stock, $.01 par value, authorized 25 million shares, none issued and outstanding
|
|
—
|
|
|
—
|
|
||
Common stock, $.01 par value, authorized 100 million shares, 42.9 million issued
|
|
0.4
|
|
|
0.4
|
|
||
Additional paid-in capital
|
|
1,039.7
|
|
|
1,034.6
|
|
||
Retained deficit
|
|
(731.7
|
)
|
|
(699.9
|
)
|
||
Accumulated other comprehensive loss
|
|
(88.5
|
)
|
|
(84.8
|
)
|
||
Treasury stock, at cost
|
|
(15.5
|
)
|
|
(9.5
|
)
|
||
Total shareholders' equity
|
|
204.4
|
|
|
240.8
|
|
||
Total liabilities and shareholders’ equity
|
|
$
|
423.5
|
|
|
$
|
499.2
|
|
|
|
Six Months Ended
|
||||||
|
|
June 30,
|
||||||
|
|
2015
|
|
2014
|
||||
Cash Flows from Operating Activities:
|
|
|
|
|
||||
Net loss
|
|
$
|
(31.8
|
)
|
|
$
|
(38.9
|
)
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
|
|
|
|
||||
Depreciation and amortization
|
|
10.6
|
|
|
10.9
|
|
||
Other, net
|
|
1.0
|
|
|
5.1
|
|
||
Changes in operating assets and liabilities
|
|
(1.3
|
)
|
|
6.1
|
|
||
Net cash used in operating activities
|
|
(21.5
|
)
|
|
(16.8
|
)
|
||
Cash Flows from Investing Activities:
|
|
|
|
|
||||
Capital expenditures
|
|
(1.8
|
)
|
|
(2.3
|
)
|
||
Proceeds from sale of disposal group
|
|
0.7
|
|
|
1.6
|
|
||
Proceeds from sale of assets
|
|
1.2
|
|
|
—
|
|
||
Net cash provided by (used in) investing activities
|
|
0.1
|
|
|
(0.7
|
)
|
||
Cash Flows from Financing Activities:
|
|
|
|
|
||||
Purchase of treasury stock
|
|
(1.7
|
)
|
|
(0.9
|
)
|
||
Exercise of stock options
|
|
—
|
|
|
0.4
|
|
||
Short-term debt repayment
|
|
(12.4
|
)
|
|
(24.9
|
)
|
||
Short-term borrowings
|
|
12.9
|
|
|
24.5
|
|
||
Net cash used in financing activities
|
|
(1.2
|
)
|
|
(0.9
|
)
|
||
Effect of exchange rate changes on cash and cash equivalents
|
|
(2.2
|
)
|
|
0.5
|
|
||
Net change in cash and cash equivalents
|
|
(24.8
|
)
|
|
(17.9
|
)
|
||
Cash and cash equivalents — beginning of period
|
|
114.6
|
|
|
132.6
|
|
||
Cash and cash equivalents — end of period
|
|
$
|
89.8
|
|
|
$
|
114.7
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
|
June 30,
|
|
June 30,
|
||||||||||||
(In millions, except for per share amounts)
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Numerator:
|
|
|
|
|
|
|
|
|
||||||||
Loss from continuing operations
|
|
$
|
(17.4
|
)
|
|
$
|
(19.8
|
)
|
|
$
|
(31.8
|
)
|
|
$
|
(36.6
|
)
|
Loss from discontinued operations
|
|
—
|
|
|
(1.6
|
)
|
|
—
|
|
|
(2.3
|
)
|
||||
Net loss
|
|
$
|
(17.4
|
)
|
|
$
|
(21.4
|
)
|
|
$
|
(31.8
|
)
|
|
$
|
(38.9
|
)
|
Denominator:
|
|
|
|
|
|
|
|
|
||||||||
Weighted average number of common shares outstanding during the period - basic
|
|
41.1
|
|
|
41.2
|
|
|
41.1
|
|
|
41.0
|
|
||||
Dilutive effect of stock-based compensation plans
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Weighted average number of diluted shares outstanding during the period - diluted
|
|
41.1
|
|
|
41.2
|
|
|
41.1
|
|
|
41.0
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Loss per common share — basic:
|
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
|
$
|
(0.42
|
)
|
|
$
|
(0.48
|
)
|
|
$
|
(0.77
|
)
|
|
$
|
(0.89
|
)
|
Discontinued operations
|
|
—
|
|
|
(0.04
|
)
|
|
—
|
|
|
(0.06
|
)
|
||||
Net loss
|
|
(0.42
|
)
|
|
(0.52
|
)
|
|
(0.77
|
)
|
|
(0.95
|
)
|
||||
Loss per common share — diluted:
|
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
|
$
|
(0.42
|
)
|
|
$
|
(0.48
|
)
|
|
$
|
(0.77
|
)
|
|
$
|
(0.89
|
)
|
Discontinued operations
|
|
—
|
|
|
(0.04
|
)
|
|
—
|
|
|
(0.06
|
)
|
||||
Net loss
|
|
(0.42
|
)
|
|
(0.52
|
)
|
|
(0.77
|
)
|
|
(0.95
|
)
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Anti-dilutive shares excluded from calculation
|
|
3.3
|
|
|
4.9
|
|
|
3.5
|
|
|
4.7
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
|
June 30,
|
|
June 30,
|
||||||||||||
(In millions)
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Net revenue
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.5
|
|
|
|
|
|
|
|
|
|
|
||||||||
Loss on sale of discontinued businesses, before income taxes
|
|
—
|
|
|
(1.2
|
)
|
|
—
|
|
|
(1.7
|
)
|
||||
Loss from operations of discontinued businesses, before income taxes
|
|
—
|
|
|
(0.4
|
)
|
|
—
|
|
|
(0.6
|
)
|
||||
Income tax provision (benefit)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Loss from discontinued operations, net of income taxes
|
|
$
|
—
|
|
|
$
|
(1.6
|
)
|
|
$
|
—
|
|
|
$
|
(2.3
|
)
|
|
|
June 30,
|
|
December 31,
|
||||
(In millions)
|
|
2015
|
|
2014
|
||||
Accounts Receivable:
|
|
|
|
|
||||
Accounts receivable
|
|
$
|
110.0
|
|
|
$
|
143.5
|
|
Less reserves and allowances
1
|
|
(6.9
|
)
|
|
(9.1
|
)
|
||
Accounts receivable, net
|
|
$
|
103.1
|
|
|
$
|
134.4
|
|
Inventories:
|
|
|
|
|
||||
Finished goods
|
|
$
|
52.1
|
|
|
$
|
51.1
|
|
Work in process
|
|
0.5
|
|
|
0.7
|
|
||
Raw materials and supplies
|
|
6.9
|
|
|
5.9
|
|
||
Total inventories
|
|
$
|
59.5
|
|
|
$
|
57.7
|
|
Property, Plant and Equipment:
|
|
|
|
|
||||
Property, plant and equipment
|
|
$
|
165.9
|
|
|
$
|
184.0
|
|
Less accumulated depreciation
|
|
(123.5
|
)
|
|
(139.0
|
)
|
||
Property, plant and equipment, net
|
|
$
|
42.4
|
|
|
$
|
45.0
|
|
(In millions)
|
|
Trade Names
|
|
Software
|
|
Customer Relationships
|
|
Other
|
|
Total
|
||||||||||
June 30, 2015
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cost
|
|
$
|
34.2
|
|
|
$
|
60.0
|
|
|
$
|
20.0
|
|
|
$
|
26.3
|
|
|
$
|
140.5
|
|
Accumulated amortization
|
|
(16.4
|
)
|
|
(56.5
|
)
|
|
(4.6
|
)
|
|
(11.4
|
)
|
|
(88.9
|
)
|
|||||
Intangible assets, net
|
|
$
|
17.8
|
|
|
$
|
3.5
|
|
|
$
|
15.4
|
|
|
$
|
14.9
|
|
|
$
|
51.6
|
|
December 31, 2014
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cost
|
|
$
|
34.2
|
|
|
$
|
60.1
|
|
|
$
|
20.0
|
|
|
$
|
26.2
|
|
|
$
|
140.5
|
|
Accumulated amortization
|
|
(14.0
|
)
|
|
(55.3
|
)
|
|
(3.7
|
)
|
|
(9.6
|
)
|
|
(82.6
|
)
|
|||||
Intangible assets, net
|
|
$
|
20.2
|
|
|
$
|
4.8
|
|
|
$
|
16.3
|
|
|
$
|
16.6
|
|
|
$
|
57.9
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
|
June 30,
|
|
June 30,
|
||||||||||||
(In millions)
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Amortization expense
|
|
$
|
3.1
|
|
|
$
|
3.2
|
|
|
$
|
6.4
|
|
|
$
|
6.4
|
|
(In millions)
|
|
2015
(Remainder) |
|
2016
|
|
2017
|
|
2018
|
|
2019
|
||||||||||
Amortization expense
|
|
$
|
5.7
|
|
|
$
|
9.9
|
|
|
$
|
8.7
|
|
|
$
|
6.6
|
|
|
$
|
6.2
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
|
June 30,
|
|
June 30,
|
||||||||||||
(In millions)
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Restructuring Expense:
|
|
|
|
|
|
|
|
|
||||||||
Severance and related
|
|
$
|
0.4
|
|
|
$
|
2.4
|
|
|
$
|
0.9
|
|
|
$
|
2.8
|
|
Lease termination costs
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
||||
Other
|
|
0.1
|
|
|
0.8
|
|
|
0.4
|
|
|
0.9
|
|
||||
Total restructuring
|
|
$
|
0.5
|
|
|
$
|
3.2
|
|
|
$
|
1.3
|
|
|
$
|
3.8
|
|
Other Expense:
|
|
|
|
|
|
|
|
|
||||||||
Pension settlement/curtailment (Note 9)
|
|
—
|
|
|
0.6
|
|
|
—
|
|
|
(0.1
|
)
|
||||
Other
1
|
|
1.0
|
|
|
1.4
|
|
|
1.4
|
|
|
3.6
|
|
||||
Total
|
|
$
|
1.5
|
|
|
$
|
5.2
|
|
|
$
|
2.7
|
|
|
$
|
7.3
|
|
(In millions)
|
|
Severance and Related
|
|
Lease Termination Costs
|
|
Other
|
|
Total
|
||||
Accrued balance at December 31, 2014
|
|
0.8
|
|
|
0.3
|
|
|
0.2
|
|
|
1.3
|
|
Charges
|
|
0.3
|
|
|
—
|
|
|
0.2
|
|
|
0.5
|
|
Usage and payments
|
|
(0.6
|
)
|
|
(0.1
|
)
|
|
(0.2
|
)
|
|
(0.9
|
)
|
Accrued balance at March 31, 2015
|
|
0.5
|
|
|
0.2
|
|
|
0.2
|
|
|
0.9
|
|
Charges
|
|
0.1
|
|
|
—
|
|
|
0.1
|
|
|
0.2
|
|
Usage and payments
|
|
(0.1
|
)
|
|
(0.2
|
)
|
|
(0.1
|
)
|
|
(0.4
|
)
|
Accrued balance at June 30, 2015
|
|
0.5
|
|
|
—
|
|
|
0.2
|
|
|
0.7
|
|
|
|
Stock Options
|
|
Weighted Average Exercise Price
|
|||
Outstanding December 31, 2014
|
|
3,897,986
|
|
|
$
|
13.07
|
|
Granted
|
|
24,547
|
|
|
3.94
|
|
|
Exercised
|
|
(12,381
|
)
|
|
3.84
|
|
|
Canceled
|
|
(321,880
|
)
|
|
25.35
|
|
|
Forfeited
|
|
(43,497
|
)
|
|
7.36
|
|
|
Outstanding June 30, 2015
|
|
3,544,775
|
|
|
$
|
11.99
|
|
Exercisable as of June 30, 2015
|
|
3,348,131
|
|
|
$
|
12.48
|
|
|
Six Months Ended
|
||||
|
June 30,
|
||||
|
2015
|
|
2014
|
||
Volatility
|
46.0
|
%
|
|
46.2
|
%
|
Risk-free interest rate
|
1.9
|
%
|
|
1.9
|
%
|
Expected life (months)
|
73
|
|
|
73
|
|
Dividend yield
|
—
|
|
|
—
|
|
|
|
Restricted Stock
|
|
Weighted Average Grant Date Fair Value Per Share
|
|||
Nonvested as of December 31, 2014
|
|
1,348,917
|
|
|
$
|
3.81
|
|
Granted
|
|
862,706
|
|
|
3.97
|
|
|
Grant adjustments
|
|
—
|
|
|
—
|
|
|
Vested
|
|
(807,239
|
)
|
|
4.19
|
|
|
Forfeited
|
|
(867,445
|
)
|
|
3.76
|
|
|
Nonvested as of June 30, 2015
|
|
536,939
|
|
|
$
|
3.57
|
|
|
|
United States
|
|
International
|
|
United States
|
|
International
|
||||||||||||||||||||||||
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||||||||||||||||||
(In millions)
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||||||||||
Service cost
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.1
|
|
|
$
|
0.1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.2
|
|
|
$
|
0.2
|
|
Interest cost
|
|
0.7
|
|
|
0.8
|
|
|
0.1
|
|
|
0.2
|
|
|
1.4
|
|
|
1.6
|
|
|
0.2
|
|
|
0.4
|
|
||||||||
Expected return on plan assets
|
|
(1.0
|
)
|
|
(1.2
|
)
|
|
(0.2
|
)
|
|
(0.2
|
)
|
|
(2.0
|
)
|
|
(2.4
|
)
|
|
(0.4
|
)
|
|
(0.4
|
)
|
||||||||
Amortization of net actuarial loss
|
|
0.3
|
|
|
0.3
|
|
|
0.1
|
|
|
0.1
|
|
|
0.6
|
|
|
0.6
|
|
|
0.2
|
|
|
0.1
|
|
||||||||
Amortization of prior service credit
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
||||||||
Net periodic pension (credit) cost
|
|
$
|
—
|
|
|
$
|
(0.1
|
)
|
|
$
|
0.1
|
|
|
$
|
0.1
|
|
|
$
|
—
|
|
|
$
|
(0.2
|
)
|
|
$
|
0.2
|
|
|
$
|
0.2
|
|
Settlement loss
|
|
—
|
|
|
0.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.6
|
|
|
—
|
|
|
—
|
|
||||||||
Curtailment gain
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.7
|
)
|
||||||||
Total pension (credit) cost
|
|
$
|
—
|
|
|
$
|
0.5
|
|
|
$
|
0.1
|
|
|
$
|
0.1
|
|
|
$
|
—
|
|
|
$
|
0.4
|
|
|
$
|
0.2
|
|
|
$
|
(0.5
|
)
|
|
|
June 30, 2015
|
|
December 31, 2014
|
||||||||||||||||||||
(In millions)
|
|
Quoted Prices in
Active Markets
for Identical
Assets
(Level 1)
|
|
Significant Other Observable Inputs
(Level 2)
|
|
Unobservable
Inputs
(Level 3)
|
|
Quoted Prices in
Active Markets
for Identical
Assets
(Level 1)
|
|
Significant Other Observable Inputs
(Level 2)
|
|
Unobservable
Inputs
(Level 3)
|
||||||||||||
Derivative assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign currency forward contracts
|
|
—
|
|
|
0.2
|
|
|
—
|
|
|
—
|
|
|
7.3
|
|
|
—
|
|
||||||
Derivative liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign currency forward contracts
|
|
—
|
|
|
(0.8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total net derivative (liabilities) assets
|
|
$
|
—
|
|
|
$
|
(0.6
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
7.3
|
|
|
$
|
—
|
|
|
|
June 30, 2015
|
|
December 31, 2014
|
||||||||||||||||||||
|
|
|
|
Fair Value
|
|
|
|
Fair Value
|
||||||||||||||||
(In millions)
|
|
Notional Amount
|
|
Other Current Assets
|
|
Other Current Liabilities
|
|
Notional Amount
|
|
Other Current Assets
|
|
Other Current Liabilities
|
||||||||||||
Cash flow hedges designated as hedging instruments
|
|
$
|
52.2
|
|
|
$
|
0.2
|
|
|
$
|
(0.8
|
)
|
|
$
|
86.7
|
|
|
$
|
7.3
|
|
|
$
|
—
|
|
Other hedges not receiving hedge accounting
|
|
0.6
|
|
|
—
|
|
|
—
|
|
|
23.4
|
|
|
—
|
|
|
—
|
|
||||||
Total
|
|
$
|
52.8
|
|
|
$
|
0.2
|
|
|
$
|
(0.8
|
)
|
|
$
|
110.1
|
|
|
$
|
7.3
|
|
|
$
|
—
|
|
|
|
Treasury Shares
|
|
Balance as of December 31, 2014
|
|
627,796
|
|
Purchases
|
|
382,448
|
|
Exercise of stock options
|
|
(12,381
|
)
|
Restricted stock grants
|
|
(690,662
|
)
|
Forfeitures and other
|
|
863,743
|
|
Balance as of June 30, 2015
|
|
1,170,944
|
|
(In millions)
|
|
Gains (Losses) on Derivative Financial Instruments
|
|
Defined Benefit Plans
|
|
Foreign Currency Translation
|
|
Total
|
||||||||
Balance as of December 31, 2014
|
|
$
|
5.1
|
|
|
$
|
(20.6
|
)
|
|
$
|
(69.3
|
)
|
|
$
|
(84.8
|
)
|
Other comprehensive income (loss) before reclassifications, net of tax
1
|
|
3.1
|
|
|
—
|
|
|
(3.5
|
)
|
|
(0.4
|
)
|
||||
Amounts reclassified from accumulated other comprehensive income (loss), net of tax
|
|
(3.6
|
)
|
|
0.3
|
|
|
—
|
|
|
(3.3
|
)
|
||||
Net current period other comprehensive (loss) income
|
|
(0.5
|
)
|
|
0.3
|
|
|
(3.5
|
)
|
|
(3.7
|
)
|
||||
Balance as of June 30, 2015
|
|
$
|
4.6
|
|
|
$
|
(20.3
|
)
|
|
$
|
(72.8
|
)
|
|
$
|
(88.5
|
)
|
|
|
Amounts Reclassified from Accumulated Other Comprehensive Loss
|
|
Affected Line Item in the Consolidated Statement of Operations Where (Gain) Loss is Presented
|
||||
|
|
Three Months Ended
|
|
Six Months Ended
|
|
|||
(In millions)
|
|
June 30, 2015
|
|
June 30, 2015
|
|
|||
Gains on cash flow hedges
|
|
(2.0
|
)
|
|
(5.3
|
)
|
|
Cost of goods sold
|
Income tax expense
|
|
0.7
|
|
|
1.7
|
|
|
Income tax provision
|
|
|
(1.3
|
)
|
|
(3.6
|
)
|
|
|
Amortization of net actuarial loss
|
|
0.2
|
|
|
0.4
|
|
|
Selling, general and administrative
|
Net pension curtailment/settlement loss
|
|
—
|
|
|
—
|
|
|
Restructuring and other
|
Income tax benefit
|
|
—
|
|
|
(0.1
|
)
|
|
Income tax provision
|
|
|
0.2
|
|
|
0.3
|
|
|
|
Total reclassifications for the period
|
|
(1.1
|
)
|
|
(3.3
|
)
|
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
|
June 30,
|
|
June 30,
|
||||||||||||
(In millions)
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Net revenue
|
|
|
|
|
|
|
|
|
||||||||
Consumer Storage and Accessories:
|
|
|
|
|
|
|
|
|
||||||||
Consumer Storage Media
|
|
$
|
66.6
|
|
|
$
|
84.5
|
|
|
$
|
132.6
|
|
|
$
|
174.0
|
|
Audio and Accessories
|
|
9.7
|
|
|
10.6
|
|
|
18.9
|
|
|
21.1
|
|
||||
Total Consumer Storage and Accessories
|
|
76.3
|
|
|
95.1
|
|
|
151.5
|
|
|
195.1
|
|
||||
Tiered Storage and Security Solutions:
|
|
|
|
|
|
|
|
|
||||||||
Commercial Storage Media
|
|
45.3
|
|
|
54.0
|
|
|
93.2
|
|
|
105.4
|
|
||||
Storage and Security Solutions
|
|
29.0
|
|
|
29.5
|
|
|
61.3
|
|
|
57.0
|
|
||||
Total Tiered Storage and Security Solutions
|
|
74.3
|
|
|
83.5
|
|
|
154.5
|
|
|
162.4
|
|
||||
Total net revenue
|
|
$
|
150.6
|
|
|
$
|
178.6
|
|
|
$
|
306.0
|
|
|
$
|
357.5
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
|
June 30,
|
|
June 30,
|
||||||||||||
(In millions)
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Operating income (loss) from continuing operations
|
|
|
|
|
|
|
|
|
||||||||
Consumer Storage and Accessories
|
|
$
|
0.7
|
|
|
$
|
3.2
|
|
|
$
|
4.6
|
|
|
$
|
7.3
|
|
Tiered Storage and Security Solutions
|
|
(6.2
|
)
|
|
(8.5
|
)
|
|
(12.7
|
)
|
|
(17.3
|
)
|
||||
Total segment operating loss
|
|
(5.5
|
)
|
|
(5.3
|
)
|
|
(8.1
|
)
|
|
(10.0
|
)
|
||||
Corporate and unallocated
|
|
(10.4
|
)
|
|
(14.8
|
)
|
|
(20.8
|
)
|
|
(26.2
|
)
|
||||
Total operating loss
|
|
(15.9
|
)
|
|
(20.1
|
)
|
|
(28.9
|
)
|
|
(36.2
|
)
|
||||
Interest income
|
|
(0.1
|
)
|
|
(0.1
|
)
|
|
(0.2
|
)
|
|
(0.2
|
)
|
||||
Interest expense
|
|
0.6
|
|
|
0.6
|
|
|
1.2
|
|
|
1.2
|
|
||||
Other, net expense
|
|
0.8
|
|
|
0.8
|
|
|
1.6
|
|
|
1.0
|
|
||||
Loss from continuing operations before income taxes
|
|
$
|
(17.2
|
)
|
|
$
|
(21.4
|
)
|
|
$
|
(31.5
|
)
|
|
$
|
(38.2
|
)
|
•
|
Net revenue from continuing operations of
$150.6 million
for the three months ended
June 30, 2015
was down
15.7 percent
compared with
$178.6 million
in the same period last year. The decrease was due to secular declines in our legacy businesses and currency impacts. Foreign currency exchange rates negatively impacted revenue for the three months ended
June 30, 2015
by
8.1 percent
compared to the same period last year.
|
•
|
Operating loss from continuing operations was
$15.9 million
for the three months ended
June 30, 2015
compared with an operating loss of
$20.1 million
in the same period last year. The improvement of
$4.2 million
from the prior year period is due to lower operating costs in selling, general and administrative as well as lower restructuring and other expense.
|
•
|
Diluted loss per share from continuing operations was
$0.42
for the three months ended
June 30, 2015
compared with a diluted loss per share of
$0.48
for the same period last year.
|
•
|
Net revenue from continuing operations of
$306.0 million
for the
six
months ended
June 30, 2015
was down
14.4 percent
compared with
$357.5 million
in the same period last year. The decrease was due to secular declines in our legacy businesses and currency impacts, which was partially offset by year-over-year growth of 7.5 percent in our Storage and Security Solutions business. Foreign currency exchange rates negatively impacted revenue for the
six
months ended
June 30, 2015
by
7.3 percent
compared to the same period last year.
|
•
|
Operating loss from continuing operations was
$28.9 million
for the
six
months ended
June 30, 2015
compared with an operating loss of
$36.2 million
in the same period last year. The improvement of
$7.3 million
is primarily due to lower operating costs in selling, general and administrative as well as lower restructuring and other expense.
|
•
|
Diluted loss per share from continuing operations was
$0.77
for the
six
months ended
June 30, 2015
compared with a diluted loss per share of
$0.89
for the same period last year.
|
•
|
Cash and cash equivalents totaled
$89.8 million
at
June 30, 2015
compared with
$96.2 million
at March 31, 2015 and
$114.6 million
at
December 31, 2014
. The anticipated decline in the cash balance reflects the ongoing investment in Storage and Security Solutions growth initiatives and seasonal working capital changes and payments, as well as currency impacts.
|
•
|
Cash used in operating activities was
$21.5 million
for the
six
months ended
June 30, 2015
compared with
$16.8 million
in the same period last year. The increase was primarily due to working capital usage.
|
|
|
Three Months Ended
|
|
|
|
Six Months Ended
|
|
|
||||||||||||||
|
|
June 30,
|
|
Percent Change
|
|
June 30,
|
|
Percent Change
|
||||||||||||||
(Dollars in millions)
|
|
2015
|
|
2014
|
|
|
2015
|
|
2014
|
|
||||||||||||
Net revenue
|
|
$
|
150.6
|
|
|
$
|
178.6
|
|
|
(15.7
|
)%
|
|
$
|
306.0
|
|
|
$
|
357.5
|
|
|
(14.4
|
)%
|
|
|
Three Months Ended
|
|
|
|
Six Months Ended
|
|
|
||||||||||||||
|
|
June 30,
|
|
Percent Change
|
|
June 30,
|
|
Percent Change
|
||||||||||||||
(Dollars in millions)
|
|
2015
|
|
2014
|
|
|
2015
|
|
2014
|
|
||||||||||||
Gross profit
|
|
$
|
29.0
|
|
|
$
|
33.9
|
|
|
(14.5
|
)%
|
|
$
|
63.0
|
|
|
$
|
67.6
|
|
|
(6.8
|
)%
|
Gross margin
|
|
19.3
|
%
|
|
19.0
|
%
|
|
|
|
20.6
|
%
|
|
18.9
|
%
|
|
|
|
|
Three Months Ended
|
|
|
|
Six Months Ended
|
|
|
||||||||||||||
|
|
June 30,
|
|
Percent Change
|
|
June 30,
|
|
Percent Change
|
||||||||||||||
(Dollars in millions)
|
|
2015
|
|
2014
|
|
|
2015
|
|
2014
|
|
||||||||||||
Selling, general and administrative
|
|
$
|
38.6
|
|
|
$
|
44.3
|
|
|
(12.9
|
)%
|
|
$
|
79.6
|
|
|
$
|
87.7
|
|
|
(9.2
|
)%
|
As a percent of revenue
|
|
25.6
|
%
|
|
24.8
|
%
|
|
|
|
26.0
|
%
|
|
24.5
|
%
|
|
|
|
|
Three Months Ended
|
|
|
|
Six Months Ended
|
|
|
||||||||||||||
|
|
June 30,
|
|
Percent Change
|
|
June 30,
|
|
Percent Change
|
||||||||||||||
(Dollars in millions)
|
|
2015
|
|
2014
|
|
|
2015
|
|
2014
|
|
||||||||||||
Research and development
|
|
$
|
4.8
|
|
|
$
|
4.5
|
|
|
6.7
|
%
|
|
$
|
9.6
|
|
|
$
|
8.8
|
|
|
9.1
|
%
|
As a percent of revenue
|
|
3.2
|
%
|
|
2.5
|
%
|
|
|
|
3.1
|
%
|
|
2.5
|
%
|
|
|
|
|
Three Months Ended
|
|
|
|
Six Months Ended
|
|
|
||||||||||||||
|
|
June 30,
|
|
Percent Change
|
|
June 30,
|
|
Percent Change
|
||||||||||||||
(Dollars in millions)
|
|
2015
|
|
2014
|
|
|
2015
|
|
2014
|
|
||||||||||||
Restructuring and other
|
|
$
|
1.5
|
|
|
$
|
5.2
|
|
|
(71.2
|
)%
|
|
$
|
2.7
|
|
|
$
|
7.3
|
|
|
(63.0
|
)%
|
|
|
Three Months Ended
|
|
|
|
Six Months Ended
|
|
|
||||||||||||||
|
|
June 30,
|
|
Percent Change
|
|
June 30,
|
|
Percent Change
|
||||||||||||||
(Dollars in millions)
|
|
2015
|
|
2014
|
|
|
2015
|
|
2014
|
|
||||||||||||
Operating loss from continuing operations
|
|
$
|
(15.9
|
)
|
|
$
|
(20.1
|
)
|
|
(20.9
|
)%
|
|
$
|
(28.9
|
)
|
|
$
|
(36.2
|
)
|
|
(20.2
|
)%
|
As a percent of revenue
|
|
(10.6
|
)%
|
|
(11.3
|
)%
|
|
|
|
(9.4
|
)%
|
|
(10.1
|
)%
|
|
|
|
|
Three Months Ended
|
|
|
|
Six Months Ended
|
|
|
||||||||||||||
|
|
June 30,
|
|
Percent Change
|
|
June 30,
|
|
Percent Change
|
||||||||||||||
(Dollars in millions)
|
|
2015
|
|
2014
|
|
|
2015
|
|
2014
|
|
||||||||||||
Interest income
|
|
$
|
(0.1
|
)
|
|
$
|
(0.1
|
)
|
|
—
|
%
|
|
$
|
(0.2
|
)
|
|
$
|
(0.2
|
)
|
|
—
|
%
|
Interest expense
|
|
0.6
|
|
|
0.6
|
|
|
—
|
%
|
|
1.2
|
|
|
1.2
|
|
|
—
|
%
|
||||
Other, net expense
|
|
0.8
|
|
|
0.8
|
|
|
—
|
%
|
|
1.6
|
|
|
1.0
|
|
|
60.0
|
%
|
||||
Total other expense
|
|
$
|
1.3
|
|
|
$
|
1.3
|
|
|
—
|
%
|
|
$
|
2.6
|
|
|
$
|
2.0
|
|
|
30.0
|
%
|
As a percent of revenue
|
|
0.9
|
%
|
|
0.7
|
%
|
|
|
|
0.8
|
%
|
|
0.6
|
%
|
|
|
|
|
|
Three Months Ended
|
|
|
|
Six Months Ended
|
|
|
||||||||||||
|
|
June 30,
|
|
Percent Change
|
|
June 30,
|
|
Percent Change
|
||||||||||||
(Dollars in millions)
|
|
2015
|
|
2014
|
|
|
2015
|
|
2014
|
|
||||||||||
Income tax provision (benefit)
|
|
$
|
0.2
|
|
|
$
|
(1.6
|
)
|
|
NM
|
|
$
|
0.3
|
|
|
$
|
(1.6
|
)
|
|
NM
|
Effective tax rate
|
|
(1.2
|
)%
|
|
7.5
|
%
|
|
|
|
(1.0
|
)%
|
|
4.2
|
%
|
|
|
|
|
Three Months Ended
|
|
|
|
Six Months Ended
|
|
|
||||||||||||||
|
|
June 30,
|
|
Percent Change
|
|
June 30,
|
|
Percent Change
|
||||||||||||||
(Dollars in millions)
|
|
2015
|
|
2014
|
|
|
2015
|
|
2014
|
|
||||||||||||
Loss on sale of discontinued businesses, net of income taxes
|
|
$
|
—
|
|
|
$
|
(1.2
|
)
|
|
(100.0
|
)%
|
|
$
|
—
|
|
|
$
|
(1.7
|
)
|
|
(100.0
|
)%
|
Loss from operations of discontinued businesses, net of income taxes
|
|
—
|
|
|
(0.4
|
)
|
|
(100.0
|
)%
|
|
—
|
|
|
(0.6
|
)
|
|
(100.0
|
)%
|
||||
Loss from discontinued operations
|
|
$
|
—
|
|
|
$
|
(1.6
|
)
|
|
(100.0
|
)%
|
|
$
|
—
|
|
|
$
|
(2.3
|
)
|
|
(100.0
|
)%
|
|
|
Three Months Ended
|
|
|
|
Six Months Ended
|
|
|
||||||||||||||
|
|
June 30,
|
|
Percent Change
|
|
June 30,
|
|
Percent Change
|
||||||||||||||
(Dollars in millions)
|
|
2015
|
|
2014
|
|
|
2015
|
|
2014
|
|
||||||||||||
Net revenue
|
|
$
|
76.3
|
|
|
$
|
95.1
|
|
|
(19.8
|
)%
|
|
$
|
151.5
|
|
|
$
|
195.1
|
|
|
(22.3
|
)%
|
Operating income
|
|
0.7
|
|
|
3.2
|
|
|
(78.1
|
)%
|
|
4.6
|
|
|
7.3
|
|
|
(37.0
|
)%
|
||||
As a percent of revenue
|
|
0.9
|
%
|
|
3.4
|
%
|
|
|
|
3.0
|
%
|
|
3.7
|
%
|
|
|
|
|
Three Months Ended
|
|
|
|
Six Months Ended
|
|
|
||||||||||||||
|
|
June 30,
|
|
Percent Change
|
|
June 30,
|
|
Percent Change
|
||||||||||||||
(Dollars in millions)
|
|
2015
|
|
2014
|
|
|
2015
|
|
2014
|
|
||||||||||||
Net revenue
|
|
$
|
74.3
|
|
|
$
|
83.5
|
|
|
(11.0
|
)%
|
|
$
|
154.5
|
|
|
$
|
162.4
|
|
|
(4.9
|
)%
|
Operating loss
|
|
(6.2
|
)
|
|
(8.5
|
)
|
|
(27.1
|
)%
|
|
(12.7
|
)
|
|
(17.3
|
)
|
|
(26.6
|
)%
|
||||
As a percent of revenue
|
|
(8.3
|
)%
|
|
(10.2
|
)%
|
|
|
|
(8.2
|
)%
|
|
(10.7
|
)%
|
|
|
|
|
Three Months Ended
|
|
|
|
Six Months Ended
|
|
|
||||||||||||||
|
|
June 30,
|
|
Percent Change
|
|
June 30,
|
|
Percent Change
|
||||||||||||||
(Dollars in millions)
|
|
2015
|
|
2014
|
|
|
2015
|
|
2014
|
|
||||||||||||
Operating loss
|
|
$
|
(10.4
|
)
|
|
$
|
(14.8
|
)
|
|
(29.7
|
)%
|
|
$
|
(20.8
|
)
|
|
$
|
(26.2
|
)
|
|
(20.6
|
)%
|
|
|
Six Months Ended
|
||||||
|
|
June 30,
|
||||||
(Dollars in millions)
|
|
2015
|
|
2014
|
||||
Net loss
|
|
$
|
(31.8
|
)
|
|
$
|
(38.9
|
)
|
Adjustments to reconcile net loss to net cash used in operating activities
|
|
11.6
|
|
|
16.0
|
|
||
Changes in operating assets and liabilities
|
|
(1.3
|
)
|
|
6.1
|
|
||
Net cash used in operating activities
|
|
$
|
(21.5
|
)
|
|
$
|
(16.8
|
)
|
|
|
Six Months Ended
|
||||||
|
|
June 30,
|
||||||
(Dollars in millions)
|
|
2015
|
|
2014
|
||||
Capital expenditures
|
|
$
|
(1.8
|
)
|
|
$
|
(2.3
|
)
|
Proceeds from sale of disposal group
|
|
0.7
|
|
|
1.6
|
|
||
Proceeds from sale of assets
|
|
1.2
|
|
|
—
|
|
||
Net cash provided by (used in) investing activities
|
|
$
|
0.1
|
|
|
$
|
(0.7
|
)
|
|
|
Six Months Ended
|
||||||
|
|
June 30,
|
||||||
(Dollars in millions)
|
|
2015
|
|
2014
|
||||
Purchase of treasury shares
|
|
$
|
(1.7
|
)
|
|
$
|
(0.9
|
)
|
Exercise of stock options
|
|
—
|
|
|
0.4
|
|
||
Short-term debt repayment
|
|
(12.4
|
)
|
|
(24.9
|
)
|
||
Short-term borrowings
|
|
12.9
|
|
|
24.5
|
|
||
Net cash used in financing activities
|
|
$
|
(1.2
|
)
|
|
$
|
(0.9
|
)
|
|
|
|
|
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
|
|
(c)
Maximum Number of Shares that May Yet Be Purchased Under the Plan or Programs
|
|||||
|
|
|
|
|
|
|
|||||||
|
|
(a)
Total Number of Shares Purchased
|
|
(b)
Average Price Paid per Share
|
|
|
|||||||
|
|
|
|
|
|||||||||
Period
|
|
|
|
|
|||||||||
April 1, 2015 - April 30, 2015
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,229,889
|
|
|
May 1, 2015 - May 31, 2015
|
|
35,169
|
|
|
4.09
|
|
|
—
|
|
|
2,229,889
|
|
|
June 1, 2015 - June 30, 2015
|
|
225,347
|
|
|
4.61
|
|
|
225,347
|
|
|
2,004,542
|
|
|
Total
|
|
260,516
|
|
|
$
|
4.54
|
|
|
225,347
|
|
|
2,004,542
|
|
Exhibit Number
|
|
Description of Exhibit
|
10.1*
|
|
Imation Corp. Director Compensation Program, effective May 4, 2005 (as amended effective May 20, 2015)
|
31.1
|
|
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
31.2
|
|
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
32.1
|
|
Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
32.2
|
|
Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
101
|
|
The following financial information from Imation Corp.’s Quarterly Report on Form 10-Q for the period ended June 30, 2015, filed with the SEC on August 10, 2015, formatted in Extensible Business Reporting Language (XBRL): (i) the Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2015 and 2014, (ii) the Condensed Consolidated Statements of Comprehensive Loss for the three and six months ended June 30, 2015 and 2014, (iii) the Condensed Consolidated Balance Sheets as of June 30, 2015 and December 31, 2014, (iv) the Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2015 and 2014, and (v) the Notes to Condensed Consolidated Financial Statements.
|
|
|
|
Imation Corp.
|
Date:
|
August 10, 2015
|
|
/s/ Scott J. Robinson
|
|
|
|
Scott J. Robinson
|
|
|
|
Vice President and Chief Financial Officer
(duly authorized officer and principal financial officer)
|
Exhibit Number
|
|
Description of Exhibit
|
10.1*
|
|
Imation Corp. Director Compensation Program, effective May 4, 2005 (as amended effective May 20, 2015)
|
31.1
|
|
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
31.2
|
|
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
32.1
|
|
Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
32.2
|
|
Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
101
|
|
The following financial information from Imation Corp.’s Quarterly Report on Form 10-Q for the period ended June 30, 2015, filed with the SEC on August 10, 2015, formatted in Extensible Business Reporting Language (XBRL): (i) the Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2015 and 2014, (ii) the Condensed Consolidated Statements of Comprehensive Loss for the three and six months ended June 30, 2015 and 2014, (iii) the Condensed Consolidated Balance Sheets as of June 30, 2015 and December 31, 2014, (iv) the Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2015 and 2014, and (v) the Notes to Condensed Consolidated Financial Statements.
|
Basic Fee
|
$50,000
|
Non-Executive Chairman
|
$50,000, in addition to the Basic Fee for service as a member of the Board of Directors.
|
Committee Chair
|
Audit & Finance: $25,000
Compensation: $15,000
Nominating & Governance: $10,000
|
Interview Fees
|
$1,500
|
Annual Stock Based Grants
|
All Eligible Directors: Dollar value $125,000 in restricted stock
Non-Executive Chairman: $50,000 in restricted stock, in addition to the Annual Stock Based Grant for service as a member of the Board of Directors
|
|
___ % Election to receive Common Stock in lieu of Cash
|
|
|
|
___ % Election to receive Restricted Stock Units in lieu of Cash**
|
|
|
|
___ % Election to receive Cash
|
|
|
Total:
|
100
%
|
|
___ % Election to receive Common Stock in lieu of Cash
|
|
|
|
___ % Election to receive Restricted Stock Units in lieu of Cash**
|
|
|
|
___ % Election to receive Cash
|
|
|
Total:
|
100
%
|
|
___ % Election to receive Common Stock in lieu of Cash
|
|
|
|
___ % Election to receive Restricted Stock Units in lieu of Cash**
|
|
|
|
___ % Election to receive Cash
|
|
|
Total:
|
100
%
|
|
ELIGIBLE DIRECTOR
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Signature
|
|
|
|
|
|
|
|
|
|
|
|
Accepted and Agreed to by IMATION CORP.
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
|
|
Title:
|
|
|
|
|
|
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Imation Corp.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a -15(e) and 15d -15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a -15(f) and 15d -15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
August 10, 2015
|
|
|
|
|
|
By:
|
/s/ MARK E. LUCAS
|
|
|
Mark E. Lucas,
|
|
|
President and Chief Executive Officer
|
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Imation Corp.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a -15(e) and 15d -15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a -15(f) and 15d -15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
August 10, 2015
|
|
|
|
|
|
By:
|
/s/ SCOTT J. ROBINSON
|
|
|
Scott J. Robinson,
|
|
|
Vice President and Chief Financial Officer
|
|
|
|
|
(1)
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
August 10, 2015
|
|
|
|
/s/ MARK E. LUCAS
|
|
Mark E. Lucas,
|
|
President and Chief Executive Officer
|
|
|
|
(1)
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
August 10, 2015
|
|
|
|
/s/ SCOTT J. ROBINSON
|
|
Scott J. Robinson,
|
|
Vice President and Chief Financial Officer
|
|