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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Platform Specialty Products Corp. | NYSE:PAH | NYSE | Ordinary Share |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 11.24 | 0.00 | 01:00:00 |
Delaware
|
37-1744899
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(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification No.)
|
|
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1450 Centrepark Boulevard, Suite 210
West Palm Beach, Florida
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33401
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(Address of principal executive offices)
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(Zip Code)
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Large accelerated filer
ý
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Accelerated filer
o
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Non-Accelerated filer
o
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Smaller reporting company
o
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Emerging growth company
o
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Class
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October 26, 2018
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Common Stock, par value $0.01 per share
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288,329,766 shares
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Page
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Condensed Consolidated Statements of Operations
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Three and Nine Months Ended September 30, 2018 and 2017
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Condensed Consolidated Statements of Comprehensive Income (Loss)
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Three and Nine Months Ended September 30, 2018 and 2017
|
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Condensed Consolidated Balance Sheets
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September 30, 2018 and December 31, 2017
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Condensed Consolidated Statements of Cash Flows
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Nine Months Ended September 30, 2018 and 2017
|
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Condensed Consolidated Statements of Changes in Stockholders' Equity
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Nine Months Ended September 30, 2018 and 2017
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Terms
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Definitions
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Platform; We; Us; Our; the Company; PSP
|
|
Platform Specialty Products Corporation, a Delaware corporation, and its subsidiaries, collectively.
|
Amended and Restated Credit Agreement
|
|
Platform’s Second Amended and Restated Credit Agreement, dated August 6, 2014, among, inter alia, Platform, MacDermid Holdings, LLC, MacDermid, the subsidiaries of Platform and MacDermid Holdings, LLC from time to time parties thereto, the lenders from time to time parties thereto and Barclays Bank PLC, as administrative agent and collateral agent, as amended and restated from time to time.
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Announced Arysta Sale
|
|
Platform's pending sale of its Agricultural Solutions business, which consists of Arysta and its subsidiaries, to UPL for an aggregate purchase price of $4.2 billion in cash, as announced on July 20, 2018. The Announced Arysta Sale is expected to close in late 2018 or early 2019, subject to customary closing conditions, adjustments and regulatory approvals.
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Arysta
|
|
Arysta LifeScience Inc., parent company of Platform's Agricultural Solutions segment.
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Arysta Sale Agreement
|
|
Stock Purchase Agreement, dated July 20, 2018, between Platform and UPL related to the Announced Arysta Sale.
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ASU
|
|
Accounting Standards Update.
|
Board
|
|
Platform’s board of directors.
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Credit Facilities
|
|
First Lien Credit Facility and Revolving Credit Facility, collectively, available under the Amended and Restated Credit Agreement.
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DuPont
|
|
E.I. du Pont de Nemours and Company, now known as DowDuPont Inc.
|
EBITDA
|
|
Earnings before interest, taxes, depreciation and amortization.
|
ESPP
|
|
Platform Specialty Products Corporation 2014 Employee Stock Purchase Plan.
|
Exchange Act
|
|
Securities Exchange Act of 1934, as amended.
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FASB
|
|
Financial Accounting Standard Board.
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First Lien Credit Facility
|
|
First lien credit facility available under the Amended and Restated Credit Agreement.
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Founder Entities
|
|
Mariposa Acquisition, LLC and Berggruen Holdings Ltd. and its affiliates, collectively.
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GAAP
|
|
Generally accepted accounting principles in the United States.
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MacDermid
|
|
MacDermid, Incorporated, a Connecticut corporation.
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MacDermid Acquisition
|
|
Platform’s acquisition on October 31, 2013 of substantially all of the equity of MacDermid Holdings, LLC, which, at the time, owned approximately 97% of MacDermid. As a result, Platform became a holding company for the MacDermid business. Platform acquired the remaining 3% of MacDermid on March 4, 2014, pursuant to the terms of the Exchange Agreement, dated October 25, 2013, between Platform and the fiduciaries of the MacDermid, Incorporated Profit Sharing and Employee Savings Plan.
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MacDermid Printing
|
|
MacDermid Printing Solutions LLC, now known as MacDermid Graphics Solutions LLC.
|
NYSE
|
|
New York Stock Exchange.
|
PDH Common Stock
|
|
Shares of common stock of Platform Delaware Holdings, Inc., a subsidiary of Platform.
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Quarterly Report
|
|
This quarterly report on Form 10-Q for the three and nine months ended September 30, 2018.
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Retaining Holder
|
|
Each Holder of an equity interest of MacDermid Holdings, LLC immediately prior to the closing of the MacDermid Acquisition, not owned by Platform, who executed a RHSA.
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Revolving Credit Facility
|
|
Revolving credit facility (in U.S. dollars or multicurrency) available under the Amended and Restated Credit Agreement.
|
RSUs
|
|
Restricted stock units issued by Platform from time to time under the 2013 Plan.
|
SEC
|
|
Securities and Exchange Commission.
|
Senior Notes
|
|
Platform's 5.875% USD Notes due 2025, 6.00% EUR Notes due 2023 and 6.50% USD Notes due 2022, collectively.
|
Series A Preferred Stock
|
|
2,000,000 shares of Platform’s Series A convertible preferred stock held by the Founder Entities and convertible into shares of Platform’s common stock, on a one-for-one basis, at any time at the option of the Founder Entities.
|
Terms
|
|
Definitions
|
TCJA
|
|
Tax Cuts and Jobs Act of 2017
|
UPL
|
|
UPL Corporation Ltd., a Mauritius public limited company and a wholly-owned subsidiary of UPL Limited.
|
2013 Plan
|
|
Platform Specialty Products Corporation Amended and Restated 2013 Incentive Compensation Plan adopted by the Board on October 31, 2013, as amended on December 16, 2013 and approved by Platform’s stockholders at the annual meeting held on June 12, 2014.
|
2017 Annual Report
|
|
Platform's annual report on Form 10-K for the fiscal year ended December 31, 2017, filed with the SEC on February 28, 2018.
|
5.875% USD Notes Indenture
|
|
The indenture, dated November 24, 2017, governing the 5.875% USD Notes due 2025.
|
5.875% USD Notes due 2025
|
|
Platform's 5.875% senior notes due 2023, denominated in U.S. dollars, issued on November 24, 2017.
|
6.00% EUR Senior Notes due 2023
|
|
Platform’s 6.00% senior notes due 2023 denominated in euros issued on February 2, 2015.
|
6.50% USD Senior Notes due 2022
|
|
Platform’s 6.50% senior notes due 2022 denominated in U.S. dollars issued on February 2, 2015.
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Net sales
|
$
|
488.5
|
|
|
$
|
480.6
|
|
|
$
|
1,482.6
|
|
|
$
|
1,390.0
|
|
Cost of sales
|
278.9
|
|
|
272.4
|
|
|
847.2
|
|
|
788.4
|
|
||||
Gross profit
|
209.6
|
|
|
208.2
|
|
|
635.4
|
|
|
601.6
|
|
||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|||||
Selling, technical, general and administrative
|
139.5
|
|
|
140.2
|
|
|
424.6
|
|
|
420.2
|
|
||||
Research and development
|
10.5
|
|
|
11.2
|
|
|
33.1
|
|
|
33.8
|
|
||||
Total operating expenses
|
150.0
|
|
|
151.4
|
|
|
457.7
|
|
|
454.0
|
|
||||
Operating profit
|
59.6
|
|
|
56.8
|
|
|
177.7
|
|
|
147.6
|
|
||||
Other expense:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest expense, net
|
(77.9
|
)
|
|
(84.7
|
)
|
|
(233.4
|
)
|
|
(256.3
|
)
|
||||
Foreign exchange (loss) gain
|
(4.7
|
)
|
|
(11.2
|
)
|
|
0.4
|
|
|
(47.5
|
)
|
||||
Other (expense) income, net
|
(0.1
|
)
|
|
0.6
|
|
|
13.6
|
|
|
3.4
|
|
||||
Total other expense
|
(82.7
|
)
|
|
(95.3
|
)
|
|
(219.4
|
)
|
|
(300.4
|
)
|
||||
Loss before income taxes and non-controlling interests
|
(23.1
|
)
|
|
(38.5
|
)
|
|
(41.7
|
)
|
|
(152.8
|
)
|
||||
Income tax benefit (expense)
|
18.8
|
|
|
1.6
|
|
|
(21.1
|
)
|
|
(20.2
|
)
|
||||
Net loss from continuing operations
|
(4.3
|
)
|
|
(36.9
|
)
|
|
(62.8
|
)
|
|
(173.0
|
)
|
||||
(Loss) income from discontinued operations, net of tax
|
(401.6
|
)
|
|
(29.4
|
)
|
|
(293.3
|
)
|
|
23.1
|
|
||||
Net loss
|
(405.9
|
)
|
|
(66.3
|
)
|
|
(356.1
|
)
|
|
(149.9
|
)
|
||||
Net income attributable to the non-controlling interests
|
(3.0
|
)
|
|
(2.9
|
)
|
|
(3.5
|
)
|
|
(4.8
|
)
|
||||
Net loss attributable to common stockholders
|
$
|
(408.9
|
)
|
|
$
|
(69.2
|
)
|
|
$
|
(359.6
|
)
|
|
$
|
(154.7
|
)
|
|
|
|
|
|
|
|
|
||||||||
(Loss) earnings per share
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic from continuing operations
|
$
|
(0.02
|
)
|
|
$
|
(0.13
|
)
|
|
$
|
(0.23
|
)
|
|
$
|
(0.62
|
)
|
Basic from discontinued operations
|
(1.40
|
)
|
|
(0.11
|
)
|
|
(1.02
|
)
|
|
0.08
|
|
||||
Basic attributable to common stockholders
|
$
|
(1.42
|
)
|
|
$
|
(0.24
|
)
|
|
$
|
(1.25
|
)
|
|
$
|
(0.54
|
)
|
|
|
|
|
|
|
|
|
||||||||
Diluted from continuing operations
|
$
|
(0.02
|
)
|
|
$
|
(0.13
|
)
|
|
$
|
(0.23
|
)
|
|
$
|
(0.62
|
)
|
Diluted from discontinued operations
|
(1.40
|
)
|
|
(0.11
|
)
|
|
(1.02
|
)
|
|
0.08
|
|
||||
Diluted attributable to common stockholders
|
$
|
(1.42
|
)
|
|
$
|
(0.24
|
)
|
|
$
|
(1.25
|
)
|
|
$
|
(0.54
|
)
|
|
|
|
|
|
|
|
|
||||||||
Weighted average common shares outstanding
|
|
|
|
|
|
|
|
|
|
|
|||||
Basic
|
288.2
|
|
|
286.7
|
|
|
288.1
|
|
|
285.8
|
|
||||
Diluted
|
288.2
|
|
|
286.7
|
|
|
288.1
|
|
|
285.8
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Net loss
|
$
|
(405.9
|
)
|
|
$
|
(66.3
|
)
|
|
$
|
(356.1
|
)
|
|
$
|
(149.9
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other comprehensive (loss) income
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation:
|
|
|
|
|
|
|
|
||||||||
Other comprehensive (loss) income, net of tax of $0.0 for the three and nine months ended September 30, 2018 and 2017, respectively
|
(93.3
|
)
|
|
126.2
|
|
|
(411.9
|
)
|
|
269.6
|
|
||||
Pension and post-retirement plans:
|
|
|
|
|
|
|
|
||||||||
Other comprehensive income (loss), net of tax benefit of $2.1 and $0.0 for the three and nine months ended September 30, 2018 and 2017, respectively
|
0.2
|
|
|
—
|
|
|
0.2
|
|
|
(0.3
|
)
|
||||
Available for sale securities:
|
|
|
|
|
|
|
|
||||||||
Other comprehensive income (loss), net of tax of $0.0 for the three and nine months ended September 30, 2017
|
|
|
0.9
|
|
|
|
|
(0.8
|
)
|
||||||
Derivative financial instruments:
|
|
|
|
|
|
|
|
||||||||
Other comprehensive income (loss) before reclassifications, net of tax expense of $0.4 and $0.0 for the three months ended September 30, 2018 and 2017, and $3.4 and $0.0 for the nine months ended September 30, 2018 and 2017, respectively
|
1.5
|
|
|
(0.2
|
)
|
|
9.3
|
|
|
(6.4
|
)
|
||||
Reclassifications, net of tax of $0.0 for the three and nine months ended September 30, 2018 and 2017, respectively
|
(0.4
|
)
|
|
2.3
|
|
|
0.5
|
|
|
8.2
|
|
||||
Total unrealized gain arising on qualified hedging derivatives
|
1.1
|
|
|
2.1
|
|
|
9.8
|
|
|
1.8
|
|
||||
Other comprehensive (loss) income
|
(92.0
|
)
|
|
129.2
|
|
|
(401.9
|
)
|
|
270.3
|
|
||||
Comprehensive (loss) income
|
(497.9
|
)
|
|
62.9
|
|
|
(758.0
|
)
|
|
120.4
|
|
||||
Comprehensive loss (income) attributable to the non-controlling interests
|
6.3
|
|
|
(8.3
|
)
|
|
39.1
|
|
|
(10.6
|
)
|
||||
Comprehensive (loss) income attributable to common stockholders
|
$
|
(491.6
|
)
|
|
$
|
54.6
|
|
|
$
|
(718.9
|
)
|
|
$
|
109.8
|
|
|
September 30,
|
|
December 31,
|
||||
|
2018
|
|
2017
|
||||
Assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
252.2
|
|
|
$
|
258.4
|
|
Accounts receivable, net of allowance for doubtful accounts of $7.8 and $8.2 at September 30, 2018 and December 31, 2017, respectively
|
400.3
|
|
|
399.8
|
|
||
Inventories
|
210.2
|
|
|
186.4
|
|
||
Prepaid expenses and other current assets
|
59.6
|
|
|
63.9
|
|
||
Current assets of discontinued operations
|
1,545.0
|
|
|
1,432.1
|
|
||
Total current assets
|
2,467.3
|
|
|
2,340.6
|
|
||
Property, plant and equipment, net
|
270.1
|
|
|
287.4
|
|
||
Goodwill
|
2,187.4
|
|
|
2,252.6
|
|
||
Intangible assets, net
|
1,054.4
|
|
|
1,160.8
|
|
||
Other assets
|
28.8
|
|
|
42.4
|
|
||
Non-current assets of discontinued operations
|
3,383.5
|
|
|
4,168.6
|
|
||
Total assets
|
$
|
9,391.5
|
|
|
$
|
10,252.4
|
|
Liabilities and stockholders' equity
|
|
|
|
|
|
||
Accounts payable
|
$
|
112.7
|
|
|
$
|
111.2
|
|
Accrued expenses and other current liabilities
|
171.5
|
|
|
215.6
|
|
||
Current liabilities of discontinued operations
|
842.4
|
|
|
764.9
|
|
||
Total current liabilities
|
1,126.6
|
|
|
1,091.7
|
|
||
Debt and capital lease obligations
|
5,389.9
|
|
|
5,437.1
|
|
||
Pension and post-retirement benefits
|
53.4
|
|
|
56.3
|
|
||
Deferred income taxes
|
145.3
|
|
|
170.0
|
|
||
Contingent consideration
|
81.7
|
|
|
79.2
|
|
||
Other liabilities
|
76.9
|
|
|
85.5
|
|
||
Non-current liabilities of discontinued operations
|
406.4
|
|
|
472.6
|
|
||
Total liabilities
|
7,280.2
|
|
|
7,392.4
|
|
||
Commitments and contingencies (Note 12)
|
|
|
|
|
|
||
Stockholders' Equity
|
|
|
|
|
|
||
Preferred stock - Series A
|
—
|
|
|
—
|
|
||
Common stock: 400.0 shares authorized (2018: 288.3 shares issued; 2017: 287.4 shares issued)
|
2.9
|
|
|
2.9
|
|
||
Additional paid-in capital
|
4,054.0
|
|
|
4,032.0
|
|
||
Treasury stock (2018 and 2017: 0.0 shares)
|
(0.1
|
)
|
|
(0.1
|
)
|
||
Accumulated deficit
|
(1,230.6
|
)
|
|
(871.0
|
)
|
||
Accumulated other comprehensive loss
|
(780.0
|
)
|
|
(420.7
|
)
|
||
Total stockholders' equity
|
2,046.2
|
|
|
2,743.1
|
|
||
Non-controlling interests
|
65.1
|
|
|
116.9
|
|
||
Total equity
|
2,111.3
|
|
|
2,860.0
|
|
||
Total liabilities and stockholders' equity
|
$
|
9,391.5
|
|
|
$
|
10,252.4
|
|
|
Nine Months Ended September 30,
|
||||||
|
2018
|
|
2017
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net loss
|
$
|
(356.1
|
)
|
|
$
|
(149.9
|
)
|
Net (loss) income from discontinued operations, net of tax
|
(293.3
|
)
|
|
23.1
|
|
||
Net loss from continuing operations
|
(62.8
|
)
|
|
(173.0
|
)
|
||
Reconciliation of net loss from continuing operations to net cash flows used in operating activities:
|
|
|
|
|
|
||
Depreciation and amortization
|
118.5
|
|
|
116.5
|
|
||
Deferred income taxes
|
(12.8
|
)
|
|
(32.9
|
)
|
||
Foreign exchange (gain) loss
|
(3.4
|
)
|
|
40.6
|
|
||
Other, net
|
18.2
|
|
|
36.9
|
|
||
Changes in assets and liabilities (net of acquisitions):
|
|
|
|
||||
Accounts receivable
|
(15.7
|
)
|
|
(26.7
|
)
|
||
Inventories
|
(30.8
|
)
|
|
(22.8
|
)
|
||
Accounts payable
|
4.8
|
|
|
6.7
|
|
||
Accrued expenses
|
(39.9
|
)
|
|
(9.9
|
)
|
||
Prepaid expenses and other current assets
|
10.7
|
|
|
(15.2
|
)
|
||
Other assets and liabilities
|
(13.2
|
)
|
|
14.8
|
|
||
Net cash flows used in operating activities of continuing operations
|
(26.4
|
)
|
|
(65.0
|
)
|
||
Cash flows from investing activities:
|
|
|
|
|
|
||
Capital expenditures
|
(19.6
|
)
|
|
(24.5
|
)
|
||
Proceeds from disposal of property, plant and equipment
|
1.7
|
|
|
14.2
|
|
||
Proceeds from the sale of equity investment
|
25.0
|
|
|
—
|
|
||
Acquisition of business, net of cash acquired
|
(28.2
|
)
|
|
—
|
|
||
Other, net
|
3.1
|
|
|
(4.2
|
)
|
||
Net cash flows used in investing activities of continuing operations
|
(18.0
|
)
|
|
(14.5
|
)
|
||
Cash flows from financing activities:
|
|
|
|
|
|
||
Change in lines of credit, net
|
—
|
|
|
25.6
|
|
||
Debt proceeds, net of discount and premium
|
—
|
|
|
1,927.2
|
|
||
Repayments of borrowings
|
(0.4
|
)
|
|
(1,955.5
|
)
|
||
Debt prepayment and debt extinguishment costs
|
—
|
|
|
(6.1
|
)
|
||
Other, net
|
(0.4
|
)
|
|
(0.3
|
)
|
||
Net cash flows used in financing activities of continuing operations
|
(0.8
|
)
|
|
(9.1
|
)
|
||
Cash flows from discontinued operations:
|
|
|
|
||||
Net cash flows (used in) provided by operating activities of discontinued operations
|
(37.0
|
)
|
|
133.3
|
|
||
Net cash flows used in investing activities of discontinued operations
|
(32.5
|
)
|
|
(20.7
|
)
|
||
Net cash flows provided by (used in) financing activities of discontinued operations
|
62.0
|
|
|
(66.5
|
)
|
||
Net cash flows (used in) provided by discontinued operations
|
(7.5
|
)
|
|
46.1
|
|
||
Effect of exchange rate changes on cash, cash equivalents and restricted cash
|
(23.6
|
)
|
|
27.3
|
|
||
Net decrease in cash, cash equivalents and restricted cash
|
(76.3
|
)
|
|
(15.2
|
)
|
||
Cash, cash equivalents and restricted cash at beginning of period
(1)
|
483.9
|
|
|
423.5
|
|
||
Cash, cash equivalents and restricted cash at end of period
(2)
|
$
|
407.6
|
|
|
$
|
408.3
|
|
|
Preferred Stock
|
|
Common Stock
|
|
Additional
Paid-in Capital |
|
Treasury Stock
|
|
Accumulated
Deficit |
|
Accumulated Other Comprehensive (Loss) Income
|
|
Total
Stockholders' Equity |
|
Non-
controlling Interests |
|
Total Equity
|
|||||||||||||||||||||||||||
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
|
Shares
|
|
Amount
|
|
|
|
|
|
|||||||||||||||||||||||||||
Balance at December 31, 2017
|
2,000,000
|
|
|
$
|
—
|
|
|
287,405,939
|
|
|
$
|
2.9
|
|
|
$
|
4,032.0
|
|
|
6,618
|
|
|
$
|
(0.1
|
)
|
|
$
|
(869.7
|
)
|
|
$
|
(422.0
|
)
|
|
$
|
2,743.1
|
|
|
$
|
116.9
|
|
|
$
|
2,860.0
|
|
Impact of ASU 2016-01 adoption
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.3
|
)
|
|
1.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Adjusted balance at January 1, 2018
|
2,000,000
|
|
|
—
|
|
|
287,405,939
|
|
|
2.9
|
|
|
4,032.0
|
|
|
6,618
|
|
|
(0.1
|
)
|
|
(871.0
|
)
|
|
(420.7
|
)
|
|
2,743.1
|
|
|
116.9
|
|
|
2,860.0
|
|
|||||||||
Net (loss) income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(359.6
|
)
|
|
—
|
|
|
(359.6
|
)
|
|
3.5
|
|
|
(356.1
|
)
|
|||||||||
Other comprehensive loss, net of taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(359.3
|
)
|
|
(359.3
|
)
|
|
(42.6
|
)
|
|
(401.9
|
)
|
|||||||||
Exercise/ vesting of share based compensation
|
—
|
|
|
—
|
|
|
50,995
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Conversion of PDH Common Stock into common stock
|
—
|
|
|
—
|
|
|
727,069
|
|
|
—
|
|
|
9.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9.1
|
|
|
(9.1
|
)
|
|
—
|
|
|||||||||
Issuance of common stock under ESPP
|
—
|
|
|
—
|
|
|
99,216
|
|
|
—
|
|
|
0.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.9
|
|
|
—
|
|
|
0.9
|
|
|||||||||
Equity compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12.0
|
|
|
—
|
|
|
12.0
|
|
|||||||||
Changes in non-controlling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3.6
|
)
|
|
(3.6
|
)
|
|||||||||
Balance at September 30, 2018
|
2,000,000
|
|
|
$
|
—
|
|
|
288,283,219
|
|
|
$
|
2.9
|
|
|
$
|
4,054.0
|
|
|
6,618
|
|
|
$
|
(0.1
|
)
|
|
$
|
(1,230.6
|
)
|
|
$
|
(780.0
|
)
|
|
$
|
2,046.2
|
|
|
$
|
65.1
|
|
|
$
|
2,111.3
|
|
|
Preferred Stock
|
|
Common Stock
|
|
Additional
Paid-in Capital |
|
Treasury Stock
|
|
Accumulated
Deficit |
|
Accumulated Other Comprehensive (Loss) Income
|
|
Total
Stockholders' Equity |
|
Non-
controlling Interests |
|
Total Equity
|
|||||||||||||||||||||||||||
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
|
Shares
|
|
Amount
|
|
|
|
|
|
|||||||||||||||||||||||||||
Balance at December 31, 2016
|
2,000,000
|
|
|
$
|
—
|
|
|
284,221,168
|
|
|
$
|
2.8
|
|
|
$
|
3,981.3
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
(573.5
|
)
|
|
$
|
(674.5
|
)
|
|
$
|
2,736.1
|
|
|
$
|
153.7
|
|
|
$
|
2,889.8
|
|
Net (loss) income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(154.7
|
)
|
|
—
|
|
|
(154.7
|
)
|
|
4.8
|
|
|
(149.9
|
)
|
|||||||||
Other comprehensive income, net of taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
264.5
|
|
|
264.5
|
|
|
5.8
|
|
|
270.3
|
|
|||||||||
Exercise/ vesting of share based compensation
|
—
|
|
|
—
|
|
|
104,625
|
|
|
—
|
|
|
—
|
|
|
6,618
|
|
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
(0.1
|
)
|
|||||||||
Conversion of PDH Common Stock into common stock
|
—
|
|
|
—
|
|
|
2,674,205
|
|
|
0.1
|
|
|
32.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
32.7
|
|
|
(32.7
|
)
|
|
—
|
|
|||||||||
Issuance of common stock under ESPP
|
—
|
|
|
—
|
|
|
100,949
|
|
|
—
|
|
|
0.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.9
|
|
|
—
|
|
|
0.9
|
|
|||||||||
Equity compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9.1
|
|
|
—
|
|
|
9.1
|
|
|||||||||
Changes in non-controlling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.0
|
|
|
(3.2
|
)
|
|
(1.2
|
)
|
|||||||||
Balance at September 30, 2017
|
2,000,000
|
|
|
$
|
—
|
|
|
287,100,947
|
|
|
$
|
2.9
|
|
|
$
|
4,025.9
|
|
|
6,618
|
|
|
$
|
(0.1
|
)
|
|
$
|
(728.2
|
)
|
|
$
|
(410.0
|
)
|
|
$
|
2,890.5
|
|
|
$
|
128.4
|
|
|
$
|
3,018.9
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
(amounts in millions)
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Net sales
|
$
|
422.1
|
|
|
$
|
423.7
|
|
|
1,414.6
|
|
|
1,317.2
|
|
||
Cost of sales
|
(260.0
|
)
|
|
(260.8
|
)
|
|
(850.7
|
)
|
|
(769.4
|
)
|
||||
Selling, technical, general and administrative
|
(103.6
|
)
|
|
(123.9
|
)
|
|
(375.5
|
)
|
|
(385.6
|
)
|
||||
Research and development
|
(12.0
|
)
|
|
(12.2
|
)
|
|
(38.9
|
)
|
|
(36.3
|
)
|
||||
Impairment loss
|
(376.0
|
)
|
|
—
|
|
|
(376.0
|
)
|
|
—
|
|
||||
Operating (loss) profit
|
(329.5
|
)
|
|
26.8
|
|
|
(226.5
|
)
|
|
125.9
|
|
||||
Other expense items
|
(30.3
|
)
|
|
(17.1
|
)
|
|
(14.5
|
)
|
|
(55.7
|
)
|
||||
(Loss) income from discontinued operations, before income taxes
|
(359.8
|
)
|
|
9.7
|
|
|
(241.0
|
)
|
|
70.2
|
|
||||
Income tax expense
|
(41.8
|
)
|
|
(39.1
|
)
|
|
(52.3
|
)
|
|
(47.1
|
)
|
||||
(Loss) income from discontinued operations, net of tax
|
(401.6
|
)
|
|
(29.4
|
)
|
|
(293.3
|
)
|
|
23.1
|
|
||||
Net income from discontinued operations attributable to the non-controlling interests
|
(1.0
|
)
|
|
(2.1
|
)
|
|
(0.8
|
)
|
|
(2.0
|
)
|
||||
Net (loss) income from discontinued operations attributable to common stockholders
|
$
|
(402.6
|
)
|
|
$
|
(31.5
|
)
|
|
$
|
(294.1
|
)
|
|
$
|
21.1
|
|
|
September 30,
|
|
December 31,
|
||||
|
2018
|
|
2017
|
||||
Assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
151.2
|
|
|
$
|
219.4
|
|
Accounts receivable, net
|
815.4
|
|
|
740.5
|
|
||
Inventories
|
402.1
|
|
|
304.0
|
|
||
Other current assets
|
176.3
|
|
|
168.2
|
|
||
Current assets of discontinued operations
|
$
|
1,545.0
|
|
|
$
|
1,432.1
|
|
|
|
|
|
||||
Property, plant and equipment, net
|
$
|
156.2
|
|
|
$
|
164.9
|
|
Goodwill
|
1,784.1
|
|
|
1,948.5
|
|
||
Intangible assets, net
|
1,750.3
|
|
|
1,976.5
|
|
||
Other assets
(1)
|
(307.1
|
)
|
|
78.7
|
|
||
Non-current assets of discontinued operations
|
$
|
3,383.5
|
|
|
$
|
4,168.6
|
|
|
|
|
|
||||
Liabilities
|
|
|
|
||||
Accounts payable
|
$
|
329.8
|
|
|
$
|
350.6
|
|
Current installments of revolving credit facilities
|
71.9
|
|
|
28.8
|
|
||
Accrued expenses and other current liabilities
|
440.7
|
|
|
385.5
|
|
||
Current liabilities of discontinued operations
|
$
|
842.4
|
|
|
$
|
764.9
|
|
|
|
|
|
||||
Deferred income taxes
|
$
|
357.2
|
|
|
$
|
409.6
|
|
Other liabilities
|
49.2
|
|
|
63.0
|
|
||
Non-current liabilities of discontinued operations
|
$
|
406.4
|
|
|
$
|
472.6
|
|
(amounts in millions)
|
September 30,
2018 |
|
December 31,
2017 |
||||
Finished goods
|
$
|
118.4
|
|
|
$
|
107.6
|
|
Work in process
|
15.3
|
|
|
14.5
|
|
||
Raw materials and supplies
|
76.5
|
|
|
64.3
|
|
||
Total inventory, net
|
$
|
210.2
|
|
|
$
|
186.4
|
|
(amounts in millions)
|
September 30,
2018 |
|
December 31,
2017 |
||||
Land and leasehold improvements
|
$
|
67.7
|
|
|
$
|
68.9
|
|
Buildings and improvements
|
101.2
|
|
|
94.6
|
|
||
Machinery, equipment, fixtures and software
|
205.4
|
|
|
195.6
|
|
||
Construction in process
|
16.6
|
|
|
18.1
|
|
||
Total property, plant and equipment
|
390.9
|
|
|
377.2
|
|
||
Accumulated depreciation
|
(120.8
|
)
|
|
(89.8
|
)
|
||
Property, plant and equipment, net
|
$
|
270.1
|
|
|
$
|
287.4
|
|
|
September 30, 2018
|
|
December 31, 2017
|
||||||||||||||||||||
(amounts in millions)
|
Gross Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net Book
Value
|
|
Gross Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net Book
Value
|
||||||||||||
Customer lists
|
$
|
929.7
|
|
|
$
|
(266.3
|
)
|
|
$
|
663.4
|
|
|
$
|
952.0
|
|
|
$
|
(222.5
|
)
|
|
$
|
729.5
|
|
Developed technology
|
382.3
|
|
|
(146.0
|
)
|
|
236.3
|
|
|
393.0
|
|
|
(119.9
|
)
|
|
273.1
|
|
||||||
Tradenames
|
5.9
|
|
|
(1.5
|
)
|
|
4.4
|
|
|
6.1
|
|
|
(1.1
|
)
|
|
5.0
|
|
||||||
Non-compete agreements
|
1.6
|
|
|
(1.2
|
)
|
|
0.4
|
|
|
1.7
|
|
|
(1.1
|
)
|
|
0.6
|
|
||||||
Total
|
$
|
1,319.5
|
|
|
$
|
(415.0
|
)
|
|
$
|
904.5
|
|
|
$
|
1,352.8
|
|
|
$
|
(344.6
|
)
|
|
$
|
1,008.2
|
|
(amounts in millions)
|
Maturity Date
|
|
Interest Rate
|
|
September 30,
2018 |
|
December 31,
2017 |
||||
USD Senior Notes
(1)
|
2022
|
|
6.50%
|
|
$
|
1,088.4
|
|
|
$
|
1,086.1
|
|
EUR Senior Notes
(1)
|
2023
|
|
6.00%
|
|
402.1
|
|
|
415.1
|
|
||
USD Senior Notes
(1)
|
2025
|
|
5.875%
|
|
784.5
|
|
|
783.2
|
|
||
First Lien Credit Facility - USD Term Loans
(2)
|
2020
|
|
> of 3.50% or LIBOR plus 2.50%
|
|
623.3
|
|
|
620.4
|
|
||
First Lien Credit Facility - USD Term Loans
(2) (3)
|
2021
|
|
> of 4.00% or LIBOR plus 3.00%
|
|
1,123.8
|
|
|
1,121.2
|
|
||
First Lien Credit Facility - Euro Term Loans
(2)
|
2020
|
|
> of 3.25% or EURIBOR plus 2.5%
|
|
673.6
|
|
|
694.3
|
|
||
First Lien Credit Facility - Euro Term Loans
(2) (3)
|
2021
|
|
> of 3.50% or EURIBOR plus 2.75%
|
|
693.4
|
|
|
716.0
|
|
||
Borrowings under the Revolving Credit Facility
|
|
|
LIBOR plus 3.00%
|
|
—
|
|
|
—
|
|
||
Other
|
|
|
|
|
10.5
|
|
|
10.9
|
|
||
Total debt and capital lease obligations
|
|
|
|
|
5,399.6
|
|
|
5,447.2
|
|
||
Less: current installments of long-term debt and revolving credit facilities
|
|
|
|
|
9.7
|
|
|
10.1
|
|
||
Total long-term debt and capital lease obligations
|
|
|
|
|
$
|
5,389.9
|
|
|
$
|
5,437.1
|
|
(1)
|
Senior Notes, net of unamortized premium, discounts and debt issuance costs of
$31.3 million
and
$35.5 million
at
September 30, 2018
and
December 31, 2017
, respectively. Weighted average effective interest rate of
6.5%
at
September 30, 2018
and
December 31, 2017
.
|
(2)
|
First Lien Credit Facility term loans, net of unamortized discounts and debt issuance costs of
$25.2 million
and
$33.3 million
at
September 30, 2018
and
December 31, 2017
, respectively. Weighted average effective interest rate of
4.7%
and
4.5%
at
September 30, 2018
and
December 31, 2017
, respectively, including the effects of interest rate swaps. See Note 9, Financial Instruments, to the Company's unaudited interim Condensed Consolidated Financial Statements for further information regarding the Company's interest rate swaps.
|
(3)
|
The maturity date will extend to June 7, 2023, provided that the Company is able to prepay, redeem or otherwise retire and/or refinance in full its
$1.10 billion
6.50%
USD Senior Notes due 2022, as permitted under the Amended and Restated Credit Agreement, on or prior to November 2, 2021.
|
(amounts in millions)
|
Balance sheet location
|
|
Classification
|
|
September 30,
2018 |
|
December 31,
2017 |
||||
Asset Category
|
|
|
|
|
|
|
|
||||
Foreign exchange and metals contracts not designated as hedging instruments
|
Other current assets
|
|
Level 2
|
|
$
|
0.3
|
|
|
$
|
2.0
|
|
Interest rate swaps designated as cash flow hedging instruments
|
Other current assets
|
|
Level 2
|
|
7.3
|
|
|
—
|
|
||
Interest rate swaps designated as cash flow hedging instruments
|
Other assets
|
|
Level 2
|
|
7.9
|
|
|
3.4
|
|
||
Available for sale equity securities
|
Other assets
|
|
Level 1
|
|
0.3
|
|
|
2.4
|
|
||
Available for sale equity securities
|
Other assets
|
|
Level 2
|
|
—
|
|
|
0.6
|
|
||
Total
|
|
|
|
|
$
|
15.8
|
|
|
$
|
8.4
|
|
|
|
|
|
|
|
|
|
||||
Liability Category
|
|
|
|
|
|
|
|
||||
Foreign exchange and metals contracts not designated as hedging instruments
|
Accrued expenses and other liabilities
|
|
Level 2
|
|
$
|
2.5
|
|
|
$
|
1.4
|
|
Interest rate swaps designated as cash flow hedging instruments
|
Accrued expenses and other liabilities
|
|
Level 2
|
|
0.6
|
|
|
2.8
|
|
||
Interest rate swaps designated as cash flow hedging instruments
|
Other liabilities
|
|
Level 2
|
|
0.4
|
|
|
0.8
|
|
||
Long-term contingent consideration
|
Contingent consideration
|
|
Level 3
|
|
81.7
|
|
|
79.2
|
|
||
Total
|
|
|
|
|
$
|
85.2
|
|
|
$
|
84.2
|
|
•
|
Common Stock - The common stock performance target, which represents an expected future payment value of
$40.0 million
, has been satisfied and is recorded at its present value utilizing a discount rate of approximately
2.84%
. An increase or decrease in the discount rate of
1%
changes the fair value measure of the metric by approximately
$0.9 million
.
|
•
|
Adjusted EBITDA - The estimated fair value of the Adjusted EBITDA performance metric is derived using the income approach with unobservable inputs, based on future forecasts and present value assumptions which include a discount rate of approximately
10.00%
and expected future payment value of
$60.0 million
calculated using a probability weighted Adjusted EBITDA assessment with higher probability associated with the Company achieving the maximum Adjusted EBITDA targets. An increase or a decrease in the discount rate of
1%
, within a range of probability
between
80%
and
100%
, changes the estimated fair value measure of the metric by approximately
$1.3 million
.
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
(amounts in millions, except per share amounts)
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Net loss from continuing operations
|
$
|
(4.3
|
)
|
|
$
|
(36.9
|
)
|
|
$
|
(62.8
|
)
|
|
$
|
(173.0
|
)
|
Net income attributable to the non-controlling interests
|
(2.0
|
)
|
|
(0.8
|
)
|
|
(2.7
|
)
|
|
(2.8
|
)
|
||||
Net loss from continuing operations attributable to common stockholders
|
(6.3
|
)
|
|
(37.7
|
)
|
|
(65.5
|
)
|
|
(175.8
|
)
|
||||
Numerator adjustments for diluted EPS:
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Net loss from continuing operations attributable to common stockholders for diluted EPS
|
$
|
(6.3
|
)
|
|
$
|
(37.7
|
)
|
|
$
|
(65.5
|
)
|
|
$
|
(175.8
|
)
|
|
|
|
|
|
|
|
|
||||||||
Basic weighted average common shares outstanding
|
288.2
|
|
|
286.7
|
|
|
288.1
|
|
|
285.8
|
|
||||
Denominator adjustments for diluted EPS:
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Dilutive weighted average common shares outstanding
|
288.2
|
|
|
286.7
|
|
|
288.1
|
|
|
285.8
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Loss per share from continuing operations attributable to common stockholders:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic
|
$
|
(0.02
|
)
|
|
$
|
(0.13
|
)
|
|
$
|
(0.23
|
)
|
|
$
|
(0.62
|
)
|
Diluted
|
$
|
(0.02
|
)
|
|
$
|
(0.13
|
)
|
|
$
|
(0.23
|
)
|
|
$
|
(0.62
|
)
|
|
|
|
|
|
|
|
|
||||||||
Dividends per share paid to common stockholders
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||
(amounts in millions)
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||
Shares issuable upon conversion of PDH Common Stock
|
4.1
|
|
|
5.4
|
|
|
4.2
|
|
|
6.3
|
|
Shares issuable upon conversion of Series A Preferred Stock
|
2.0
|
|
|
2.0
|
|
|
2.0
|
|
|
2.0
|
|
Shares issuable for the contingent consideration
|
6.9
|
|
|
7.5
|
|
|
7.7
|
|
|
6.7
|
|
Shares issuable upon vesting and exercise of stock options
|
0.1
|
|
|
0.1
|
|
|
0.1
|
|
|
0.1
|
|
Shares issuable upon vesting of RSUs
|
2.1
|
|
|
0.9
|
|
|
1.5
|
|
|
0.8
|
|
Total
|
15.2
|
|
|
15.9
|
|
|
15.5
|
|
|
15.9
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
(amounts in millions)
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Net Sales:
|
|
|
|
|
|
|
|
||||||||
Assembly Solutions
|
$
|
152.1
|
|
|
$
|
151.2
|
|
|
$
|
454.2
|
|
|
$
|
429.9
|
|
Electronics Solutions
|
139.7
|
|
|
137.9
|
|
|
421.3
|
|
|
398.8
|
|
||||
Industrial Solutions
|
137.2
|
|
|
133.6
|
|
|
424.7
|
|
|
390.8
|
|
||||
Graphics Solutions
|
40.1
|
|
|
39.1
|
|
|
119.5
|
|
|
115.8
|
|
||||
Offshore Solutions
|
19.4
|
|
|
18.8
|
|
|
62.9
|
|
|
54.7
|
|
||||
Total net sales
|
$
|
488.5
|
|
|
$
|
480.6
|
|
|
$
|
1,482.6
|
|
|
$
|
1,390.0
|
|
|
|
|
|
|
|
|
|
||||||||
Adjusted EBITDA
|
$
|
108.3
|
|
|
$
|
107.8
|
|
|
$
|
321.8
|
|
|
$
|
297.7
|
|
|
Three months ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
(amounts in millions)
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Net loss attributable to common stockholders
|
$
|
(408.9
|
)
|
|
$
|
(69.2
|
)
|
|
$
|
(359.6
|
)
|
|
$
|
(154.7
|
)
|
Add (subtract):
|
|
|
|
|
|
|
|
||||||||
Net income attributable to the non-controlling interests
|
3.0
|
|
|
2.9
|
|
|
3.5
|
|
|
4.8
|
|
||||
Loss (income) from discontinued operations, net of tax
|
401.6
|
|
|
29.4
|
|
|
293.3
|
|
|
(23.1
|
)
|
||||
Income tax (benefit) expense
|
(18.8
|
)
|
|
(1.6
|
)
|
|
21.1
|
|
|
20.2
|
|
||||
Interest expense, net
|
77.9
|
|
|
84.7
|
|
|
233.4
|
|
|
256.3
|
|
||||
Depreciation expense
|
10.9
|
|
|
12.3
|
|
|
33.8
|
|
|
34.8
|
|
||||
Amortization expense
|
27.8
|
|
|
27.7
|
|
|
84.7
|
|
|
81.7
|
|
||||
EBITDA
|
93.5
|
|
|
86.2
|
|
|
310.2
|
|
|
220.0
|
|
||||
Adjustments to reconcile to Adjusted EBITDA:
|
|
|
|
|
|
|
|
||||||||
Restructuring expense
|
1.0
|
|
|
8.9
|
|
|
4.3
|
|
|
16.2
|
|
||||
Acquisition and integration costs
|
5.2
|
|
|
0.4
|
|
|
9.7
|
|
|
3.9
|
|
||||
Legal settlement
|
—
|
|
|
—
|
|
|
—
|
|
|
(10.6
|
)
|
||||
Foreign exchange loss on foreign denominated external and internal long-term debt
|
3.8
|
|
|
11.5
|
|
|
0.7
|
|
|
49.3
|
|
||||
Debt refinancing costs
|
—
|
|
|
0.8
|
|
|
—
|
|
|
14.6
|
|
||||
Gain on sale of equity investment
|
—
|
|
|
—
|
|
|
(11.3
|
)
|
|
—
|
|
||||
Other, net
|
4.8
|
|
|
—
|
|
|
8.2
|
|
|
4.3
|
|
||||
Adjusted EBITDA
|
$
|
108.3
|
|
|
$
|
107.8
|
|
|
$
|
321.8
|
|
|
$
|
297.7
|
|
Assembly Solutions:
|
|
The business develops, manufactures and sells innovative interconnected materials, primarily in the electronics market, used to assemble printed circuit boards and advanced semiconductor packaging.
|
Electronics Solutions:
|
|
The business designs and formulates a complete line of proprietary “wet” dynamic chemistries used by customers to process the surface of printed circuit boards and other electronic components they manufacture.
|
Industrial Solutions
|
|
The business' dynamic chemistries are used for finishing, cleaning and providing surface coatings for a broad range of metal and non-metal surfaces which improve the performance or look of a component of an industrial part or process.
|
Graphics Solutions:
|
|
The business produces photopolymers, through an extensive line of flexographic plates, which are used to produce printing plates for transferring images onto commercial packaging, including packaging for consumer food products, pet food bags, corrugated boxes, labels and beverage containers. In addition, the segment produces photopolymer printing plates for the flexographic and letterpress newspaper and publications markets.
|
Offshore Solutions:
|
|
The business produces water-based hydraulic control fluids for major oil and gas companies and drilling contractors for offshore deep water production and drilling applications.
|
|
Three Months Ended
September 30,
|
|
% Change
|
|
Nine Months Ended
September 30,
|
|
% Change
|
||||||||||||||||||||
($ amounts in millions)
|
2018
|
|
2017
|
|
Reported
|
|
Constant Currency
|
|
Organic
|
|
2018
|
|
2017
|
|
Reported
|
|
Constant Currency
|
|
Organic
|
||||||||
Net sales
|
$
|
488.5
|
|
|
$
|
480.6
|
|
|
2%
|
|
4%
|
|
3%
|
|
$
|
1,482.6
|
|
|
$
|
1,390.0
|
|
|
7%
|
|
4%
|
|
4%
|
Cost of sales
|
278.9
|
|
|
272.4
|
|
|
2%
|
|
5%
|
|
|
|
847.2
|
|
|
788.4
|
|
|
7%
|
|
5%
|
|
|
||||
Gross profit
|
209.6
|
|
|
208.2
|
|
|
1%
|
|
3%
|
|
|
|
635.4
|
|
|
601.6
|
|
|
6%
|
|
3%
|
|
|
||||
Selling, technical, general and administrative
|
139.5
|
|
|
140.2
|
|
|
—%
|
|
1%
|
|
|
|
424.6
|
|
|
420.2
|
|
|
1%
|
|
(1)%
|
|
|
||||
Research and development
|
10.5
|
|
|
11.2
|
|
|
(6)%
|
|
(6)%
|
|
|
|
33.1
|
|
|
33.8
|
|
|
(2)%
|
|
(3)%
|
|
|
||||
Operating profit
|
59.6
|
|
|
56.8
|
|
|
5%
|
|
9%
|
|
|
|
177.7
|
|
|
147.6
|
|
|
20%
|
|
17%
|
|
|
||||
Interest expense, net
|
(77.9
|
)
|
|
(84.7
|
)
|
|
(8)%
|
|
|
|
|
|
(233.4
|
)
|
|
(256.3
|
)
|
|
(9)%
|
|
|
|
|
||||
Foreign exchange (loss) gain
|
(4.7
|
)
|
|
(11.2
|
)
|
|
(58)%
|
|
|
|
|
|
0.4
|
|
|
(47.5
|
)
|
|
nm
|
|
|
|
|
||||
Other (expense) income, net
|
(0.1
|
)
|
|
0.6
|
|
|
nm
|
|
|
|
|
|
13.6
|
|
|
3.4
|
|
|
nm
|
|
|
|
|
||||
Income tax benefit (expense)
|
18.8
|
|
|
1.6
|
|
|
nm
|
|
|
|
|
|
(21.1
|
)
|
|
(20.2
|
)
|
|
4%
|
|
|
|
|
||||
Net loss from continuing operations
|
(4.3
|
)
|
|
(36.9
|
)
|
|
(88)%
|
|
|
|
|
|
$
|
(62.8
|
)
|
|
$
|
(173.0
|
)
|
|
(64)%
|
|
|
|
|
||
(Loss) income from discontinued operations, net of tax
|
(401.6
|
)
|
|
(29.4
|
)
|
|
nm
|
|
|
|
|
|
(293.3
|
)
|
|
23.1
|
|
|
nm
|
|
|
|
|
||||
Net loss
|
$
|
(405.9
|
)
|
|
$
|
(66.3
|
)
|
|
nm
|
|
|
|
|
|
$
|
(356.1
|
)
|
|
$
|
(149.9
|
)
|
|
nm
|
|
|
|
|
(nm)
|
Calculation not meaningful.
|
Three Months Ended September 30, 2018
|
||||||||
Reported Net Sales Growth
|
|
Impact of Currency
|
|
Change in Pass-Through Metals Pricing
|
|
Acquisitions/ (Divestitures)
|
|
Organic Sales Growth
|
2%
|
|
2%
|
|
—%
|
|
—%
|
|
3%
|
Nine Months Ended September 30, 2018
|
||||||||
Reported Net Sales Growth
|
|
Impact of Currency
|
|
Change in Pass-Through Metals Pricing
|
|
Acquisitions/ (Divestitures)
|
|
Organic Sales Growth
|
7%
|
|
(3)%
|
|
—%
|
|
—%
|
|
4%
|
|
Three Months Ended September 30,
|
|
% Change
|
|
Nine Months Ended September 30,
|
|
% Change
|
||||||||||||||||||||
($ amounts in millions)
|
2018
|
|
2017
|
|
Reported
|
|
Constant Currency
|
|
Organic
|
|
2018
|
|
2017
|
|
Reported
|
|
Constant Currency
|
|
Organic
|
||||||||
Net sales
|
$
|
488.5
|
|
|
$
|
480.6
|
|
|
2%
|
|
4%
|
|
3%
|
|
$
|
1,482.6
|
|
|
$
|
1,390.0
|
|
|
7%
|
|
4%
|
|
4%
|
|
Three Months Ended September 30,
|
|
% Change
|
|
Nine Months Ended September 30,
|
|
% Change
|
||||||||||||||||
($ amounts in millions)
|
2018
|
|
2017
|
|
Reported
|
|
Constant Currency
|
|
2018
|
|
2017
|
|
Reported
|
|
Constant Currency
|
||||||||
Gross profit
|
$
|
209.6
|
|
|
$
|
208.2
|
|
|
1%
|
|
3%
|
|
$
|
635.4
|
|
|
$
|
601.6
|
|
|
6%
|
|
3%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Gross margin
|
42.9
|
%
|
|
43.3
|
%
|
|
(40) bps
|
|
(40) bps
|
|
42.9
|
%
|
|
43.3
|
%
|
|
(40) bps
|
|
(30) bps
|
|
Three Months Ended September 30,
|
|
% Change
|
|
Nine Months Ended September 30,
|
|
% Change
|
||||||||||||||||
($ amounts in millions)
|
2018
|
|
2017
|
|
Reported
|
|
Constant Currency
|
|
2018
|
|
2017
|
|
Reported
|
|
Constant Currency
|
||||||||
STG&A
|
$
|
139.5
|
|
|
$
|
140.2
|
|
|
—%
|
|
1%
|
|
$
|
424.6
|
|
|
$
|
420.2
|
|
|
1%
|
|
(1)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
STG&A as a % of net sales
|
28.5%
|
|
29.1%
|
|
(60) bps
|
|
(80) bps
|
|
28.6%
|
|
30.2%
|
|
(160) bps
|
|
(140) bps
|
|
Three Months Ended September 30,
|
|
% Change
|
|
Nine Months Ended September 30,
|
|
% Change
|
||||||||||||||||
($ amounts in millions)
|
2018
|
|
2017
|
|
Reported
|
|
Constant Currency
|
|
2018
|
|
2017
|
|
Reported
|
|
Constant Currency
|
||||||||
R&D
|
$
|
10.5
|
|
|
$
|
11.2
|
|
|
(6)%
|
|
(6)%
|
|
$
|
33.1
|
|
|
$
|
33.8
|
|
|
(2)%
|
|
(3)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
R&D as a % of net sales
|
2.2
|
%
|
|
2.4
|
%
|
|
(20) bps
|
|
(20) bps
|
|
2.2
|
%
|
|
2.4
|
%
|
|
(20) bps
|
|
(20) bps
|
|
Three Months Ended September 30,
|
|
% Change
|
|
Nine Months Ended September 30,
|
|
% Change
|
||||||||||||||||
($ amounts in millions)
|
2018
|
|
2017
|
|
Reported
|
|
Constant Currency
|
|
2018
|
|
2017
|
|
Reported
|
|
Constant Currency
|
||||||||
Operating profit
|
$
|
59.6
|
|
|
$
|
56.8
|
|
|
5%
|
|
9%
|
|
$
|
177.7
|
|
|
$
|
147.6
|
|
|
20%
|
|
17%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Operating margin
|
12.2
|
%
|
|
11.8%
|
|
40 bps
|
|
60 bps
|
|
12.0
|
%
|
|
10.6%
|
|
140 bps
|
|
130 bps
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
(amounts in millions)
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Other (expense) income
|
|
|
|
|
|
|
|
||||||||
Interest expense, net
|
$
|
(77.9
|
)
|
|
$
|
(84.7
|
)
|
|
$
|
(233.4
|
)
|
|
$
|
(256.3
|
)
|
Foreign exchange (loss) gain
|
(4.7
|
)
|
|
(11.2
|
)
|
|
0.4
|
|
|
(47.5
|
)
|
||||
Other (expense) income, net
|
(0.1
|
)
|
|
0.6
|
|
|
13.6
|
|
|
3.4
|
|
||||
Total
|
$
|
(82.7
|
)
|
|
$
|
(95.3
|
)
|
|
$
|
(219.4
|
)
|
|
$
|
(300.4
|
)
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
(amounts in millions)
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Income tax
|
|
|
|
|
|
|
|
||||||||
Income tax benefit (expense)
|
$
|
18.8
|
|
|
$
|
1.6
|
|
|
$
|
(21.1
|
)
|
|
$
|
(20.2
|
)
|
Effective tax rate
|
81.4
|
%
|
|
4.2
|
%
|
|
(50.6
|
)%
|
|
(13.2
|
)%
|
|
Three Months Ended September 30,
|
|
% Change
|
|
Nine Months Ended September 30,
|
|
% Change
|
||||||||||||
($ amounts in millions)
|
2018
|
|
2017
|
|
Reported
|
|
Constant Currency
|
|
2018
|
|
2017
|
|
Reported
|
|
Constant Currency
|
||||
Adjusted EBITDA
|
108.3
|
|
|
107.8
|
|
|
1%
|
|
3%
|
|
321.8
|
|
|
297.7
|
|
|
8%
|
|
5%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Adjusted EBITDA as a % of net sales
|
22.2
|
%
|
|
22.4
|
%
|
|
(20) bps
|
|
(20 bps)
|
|
21.7
|
%
|
|
21.4
|
%
|
|
30 bps
|
|
20 bps
|
|
Nine Months Ended September 30,
|
||||||
(amounts in millions)
|
2018
|
|
2017
|
||||
Cash used in operating activities
|
$
|
(26.4
|
)
|
|
$
|
(65.0
|
)
|
Cash used in investing activities
|
$
|
(18.0
|
)
|
|
$
|
(14.5
|
)
|
Cash used in financing activities
|
$
|
(0.8
|
)
|
|
$
|
(9.1
|
)
|
•
|
$2.28 billion
of Senior Notes; and
|
•
|
$3.11 billion
of term debt arrangements outstanding under our First Lien Credit Facility.
|
•
|
improving the overall tax provision process by redesigning and updating our policies and procedures;
|
•
|
enhancing our income tax controls to include specific activities to assess the accounting for significant complex transactions and other tax related judgments;
|
•
|
deploying training initiatives to incorporate updated policies, processes and controls into standard procedures; and
|
•
|
aligning staff to reflect the structure and experience levels necessary to execute the enhanced control environment.
|
•
|
our current or prospective customers may experience uncertainty associated with the Announced Arysta Sale and may delay or defer purchase decisions with regard to our products;
|
•
|
our customers, distributors and lenders may also attempt to terminate and/or renegotiate their relationships with us, whether pursuant to the terms of their existing agreements with us or otherwise;
|
•
|
uncertainties related to the Announced Arysta Sale may impair our ability to attract, retain and motivate key personnel;
|
•
|
under the Arysta Sale Agreement, we are subject to certain restrictions on the conduct of our business prior to the closing of the Announced Arysta Sale, which restrictions could adversely affect our ability to realize certain of our business strategies or take advantage of certain business opportunities;
|
•
|
the current trading price of our common stock may reflect a market assumption that the Announced Arysta Sale will be completed, and may be materially impacted if the closing is delayed or the transaction completed under different, less favorable terms, or if the Arysta Sale Agreement is terminated; and
|
•
|
the attention of our management may be directed toward the closing of the Announced Arysta Sale and related matters, and their focus may be diverted from the day-to-day business operations of our Company, including from other opportunities that might otherwise be beneficial to us.
|
Exhibit
Number
|
Description
|
2.1
|
Arysta Sale Agreement, dated as of July 20, 2018, between Platform and UPL
(filed as Exhibit 2.1 of the Current Report on Form 8-K filed on July 20, 2018, and incorporated herein by reference)
|
3.1(a)
|
Certificate of Incorporation
(filed as Exhibit 3.1 of Post-Effective Amendment No. 1 to the Registration Statement on Form S-4 (File No. 333-192778) filed on January 24, 2014, and incorporated herein by reference)
|
3.1(b)
|
Certificate of Amendment of Certificate of Incorporation
(filed as Exhibit 3.1 of the Current Report on Form 8-K filed on June 13, 2014, and incorporated herein by reference)
|
3.2
|
Amended and Restated By-laws
(filed as Exhibit 3.2 of the Annual Report on Form 10-K filed on March 31, 2014, and incorporated herein by reference)
|
10.1†
|
Platform Specialty Products Corporation Amended and Restated 2013 Incentive Compensation Plan
(filed as Appendix A to Platform’s Definitive Proxy Statement, as filed on April 25, 2014, and incorporated herein by reference)
|
31.1*
|
|
31.2*
|
|
32.1**
|
|
101.SCH*
|
XBRL Taxonomy Extension Schema Document
|
101.CAL*
|
XBRL Extension Calculation Linkbase Document
|
101.DEF*
|
XBRL Taxonomy Extension Definition Linkbase Document
|
101.LAB*
|
XBRL Taxonomy Extension Label Linkbase Document
|
101.PRE*
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
101. INS
|
XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
|
|
PLATFORM SPECIALTY PRODUCTS CORPORATION
|
|
|
|
|
|
By:
|
/s/ John P. Connolly
|
|
|
John P. Connolly
|
|
|
Chief Financial Officer
|
|
|
(Principal Financial Officer)
|
1 Year Platform Specialty Products Chart |
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