o
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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o
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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o
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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o
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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PAGE
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Item 2.02.
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1
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Item 9.01.
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1
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2
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3
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Item 2.02.
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Results of Operations and Financial Condition
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Item 9.01.
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Financial Statements and Exhibits
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(d)
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Exhibits.
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99.1
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Press release entitled “Rayonier Advanced Materials Reports First Quarter Results” issued May 1, 2015.
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Rayonier Advanced Materials Inc. (Registrant)
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BY:
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/s/ F
RANK
A. R
UPERTO
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Frank A. Ruperto
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Chief Financial Officer and Senior Vice President, Finance and Strategy
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Exhibit No.
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Description
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Location
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99.1
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Press release entitled “Rayonier Advanced Materials Reports First Quarter Results” issued May 1, 2015.
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Furnished herewith
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Contacts:
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Media
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Russell Schweiss
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904-357-9158
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Investors
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Beth Johnson
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904-357-9136
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•
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On track to achieve annualized cost savings of approximately $40 million
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•
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Full year cellulose specialties volumes comparable to 2014/2013
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•
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$32 million reduction in net debt during the first quarter
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Three Months Ended
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||||||||||
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March 28,
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December 31,
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March 31,
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||||||
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2015
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2014
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2014
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||||||
Net Sales
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||||||
Cellulose specialties
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$
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179
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$
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214
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$
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206
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Commodity products and other
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42
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34
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37
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|||
Total Net Sales
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221
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248
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243
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|||
Cost of Sales
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184
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187
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189
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|||
Gross Margin
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37
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61
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54
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Selling and general expenses
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12
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13
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8
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|||
Other operating expense, net (a)
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1
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76
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3
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Operating Income (Loss)
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24
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(28
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)
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43
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|||
Interest and other expense, net
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9
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10
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—
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|||
Income (Loss) Before Income Taxes
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15
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(38
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)
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43
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|
|||
Income tax expense (benefit)
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4
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(15
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)
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12
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Net Income (Loss)
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$
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11
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$
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(23
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)
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$
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31
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Earnings Per Share of Common Stock
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||||||
Basic earnings (loss) per share
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$
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0.25
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$
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(0.55
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)
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$
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0.73
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Diluted earnings (loss) per share
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$
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0.25
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$
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(0.55
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)
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$
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0.73
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||||||
Pro forma net income per share (b)
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$
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0.25
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$
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0.61
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$
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0.78
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||||||
Shares used for determining
(c)
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||||||
Basic EPS
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42,186,130
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42,185,223
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42,176,565
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Diluted EPS
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42,204,774
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42,185,223
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42,176,565
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(a)
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Other expenses primarily consist of environmental and one-time separation and legal costs.
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(b)
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Pro forma net income per share is a non-GAAP measure. See Schedule D for a reconciliation to the nearest GAAP measure.
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(c)
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On June 27, 2014, 42,176,565 shares of our common stock were distributed to Rayonier Inc. shareholders in conjunction with the separation of the businesses. For comparative purposes, we have assumed this amount to be outstanding as of the beginning of each period prior to the separation in the calculation of Basic Earnings Per Share.
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March 28, 2015
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December 31, 2014
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||||
Assets
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|
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||||
Cash and cash equivalents
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$
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78
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$
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66
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Other current assets
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223
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254
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Property, plant and equipment, net
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841
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843
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Other assets
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140
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141
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$
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1,282
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$
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1,304
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Liabilities and Stockholders’ Deficit
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Current maturities of long-term debt
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$
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8
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$
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8
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Other current liabilities
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114
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123
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Long-term debt
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917
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936
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Non-current liabilities for disposed operations
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147
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149
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|
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Other non-current liabilities
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149
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150
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|
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Total stockholders’ deficit
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(53
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)
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(62
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)
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$
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1,282
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$
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1,304
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Three Months Ended
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||||||
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March 28, 2015
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March 31, 2014
|
||||
Cash provided by operating activities:
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|
||||
Net income
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$
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11
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$
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31
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Depreciation and amortization
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22
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21
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Other items to reconcile net income to cash provided by operating activities
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2
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2
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Changes in working capital and other assets and liabilities
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21
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1
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56
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55
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|
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Cash used for investing activities:
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||||
Capital expenditures
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(24
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)
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(22
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)
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Other
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—
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1
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(24
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)
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(21
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)
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Cash used for financing activities:
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Repayment of debt
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(20
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)
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—
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Net payments to Parent
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—
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(34
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)
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(20
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)
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(34
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)
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Cash and cash equivalents:
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Change in cash and cash equivalents
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12
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—
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Balance, beginning of year
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66
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—
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Balance, end of period
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$
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78
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$
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—
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Three Months Ended
|
||||||
EBITDA (a):
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March 28, 2015
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March 31, 2014
|
||||
Net income
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$
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11
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$
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31
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Depreciation and amortization
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22
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21
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Interest, net
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9
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—
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Income tax expense
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4
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12
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EBITDA
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$
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46
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$
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64
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|
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|
||||
One-time separation and legal costs
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—
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3
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|
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Pro forma EBITDA
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$
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46
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$
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67
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Three Months Ended
|
||||||
Adjusted Free Cash Flow (b):
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March 28, 2015
|
|
March 31, 2014
|
||||
Cash provided by operating activities
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$
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56
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$
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55
|
|
Capital expenditures
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(24
|
)
|
|
(22
|
)
|
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Adjusted Free Cash Flow
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$
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32
|
|
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$
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33
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(a)
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Earnings before Interest, Taxes, Depreciation and Amortization (“EBITDA”) is defined by the Securities and Exchange Commission. Pro Forma EBITDA is defined as EBITDA adjusted for one-time separation and legal costs.
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(b)
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Adjusted Free Cash Flow is defined as cash provided by operating activities adjusted for capital expenditures excluding strategic capital. Adjusted Free Cash Flow is a non-GAAP measure of cash generated during a period that is available for dividend distribution, repurchase of the Company’s common stock, debt reduction and strategic acquisitions. Adjusted Free Cash Flow is not necessarily indicative of the Adjusted Free Cash Flow that may be generated in future periods.
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Pro Forma Operating Income and Net Income (a):
|
|||||||||||||||
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Three Months Ended
|
||||||||||||||
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December 31, 2014
|
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March 31, 2014
|
||||||||||||
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$
|
|
Per Diluted Share
|
|
$
|
|
Per Diluted Share
|
||||||||
Operating income (loss)
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$
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(28
|
)
|
|
|
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$
|
43
|
|
|
|
||||
One-time separation and legal costs
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2
|
|
|
|
|
3
|
|
|
|
||||||
Environmental reserve and impairment adjustments
|
76
|
|
|
|
|
—
|
|
|
|
||||||
Insurance settlement
|
(3
|
)
|
|
|
|
—
|
|
|
|
||||||
Pro forma operating income
|
$
|
47
|
|
|
|
|
$
|
46
|
|
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Net income (loss)
|
$
|
(23
|
)
|
|
$
|
(0.55
|
)
|
|
$
|
31
|
|
|
$
|
0.73
|
|
One-time separation and legal costs, net of tax
|
2
|
|
|
0.04
|
|
|
2
|
|
|
0.05
|
|
||||
Environmental reserve and impairment adjustments, net of tax
|
49
|
|
|
1.17
|
|
|
—
|
|
|
—
|
|
||||
Insurance settlement, net of tax
|
(2
|
)
|
|
(0.05
|
)
|
|
—
|
|
|
—
|
|
||||
Pro forma net income
|
$
|
26
|
|
|
$
|
0.61
|
|
|
$
|
33
|
|
|
$
|
0.78
|
|
(a)
|
Pro Forma Operating Income is defined as operating income adjusted for one-time separation and legal costs, environmental reserve and impairment adjustments and insurance settlement. Pro Forma Net Income is defined as net income adjusted net of tax for one-time separation and legal costs, environmental reserve and impairment adjustments and insurance settlement.
|