Company Reaffirms Guidance for 2007
Previously Announced Strategic Actions Expected to Accelerate Profitable
Growth
TOLEDO, Ohio, August 1 /PRNewswire-FirstCall/ -- Owens Corning (NYSE:
OC) today reported consolidated net sales of $1.534 billion during the
second quarter, compared with $1.722 billion in the second quarter of 2006,
an 11 percent decrease from the prior year.
Second-quarter net earnings were $29 million, or $0.22 per diluted
share. Excluding comparability items (see attached Table 2 for a discussion
and reconciliation of such items), adjusted net earnings were $49 million,
or $0.37 per diluted share. As described more fully in Table 2, such
comparability items in the second quarter included charges related to the
company's prior Chapter 11 proceedings and restructuring and other charges.
Such items amounted to approximately $30 million ($20 million after tax)
during the second quarter.
"The ongoing decline of the residential construction market in the
United States continued to weaken demand for building materials during the
second quarter," said Dave Brown, president and chief executive officer.
"We believe that year-over-year performance improvements in our Roofing &
Asphalt and Composite Solutions segments will partially offset cyclical
weakness in insulation demand. Despite the challenging market, our business
mix enables us to reaffirm prior guidance for 2007.
"In addition, we've announced strategic steps to significantly improve
our business portfolio and accelerate our global growth," said Brown. "The
acquisition of Saint-Gobain's Reinforcement and Composites business and the
sale of our Siding Solutions business will further our ability to generate
profitable growth and drive shareholder value."
Consolidated Second-Quarter Results
-- Earnings before interest and taxes (EBIT) in the second quarter of 2007
were $78 million, compared with $168 million during the same period of
2006. Excluding comparability items (see Table 2), adjusted EBIT for
the second quarter of 2007 was $108 million, compared with $158 million
during the same period in 2006. The overall decline was primarily due
to lower sales combined with higher raw material and labor costs.
-- For the first six months, EBIT was $111 million, compared with $283
million for the same period of 2006. Excluding comparability items,
adjusted EBIT for the first half of 2007 was $169 million, compared
with $272 million during the same period in 2006.
-- Gross margin as a percentage of consolidated net sales was 16 percent
during the second quarter, compared with 17.2 percent during the same
period of 2006. For the first six months, gross margin as a percentage
of sales declined 1.6 percentage points compared to the first half of
2006. The decline was the result of lower building materials sales
volume, selling price declines for certain products, and higher
material and labor costs. An intangible asset impairment resulting from
the strategic review of the company's Fabwel unit decreased EBIT for
the first half of 2007 by approximately $10 million.
-- Marketing and administrative expenses, as a percentage of consolidated
net sales, were 9.5 percent, compared with 8.1 percent during the same
period in 2006. For the first six months, marketing and administrative
expenses were 9.9 percent of consolidated net sales, compared with 8.2
percent during the same period of 2006. This increase was primarily due
to decreased sales and the impact of transaction costs associated with
the proposed acquisition of Saint-Gobain's Reinforcement and Composites
business. Transaction costs amounted to approximately $7 million during
the second quarter of 2007 and $18 million for the first half of the
year.
Business Highlights
-- During the second quarter of 2007, Owens Corning increased its
ownership of Owens Corning India Limited from 60 percent to 78.5
percent to leverage this low-cost production platform to bolster the
company's growth in the Asia Pacific region.
-- Owens Corning favorably resolved negotiations with the IRS concerning
differences in interest computations applicable to a prior tax
settlement. The IRS substantively accepted Owens Corning's interest
calculations and, accordingly, reduced the interest claim by
approximately $38 million. This decrease was recorded as a reduction to
goodwill and long-term debt on the Consolidated Balance Sheets. This
favorable resolution, combined with the pay off of an IRS note relating
to the interest claim and the tax settlement, will result in a
reduction of approximately $4 million in annual interest expense.
-- Owens Corning announced a share buy-back program in the first quarter
under which the company is authorized to repurchase up to 5 percent of
Owens Corning's outstanding common stock. The company did not
repurchase any shares during the first six months of 2007.
-- The company's continued focus on safety resulted in an 18 percent
reduction in injuries through the first six months of 2007 as compared
with its Dec. 31, 2006 rate.
Siding Solutions Strategic Review Complete; Fabwel Review Continues
During the first quarter of 2007, Owens Corning announced that it would
explore strategic alternatives for its Siding Solutions and Fabwel
businesses. On July 17, 2007, Owens Corning completed the strategic review
of its Siding Solutions business. The company reached a definitive
agreement to sell the business to Saint-Gobain for $371 million. The sale
includes the company's Norandex/Reynolds distribution business with 153
U.S. distribution centers in 38 states. Three vinyl siding manufacturing
facilities in North America located in Claremont, N.C.; Joplin, Mo.; and
London, Ontario are also part of the transaction. The transaction is
expected to close by the end of the third quarter.
For the first six months of 2007, sales and EBIT related to the Siding
Solutions business (included in the Other Building Materials and Services
segment) amounted to $379 million and $4 million, respectively, compared
with $451 million and $3 million, respectively, during the same period in
2006. Sales and EBIT for this business for the combined 12 months ended
Dec. 31, 2006 totaled $884 million and $12 million, respectively. In
addition, the EBIT of the Siding Solutions business for the combined 12
months of 2006 included approximately $27 million of allocated corporate
cost, of which approximately $22 million will remain a cost of continuing
operations.
Owens Corning's strategic review of its Fabwel unit, the leading
producer and fabricator of components and sidewalls for recreational
vehicles and cargo trailers, continues. Fabwel is a small unit within Owens
Corning's Composite Solutions segment.
Owens Corning to Acquire Saint-Gobain's Reinforcement and Composites
Business
On July 27, 2007, Owens Corning announced the signing of a definitive
agreement under which Owens Corning will acquire Saint-Gobain's
Reinforcement and Composites business for $640 million. The agreement,
which converts the previously proposed joint venture into an outright
acquisition, accelerates Owens Corning's global growth strategy by more
quickly realizing the significant strategic and financial benefits of the
transaction, while enhancing the company's presence in fast-growing
emerging markets around the world. The acquisition includes the addition of
talented employees and proven technologies. When combined with Owens
Corning's resources, the new composites business unit will become one of
the most advanced in the reinforcements industry.
In 2006, the Saint-Gobain Reinforcement and Composites business had
sales of approximately $900 million, with 4,500 employees. With this
acquisition, and following Owens Corning's proposed sale of its three
manufacturing plants in Battice, Belgium; Birkeland, Norway; and
Huntingdon, Pa., Owens Corning's Composite Solutions business will have 42
production facilities in 16 countries. Saint-Gobain will retain its
facility in Wichita Falls, Texas. On a pro forma basis for calendar 2006,
the new Owens Corning Composite Solutions reporting segment would have had
combined sales of approximately $2.2 billion, compared with actual reported
segment sales in 2006 of $1.6 billion.
Owens Corning projects that the to-be acquired business will generate
earning before interest, taxes, depreciation and amortization (EBITDA) in
excess of $100 million for full year 2007. The business currently leases
certain metals used in its production tooling. At recent market prices, the
leased metals would be valued at approximately $320 million. This projected
forecast for financial performance does not include the costs associated
with the leasing of metals.
Owens Corning anticipates annual pre-tax cost synergies of more than
$100 million to be realized by the fourth full year after close, with the
majority of the synergies achieved during the first three years. Synergies
will come primarily from reduced operating costs, improved energy
efficiency in furnaces, sourcing and reduced shipping costs.
The transaction is expected to close by the end of 2007 and remains
subject to regulatory approval in several jurisdictions, along with
customary closing conditions.
2007 Outlook
The weakness in new home starts in the United States continued through
the first half of 2007. Based on current estimates by the National
Association of Home Builders (NAHB), the slowdown in U.S. housing starts is
expected to carry through 2007 and well into 2008, which will continue to
impact the company's building materials businesses.
As the year continues, the financial performance of the Roofing and
Asphalt, Composite Solutions and Other Building Materials & Services
segments is expected to continue to improve.
The company continues to estimate that 2007 adjusted EBIT should exceed
$415 million, not including the impact of the proposed acquisition of
Saint- Gobain's Reinforcement and Composites business, the divestiture of
Owens Corning's Siding Solutions business or other strategic organizational
changes. This forecast will be updated and communicated quarterly.
Second-Quarter Business Segment Highlights
Insulating Systems
-- Net sales for the second quarter of 2007 were $441 million, a 15
percent decrease from $519 million during the same period in 2006. The
decrease was primarily volume related, the result of a decline in
demand in the U.S. housing market, combined with lower selling prices
in certain product categories.
-- EBIT for the second quarter was $42 million, compared with $112 million
during the same period in 2006. Results were unfavorably impacted by a
decline in sales volume, lower selling prices, idle facility costs
resulting from production curtailments, and increases in material and
labor costs. In addition, results were negatively impacted by $11
million, primarily related to depreciation and amortization costs
resulting from the adoption of Fresh Start Accounting.
Composite Solutions
-- Net sales for the second quarter of 2007 were $425 million, a 3 percent
increase from $411 million during the same period in 2006. The increase
in sales was primarily attributable to slightly higher pricing, the
favorable impact of currency and the inclusion of sales from a Japanese
facility acquired in 2006.
-- EBIT for the second quarter of 2007 was $28 million, compared with $51
million during the same period in 2006. The decline was primarily due
to the inclusion of the gain on the sale of metals used in certain
production tooling of approximately $27 million during the second
quarter of 2006. Excluding this item, EBIT improved by $4 million
compared to the same period in 2006 due to slight price increases and
manufacturing productivity improvements that exceeded higher material
costs. Results were negatively impacted by $1 million resulting from
the adoption of Fresh Start Accounting.
Roofing and Asphalt
-- Net sales for the second quarter of 2007 were $414 million, a 17
percent decrease from $501 million during the same period in 2006. The
decrease was primarily due to a lower level of storm-related demand and
lower North American new residential construction and remodeling
activity.
-- EBIT for the second quarter of 2007 was $29 million, compared with $48
million during the same period in 2006 and a loss of $8 million during
the first quarter of 2007. The year-over-year decrease was primarily
driven by the lower level of storm demand and lower volume resulting
from declines in new construction activity in North America. Results
were negatively impacted by $1 million resulting from the adoption of
Fresh Start Accounting.
Other Building Materials and Services
-- Net sales for the second quarter of 2007 were $303 million, a 12
percent decrease from $346 million during the same period in 2006. The
decrease was primarily the result of lower volume in the Siding
Solutions business and sales declines resulting from the closure of the
HOMExperts service line that was exited in the first quarter of 2007.
-- EBIT for the second quarter of 2007 was $17 million, compared with $8
million during the same period in 2006. The improvement was primarily
due to increased earnings in the company's manufactured stone veneer
business and the elimination of losses from the HOMExperts service
line. The adoption of Fresh Start Accounting had no significant impact
on this segment during the second quarter of 2007.
Third quarter 2007 results are currently scheduled to be announced on
Nov. 1, 2007.
Conference Call
Wednesday, Aug. 1, 2007
11 a.m. Eastern Daylight Time
All Callers
Live dial-in telephone number: 1-866-314-5050 or 1-617-213-8051
(Please dial in 10 minutes before conference call start time)
Passcode: 66987094
Live Webcast: http://www.owenscorning.com/investors
A telephone replay will be available through Aug. 8, 2007 at
888-286-8010 or 617-801-6888. Passcode: 22256014. A replay of the webcast
will also be available at http://www.owenscorning.com/investors.
About Owens Corning
Owens Corning (NYSE: OC) is a world leader in building materials
systems and composite solutions. A Fortune 500 company for more than 50
years, Owens Corning people redefine what is possible each day to deliver
high-quality products and services ranging from insulation, roofing, siding
and stone, to glass composite materials used in transportation,
electronics, telecommunications and other high-performance applications.
Founded in 1938, Owens Corning is a market-leading innovator of glass-fiber
technology with sales of $6.5 billion in 2006 and 19,000 employees in 26
countries. Additional information is available at
http://www.owenscorning.com.
This news release contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. These
forward-looking statements are subject to risks and uncertainties that
could cause actual results to differ materially from those projected in
these statements. Further information on factors that could affect the
company's financial and other results is included in the company's Forms
10-Q and 10-K, filed with the Securities and Exchange Commission.
Table 1
Owens Corning and Subsidiaries
Consolidated Statements of Earnings
(Unaudited)
(in millions, except per share amounts)
Prede- Prede-
Successor cessor Successor cessor
Three Months Ended Six Months Ended
June 30, June 30,
2007 2006 2007 2006
NET SALES $1,534 $1,722 $2,858 $3,323
COST OF SALES 1,288 1,426 2,419 2,758
Gross margin 246 296 439 565
OPERATING EXPENSES
Marketing and administrative
expenses 146 140 282 271
Science and technology expenses 16 15 30 31
Restructuring credits - - (2) -
Chapter 11 related
reorganization items - 17 3 27
Asbestos litigation recoveries - - - (3)
Employee emergence equity program 12 - 20 -
Gain on sale of fixed assets and
other (6) (44) (5) (44)
Total operating expenses 168 128 328 282
EARNINGS BEFORE INTEREST AND TAXES 78 168 111 283
Interest expense, net 31 86 63 151
EARNINGS BEFORE TAXES 47 82 48 132
Income tax expense (benefit) 16 (169) 16 (179)
EARNINGS BEFORE MINORITY INTEREST AND
EQUITY IN NET EARNINGS OF AFFILIATES 31 251 32 311
Minority interest and equity in net
(loss) earnings of affiliates (2) - (2) 3
NET EARNINGS $29 $251 $30 $314
EARNINGS PER COMMON SHARE
Basic net earnings per share $0.23 $4.54 $0.23 $5.67
Diluted net earnings per share $0.22 $4.19 $0.23 $5.24
WEIGHTED AVERAGE COMMON SHARES
Basic 128.1 55.3 128.1 55.3
Diluted 131.1 59.9 131.1 59.9
Table 2
Owens Corning and Subsidiaries
Reconciliation Schedules
(Unaudited)
(in millions, except per share amounts)
When reviewing the operating performance of the company with its Board
of Directors and employees, management makes adjustments to net earnings,
earnings before interest and taxes ("EBIT") and diluted earnings per share.
To calculate "adjusted earnings", "adjusted EBIT" and "adjusted diluted
earnings per share", management excludes certain items from net earnings
and earnings before interest and taxes, including those related to the
company's prior Chapter 11 proceedings and restructuring and other
activities so as to improve comparability over time (the "comparability
items"). As described more fully in the following financial schedules, such
comparability items amounted to charges of $30 million in the second
quarter of 2007 compared with a credit of $10 million during the same
period of 2006. For the first half of 2007, such items amounted to charges
of $58 million, compared with a credit of $11 million during the same
period of 2006.
Prede- Prede-
Successor cessor Successor cessor
Three Months Ended Six Months Ended
June 30, June 30,
2007 2006 2007 2006
RECONCILIATION TO ADJUSTED EARNINGS
NET EARNINGS $29 $251 $30 $314
Adjustments to remove comparability items:
Chapter 11 related reorganization
items $- $17 $3 $27
Asbestos litigation recoveries -
Owens Corning - - - (3)
Restructuring credits - - (2) -
OCV Reinforcements transaction costs 7 - 18 -
(Gains) losses related to the
exit of our HOMExperts service line (1) - 7 -
Losses from strategic reviews 12 - 12 -
Employee emergence equity program 12 - 20 -
Gain on sale of metals - (27) - (35)
Total adjustments to remove
comparability items: 30 (10) 58 (11)
Tax effect of adjustments at 34% in
2007 and 37% in 2006 (10) 4 (20) 4
ADJUSTED EARNINGS $49 $245 $68 $307
RECONCILIATION TO ADJUSTED DILUTED
EARNINGS PER SHARE:
DILUTED EARNINGS PER SHARE $0.22 $4.19 $0.23 $5.24
Total adjustments to remove
comparability items 0.23 (0.17) 0.44 (0.18)
Tax effect of adjustments at 34% in
2007 and 37% in 2006 (0.08) 0.07 (0.15) 0.07
ADJUSTED DILUTED EARNINGS PER SHARE $0.37 $4.09 $0.52 $5.13
Diluted shares 131.1 59.9 131.1 59.9
RECONCILIATION TO ADJUSTED EARNINGS
BEFORE INTEREST AND TAXES:
NET EARNINGS $29 $251 $30 $314
Minority interest and equity in net
(loss) earnings of affiliates (2) - (2) 3
EARNINGS BEFORE MINORITY INTEREST AND
EQUITY IN NET EARNINGS OF AFFILIATES 31 251 32 311
Income tax expense (benefit) 16 (169) 16 (179)
EARNINGS BEFORE TAXES 47 82 48 132
Interest expense, net 31 86 63 151
EARNINGS BEFORE INTEREST AND TAXES 78 168 111 283
Total adjustments to remove
comparability items 30 (10) 58 (11)
ADJUSTED EARNINGS BEFORE INTEREST AND
TAXES $108 $158 $169 $272
Table 3
Owens Corning and Subsidiaries
Condensed Consolidated Balance Sheets
(Unaudited)
(in millions)
Successor
June 30, December 31,
2007 2006
ASSETS
Current
Cash and cash equivalents $135 $1,089
Receivables, net 793 573
Inventories 833 749
Other current assets 135 141
Total current 1,896 2,552
Other
Deferred income taxes 548 549
Goodwill and other intangible assets 2,572 2,611
Other noncurrent assets 227 237
Total other 3,347 3,397
Net plant and equipment 2,519 2,521
TOTAL ASSETS $7,762 $8,470
LIABILITIES AND STOCKHOLDERS' EQUITY
Current
Accounts payable and accrued liabilities $986 $1,081
Accrued interest 22 39
Short term debt and current
portion of long-term debt 27 1,440
Total current 1,035 2,560
Long-term debt 2,093 1,296
Other long-term liabilities 821 884
Minority interest 38 44
Stockholders' equity 3,775 3,686
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $7,762 $8,470
Table 4
Owens Corning and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(Unaudited)
(in millions)
Successor Predecessor
Six Months Ended
June 30,
2007 2006
NET CASH FLOW (USED FOR) PROVIDED BY
OPERATING ACTIVITIES
Net earnings $30 $314
Adjustments to reconcile net
earnings cash used for operating activities:
Depreciation and amortization 158 124
Change in deferred taxes (8) (204)
Employee emergence equity program 20 -
Provision for post-petition
interest/fees on pre-petition
obligations - 155
Payments related to Chapter 11 filings (16) -
Changes in receivables,
inventories, accounts payable
and accrued liabilities (416) (288)
Other (10) (22)
Net cash flow (used for) provided
by operating activities (242) 79
NET CASH FLOW USED FOR INVESTING ACTIVITIES
Additions to plant and equipment (111) (189)
Investment in affiliates and subsidiaries,
net of cash acquired (29) (13)
Proceeds from the sale of
assets or affiliate 12 44
Net cash flow used for
investing activities (128) (158)
NET CASH FLOW (USED FOR) PROVIDED BY FINANCING ACTIVITIES
Payments on long-term debt (66) (4)
Proceeds from long-term debt 609 10
Payment of Note Payable to 524(g) Trust (1,390) -
Payments on revolving credit facility (118) -
Proceeds from revolving credit facility 383 -
Net (decrease) increase in short-term debt (4) 2
Net cash flow (used for)
provided by financing activities (586) 8
Effect of exchange rate changes on cash 2 5
NET DECREASE IN CASH AND CASH EQUIVALENTS (954) (66)
Cash and cash equivalents at beginning of period 1,089 1,559
CASH AND CASH EQUIVALENTS AT END OF PERIOD $135 $1,493
Table 5
Owens Corning and Subsidiaries
Business Segment Information
(Unaudited)
(in millions)
Prede- Prede-
Successor cessor Successor cessor
Three Three Six Six
Months Months Months Months
Ended Ended Ended Ended
June 30, June 30, June 30, June 30,
2007 2006 2007 2006
NET SALES
Insulating Systems $441 $519 $860 $1,041
Roofing and Asphalt 414 501 720 962
Other Building Materials and Services 303 346 535 639
Composite Solutions 425 411 828 784
Total reportable segments 1,583 1,777 2,943 3,426
Corporate Eliminations (49) (55) (85) (103)
Consolidated $1,534 $1,722 $2,858 $3,323
EARNINGS BEFORE INTEREST AND TAXES
Insulating Systems $42 $112 $95 $235
Roofing and Asphalt 29 48 21 78
Other Building Materials and Services 17 8 16 5
Composite Solutions 28 51 54 65
Total reportable segments $116 $219 $186 $383
RECONCILIATION TO CONSOLIDATED EARNINGS
BEFORE INTEREST AND TAXES
Chapter 11 related
reorganization items $- $(17) $(3) $(27)
Asbestos litigation recoveries
- Owens Corning - - - 3
Restructuring credits - - 2 -
OCV Reinforcements transaction
costs (7) - (18) -
Gains (losses) related to the
exit of our HOMExperts service line 1 - (7) -
Fabwel Impairment (12) (12)
Employee emergence equity program (12) - (20) -
General corporate expense (8) (34) (17) (76)
CONSOLIDATED EARNINGS BEFORE INTEREST
AND TAXES $78 $168 $111 $283
SOURCE Owens Corning
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Related links:
http://www.owenscorning.com
http://www.prnewswire.com/comp/677350.html /
CONTACT:
media, Jason Saragian, +1-419-248-8987,
investors, Scott Deitz, +1-419-248-8935, both of Owens Corning
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