|
|
|
x
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
For the fiscal year ended December 31, 2015
|
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
|
Delaware
|
|
20-0411521
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
15710 John F. Kennedy Blvd,
Suite 300
Houston, TX 77032
|
|
281-504-4700
|
(Address of principal executive offices,
including zip code)
|
|
(Registrant’s telephone number,
including area code)
|
Title of Each Class
|
|
Name of Each Exchange on Which Registered
|
Kraton Performance Polymers, Inc. Common Stock,
par value $0.01
|
|
New York Stock Exchange
|
|
Large accelerated filer:
|
x
|
|
Accelerated filer:
|
o
|
Non-accelerated filer:
|
o
|
|
Smaller reporting company:
|
o
|
|
|
|
PAGE
|
|
||
Item 1.
|
||
Item 1A.
|
||
Item 1B.
|
||
Item 2.
|
||
Item 3.
|
||
Item 4.
|
||
|
|
|
|
||
Item 5.
|
||
Item 6.
|
||
Item 7.
|
||
Item 7A.
|
||
Item 8.
|
||
Item 9.
|
||
Item 9A.
|
||
Item 9B.
|
||
|
|
|
|
||
Item 10.
|
||
Item 11.
|
||
Item 12.
|
||
Item 13.
|
||
Item 14.
|
||
|
|
|
|
||
Item 15.
|
Item 1.
|
Business.
|
•
|
A
$1,350.0 million
six-year senior secured first lien term loan facility,
|
•
|
A private offering of
$440.0 million
in aggregate principal amount of
10.5%
senior notes due 2023, and
|
•
|
An amended and restated
$250.0 million
five-year asset-based revolving credit facility,
$37.1 million
of which was drawn on the closing date.
|
•
|
adhesive tackifiers designed to enable the use of a higher amount of recycled content in packaging materials;
|
•
|
high solid adhesive dispersions for labels and tapes that allow for higher coating speeds, which lower process energy costs;
|
•
|
heat stable rheology, ink resins that reduce formulation complexity for ink manufacturers while improving ink performance;
|
•
|
high performance tire tread resins that promote wet grip, fuel economy and tire life;
|
•
|
fuel lubricity improvers that ensure low sulfur targets for diesel fuel can be met;
|
•
|
bitumen additives for the asphalt paving market that enable high recycled content in asphalt mixes; and
|
•
|
insolublemaleic rosin esters used in pavement marking binders that provide thermal oxidation resistance.
|
•
|
in coatings, TOFA serves as a binder in solvent-based paints as well as in hybrid coatings, and is preferred over soybean oil due to its higher unsaturation, better reactivity, flexibility and compatibility;
|
•
|
in mining, TOFA is preferred over oleic acid as lower viscosity and higher affinity with the ore extract allow a higher recovery yield;
|
•
|
in oilfield chemicals, TOFA is preferred over oleic acid given its easier handling, better solubility in drilling muds, as well as higher surface activity and emulsifying power; and
|
•
|
in fuel additives, TOFA improves the lubricity of low-sulfur diesel fuel, preventing engine fuel pump wear.
|
•
|
polyvinyl chloride alternatives for wire and cable and medical applications;
|
•
|
polymers and compounds for soft skin and coated fabric applications for transportation and consumer markets;
|
•
|
highly-modified asphalt ("HiMA") for high-performance paving applications;
|
•
|
a family of high melt flow polymers for use in soft touch overmolding, protective cling films and other polymer modification applications;
|
•
|
NEXAR
TM
polymers for heating, ventilation, air conditioning and breathable fabrics; and
|
•
|
synthetic cement formulations and polymers used for viscosity modification in oilfield applications.
|
|
Revenue Mix
($ in millions)
|
|||||||||||||||||||
Product Groups
|
2015
|
|
2014
|
|
2013
|
|||||||||||||||
Performance Products
|
$
|
540.6
|
|
|
52.3
|
%
|
|
$
|
678.9
|
|
|
55.2
|
%
|
|
$
|
762.9
|
|
|
59.0
|
%
|
Specialty Polymers
|
$
|
350.7
|
|
|
33.9
|
%
|
|
$
|
412.4
|
|
|
33.5
|
%
|
|
$
|
412.0
|
|
|
31.9
|
%
|
Cariflex
|
$
|
142.9
|
|
|
13.8
|
%
|
|
$
|
138.6
|
|
|
11.3
|
%
|
|
$
|
116.0
|
|
|
9.0
|
%
|
Other
|
$
|
0.4
|
|
|
—
|
%
|
|
$
|
0.5
|
|
|
—
|
%
|
|
$
|
1.2
|
|
|
0.1
|
%
|
|
Performance Products Revenue Mix
|
|||||||
Application:
|
2015
|
|
2014
|
|
2013
|
|||
Paving
|
27
|
%
|
|
26
|
%
|
|
27
|
%
|
Roofing
|
18
|
%
|
|
18
|
%
|
|
18
|
%
|
Personal care
|
20
|
%
|
|
20
|
%
|
|
19
|
%
|
Packaging & industrial adhesives
|
18
|
%
|
|
19
|
%
|
|
19
|
%
|
Industrial
|
7
|
%
|
|
7
|
%
|
|
6
|
%
|
Other
|
10
|
%
|
|
10
|
%
|
|
11
|
%
|
•
|
resistance to temperature and weather extremes in roads and roofing;
|
•
|
resistance to cracking, reduced sound transmission and better drainage in porous road surfaces; and
|
•
|
increased processing flexibility in adhesive applications, such as packaging tapes and labels, and materials used in disposable diapers.
|
|
Specialty Polymers Revenue Mix
|
|||||||
Application:
|
2015
|
|
2014
|
|
2013
|
|||
Lubricant additives
|
14
|
%
|
|
20
|
%
|
|
16
|
%
|
Polymer modification
|
13
|
%
|
|
13
|
%
|
|
13
|
%
|
Personal care
|
10
|
%
|
|
12
|
%
|
|
16
|
%
|
Medical
|
10
|
%
|
|
8
|
%
|
|
8
|
%
|
Cable gels
|
7
|
%
|
|
9
|
%
|
|
7
|
%
|
Adhesives and coatings
|
7
|
%
|
|
7
|
%
|
|
6
|
%
|
Industrial
|
7
|
%
|
|
5
|
%
|
|
4
|
%
|
Consumer
|
5
|
%
|
|
4
|
%
|
|
5
|
%
|
Other
|
27
|
%
|
|
22
|
%
|
|
25
|
%
|
•
|
improved flow characteristics for many industrial and consumer sealant and lubricating fluids;
|
•
|
soft feel in numerous consumer products such as razor blades, power tools, and automobile components;
|
•
|
impact resistance for demanding engineered plastic applications;
|
•
|
flexibility for wire and cable plastic outer layers;
|
•
|
stretch properties in disposable diapers and adult incontinence products;
|
•
|
resistance to ultraviolet light;
|
•
|
processing stability and viscosity; and
|
•
|
elevated temperature resistance
|
Revenue by Geography:
|
2015
|
|
2014
|
|
2013
|
|||
Americas
|
38.4
|
%
|
|
38.9
|
%
|
|
39.3
|
%
|
Europe, Middle East and Africa
|
33.1
|
%
|
|
36.4
|
%
|
|
38.7
|
%
|
Asia Pacific
|
28.5
|
%
|
|
24.7
|
%
|
|
22.0
|
%
|
Item 1A.
|
Risk Factors.
|
•
|
conducted a cash tender offer and redemption for the 6.75% Senior Notes;
|
•
|
entered into a new
$1,350.0 million
first lien term loan (the “Term Loan Facility”);
|
•
|
amended our former senior secured credit facilities to a
$250.0 million
asset-based credit facility (the “ABL Facility”), under which we drew
$37.1 million
; and
|
•
|
issued
$440.0 million
of
10.5%
senior notes due 2023 (the “
10.5%
Senior Notes”).
|
•
|
make it more difficult for us to satisfy our financial obligations;
|
•
|
increase our vulnerability to adverse economic and industry conditions;
|
•
|
increase the risk that we breach financial covenants and other restrictions in our debt agreements, which can be exacerbated by volatility in the cost of our raw materials and the resulting impact on our earnings;
|
•
|
require us to dedicate a substantial portion of our cash flow from operations to make payments on our indebtedness, thereby reducing the availability of our cash flow to fund working capital, capital expenditures and other general corporate purposes;
|
•
|
limit our flexibility in planning for, or reacting to, changes in the business and industry in which we operate;
|
•
|
restrict us from exploiting business opportunities;
|
•
|
place us at a disadvantage compared to our competitors that have less debt and lease obligations; and
|
•
|
limit our ability to borrow additional funds for working capital, capital expenditures, acquisitions, debt service requirements, execution of our business strategy and other general corporate purposes or to refinance our existing debt.
|
•
|
place liens on our or our restricted subsidiaries’ assets;
|
•
|
make investments other than permitted investments;
|
•
|
incur additional indebtedness;
|
•
|
merge, consolidate or dissolve;
|
•
|
sell assets;
|
•
|
engage in transactions with affiliates;
|
•
|
change the nature of our business;
|
•
|
change our or our subsidiaries’ fiscal year or organizational documents; and
|
•
|
make restricted payments (including certain equity issuances).
|
•
|
operating agreements under which LyondellBasell (in Berre, France, and Wesseling, Germany) operates and maintains our European manufacturing facilities and employs and provides substantially all of the staff for those facilities; these operating agreements also provide for site services, utilities, materials and facilities, which had previously been under separate agreements; and
|
•
|
lease agreements under which we lease our European manufacturing sites for our Polymers Business (a
96
kiloton capacity facility in Wesseling, Germany and an
85
kiloton capacity facility in Berre, France) from LyondellBasell.
|
•
|
explosions and fires;
|
•
|
inclement weather and natural disasters;
|
•
|
terrorist attacks;
|
•
|
mechanical failure; and
|
•
|
chemical spills and other discharges or releases of toxic or hazardous substances or gases.
|
•
|
new and different legal and regulatory requirements in local jurisdictions;
|
•
|
export duties or import quotas;
|
•
|
domestic and foreign customs and tariffs or other trade barriers;
|
•
|
potential staffing difficulties and labor disputes;
|
•
|
risk of non-compliance with the United States Foreign Corrupt Practices Act or similar anti-bribery legislation in other countries by agents or other third-party representatives;
|
•
|
managing and obtaining support and distribution for local operations;
|
•
|
increased costs of transportation or shipping;
|
•
|
credit risk and financial conditions of local customers and distributors;
|
•
|
potential difficulties in protecting intellectual property;
|
•
|
risk of nationalization of private enterprises by foreign governments;
|
•
|
potential imposition of restrictions on investments;
|
•
|
potentially adverse tax consequences, including imposition or increase of withholding and other taxes on remittances and other payments by subsidiaries;
|
•
|
foreign currency exchange restrictions and fluctuations;
|
•
|
local political and social conditions, including the possibility of hyperinflationary conditions and political instability in certain countries; and
|
•
|
civil unrest, including labor unrest, in response to local political conditions.
|
•
|
establish a classified board of directors so that not all members of our board of directors are elected at one time;
|
•
|
require that the number of directors be determined, and provide that any vacancy or new board seat may be filled, only by the board;
|
•
|
do not permit stockholders to act by written consent;
|
•
|
do not permit stockholders to call a special meeting;
|
•
|
permit the bylaws to be amended by a majority of the board without shareholder approval, and require that a bylaw amendment proposed by stockholders be approved by two-thirds of all outstanding shares;
|
•
|
establish advance notice requirements for nominations for elections to our board of directors or for proposing matters that can be acted upon by stockholders at stockholder meetings; and
|
•
|
authorize the issuance of undesignated preferred stock, or “blank check” preferred stock, by our board of directors without shareholder approval.
|
Item 1B.
|
Unresolved Staff Comments.
|
Item 2.
|
Properties.
|
Polymers Business
|
|
|
|
|
|
|
|
|
|
||
Location
|
|
Principal Products
|
|
Annual Production Capacity
(in kilotons) |
|
Approximate
Square Footage |
|
Owned/Leased
|
|
||
Belpre, Ohio
|
|
Performance Polymers, Specialty Products, Cariflex
|
|
175
|
|
|
3,600,000
|
|
|
Owned
|
(1)
|
Wesseling, Germany
|
|
Performance Polymers
|
|
96
|
|
|
354,000
|
|
|
Owned
|
(2)
|
Berre, France
|
|
Performance Polymers, Specialty Products
|
|
85
|
|
|
392,000
|
|
|
Owned
|
(2)
|
Paulinia, Brazil
|
|
Performance Polymers, Cariflex
|
|
28
|
|
|
2,220,000
|
|
|
Owned
|
|
Kashima, Japan
|
|
Performance Polymers
|
|
31
|
|
|
395,000
|
|
|
Owned
|
(3)
|
Mailiao, Taiwan
|
|
Specialty Products
|
|
30
|
|
|
1,800,000
|
|
|
Leased
|
(4)
|
|
|
|
|
|
|
|
|
|
|
||
Arizona Chemical's Business
|
|
|
|
|
|
|
|
|
|
||
Location
|
|
Principal Products (Upgrades)
|
|
Annual CTO Refining Capacity
(in kilotons) |
|
Approximate
Square Footage |
|
Owned/Leased
|
|
||
Panama City, Florida
|
|
Rosin Esters, Dispersions
|
|
107
|
|
|
217,626
|
|
|
Owned
|
|
Pensacola, Florida
|
|
Terpene Resins
|
|
—
|
|
|
64,109
|
|
|
Owned
|
|
Savannah, Georgia
|
|
Resin Esters, Resinates
|
|
213
|
|
|
186,125
|
|
|
Owned
|
(5)
|
Dover, Ohio
|
|
Dimer Acids, Polyamides
|
|
—
|
|
|
166,824
|
|
|
Owned
|
|
Oulu, Finland
|
|
Rosin Esters and Soaps
|
|
156
|
|
|
167,681
|
|
|
Owned
|
(6)
|
Niort, France
|
|
AMS, Terpene Resins
|
|
—
|
|
|
187,405
|
|
|
Owned
|
|
Sandarne, Sweden
|
|
Rosin Esters, Dispersions
|
|
174
|
|
|
378,892
|
|
|
Owned
|
|
Gersthofen, Germany
|
|
Disprorosins
|
|
—
|
|
|
39,116
|
|
|
Owned
|
|
(1)
|
The Belpre facility has approximately
175
kilotons of production capacity to which we are entitled. A portion of the HSBC capacity at the Belpre facility is owned by Infineum USA, a joint venture between Shell Chemicals and ExxonMobil that makes products for the lubricant additives business.
|
(2)
|
Our Wesseling, Germany and Berre, France manufacturing facilities are located on LyondellBasell sites. We lease the land, but own the manufacturing facilities and production equipment. We have operating agreements with LyondellBasell for various site services, utilities, materials and facilities.
|
(3)
|
The Kashima, Japan, manufacturing facility is owned and operated by a 50%-50% joint venture between us and JSR, named Kraton JSR Elastomers K.K. (“KJE”). We are generally entitled to 50% of this production pursuant to our joint venture agreement. JSR markets its portion of the production under its own trademarks, and we market our portion of the production under the Kraton
®
brand name although this amount may vary from time to time.
|
(4)
|
The Mailiao, Taiwan facility is under construction by our 50%-50% KFPC joint venture with FPCC. The joint venture leases the land, but owns the manufacturing facility and production equipment. Construction of the plant is ongoing with completion expected in 2016.
|
(5)
|
We own our BLS acidulation manufacturing facility located in Savannah, Georgia. However, this manufacturing facility is located on land that we lease from International Paper. This lease expires on February 28, 2057.
|
(6)
|
We own our manufacturing facility located in Oulu, Finland. However, this facility is located on land that we lease from Stora Enso Oy. This lease expires on August 31, 2046, with an option to extend the term until August 31, 2095.
|
Item 3.
|
Legal Proceedings.
|
Item 4.
|
Mine Safety Disclosures.
|
Item 5.
|
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
|
|
Annual Return Percentage,
Years Ending
|
|||||||||||||
Company Name / Index
|
12/31/2011
|
|
12/31/2012
|
|
12/31/2013
|
|
12/31/2014
|
|
12/31/2015
|
|||||
Kraton Performance Polymers, Inc.
|
(34.41
|
)%
|
|
18.37
|
%
|
|
(4.08
|
)%
|
|
(9.80
|
)%
|
|
(20.10
|
)%
|
S&P SmallCap 600 Index
|
1.02
|
%
|
|
16.32
|
%
|
|
41.31
|
%
|
|
5.76
|
%
|
|
(1.97
|
)%
|
Dow Jones U.S. Specialty Chemicals
|
(2.82
|
)%
|
|
32.22
|
%
|
|
22.89
|
%
|
|
8.62
|
%
|
|
(9.79
|
)%
|
|
Cumulative Value of $100 Investment, through
December 31, 2015
|
||||||||||||||||||||||
Company Name / Index
|
Base Period
12/31/10 |
|
12/31/2011
|
|
12/31/2012
|
|
12/31/2013
|
|
12/31/2014
|
|
12/31/2015
|
||||||||||||
Kraton Performance Polymers, Inc.
|
$
|
100.00
|
|
|
$
|
65.59
|
|
|
$
|
77.64
|
|
|
$
|
74.47
|
|
|
$
|
67.17
|
|
|
$
|
53.67
|
|
S&P SmallCap 600 Index
|
$
|
100.00
|
|
|
$
|
101.02
|
|
|
$
|
117.51
|
|
|
$
|
166.05
|
|
|
$
|
175.61
|
|
|
$
|
172.15
|
|
Dow Jones U.S. Specialty Chemicals
|
$
|
100.00
|
|
|
$
|
97.18
|
|
|
$
|
128.49
|
|
|
$
|
157.90
|
|
|
$
|
171.51
|
|
|
$
|
154.72
|
|
Period
|
Total Number of Shares Purchased (a)
|
Average Price Paid Per Share
|
Total Number of Shares Purchased as Part of a Publicly Announced Program (a)
|
Maximum Dollar Value (in millions) of Shares that May Yet Be Purchased Under the Program (a)
|
January 1 - 31, 2015
|
231,780
|
$19.60
|
231,780
|
$26.8
|
February 1 - 28, 2015
|
138,668
|
$19.56
|
138,668
|
$24.1
|
March 1 - 31, 2015
|
292,095
|
$19.19
|
292,095
|
$18.5
|
April 1 - 30, 2015
|
61,918
|
$19.92
|
61,918
|
$17.3
|
August 1 - 31, 2015
|
453,224
|
$20.59
|
453,224
|
$7.9
|
September 1 - 30, 2015
|
373,918
|
$20.98
|
373,918
|
$0.0
|
Total
|
1,551,603
|
$20.16
|
1,551,603
|
$0.0
|
(a)
|
On October 27, 2014, our board of directors approved a share repurchase plan which allowed for the repurchase of outstanding shares of our common stock having an aggregate purchase price of up to
$50.0 million
. From the inception of the program through
December 31, 2015
, we repurchased a total of
2,549,683
shares of our common stock at an average price of
$19.58
per share and a total cost of
$50.0 million
(including trading commissions). The share repurchase plan was financed with available cash and the program is now complete.
|
Item 6.
|
Selected Financial Data.
|
|
Years ended December 31,
|
||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
|
(in thousands, except per share data)
|
||||||||||||||||||
Consolidated statements of operations data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue
|
$
|
1,034,626
|
|
|
$
|
1,230,433
|
|
|
$
|
1,292,121
|
|
|
$
|
1,423,122
|
|
|
$
|
1,437,479
|
|
Cost of goods sold
|
805,970
|
|
|
993,366
|
|
|
1,066,289
|
|
|
1,191,680
|
|
|
1,121,293
|
|
|||||
Gross profit
|
228,656
|
|
|
237,067
|
|
|
225,832
|
|
|
231,442
|
|
|
316,186
|
|
|||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Research and development
|
31,024
|
|
|
31,370
|
|
|
32,014
|
|
|
31,011
|
|
|
27,996
|
|
|||||
Selling, general and administrative
|
117,308
|
|
|
104,209
|
|
|
105,558
|
|
|
98,555
|
|
|
101,606
|
|
|||||
Depreciation and amortization
|
62,093
|
|
|
66,242
|
|
|
63,182
|
|
|
64,554
|
|
|
62,735
|
|
|||||
Impairment of long-lived assets
|
—
|
|
|
4,731
|
|
|
—
|
|
|
5,434
|
|
|
—
|
|
|||||
Total operating expenses
|
210,425
|
|
|
206,552
|
|
|
200,754
|
|
|
199,554
|
|
|
192,337
|
|
|||||
Loss on extinguishment of debt
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,985
|
|
|||||
Earnings of unconsolidated joint venture (1)
|
406
|
|
|
407
|
|
|
530
|
|
|
530
|
|
|
529
|
|
|||||
Interest expense, net
|
24,223
|
|
|
24,594
|
|
|
30,470
|
|
|
29,303
|
|
|
29,884
|
|
|||||
Income (loss) before income taxes
|
(5,586
|
)
|
|
6,328
|
|
|
(4,862
|
)
|
|
3,115
|
|
|
91,509
|
|
|||||
Income tax expense (benefit)
|
6,943
|
|
|
5,118
|
|
|
(3,887
|
)
|
|
19,306
|
|
|
584
|
|
|||||
Consolidated net income (loss)
|
(12,529
|
)
|
|
1,210
|
|
|
(975
|
)
|
|
(16,191
|
)
|
|
90,925
|
|
|||||
Net loss attributable to noncontrolling interest
|
(1,994
|
)
|
|
(1,209
|
)
|
|
(357
|
)
|
|
—
|
|
|
—
|
|
|||||
Net income (loss) attributable to Kraton
|
$
|
(10,535
|
)
|
|
$
|
2,419
|
|
|
$
|
(618
|
)
|
|
$
|
(16,191
|
)
|
|
$
|
90,925
|
|
Earnings (loss) per common share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
$
|
(0.34
|
)
|
|
$
|
0.07
|
|
|
$
|
(0.02
|
)
|
|
$
|
(0.50
|
)
|
|
$
|
2.85
|
|
Diluted
|
$
|
(0.34
|
)
|
|
$
|
0.07
|
|
|
$
|
(0.02
|
)
|
|
$
|
(0.50
|
)
|
|
$
|
2.81
|
|
Weighted average common shares outstanding:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
30,574
|
|
|
32,163
|
|
|
32,096
|
|
|
31,939
|
|
|
31,786
|
|
|||||
Diluted
|
30,574
|
|
|
32,483
|
|
|
32,096
|
|
|
31,939
|
|
|
32,209
|
|
(1)
|
Represents our 50% joint venture interest in Kraton JSR Elastomers K.K., which is accounted for using the equity method of accounting.
|
|
As of December 31,
|
||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Consolidated balance sheets data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
70,049
|
|
|
$
|
53,818
|
|
|
$
|
175,872
|
|
|
$
|
223,166
|
|
|
$
|
88,579
|
|
Total assets
|
$
|
1,092,700
|
|
|
$
|
1,076,877
|
|
|
$
|
1,194,797
|
|
|
$
|
1,229,189
|
|
|
$
|
1,153,756
|
|
Total debt
|
$
|
429,197
|
|
|
$
|
351,872
|
|
|
$
|
350,989
|
|
|
$
|
448,017
|
|
|
$
|
392,500
|
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
Other data:
|
|
|
|
|
|
|
|
|
|
Ratio of earnings to fixed charges
|
0.72:1.00
|
|
1.11:1.00
|
|
0.80:1.00
|
|
1.02:1.00
|
|
3.54:1.00
|
|
Years ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(in thousands)
|
||||||||||
Adjusted Gross Profit (1) (2)
|
$
|
279,540
|
|
|
$
|
257,936
|
|
|
$
|
260,625
|
|
EBITDA (3)
|
$
|
80,730
|
|
|
$
|
97,164
|
|
|
$
|
88,790
|
|
Adjusted EBITDA (1) (4)
|
$
|
166,817
|
|
|
$
|
147,194
|
|
|
$
|
140,906
|
|
Adjusted Diluted Earnings Per Share (1) (2)
|
$
|
2.02
|
|
|
$
|
1.16
|
|
|
$
|
1.20
|
|
(1)
|
Although we report our financial results using the FIFO basis of accounting, as part of our pricing strategy, we measure our business performance using the estimated current replacement cost (“ECRC”) of our inventory and cost of goods sold. We maintain our perpetual inventory in our global enterprise resource planning system, where the carrying value of our inventory is determined using FIFO. At the beginning of each month, we determine the ECRC of our raw materials for that particular month, and using the same perpetual inventory system that we use to manage inventory and therefore costs of goods sold under FIFO, we revalue our ending inventory to reflect the total cost of such inventory as if it was valued using the ECRC. The result of this revaluation from FIFO creates the spread between FIFO and ECRC. With inventory valued under FIFO and ECRC, we then have the ability to report cost of goods sold and therefore Adjusted Gross Profit, Adjusted EBITDA and Adjusted Diluted Earnings Per Share under both our FIFO convention and ECRC.
|
(2)
|
Adjusted Gross Profit is gross profit net of the impact of the spread between the FIFO basis of accounting and ECRC and net of the impact of items we do not consider indicative of our ongoing operating performance. Similarly, Adjusted Diluted Earnings Per Share is diluted earnings per share net of the impact of the spread between the FIFO basis of accounting and ECRC and net of the impact of items we do not consider indicative of our ongoing operating performance. We explain how each adjustment is derived and why we believe it is helpful and appropriate in the reconciliation below. You are encouraged to evaluate each adjustment and the reasons we consider it appropriate for supplemental analysis. As a measure of our performance, Adjusted Gross Profit and Adjusted Diluted Earnings Per Share are limited because they often vary substantially from gross profit and diluted earnings per share calculated in accordance with US GAAP.
|
(3)
|
EBITDA represents net income before interest, taxes, depreciation and amortization. Limitations for EBITDA as an analytical tool include the following:
|
•
|
EBITDA does not reflect the significant interest expense on our debt;
|
•
|
EBITDA does not reflect the significant depreciation and amortization expense associated with our long-lived assets;
|
•
|
EBITDA included herein should not be used for purposes of assessing compliance or non-compliance with financial covenants under our debt agreements. The calculation of EBITDA in the debt agreements includes adjustments, such as extraordinary, non-recurring or one-time charges, proforma cost savings, certain non-cash items, turnaround costs, and other items included in the definition of EBITDA in the debt agreements; and
|
•
|
other companies in our industry may calculate EBITDA differently than we do, limiting its usefulness as a comparative measure.
|
(4)
|
Adjusted EBITDA is EBITDA net of the impact of the spread between the FIFO basis of accounting and ECRC and net of the impact of items we do not consider indicative of our ongoing operating performance. We explain how each adjustment is derived and why we believe it is helpful and appropriate in the reconciliation below. You are encouraged to evaluate each adjustment and the reasons we consider it appropriate for supplemental analysis. As an analytical tool, Adjusted EBITDA is subject to the limitations applicable to EBITDA described above, as well as the following limitations:
|
•
|
due to volatility in raw material price, Adjusted EBITDA may, and often does, vary substantially from EBITDA, net income and other performance measures, including net income calculated in accordance with US GAAP; and
|
•
|
Adjusted EBITDA may, and often will, vary significantly from EBITDA calculations under the terms of our debt agreements and should not be used for assessing compliance or non-compliance with financial covenants under our debt agreements.
|
|
Years ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(in thousands)
|
||||||||||
Gross profit
|
$
|
228,656
|
|
|
$
|
237,067
|
|
|
$
|
225,832
|
|
Add (deduct):
|
|
|
|
|
|
||||||
Restructuring and other charges (a)
|
159
|
|
|
651
|
|
|
218
|
|
|||
Production downtime (b)
|
(474
|
)
|
|
9,905
|
|
|
3,506
|
|
|||
Impairment of spare parts inventory (c)
|
—
|
|
|
430
|
|
|
—
|
|
|||
Non-cash compensation expense (d)
|
541
|
|
|
628
|
|
|
332
|
|
|||
Spread between FIFO and ECRC
|
50,658
|
|
|
9,255
|
|
|
30,737
|
|
|||
Adjusted gross profit
|
$
|
279,540
|
|
|
$
|
257,936
|
|
|
$
|
260,625
|
|
(a)
|
Employee severance costs and other restructuring related charges.
|
(b)
|
In 2015, the reduction in costs was due to insurance recoveries related to the Belpre production downtime. In 2014, weather-related production downtime at our Belpre, Ohio, facility and an operating disruption from a small fire at our Berre, France, facility. In 2013, production downtime at our Belpre, Ohio facility, in preparation for the installation of natural gas boilers to replace the coal-burning boilers required by the MACT legislation.
|
(c)
|
Impairment of spare parts inventory associated with the coal-burning boilers which were decommissioned in 2015.
|
(d)
|
Represents non-cash expense related to equity compensation plans.
|
|
Years ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(in thousands)
|
||||||||||
Net income (loss) attributable to Kraton
|
$
|
(10,535
|
)
|
|
$
|
2,419
|
|
|
$
|
(618
|
)
|
Net loss attributable to noncontrolling interest
|
(1,994
|
)
|
|
(1,209
|
)
|
|
(357
|
)
|
|||
Consolidated net income (loss)
|
(12,529
|
)
|
|
1,210
|
|
|
(975
|
)
|
|||
Add (deduct):
|
|
|
|
|
|
||||||
Interest expense, net
|
24,223
|
|
|
24,594
|
|
|
30,470
|
|
|||
Income tax expense (benefit)
|
6,943
|
|
|
5,118
|
|
|
(3,887
|
)
|
|||
Depreciation and amortization
|
62,093
|
|
|
66,242
|
|
|
63,182
|
|
|||
EBITDA
|
80,730
|
|
|
97,164
|
|
|
88,790
|
|
|||
Add (deduct):
|
|
|
|
|
|
||||||
Retirement plan charges (a)
|
792
|
|
|
399
|
|
|
—
|
|
|||
Restructuring and other charges (b)
|
1,729
|
|
|
2,953
|
|
|
815
|
|
|||
Transaction and acquisition related costs (c)
|
20,846
|
|
|
9,585
|
|
|
9,164
|
|
|||
Impairment of long-lived assets (d)
|
—
|
|
|
4,731
|
|
|
—
|
|
|||
Impairment of spare parts inventory (e)
|
—
|
|
|
430
|
|
|
—
|
|
|||
Production downtime (f)
|
(593
|
)
|
|
10,291
|
|
|
3,506
|
|
|||
KFPC startup costs (g)
|
3,640
|
|
|
1,911
|
|
|
—
|
|
|||
Non-cash compensation expense (h)
|
9,015
|
|
|
10,475
|
|
|
7,894
|
|
|||
Spread between FIFO and ECRC
|
50,658
|
|
|
9,255
|
|
|
30,737
|
|
|||
Adjusted EBITDA
|
$
|
166,817
|
|
|
$
|
147,194
|
|
|
$
|
140,906
|
|
(a)
|
Charges associated with the termination of the defined benefit restoration pension plan, which are primarily recorded in selling, general, and administrative expenses.
|
(b)
|
Employee severance, professional fees, and other restructuring related charges which are primarily recorded in selling, general, and administrative expenses.
|
(c)
|
Charges related to the evaluation of acquisition transactions which are recorded in selling, general, and administrative expenses. In 2015, charges are primarily related to the Arizona Chemical Acquisition. In 2014 and 2013, charges are primarily related to the terminated Combination Agreement with LCY.
|
(d)
|
The charge recognized in 2014 includes
$2.4 million
related to engineering and design assets for projects we determined were no longer economically viable,
$1.4 million
related to information technology and office assets associated with restructuring activities, and
$0.9 million
related to other long-lived assets.
|
(e)
|
Impairment of spare parts inventory associated with the coal-burning boilers which were decommissioned in 2015 which is recorded in cost of goods sold.
|
(f)
|
In 2015, the reduction in costs is due to insurance recoveries related to the Belpre production downtime, which are primarily recorded in cost of goods sold. In 2014, weather-related production downtime at our Belpre, Ohio, facility and an operating disruption from a small fire at our Berre, France, facility, of which
$9.9 million
is recorded in cost of goods sold and $0.4 million is recorded in selling, general, and administrative expenses. In 2013, production downtime at our Belpre, Ohio, facility, in preparation for the installation of natural gas boilers to replace the coal-burning boilers required by the MACT legislation, which is recorded in cost of goods sold.
|
(g)
|
Startup costs related to the joint venture company, KFPC, which are recorded in selling, general, and administrative expenses.
|
(h)
|
Represents non-cash expense related to equity compensation plans. We historically recorded these costs in selling, general and administrative expenses; however, beginning in the second quarter of 2013, a portion of these costs were recorded in cost of goods sold and research and development expenses. In 2015, $
7.8 million
, $
0.7 million
and $
0.5 million
, in 2014,
$9.0 million
,
$0.9 million
and
$0.6 million
, and in 2013,
$7.1 million
,
$0.5 million
, and
$0.3 million
were recorded in selling, general, and administrative expenses, research and development expenses, and cost of goods sold, respectively.
|
|
Years ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(in thousands)
|
||||||||||
GAAP earnings (loss)
|
$
|
(0.34
|
)
|
|
$
|
0.07
|
|
|
$
|
(0.02
|
)
|
Retirement plan charges (a)
|
0.03
|
|
|
0.01
|
|
|
—
|
|
|||
Restructuring and other charges (b)
|
0.05
|
|
|
0.08
|
|
|
0.02
|
|
|||
Transaction and acquisition related costs (c)
|
0.67
|
|
|
0.29
|
|
|
0.28
|
|
|||
Impairment of long-lived assets (d)
|
—
|
|
|
0.14
|
|
|
—
|
|
|||
Impairment of spare parts inventory (e)
|
—
|
|
|
0.01
|
|
|
—
|
|
|||
Production downtime (f)
|
(0.02
|
)
|
|
0.31
|
|
|
0.11
|
|
|||
KFPC startup costs (g)
|
0.05
|
|
|
0.02
|
|
|
—
|
|
|||
Change in valuation allowance (h)
|
—
|
|
|
(0.05
|
)
|
|
(0.31
|
)
|
|||
Settlement of interest rate swap (i)
|
—
|
|
|
—
|
|
|
0.02
|
|
|||
Write-off of debt issuance cost (j)
|
—
|
|
|
—
|
|
|
0.16
|
|
|||
Spread between FIFO and ECRC
|
1.58
|
|
|
0.28
|
|
|
0.94
|
|
|||
Adjusted Earnings
|
$
|
2.02
|
|
|
$
|
1.16
|
|
|
$
|
1.20
|
|
(a)
|
Charges associated with the termination of the defined benefit restoration pension plan, which are primarily recorded in selling, general and administrative expenses.
|
(b)
|
Employee severance, professional fees and other restructuring related charges which are primarily recorded in selling, general and administrative expenses.
|
(c)
|
Charges related to the evaluation of acquisition transactions which are recorded in selling, general and administrative expenses. In 2015, charges are primarily related to the Arizona Chemical Acquisition. In 2014 and 2013, charges are primarily related to the terminated Combination Agreement with LCY.
|
(d)
|
The charge recognized in 2014 includes
$2.4 million
related to engineering and design assets for projects we determined were no longer economically viable,
$1.4 million
related to information technology and office assets associated with fourth quarter restructuring activities, and
$0.9 million
related to other long-lived assets.
|
(e)
|
Impairment of spare parts inventory associated with the coal-burning boilers which were decommissioned in 2015 which is recorded in cost of goods sold.
|
(f)
|
In 2015, the reduction in costs is due to insurance recoveries related to the Belpre production downtime, which are primarily recorded in cost of goods sold. In 2014, weather-related production downtime at our Belpre, Ohio, facility and an operating disruption from a small fire at our Berre, France, facility, of which
$9.9 million
is recorded in cost of goods sold and $0.4 million is recorded in selling, general and administrative expenses. In 2013, production downtime at our Belpre, Ohio, facility, in preparation for the installation of natural gas boilers to replace the coal-burning boilers required by the MACT legislation, which is recorded in cost of goods sold.
|
(g)
|
Startup costs related to the joint venture company, KFPC, which are recorded in selling, general and administrative expenses.
|
(h)
|
Income tax benefit related to a portion of the change in our valuation allowance for deferred tax assets.
|
(i)
|
Interest expense related to the termination and settlement of an interest rate swap agreement in connection with the refinancing of our credit facility.
|
(j)
|
Interest expense related to the write-off of unamortized debt issuance costs in connection with the refinancing of our credit facility.
|
Item 7.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
Product Group Revenue Percentage:
|
|
2015
|
|
2014
|
|
2013
|
|||
Performance Products
|
|
52.3
|
%
|
|
55.2
|
%
|
|
59.0
|
%
|
Specialty Polymers
|
|
33.9
|
%
|
|
33.5
|
%
|
|
31.9
|
%
|
Cariflex
|
|
13.8
|
%
|
|
11.3
|
%
|
|
9.0
|
%
|
Other
|
|
—
|
%
|
|
—
|
%
|
|
0.1
|
%
|
•
|
Sales volume was
306.5
kilotons in
2015
compared to
305.6
kilotons in
2014
.
|
•
|
Revenue was
$1,034.6 million
in
2015
compared to
$1,230.4 million
in
2014
.
|
•
|
Gross profit was
$228.7 million
in
2015
compared to
$237.1 million
in
2014
. Adjusted gross profit (non-GAAP) was
$279.5 million
in
2015
compared to
$257.9 million
in
2014
.
|
•
|
Adjusted EBITDA (non-GAAP) was
$166.8 million
in
2015
compared to
$147.2 million
in
2014
.
|
•
|
Net loss
attributable to Kraton was
$10.5 million
or
$0.34
per diluted share in
2015
compared to a
net income
of
$2.4 million
or
$0.07
per diluted share in
2014
.
|
•
|
Adjusted diluted earnings per share (non-GAAP) was
$2.02
in
2015
compared to
$1.16
in
2014
.
|
•
|
For the year ended
December 31, 2015
compared to the year ended
December 31, 2014
, foreign currency fluctuations had a negative impact on adjusted gross profit and adjusted EBITDA of
$16.5 million
and
$11.0 million
, respectively.
|
Revenue by Geography:
|
2015
|
|
2014
|
|
2013
|
|||
Americas
|
38.4
|
%
|
|
38.9
|
%
|
|
39.3
|
%
|
Europe, Middle East and Africa
|
33.1
|
%
|
|
36.4
|
%
|
|
38.7
|
%
|
Asia Pacific
|
28.5
|
%
|
|
24.7
|
%
|
|
22.0
|
%
|
•
|
Cariflex
™
revenue was
$142.9 million
for the year ended
December 31, 2015
compared to
$138.6 million
for the year ended
December 31, 2014
, an
increase
of
$4.3 million
or
3.1%
. Cariflex sales volumes
increase
d
10.2%
compared to the year ended
December 31, 2014
, driven primarily by higher sales into surgical glove applications. Higher sales volume, amounting to $14.5 million, was partially offset by a
$7.7 million
negative
effect from currency fluctuations and $2.5 million associated with lower selling prices primarily resulting from lower raw material costs.
|
•
|
Specialty Polymers
revenue was
$350.7 million
for the year ended
December 31, 2015
compared to
$412.4 million
for the year ended
December 31, 2014
, a
decline
of
$61.7 million
, or
15.0%
. The
negative
effect of currency fluctuations accounted for
$19.6 million
of the decline. The remaining decline reflects a $27.4 million impact from lower average selling prices primarily related to lower raw material costs and $14.8 million due to a
3.4%
decline in sales volumes. The decline in sales volume was largely due to lower sales into lubricant additive applications associated with inventory reduction measures by a significant customer, and, to a lesser extent, lower sales into personal care applications. Partially offsetting these declines were higher sales into medical, cable gel and consumer applications.
|
•
|
Performance Products
revenue was
$540.6 million
for the year ended
December 31, 2015
compared to
$678.9 million
for the year ended
December 31, 2014
, a decline of
$138.3 million
, or
20.4%
. The decline includes a
$61.8 million
negative
effect of currency fluctuations. The remaining decline was due to lower average selling prices primarily resulting from lower raw material costs. Sales volume
increase
d modestly, despite the previously disclosed seven kilotons of lost production at our Wesseling and Berre facilities in the second quarter 2015. The
increase
in sales volume was driven by higher sales into North American paving applications and personal care applications, largely offset by lower sales into adhesives and roofing applications.
|
•
|
Cariflex
™
revenue was $138.6 million for the year ended December 31, 2014 compared to $116.0 million for the year ended December 31, 2013. The $22.6 million or 19.5% revenue increase (an increase of $25.4 million or 21.9% excluding a $2.8 million negative effect from currency fluctuations) was due to a 24.1% increase in sales volumes led by sales into surgical glove applications, and to a lesser extent, increased sales into condom and medical stopper markets. The revenue contribution from higher sales volume was partially offset by lower average selling prices due to lower isoprene costs.
|
•
|
Specialty Polymers
revenue was $412.4 million for the year ended December 31, 2014 compared to $412.0 million for the year ended December 31, 2013. The $0.4 million or 0.1% revenue increase (an increase of $1.5 million or 0.4% excluding a $1.1 million negative effect from currency fluctuations) was due to a 4.6% increase in sales volume, which was offset by lower average selling prices reflective of lower raw material costs. The increase in sales volume was primarily due to growth in lubricant additives, cable gels, and polymer modification applications partially offset by lower volume into personal care applications.
|
•
|
Performance Products
revenue was $678.9 million for the year ended December 31, 2014 compared to $762.9 million for the year ended December 31, 2013. The $84.0 million or 11.0% revenue decline (a decline of $76.5 million or 10.0% excluding a $7.5 million negative effect from currency fluctuations) was due to a 6.2% reduction in sales volumes and, to a lesser extent, lower average selling prices driven by lower butadiene and isoprene costs. The decline in sales volume was primarily due to lower paving and roofing volumes in Europe, lower paving volumes in Asia Pacific and lower volumes into packaging & industrial adhesives applications.
|
Machinery and equipment
|
20 years
|
Building and land improvements
|
20 years
|
Manufacturing control equipment
|
10 years
|
Office equipment
|
5 years
|
Research equipment and facilities
|
5 years
|
Vehicles
|
5 years
|
Computer hardware and information systems
|
3 years
|
•
|
A
$1,350.0 million
senior secured term loan facility,
|
•
|
A private offering of
$440.0 million
in aggregate principal amount of
10.5%
senior notes, and
|
•
|
An amended and restated
$250.0 million
asset-based revolving credit facility,
$37.1 million
of which was drawn on the closing date.
|
•
|
$63.4 million
increase in cash flows associated with inventories of products, materials, and supplies, due to a decrease in inventory volumes for the year ended December 31, 2015 compared to an increase in inventory volumes for the year ended December 31, 2014. In addition, cash flows associated with inventories increased as a result of declining costs of raw material and finished goods inventories for the year ended December 31, 2015;
|
•
|
$27.5 million
increase in cash flows associated with trade accounts payable primarily due to the timing of payments; and
|
•
|
$8.4 million
net increase in cash flows due to the timing of payments of other items, including accounts receivable, related party transactions, taxes and pension costs.
|
•
|
$27.1 million
decrease in cash flows associated with inventories of products, materials, and supplies, largely due to increases in quantities of finished goods inventories partially offset by decreases in the cost of raw material and finished goods inventories;
|
•
|
$50.3 million
decrease in cash flows associated with trade accounts payable primarily due to the timing of payments and a decrease in the cost of raw materials; and
|
•
|
$33.8 million
net decrease in cash flows due to the timing of payments of other items, including related party transactions, taxes, and pension costs; partially offset by
|
•
|
$14.2 million
increase in cash flows associated with accounts receivable reflecting improved days sales outstanding and lower sales volumes.
|
•
|
$69.1 million
of capital expenditures incurred by KFPC in connection with the Taiwan plant construction;
|
•
|
$23.6 million
related to projects to optimize the production capabilities of our manufacturing assets, which includes
$9.5 million
to comply with the MACT rule; and
|
•
|
$18.4 million
related to health, safety and environmental, including infrastructure and maintenance projects.
|
•
|
$44.3 million
of capital expenditures incurred by KFPC in connection with the Taiwan plant construction;
|
•
|
$39.0 million
related to projects to optimize the production capabilities of our manufacturing assets, which includes
$26.8 million
to comply with the MACT rule; and
|
•
|
$20.7 million
related to health, safety, and environmental, including infrastructure and maintenance projects.
|
|
|
Payments Due by Period
|
||||||||||||||||||||||||||
Dollars in Millions
|
|
Total
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
2021 and
beyond |
||||||||||||||
Long-term debt obligations
|
|
$
|
350.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
350.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Estimated interest payments on debt
|
|
83.7
|
|
|
25.9
|
|
|
25.9
|
|
|
25.2
|
|
|
5.2
|
|
|
1.3
|
|
|
0.2
|
|
|||||||
Operating lease obligations
|
|
46.9
|
|
|
16.4
|
|
|
10.9
|
|
|
7.0
|
|
|
6.0
|
|
|
4.7
|
|
|
1.9
|
|
|||||||
Capital lease obligation
|
|
1.6
|
|
|
0.1
|
|
|
0.2
|
|
|
0.2
|
|
|
0.2
|
|
|
0.2
|
|
|
0.8
|
|
|||||||
Purchase obligations (1) (2)
|
|
2,353.5
|
|
|
214.2
|
|
|
139.7
|
|
|
139.4
|
|
|
135.0
|
|
|
134.5
|
|
|
1,590.7
|
|
|||||||
Deferred income tax liabilities - noncurrent (3)
|
|
9.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9.1
|
|
|||||||
Uncertain tax positions, including interest and penalties (4)
|
|
4.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4.3
|
|
|||||||
Estimated pension obligations (5)
|
|
45.3
|
|
|
1.1
|
|
|
2.5
|
|
|
3.9
|
|
|
5.1
|
|
|
6.2
|
|
|
26.5
|
|
|||||||
Total contractual cash obligations
|
|
$
|
2,894.4
|
|
|
$
|
257.7
|
|
|
$
|
179.2
|
|
|
$
|
175.7
|
|
|
$
|
501.5
|
|
|
$
|
146.9
|
|
|
$
|
1,633.5
|
|
(1)
|
Included in this line are our estimated minimum purchases required under our KFPC joint venture agreement. Due to the indefinite term of this joint venture, we have based our minimum purchases on an assumed 20 year useful life of the facility.
|
(2)
|
Pursuant to operating agreements with LyondellBasell, we are currently paying the costs incurred by them in connection with the operation and maintenance of, and other services related to, our Berre, France, and Wesseling, Germany, facilities. These obligation are not included in this table.
|
(3)
|
Deferred income tax liabilities may vary according to changes in tax laws, tax rates and the operating results. As a result, it is impractical to determine whether there will be a cash impact to an individual year. All noncurrent deferred income tax liabilities have been reflected in “2021 and beyond.”
|
(4)
|
Due to uncertainties in the timing of the effective settlement of tax positions with the respective taxing authorities, we are unable to determine the timing of payments related to uncertain tax positions, including interest and penalties. Amounts beyond the current year are therefore reflected in “2021 and beyond.”
|
(5)
|
This represents our future pension contributions utilizing the following assumptions:
|
•
|
The plan was “frozen” at
December 31, 2015
;
|
•
|
All assets at
December 31, 2015
were moved into a portfolio of high quality bonds whose cash flow matches the expected cash flow of the “frozen” plan. The yield on the portfolio of bonds as of
December 31, 2015
is equal to the estimated PPA effective rate at January 1,
2016
. Assets were assumed to remain in such portfolio until all obligations of the plan were paid out;
|
•
|
An estimated Pension Protection Act effective rate as of January 1,
2016
of 4.50%;
|
•
|
All contributions are made at the latest date allowable by law; and
|
•
|
All other assumptions as used in the
2015
funding actuarial valuation of the plan are met.
|
Item 7A.
|
Quantitative and Qualitative Disclosures about Market Risk.
|
Item 8.
|
Financial Statements and Supplementary Data.
|
Item 9.
|
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
|
Item 9A.
|
Controls and Procedures.
|
Item 9B.
|
Other Information.
|
Item 10.
|
Directors, Executive Officers and Corporate Governance.
|
Item 11.
|
Executive Compensation.
|
Item 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
|
Item 13.
|
Certain Relationships and Related Transactions, and Director Independence.
|
Item 14.
|
Principal Accountant Fees and Services.
|
Item 15.
|
Exhibits and Financial Statement Schedules.
|
(i)
|
The reports of KPMG LLP, Independent Registered Public Accounting Firm
|
(ii)
|
Consolidated Balance Sheets as of
December 31, 2015
and
2014
|
(iii)
|
Consolidated Statements of Operations—years ended
December 31, 2015
,
2014
, and
2013
|
(iv)
|
Consolidated Statements of Comprehensive Income (Loss)—years ended
December 31, 2015
,
2014
, and
2013
|
(v)
|
Consolidated Statements of Changes in Equity—years ended
December 31, 2015
,
2014
, and
2013
|
(vi)
|
Consolidated Statements of Cash Flows—years ended
December 31, 2015
,
2014
, and
2013
|
(vii)
|
Notes to consolidated financial statements
|
|
Kraton Performance Polymers, Inc.
|
|
|
|
/
S
/ K
EVIN
M. F
OGARTY
|
|
Kevin M. Fogarty
President and Chief Executive Officer
|
Signature
|
|
Title
|
|
|
|
/
S
/ K
EVIN
M. F
OGARTY
|
|
President, Chief Executive Officer and a Director
(Principal Executive Officer)
|
Kevin M. Fogarty
|
|
|
|
|
|
/
S
/ S
TEPHEN
E. T
REMBLAY
|
|
Executive Vice President and Chief Financial Officer (Principal Financial Officer)
|
Stephen E. Tremblay
|
|
|
|
|
|
/
S
/ C
HRIS
H. R
USSELL
|
|
Chief Accounting Officer
(Principal Accounting Officer)
|
Chris H. Russell
|
|
|
|
|
|
/
S
/ A
NNA
C. C
ATALANO
*
|
|
Director
|
Anna C. Catalano
|
|
|
|
|
|
/
S
/ S
TEVEN
J. D
EMETRIOU
*
|
|
Director
|
Steven J. Demetriou
|
|
|
|
|
|
/
S
/ D
OMINIQUE
F
OURNIER
*
|
|
Director
|
Dominique Fournier
|
|
|
|
|
|
/
S
/ J
OHN
J. G
ALLAGHER
, III*
|
|
Director
|
John J. Gallagher
|
|
|
|
|
|
/
S
/ B
ARRY
J. G
OLDSTEIN
*
|
|
Director
|
Barry J. Goldstein
|
|
|
|
|
|
/
S
/ F
RANCIS
S. K
ALMAN
*
|
|
Director
|
Francis S. Kalman
|
|
|
|
|
|
/
S
/ D
AN
F. S
MITH
*
|
|
Director
|
Dan F. Smith
|
|
|
|
|
|
/
S
/ K
AREN
A. T
WITCHELL
*
|
|
Director
|
Karen A. Twitchell
|
|
|
*By:
|
|
/
S
/ S
TEPHEN
E. T
REMBLAY
|
|
|
Stephen E. Tremblay
As attorney-in-fact
|
|
Page
|
Audited Consolidated Financial Statements
|
|
|
December 31, 2015
|
|
December 31, 2014
|
||||
ASSETS
|
|
|
|
|
|
||
Current assets:
|
|
|
|
|
|
||
Cash and cash equivalents
|
$
|
70,049
|
|
|
$
|
53,818
|
|
Receivables, net of allowances of $244 and $245
|
105,089
|
|
|
107,432
|
|
||
Inventories of products
|
264,107
|
|
|
326,992
|
|
||
Inventories of materials and supplies
|
12,138
|
|
|
10,968
|
|
||
Other current assets
|
31,278
|
|
|
24,521
|
|
||
Total current assets
|
482,661
|
|
|
523,731
|
|
||
Property, plant and equipment, less accumulated depreciation of $382,157 and $387,463
|
517,673
|
|
|
451,765
|
|
||
Intangible assets, less accumulated amortization of $100,093 and $88,939
|
41,602
|
|
|
49,610
|
|
||
Investment in unconsolidated joint venture
|
11,628
|
|
|
12,648
|
|
||
Debt issuance costs
|
13,480
|
|
|
7,153
|
|
||
Deferred income taxes
|
3,867
|
|
|
3,848
|
|
||
Other long-term assets
|
21,789
|
|
|
28,122
|
|
||
Total assets
|
$
|
1,092,700
|
|
|
$
|
1,076,877
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
||
Current liabilities:
|
|
|
|
|
|
||
Current portion of long-term debt
|
$
|
141
|
|
|
$
|
87
|
|
Accounts payable-trade
|
59,337
|
|
|
72,786
|
|
||
Other payables and accruals
|
91,011
|
|
|
50,888
|
|
||
Due to related party
|
14,101
|
|
|
18,121
|
|
||
Total current liabilities
|
164,590
|
|
|
141,882
|
|
||
Long-term debt, net of current portion
|
429,056
|
|
|
351,785
|
|
||
Deferred income taxes
|
9,070
|
|
|
11,320
|
|
||
Other long-term liabilities
|
96,992
|
|
|
103,739
|
|
||
Total liabilities
|
699,708
|
|
|
608,726
|
|
||
Commitments and contingencies (note 12)
|
|
|
|
|
|
||
Equity:
|
|
|
|
|
|
||
Kraton stockholders’ equity:
|
|
|
|
|
|
||
Preferred stock, $0.01 par value; 100,000 shares authorized; none issued
|
—
|
|
|
—
|
|
||
Common stock, $0.01 par value; 500,000 shares authorized; 30,569 shares issued and outstanding at December 31, 2015; 31,831 shares issued and outstanding at December 31, 2014
|
306
|
|
|
318
|
|
||
Additional paid in capital
|
349,871
|
|
|
361,342
|
|
||
Retained earnings
|
147,131
|
|
|
168,041
|
|
||
Accumulated other comprehensive loss
|
(138,568
|
)
|
|
(99,218
|
)
|
||
Total Kraton stockholders’ equity
|
358,740
|
|
|
430,483
|
|
||
Noncontrolling interest
|
34,252
|
|
|
37,668
|
|
||
Total equity
|
392,992
|
|
|
468,151
|
|
||
Total liabilities and equity
|
$
|
1,092,700
|
|
|
$
|
1,076,877
|
|
|
Years ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Revenue
|
$
|
1,034,626
|
|
|
$
|
1,230,433
|
|
|
$
|
1,292,121
|
|
Cost of goods sold
|
805,970
|
|
|
993,366
|
|
|
1,066,289
|
|
|||
Gross profit
|
228,656
|
|
|
237,067
|
|
|
225,832
|
|
|||
Operating expenses:
|
|
|
|
|
|
|
|
|
|||
Research and development
|
31,024
|
|
|
31,370
|
|
|
32,014
|
|
|||
Selling, general, and administrative
|
117,308
|
|
|
104,209
|
|
|
105,558
|
|
|||
Depreciation and amortization
|
62,093
|
|
|
66,242
|
|
|
63,182
|
|
|||
Impairment of long-lived assets
|
—
|
|
|
4,731
|
|
|
—
|
|
|||
Total operating expenses
|
210,425
|
|
|
206,552
|
|
|
200,754
|
|
|||
Earnings of unconsolidated joint venture
|
406
|
|
|
407
|
|
|
530
|
|
|||
Interest expense, net
|
24,223
|
|
|
24,594
|
|
|
30,470
|
|
|||
Income (loss) before income taxes
|
(5,586
|
)
|
|
6,328
|
|
|
(4,862
|
)
|
|||
Income tax expense (benefit)
|
6,943
|
|
|
5,118
|
|
|
(3,887
|
)
|
|||
Consolidated net income (loss)
|
(12,529
|
)
|
|
1,210
|
|
|
(975
|
)
|
|||
Net loss attributable to noncontrolling interest
|
(1,994
|
)
|
|
(1,209
|
)
|
|
(357
|
)
|
|||
Net income (loss) attributable to Kraton
|
$
|
(10,535
|
)
|
|
$
|
2,419
|
|
|
$
|
(618
|
)
|
Earnings (loss) per common share:
|
|
|
|
|
|
|
|
|
|||
Basic
|
(0.34
|
)
|
|
0.07
|
|
|
(0.02
|
)
|
|||
Diluted
|
(0.34
|
)
|
|
0.07
|
|
|
(0.02
|
)
|
|||
Weighted average common shares outstanding:
|
|
|
|
|
|
|
|
|
|||
Basic
|
30,574
|
|
|
32,163
|
|
|
32,096
|
|
|||
Diluted
|
30,574
|
|
|
32,483
|
|
|
32,096
|
|
|
Years ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Net income (loss) attributable to Kraton
|
$
|
(10,535
|
)
|
|
$
|
2,419
|
|
|
$
|
(618
|
)
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|||
Foreign currency translation adjustments, net of tax of $0
|
(44,125
|
)
|
|
(44,628
|
)
|
|
(4,198
|
)
|
|||
Reclassification of loss on interest rate swap, net of tax of $0
|
—
|
|
|
—
|
|
|
837
|
|
|||
Unrealized loss on net investment hedge, net of tax of $0
|
—
|
|
|
—
|
|
|
(490
|
)
|
|||
(Increase) decrease in benefit plans liability, net of tax of $2,683, $0, and $10,065
|
4,775
|
|
|
(33,338
|
)
|
|
17,109
|
|
|||
Other comprehensive income (loss), net of tax
|
(39,350
|
)
|
|
(77,966
|
)
|
|
13,258
|
|
|||
Comprehensive income (loss) attributable to Kraton
|
(49,885
|
)
|
|
(75,547
|
)
|
|
12,640
|
|
|||
Comprehensive loss attributable to noncontrolling interest
|
(3,416
|
)
|
|
(3,240
|
)
|
|
(722
|
)
|
|||
Consolidated comprehensive income (loss)
|
$
|
(53,301
|
)
|
|
$
|
(78,787
|
)
|
|
$
|
11,918
|
|
|
Common
Stock
|
|
Additional
Paid in
Capital
|
|
Retained
Earnings
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Total Kraton
Equity
|
|
Noncontrolling
Interest
|
|
Total Equity
|
||||||||||||||
Balance at January 1, 2013
|
$
|
323
|
|
|
$
|
354,957
|
|
|
$
|
171,445
|
|
|
$
|
(34,510
|
)
|
|
$
|
492,215
|
|
|
$
|
—
|
|
|
$
|
492,215
|
|
Net loss
|
—
|
|
|
—
|
|
|
(618
|
)
|
|
—
|
|
|
(618
|
)
|
|
(357
|
)
|
|
(975
|
)
|
|||||||
Other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
13,258
|
|
|
13,258
|
|
|
(365
|
)
|
|
12,893
|
|
|||||||
Consolidation of variable interest entity
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
41,630
|
|
|
41,630
|
|
|||||||
Exercise of stock options
|
2
|
|
|
739
|
|
|
—
|
|
|
—
|
|
|
741
|
|
|
—
|
|
|
741
|
|
|||||||
Non-cash compensation related to equity awards
|
—
|
|
|
7,894
|
|
|
—
|
|
|
—
|
|
|
7,894
|
|
|
—
|
|
|
7,894
|
|
|||||||
Balance at December 31, 2013
|
$
|
325
|
|
|
$
|
363,590
|
|
|
$
|
170,827
|
|
|
$
|
(21,252
|
)
|
|
$
|
513,490
|
|
|
$
|
40,908
|
|
|
$
|
554,398
|
|
Net income (loss)
|
—
|
|
|
—
|
|
|
2,419
|
|
|
—
|
|
|
2,419
|
|
|
(1,209
|
)
|
|
1,210
|
|
|||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(77,966
|
)
|
|
(77,966
|
)
|
|
(2,031
|
)
|
|
(79,997
|
)
|
|||||||
Retired treasury stock from employee tax withholdings
|
—
|
|
|
(704
|
)
|
|
—
|
|
|
—
|
|
|
(704
|
)
|
|
—
|
|
|
(704
|
)
|
|||||||
Retired treasury stock from share repurchases
|
(10
|
)
|
|
(13,464
|
)
|
|
(5,205
|
)
|
|
—
|
|
|
(18,679
|
)
|
|
—
|
|
|
(18,679
|
)
|
|||||||
Exercise of stock options
|
1
|
|
|
1,447
|
|
|
—
|
|
|
—
|
|
|
1,448
|
|
|
—
|
|
|
1,448
|
|
|||||||
Non-cash compensation related to equity awards
|
2
|
|
|
10,473
|
|
|
—
|
|
|
—
|
|
|
10,475
|
|
|
—
|
|
|
10,475
|
|
|||||||
Balance at December 31, 2014
|
$
|
318
|
|
|
$
|
361,342
|
|
|
$
|
168,041
|
|
|
$
|
(99,218
|
)
|
|
$
|
430,483
|
|
|
$
|
37,668
|
|
|
$
|
468,151
|
|
Net loss
|
—
|
|
|
—
|
|
|
(10,535
|
)
|
|
—
|
|
|
(10,535
|
)
|
|
(1,994
|
)
|
|
(12,529
|
)
|
|||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(39,350
|
)
|
|
(39,350
|
)
|
|
(1,422
|
)
|
|
(40,772
|
)
|
|||||||
Retired treasury stock from employee tax withholdings
|
—
|
|
|
(578
|
)
|
|
—
|
|
|
—
|
|
|
(578
|
)
|
|
—
|
|
|
(578
|
)
|
|||||||
Retired treasury stock from share repurchases
|
(16
|
)
|
|
(20,930
|
)
|
|
(10,375
|
)
|
|
—
|
|
|
(31,321
|
)
|
|
—
|
|
|
(31,321
|
)
|
|||||||
Exercise of stock options
|
1
|
|
|
1,025
|
|
|
—
|
|
|
—
|
|
|
1,026
|
|
|
—
|
|
|
1,026
|
|
|||||||
Non-cash compensation related to equity awards
|
3
|
|
|
9,012
|
|
|
—
|
|
|
—
|
|
|
9,015
|
|
|
—
|
|
|
9,015
|
|
|||||||
Balance at December 31, 2015
|
$
|
306
|
|
|
$
|
349,871
|
|
|
$
|
147,131
|
|
|
$
|
(138,568
|
)
|
|
$
|
358,740
|
|
|
$
|
34,252
|
|
|
$
|
392,992
|
|
|
Years ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
|
|
|
|
|||
Consolidated net income (loss)
|
$
|
(12,529
|
)
|
|
$
|
1,210
|
|
|
$
|
(975
|
)
|
Adjustments to reconcile consolidated net income (loss) to net cash provided by operating activities:
|
|
|
|
|
|
|
|
|
|||
Depreciation and amortization
|
62,093
|
|
|
66,242
|
|
|
63,182
|
|
|||
Amortization of debt premium
|
(174
|
)
|
|
(164
|
)
|
|
(153
|
)
|
|||
Amortization of debt issuance costs
|
2,233
|
|
|
2,223
|
|
|
7,389
|
|
|||
(Gain) loss on disposal of property, plant, and equipment
|
237
|
|
|
314
|
|
|
(52
|
)
|
|||
Impairment of long-lived assets
|
—
|
|
|
4,731
|
|
|
—
|
|
|||
Impairment of spare parts inventory
|
—
|
|
|
430
|
|
|
—
|
|
|||
Earnings from unconsolidated joint venture, net of dividends received
|
(43
|
)
|
|
80
|
|
|
(108
|
)
|
|||
Deferred income tax expense (benefit)
|
(3,114
|
)
|
|
(2,523
|
)
|
|
(15,546
|
)
|
|||
Share-based compensation
|
9,015
|
|
|
10,475
|
|
|
7,894
|
|
|||
Decrease (increase) in:
|
|
|
|
|
|
|
|
|
|||
Accounts receivable
|
(5,149
|
)
|
|
13,005
|
|
|
(1,158
|
)
|
|||
Inventories of products, materials, and supplies
|
47,530
|
|
|
(15,883
|
)
|
|
11,246
|
|
|||
Other assets
|
(5,466
|
)
|
|
(6,437
|
)
|
|
179
|
|
|||
Increase (decrease) in:
|
|
|
|
|
|
|
|
|
|||
Accounts payable-trade
|
(7,910
|
)
|
|
(35,368
|
)
|
|
14,944
|
|
|||
Other payables and accruals
|
21,232
|
|
|
(30
|
)
|
|
934
|
|
|||
Other long-term liabilities
|
(163
|
)
|
|
(3,849
|
)
|
|
3,384
|
|
|||
Due to related party
|
(3,945
|
)
|
|
(4,598
|
)
|
|
14,296
|
|
|||
Net cash provided by operating activities
|
103,847
|
|
|
29,858
|
|
|
105,456
|
|
|||
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
|
|
|
|
|
|||
Kraton purchase of property, plant, and equipment
|
(57,065
|
)
|
|
(66,398
|
)
|
|
(69,143
|
)
|
|||
KFPC purchase of property, plant, and equipment
|
(69,105
|
)
|
|
(44,277
|
)
|
|
(11,937
|
)
|
|||
Purchase of software and other intangibles
|
(2,572
|
)
|
|
(3,710
|
)
|
|
(5,125
|
)
|
|||
Settlement of net investment hedge
|
—
|
|
|
—
|
|
|
(2,490
|
)
|
|||
Net cash used in investing activities
|
(128,742
|
)
|
|
(114,385
|
)
|
|
(88,695
|
)
|
|||
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
|||
Proceeds from debt
|
30,000
|
|
|
39,000
|
|
|
40,000
|
|
|||
Repayments of debt
|
(30,000
|
)
|
|
(39,000
|
)
|
|
(136,875
|
)
|
|||
KFPC proceeds from debt
|
80,094
|
|
|
—
|
|
|
—
|
|
|||
Capital lease payments
|
(133
|
)
|
|
(6,007
|
)
|
|
(2,950
|
)
|
|||
Contribution from noncontrolling interest
|
—
|
|
|
—
|
|
|
41,630
|
|
|||
Purchase of treasury stock
|
(31,899
|
)
|
|
(19,383
|
)
|
|
—
|
|
|||
Proceeds from the exercise of stock options
|
1,026
|
|
|
1,448
|
|
|
741
|
|
|||
Debt issuance costs
|
(1,957
|
)
|
|
(485
|
)
|
|
(4,794
|
)
|
|||
Net cash provided by (used in) financing activities
|
47,131
|
|
|
(24,427
|
)
|
|
(62,248
|
)
|
|||
Effect of exchange rate differences on cash
|
(6,005
|
)
|
|
(13,100
|
)
|
|
(1,807
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
16,231
|
|
|
(122,054
|
)
|
|
(47,294
|
)
|
|||
Cash and cash equivalents, beginning of period
|
53,818
|
|
|
175,872
|
|
|
223,166
|
|
|||
Cash and cash equivalents, end of period
|
$
|
70,049
|
|
|
$
|
53,818
|
|
|
$
|
175,872
|
|
Supplemental disclosures
|
|
|
|
|
|
|
|
|
|||
Cash paid during the period for income taxes, net of refunds received
|
$
|
6,340
|
|
|
$
|
10,724
|
|
|
$
|
8,885
|
|
Cash paid during the period for interest, net of capitalized interest
|
$
|
21,157
|
|
|
$
|
22,396
|
|
|
$
|
23,543
|
|
Capitalized interest
|
$
|
4,185
|
|
|
$
|
3,198
|
|
|
$
|
4,180
|
|
Supplemental non-cash disclosures
|
|
|
|
|
|
|
|
|
|||
Property, plant, and equipment accruals
|
$
|
16,883
|
|
|
$
|
5,375
|
|
|
$
|
8,757
|
|
Asset acquired through capital lease
|
$
|
681
|
|
|
$
|
7,033
|
|
|
$
|
2,950
|
|
|
PAGE
|
•
|
the useful lives of fixed assets;
|
•
|
allowances for doubtful accounts and sales returns;
|
•
|
the valuation of derivatives, deferred tax assets, property, plant and equipment, inventory, investments, and share-based compensation; and
|
•
|
liabilities for employee benefit obligations, environmental matters, asset retirement obligations, income tax uncertainties, and other contingencies.
|
Machinery and equipment
|
20 years
|
Building and land improvements
|
20 years
|
Manufacturing control equipment
|
10 years
|
Office equipment
|
5 years
|
Research equipment and facilities
|
5 years
|
Vehicles
|
5 years
|
Computer hardware and information systems
|
3 years
|
Technology
|
15 years
|
Customer relationships
|
15 years
|
Tradenames/trademarks
|
15 years
|
Software
|
10 years
|
•
|
A
$1,350.0 million
six
-year senior secured first lien term loan facility,
|
•
|
A private offering of
$440.0 million
in aggregate principal amount of
10.5%
senior notes due 2023, and
|
•
|
An amended and restated
$250.0 million
five
-year asset-based revolving credit facility,
$37.1 million
of which was drawn on the closing date.
|
|
Options
|
|
Weighted
Average
Exercise
Price
|
|||
|
(in thousands)
|
|
|
|||
Outstanding at December 31, 2014
|
1,619
|
|
|
$
|
24.52
|
|
Granted
|
—
|
|
|
—
|
|
|
Exercised
|
64
|
|
|
15.99
|
|
|
Forfeited
|
11
|
|
|
26.56
|
|
|
Expired
|
78
|
|
|
32.27
|
|
|
Outstanding at December 31, 2015
|
1,466
|
|
|
24.47
|
|
|
Exercisable at December 31, 2015
|
1,319
|
|
|
$
|
24.19
|
|
|
Options
|
|
Weighted Average
Exercise Price
|
|
Aggregate Intrinsic
Value (1)
|
|
Weighted Average
Remaining Contractual Term
|
|||||
|
(in thousands)
|
|
|
|
(in thousands)
|
|
(in years)
|
|||||
Outstanding options
|
1,466
|
|
|
$
|
24.47
|
|
|
$
|
1,228
|
|
|
5.05
|
Exercisable options
|
1,319
|
|
|
$
|
24.19
|
|
|
$
|
1,228
|
|
|
4.73
|
|
Shares
|
|
Weighted-
average
Grant-date
Fair Value
|
|||
|
(in thousands)
|
|
|
|||
Non-vested shares at December 31, 2014
|
554
|
|
|
$
|
25.40
|
|
Granted
|
366
|
|
|
19.84
|
|
|
Vested
|
143
|
|
|
24.88
|
|
|
Forfeited
|
72
|
|
|
24.70
|
|
|
Non-vested shares at December 31, 2015
|
705
|
|
|
$
|
22.69
|
|
|
Shares
|
|
Weighted-
average
Grant-date
Fair Value
|
|||
|
(in thousands)
|
|
|
|||
Non-vested shares at December 31, 2014
|
137
|
|
|
$
|
25.40
|
|
Granted
|
241
|
|
|
21.25
|
|
|
Vested
|
—
|
|
|
—
|
|
|
Forfeited
|
49
|
|
|
26.10
|
|
|
Non-vested shares at December 31, 2015
|
329
|
|
|
$
|
22.27
|
|
|
December 31,
|
||||||
|
2015
|
|
2014
|
||||
|
(in thousands)
|
||||||
Inventories of products:
|
|
|
|
||||
Finished products
|
$
|
211,273
|
|
|
$
|
253,834
|
|
Work in progress
|
4,501
|
|
|
5,552
|
|
||
Raw materials
|
48,333
|
|
|
67,606
|
|
||
Total inventories of products
|
$
|
264,107
|
|
|
$
|
326,992
|
|
Property, plant and equipment:
|
|
|
|
||||
Land
|
$
|
10,164
|
|
|
$
|
11,240
|
|
Buildings
|
46,234
|
|
|
47,646
|
|
||
Plant and equipment
|
675,822
|
|
|
658,258
|
|
||
Construction in progress (1)
|
167,610
|
|
|
122,084
|
|
||
Property, plant and equipment
|
899,830
|
|
|
839,228
|
|
||
Less accumulated depreciation
|
382,157
|
|
|
387,463
|
|
||
Property, plant and equipment, net of accumulated depreciation
|
$
|
517,673
|
|
|
$
|
451,765
|
|
Intangible assets:
|
|
|
|
||||
Technology
|
$
|
45,553
|
|
|
$
|
44,979
|
|
Customer relationships
|
35,145
|
|
|
35,145
|
|
||
Tradenames/trademarks
|
26,562
|
|
|
25,393
|
|
||
Software
|
34,435
|
|
|
33,032
|
|
||
Intangible assets
|
141,695
|
|
|
138,549
|
|
||
Less accumulated amortization:
|
|
|
|
||||
Technology
|
35,833
|
|
|
32,835
|
|
||
Customer relationships
|
28,170
|
|
|
25,827
|
|
||
Tradenames/trademarks
|
18,819
|
|
|
17,127
|
|
||
Software
|
17,271
|
|
|
13,150
|
|
||
Total accumulated amortization
|
100,093
|
|
|
88,939
|
|
||
Intangible assets, net of accumulated amortization
|
$
|
41,602
|
|
|
$
|
49,610
|
|
(1)
|
Construction in progress includes
$7.0 million
of assets financed with short term capital leases as of December 31,
2014
.
|
|
December 31,
|
||||||
|
2015
|
|
2014
|
||||
|
(in thousands)
|
||||||
Other payables and accruals:
|
|
|
|
||||
Employee related
|
$
|
23,850
|
|
|
$
|
16,156
|
|
Interest payable
|
8,004
|
|
|
7,959
|
|
||
Arizona Chemical transaction accrual
|
18,267
|
|
|
—
|
|
||
Property, plant, and equipment accrual
|
16,142
|
|
|
3,864
|
|
||
Other
|
24,748
|
|
|
22,909
|
|
||
Total other payables and accruals
|
$
|
91,011
|
|
|
$
|
50,888
|
|
Other long-term liabilities:
|
|
|
|
||||
Pension and other postretirement benefits
|
$
|
85,997
|
|
|
$
|
86,605
|
|
Other
|
10,995
|
|
|
17,134
|
|
||
Total other long-term liabilities
|
$
|
96,992
|
|
|
$
|
103,739
|
|
December 31:
|
Amortization
Expense
|
||
|
(in thousands)
|
||
2016
|
$
|
10,826
|
|
2017
|
$
|
10,265
|
|
2018
|
$
|
9,843
|
|
2019
|
$
|
2,406
|
|
2020
|
$
|
1,206
|
|
|
|
Cumulative Foreign Currency Translation
|
|
Unrealized Loss on Net Investment Hedges
|
|
Benefit Plans Liability,
Net of Tax
|
|
Total
|
||||||||
Balance at December 31, 2013
|
|
$
|
22,758
|
|
|
$
|
(1,926
|
)
|
|
$
|
(42,084
|
)
|
|
$
|
(21,252
|
)
|
Other comprehensive income (loss) before reclassifications
|
|
(44,628
|
)
|
|
—
|
|
|
(36,078
|
)
|
|
(80,706
|
)
|
||||
Amounts reclassified from accumulated other comprehensive loss
|
|
—
|
|
|
—
|
|
|
2,740
|
|
|
2,740
|
|
||||
Net other comprehensive income (loss) for the year
|
|
(44,628
|
)
|
|
—
|
|
|
(33,338
|
)
|
|
(77,966
|
)
|
||||
Balance at December 31, 2014
|
|
(21,870
|
)
|
|
(1,926
|
)
|
|
(75,422
|
)
|
|
(99,218
|
)
|
||||
Other comprehensive income (loss) before reclassifications
|
|
(44,125
|
)
|
|
—
|
|
|
975
|
|
|
(43,150
|
)
|
||||
Amounts reclassified from accumulated other comprehensive loss
|
|
—
|
|
|
—
|
|
|
3,800
|
|
|
3,800
|
|
||||
Net other comprehensive income (loss) for the year
|
|
(44,125
|
)
|
|
—
|
|
|
4,775
|
|
|
(39,350
|
)
|
||||
Balance at December 31, 2015
|
|
$
|
(65,995
|
)
|
|
$
|
(1,926
|
)
|
|
$
|
(70,647
|
)
|
|
$
|
(138,568
|
)
|
Details about amounts reclassified from Accumulated Other Comprehensive Income (Loss) into Net Income
|
|
Location of Reclassification
Income/(Expense) in
Consolidated Statement of Operations |
|
Year Ended December 31,
|
||||||||
|
2015
|
|
2014
|
|||||||||
Amortization of pension and other post-retirement items
|
|
|
|
|
|
|
||||||
Amortization of net actuarial loss
|
|
(1)
|
|
$
|
(5,143
|
)
|
|
$
|
(2,375
|
)
|
||
Curtailment loss
|
|
(1)
|
|
—
|
|
|
(365
|
)
|
||||
Settlement loss
|
|
(1)
|
|
(792
|
)
|
|
—
|
|
||||
|
|
Provision for income taxes
|
|
2,135
|
|
|
—
|
|
||||
|
|
|
|
$
|
(3,800
|
)
|
|
$
|
(2,740
|
)
|
(1)
|
These components are allocated between cost of good sold, selling, general and administrative and research and development expenses in the Consolidated Statement of Operations. See
Note 13. Employee Benefits
for further information related to net periodic benefit cost for pension and other post-retirement benefit plans.
|
|
Year ended December 31, 2015
|
|||||||||
|
Net
Income attributable to Kraton |
|
Weighted
Average Shares Outstanding |
|
Earnings
Per Share |
|||||
|
(in thousands, except per share data)
|
|||||||||
Basic:
|
|
|
|
|
|
|||||
As reported
|
$
|
(10,535
|
)
|
|
31,128
|
|
|
|
||
Amounts allocated to unvested restricted shares
|
187
|
|
|
(554
|
)
|
|
|
|||
Amounts available to common stockholders
|
$
|
(10,348
|
)
|
|
30,574
|
|
|
$
|
(0.34
|
)
|
Diluted:
|
|
|
|
|
|
|||||
Amounts allocated to unvested restricted shares
|
(187
|
)
|
|
554
|
|
|
|
|||
Non participating share units
|
|
|
—
|
|
|
|
||||
Stock options added under the treasury stock method
|
|
|
—
|
|
|
|
||||
Amounts reallocated to unvested restricted shares
|
187
|
|
|
(554
|
)
|
|
|
|||
Amounts available to stockholders and assumed conversions
|
$
|
(10,348
|
)
|
|
30,574
|
|
|
$
|
(0.34
|
)
|
|
Year ended December 31, 2014
|
|||||||||
|
Net
Income attributable to Kraton |
|
Weighted
Average Shares Outstanding |
|
Earnings
Per Share |
|||||
|
(in thousands, except per share data)
|
|||||||||
Basic:
|
|
|
|
|
|
|||||
As reported
|
$
|
2,419
|
|
|
32,655
|
|
|
|
||
Amounts allocated to unvested restricted shares
|
(36
|
)
|
|
(492
|
)
|
|
|
|||
Amounts available to common stockholders
|
$
|
2,383
|
|
|
32,163
|
|
|
$
|
0.07
|
|
Diluted:
|
|
|
|
|
|
|||||
Amounts allocated to unvested restricted shares
|
36
|
|
|
492
|
|
|
|
|||
Non participating share units
|
|
|
114
|
|
|
|
||||
Stock options added under the treasury stock method
|
|
|
206
|
|
|
|
||||
Amounts reallocated to unvested restricted shares
|
(36
|
)
|
|
(492
|
)
|
|
|
|||
Amounts available to stockholders and assumed conversions
|
$
|
2,383
|
|
|
32,483
|
|
|
$
|
0.07
|
|
|
Year ended December 31, 2013
|
|||||||||
|
Net
Loss attributable to Kraton |
|
Weighted
Average Shares Outstanding |
|
Loss
Per Share |
|||||
|
(in thousands, except per share data)
|
|||||||||
Basic:
|
|
|
|
|
|
|||||
As reported
|
$
|
(618
|
)
|
|
32,488
|
|
|
|
||
Amounts allocated to unvested restricted shares
|
7
|
|
|
(392
|
)
|
|
|
|||
Amounts available to common stockholders
|
$
|
(611
|
)
|
|
32,096
|
|
|
$
|
(0.02
|
)
|
Diluted:
|
|
|
|
|
|
|||||
Amounts allocated to unvested restricted shares
|
(7
|
)
|
|
392
|
|
|
|
|||
Non participating share units
|
|
|
—
|
|
|
|
||||
Stock options added under the treasury stock method
|
|
|
—
|
|
|
|
||||
Amounts reallocated to unvested restricted shares
|
7
|
|
|
(392
|
)
|
|
|
|||
Amounts available to stockholders and assumed conversions
|
$
|
(611
|
)
|
|
32,096
|
|
|
$
|
(0.02
|
)
|
|
December 31, 2015
|
|
December 31, 2014
|
||||||||||||||||||||
|
(in thousands)
|
||||||||||||||||||||||
|
Principal
|
|
Unamortized Premium
|
|
Total
|
|
Principal
|
|
Unamortized Premium
|
|
Total
|
||||||||||||
6.75% unsecured notes
|
$
|
350,000
|
|
|
$
|
651
|
|
|
$
|
350,651
|
|
|
$
|
350,000
|
|
|
$
|
825
|
|
|
$
|
350,825
|
|
KFPC loan agreement
|
76,912
|
|
|
—
|
|
|
76,912
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Capital lease obligation
|
1,634
|
|
|
—
|
|
|
1,634
|
|
|
1,047
|
|
|
—
|
|
|
1,047
|
|
||||||
Total debt
|
428,546
|
|
|
651
|
|
|
429,197
|
|
|
351,047
|
|
|
825
|
|
|
351,872
|
|
||||||
Less current portion of total debt
|
141
|
|
|
—
|
|
|
141
|
|
|
87
|
|
|
—
|
|
|
87
|
|
||||||
Long-term debt
|
$
|
428,405
|
|
|
$
|
651
|
|
|
$
|
429,056
|
|
|
$
|
350,960
|
|
|
$
|
825
|
|
|
$
|
351,785
|
|
December 31:
|
Principal
Payments
|
||
|
(in thousands)
|
||
2016
|
$
|
141
|
|
2017
|
7,841
|
|
|
2018
|
15,541
|
|
|
2019
|
365,551
|
|
|
2020
|
38,636
|
|
|
Thereafter
|
836
|
|
|
Total debt
|
$
|
428,546
|
|
•
|
Level 1—Inputs that are quoted prices (unadjusted) for identical assets or liabilities in active markets;
|
•
|
Level 2—Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability, including:
|
•
|
Quoted prices for similar assets or liabilities in active markets
|
•
|
Quoted prices for identical or similar assets or liabilities in markets that are not active
|
•
|
Inputs other than quoted prices that is observable for the asset or liability
|
•
|
Inputs that are derived principally from or corroborated by observable market data by correlation or other means; and
|
•
|
Level 3—Inputs that are unobservable and reflect our assumptions used in pricing the asset or liability based on the best information available under the circumstances (e.g., internally derived assumptions surrounding the timing and amount of expected cash flows).
|
|
|
|
|
|
|
Fair Value Measurements at Reporting Date
Using
|
||||||||||||
|
|
Balance Sheet Location
|
|
December 31, 2015
|
|
Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||
|
|
|
|
|
|
(in thousands)
|
||||||||||||
Retirement plan asset—current
|
|
Other current assets
|
|
$
|
272
|
|
|
$
|
272
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Retirement plan asset—noncurrent
|
|
Other long-term assets
|
|
1,636
|
|
|
1,636
|
|
|
—
|
|
|
—
|
|
||||
Total
|
|
|
|
$
|
1,908
|
|
|
$
|
1,908
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
Fair Value Measurements at Reporting Date
Using
|
||||||||||||
|
|
Balance Sheet Location
|
|
December 31, 2014
|
|
Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||
|
|
|
|
|
|
(in thousands)
|
||||||||||||
Retirement plan asset—current
|
|
Other current assets
|
|
$
|
272
|
|
|
$
|
272
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Retirement plan asset—noncurrent
|
|
Other long-term assets
|
|
2,055
|
|
|
2,055
|
|
|
—
|
|
|
—
|
|
||||
Total
|
|
|
|
$
|
2,327
|
|
|
$
|
2,327
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
Fair Value Measurements as of Reporting Date
|
|
|
||||||||||||||||
|
|
Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
December 31, 2014
|
|
Total
Impairment
Charges
|
||||||||||
|
|
(in thousands)
|
||||||||||||||||||
Long-lived assets
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
723
|
|
|
$
|
723
|
|
|
$
|
4,731
|
|
Total
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
723
|
|
|
$
|
723
|
|
|
$
|
4,731
|
|
|
|
December 31, 2015
|
|
December 31, 2014
|
||||||||||||
|
|
Carrying
Value
|
|
Fair
Value
|
|
Carrying
Value
|
|
Fair
Value
|
||||||||
|
|
(in thousands)
|
||||||||||||||
6.75% unsecured notes (quoted prices in active market for identical assets – level 1)
|
|
$
|
350,651
|
|
|
$
|
350,000
|
|
|
$
|
350,825
|
|
|
$
|
358,750
|
|
Capital lease obligation (significant other observable inputs - level 2)
|
|
$
|
1,634
|
|
|
$
|
1,634
|
|
|
$
|
1,047
|
|
|
$
|
1,047
|
|
|
Years ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(in thousands)
|
||||||||||
Current tax provision (benefit):
|
|
|
|
|
|
||||||
U.S.
|
$
|
34
|
|
|
$
|
550
|
|
|
$
|
(49
|
)
|
Foreign
|
10,023
|
|
|
7,091
|
|
|
11,708
|
|
|||
Total current tax provision
|
10,057
|
|
|
7,641
|
|
|
11,659
|
|
|||
Deferred tax provision (benefit):
|
|
|
|
|
|
||||||
U.S.
|
(2,683
|
)
|
|
—
|
|
|
(10,065
|
)
|
|||
Foreign
|
(431
|
)
|
|
(2,523
|
)
|
|
(5,481
|
)
|
|||
Total deferred tax provision (benefit)
|
(3,114
|
)
|
|
(2,523
|
)
|
|
(15,546
|
)
|
|||
Total income tax expense (benefit)
|
$
|
6,943
|
|
|
$
|
5,118
|
|
|
$
|
(3,887
|
)
|
|
Years ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(in thousands)
|
||||||||||
Income (loss) before income taxes:
|
|
|
|
|
|
||||||
U.S.
|
$
|
(41,455
|
)
|
|
$
|
8,391
|
|
|
$
|
(39,445
|
)
|
Foreign
|
35,869
|
|
|
(2,063
|
)
|
|
34,583
|
|
|||
Total income (loss) before income taxes
|
$
|
(5,586
|
)
|
|
$
|
6,328
|
|
|
$
|
(4,862
|
)
|
|
Years ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(in thousands)
|
||||||||||
Income taxes at the statutory rate
|
$
|
(1,955
|
)
|
|
$
|
2,215
|
|
|
$
|
(1,702
|
)
|
Foreign tax rate differential
|
(1,639
|
)
|
|
11,777
|
|
|
(4,278
|
)
|
|||
State taxes, net of federal benefit
|
(315
|
)
|
|
140
|
|
|
(285
|
)
|
|||
Permanent differences
|
(88
|
)
|
|
182
|
|
|
1,145
|
|
|||
Tax credits
|
(46
|
)
|
|
(535
|
)
|
|
—
|
|
|||
Alternative minimum tax
|
—
|
|
|
541
|
|
|
—
|
|
|||
Uncertain tax positions
|
126
|
|
|
(429
|
)
|
|
1,020
|
|
|||
Valuation allowance
|
11,156
|
|
|
(9,370
|
)
|
|
72
|
|
|||
Other
|
(296
|
)
|
|
597
|
|
|
141
|
|
|||
Income tax expense (benefit)
|
$
|
6,943
|
|
|
$
|
5,118
|
|
|
$
|
(3,887
|
)
|
|
Years ended December 31,
|
|||||||
|
2015
|
|
2014
|
|
2013
|
|||
Income taxes at the statutory rate
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
Foreign tax rate differential
|
29.3
|
|
|
186.1
|
|
|
88.0
|
|
State taxes, net of federal benefit
|
5.6
|
|
|
2.2
|
|
|
5.9
|
|
Permanent differences
|
1.6
|
|
|
2.9
|
|
|
(23.6
|
)
|
Tax credits
|
0.8
|
|
|
(8.5
|
)
|
|
—
|
|
Alternative minimum tax
|
—
|
|
|
8.5
|
|
|
—
|
|
Uncertain tax positions
|
(2.3
|
)
|
|
(6.7
|
)
|
|
(21.0
|
)
|
Valuation allowance
|
(199.7
|
)
|
|
(148.1
|
)
|
|
(1.5
|
)
|
Other
|
5.4
|
|
|
9.5
|
|
|
(2.9
|
)
|
Effective tax rate
|
(124.3
|
)%
|
|
80.9
|
%
|
|
79.9
|
%
|
|
December 31,
|
||||||
|
2015
|
|
2014
|
||||
|
(in thousands)
|
||||||
Deferred tax assets:
|
|
|
|
||||
Net operating loss carryforwards
|
$
|
110,569
|
|
|
$
|
106,944
|
|
Inventory
|
7,832
|
|
|
7,116
|
|
||
Benefit plans accrual
|
27,435
|
|
|
28,042
|
|
||
Other accruals and reserves
|
29,665
|
|
|
18,694
|
|
||
|
175,501
|
|
|
160,796
|
|
||
Valuation allowance for deferred tax assets
|
(100,149
|
)
|
|
(90,433
|
)
|
||
Total deferred tax assets
|
$
|
75,352
|
|
|
$
|
70,363
|
|
Deferred tax liabilities:
|
|
|
|
||||
Property, plant and equipment
|
$
|
(79,237
|
)
|
|
$
|
(74,363
|
)
|
Intangible assets
|
(1,318
|
)
|
|
(3,472
|
)
|
||
Total deferred tax liabilities
|
(80,555
|
)
|
|
(77,835
|
)
|
||
Net deferred tax liabilities
|
$
|
(5,203
|
)
|
|
$
|
(7,472
|
)
|
|
December 31
|
||||||
|
2015
|
|
2014
|
||||
|
(in thousands)
|
||||||
Net deferred tax liabilities consist of:
|
|
||||||
Non-current deferred tax assets
|
3,867
|
|
|
3,848
|
|
||
Non-current deferred tax liabilities
|
(9,070
|
)
|
|
(11,320
|
)
|
||
Net deferred tax liabilities
|
$
|
(5,203
|
)
|
|
$
|
(7,472
|
)
|
|
December 31
|
||||||
|
2015
|
|
2014
|
||||
|
(in thousands)
|
||||||
Balance at January 1
|
$
|
4,663
|
|
|
$
|
6,423
|
|
Increase in current year tax positions
|
336
|
|
|
432
|
|
||
Increase in prior year tax positions
|
301
|
|
|
320
|
|
||
Decrease in prior year tax positions
|
(416
|
)
|
|
(743
|
)
|
||
Lapse of statute of limitations
|
(538
|
)
|
|
(255
|
)
|
||
Settlements
|
—
|
|
|
(1,514
|
)
|
||
Balance at December 31
|
$
|
4,346
|
|
|
$
|
4,663
|
|
|
2015
|
|
2014
|
||||
|
(in thousands)
|
||||||
Beginning balance
|
$
|
10,394
|
|
|
$
|
10,497
|
|
Accretion expense
|
425
|
|
|
533
|
|
||
Obligations settled
|
(329
|
)
|
|
(95
|
)
|
||
Foreign currency translation
|
(412
|
)
|
|
(541
|
)
|
||
Ending balance
|
$
|
10,078
|
|
|
$
|
10,394
|
|
|
December 31,
|
||||||
|
2015
|
|
2014
|
||||
|
(in thousands)
|
||||||
Change in benefit obligation:
|
|
|
|
||||
Benefit obligation at beginning of period
|
$
|
158,885
|
|
|
$
|
122,222
|
|
Service cost
|
3,528
|
|
|
2,800
|
|
||
Interest cost
|
6,483
|
|
|
6,171
|
|
||
Benefits paid
|
(4,724
|
)
|
|
(4,170
|
)
|
||
Actuarial (gain) / loss
|
(11,661
|
)
|
|
31,862
|
|
||
Benefit obligation at end of period
|
$
|
152,511
|
|
|
$
|
158,885
|
|
Change in plan assets:
|
|
|
|
||||
Fair value at beginning of period
|
$
|
104,792
|
|
|
$
|
92,709
|
|
Actual return on plan assets
|
(4,267
|
)
|
|
9,053
|
|
||
Employer contributions
|
1,760
|
|
|
7,200
|
|
||
Benefits paid
|
(4,724
|
)
|
|
(4,170
|
)
|
||
Fair value at end of period
|
$
|
97,561
|
|
|
$
|
104,792
|
|
Funded status at end of period
|
$
|
(54,950
|
)
|
|
$
|
(54,093
|
)
|
Amounts recognized on balance sheet:
|
|
|
|
||||
Noncurrent liabilities
|
$
|
(54,950
|
)
|
|
$
|
(54,093
|
)
|
Amounts recognized in accumulated other comprehensive loss:
|
|
|
|
||||
Net actuarial loss
|
$
|
49,491
|
|
|
$
|
52,666
|
|
Amounts recognized in accumulated other comprehensive loss
|
$
|
49,491
|
|
|
$
|
52,666
|
|
|
Years ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(in thousands)
|
||||||||||
Service cost benefits earned during the period
|
$
|
3,528
|
|
|
$
|
2,800
|
|
|
$
|
3,332
|
|
Interest on prior year’s projected benefit obligation
|
6,483
|
|
|
6,171
|
|
|
5,506
|
|
|||
Expected return on plan assets
|
(8,459
|
)
|
|
(7,677
|
)
|
|
(6,608
|
)
|
|||
Amortization of net actuarial loss
|
4,239
|
|
|
1,841
|
|
|
3,576
|
|
|||
Net periodic pension costs
|
$
|
5,791
|
|
|
$
|
3,135
|
|
|
$
|
5,806
|
|
|
December 31,
|
||||
|
2015
|
|
2014
|
||
Weighted average assumptions used to determine benefit obligations:
|
|
|
|
||
Measure date
|
12/31/2015
|
|
|
12/31/2014
|
|
Discount rate
|
4.55
|
%
|
|
4.12
|
%
|
Rates of increase in salary compensation level
|
3.00
|
%
|
|
3.00
|
%
|
Weighted average assumptions used to determine net periodic benefit cost:
|
|
|
|
||
Discount rate
|
4.12
|
%
|
|
5.02
|
%
|
Rates of increase in salary compensation level
|
3.00
|
%
|
|
3.00
|
%
|
Expected long-term rate of return on plan assets
|
8.50
|
%
|
|
8.50
|
%
|
•
|
Common/Collective Trust Funds: Valued at the net asset value per unit held at year end as quoted by the funds.
|
•
|
Mutual Funds, Real Estate Funds, and Other Funds: Valued at the net asset value of shares held at year end as quoted in the active market.
|
|
Pension Plan Assets Fair Value Measurements at December 31, 2015
|
||||||||||||||
|
Total
|
|
Quoted Prices
In Active Markets
Identical Assets
(Level 1)
|
|
Significant
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||
|
(in thousands)
|
||||||||||||||
Cash and Cash Equivalents
|
$
|
70
|
|
|
$
|
70
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Common/Collective Trust Funds(a):
|
|
|
|
|
|
|
|
||||||||
Equity Funds
|
34,504
|
|
|
—
|
|
|
34,504
|
|
|
—
|
|
||||
Debt Funds
|
21,669
|
|
|
—
|
|
|
21,669
|
|
|
—
|
|
||||
Mutual Funds:
|
|
|
|
|
|
|
|
||||||||
Equity Funds
|
21,188
|
|
|
21,188
|
|
|
—
|
|
|
—
|
|
||||
Debt Funds
|
11,031
|
|
|
11,031
|
|
|
—
|
|
|
—
|
|
||||
Other
|
9,099
|
|
|
9,099
|
|
|
—
|
|
|
—
|
|
||||
Total
|
$
|
97,561
|
|
|
$
|
41,388
|
|
|
$
|
56,173
|
|
|
$
|
—
|
|
|
Pension Plan Assets Fair Value Measurements at December 31, 2014
|
||||||||||||||
|
Total
|
|
Quoted Prices
In Active Markets
Identical Assets
(Level 1)
|
|
Significant
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||
|
(in thousands)
|
||||||||||||||
Cash and Cash Equivalents
|
$
|
529
|
|
|
$
|
529
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Common/Collective Trust Funds(a):
|
|
|
|
|
|
|
|
||||||||
Equity Funds
|
35,864
|
|
|
—
|
|
|
35,864
|
|
|
—
|
|
||||
Debt Funds
|
21,155
|
|
|
—
|
|
|
21,155
|
|
|
—
|
|
||||
Mutual Funds:
|
|
|
|
|
|
|
|
||||||||
Equity Funds
|
28,815
|
|
|
28,815
|
|
|
—
|
|
|
—
|
|
||||
Debt Funds
|
9,009
|
|
|
9,009
|
|
|
—
|
|
|
—
|
|
||||
Real Estate
|
3,106
|
|
|
3,106
|
|
|
—
|
|
|
—
|
|
||||
Other
|
6,314
|
|
|
6,314
|
|
|
—
|
|
|
—
|
|
||||
Total
|
$
|
104,792
|
|
|
$
|
47,773
|
|
|
$
|
57,019
|
|
|
$
|
—
|
|
(a)
|
Strategies are generally to invest in equity or debt securities, or a combination thereof, that match or outperform certain predefined indices.
|
|
December 31,
|
||||||
|
2015
|
|
2014
|
||||
|
(in thousands)
|
||||||
Change in benefit obligation:
|
|
|
|
||||
Benefit obligation at beginning of period
|
$
|
32,444
|
|
|
$
|
26,893
|
|
Service cost
|
597
|
|
|
498
|
|
||
Interest cost
|
1,271
|
|
|
1,275
|
|
||
Benefits and expenses paid (premiums)
|
(825
|
)
|
|
(767
|
)
|
||
Actuarial (gain) loss
|
(2,620
|
)
|
|
4,545
|
|
||
Benefit obligation at end of period
|
$
|
30,867
|
|
|
$
|
32,444
|
|
Change in plan assets (1):
|
|
|
|
||||
Fair value at beginning of period
|
$
|
—
|
|
|
$
|
—
|
|
Employer contributions
|
$
|
825
|
|
|
$
|
767
|
|
Benefits paid
|
(825
|
)
|
|
(767
|
)
|
||
Fair value at end of period
|
$
|
—
|
|
|
$
|
—
|
|
Funded status at end of year
|
$
|
30,867
|
|
|
$
|
32,444
|
|
(1)
|
Shell Chemicals has committed to a future cash payment related to retiree medical expenses based on a specified dollar amount per employee, if certain contractual commitments are met. We have recorded an asset of approximately
$10.1 million
and
$9.9 million
as our estimate of the present value of this commitment as of December 31,
2015
and
2014
, respectively.
|
|
December 31,
|
||||||
|
2015
|
|
2014
|
||||
|
(in thousands)
|
||||||
Amounts recognized in the balance sheet:
|
|
|
|
|
|
||
Current liabilities
|
$
|
(1,341
|
)
|
|
$
|
(1,320
|
)
|
Noncurrent liabilities
|
(29,526
|
)
|
|
(31,124
|
)
|
||
|
$
|
(30,867
|
)
|
|
$
|
(32,444
|
)
|
Amounts recognized in accumulated other comprehensive loss:
|
|
|
|
|
|
||
Net actuarial loss
|
8,307
|
|
|
11,684
|
|
||
|
$
|
8,307
|
|
|
$
|
11,684
|
|
|
Years ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(in thousands)
|
||||||||||
Service cost
|
$
|
597
|
|
|
$
|
498
|
|
|
$
|
557
|
|
Interest cost
|
1,271
|
|
|
1,275
|
|
|
1,155
|
|
|||
Amortization of net actuarial loss
|
757
|
|
|
416
|
|
|
708
|
|
|||
Net periodic benefit costs
|
$
|
2,625
|
|
|
$
|
2,189
|
|
|
$
|
2,420
|
|
|
December 31,
|
||||
|
2015
|
|
2014
|
||
Weighted average assumptions used to determine benefit obligations:
|
|
|
|
||
Measurement date
|
12/31/2015
|
|
|
12/31/2014
|
|
Discount rate
|
4.45
|
%
|
|
4.02
|
%
|
Rates of increase in salary compensation level
|
N/A
|
|
|
N/A
|
|
Weighted average assumptions used to determine net periodic benefit cost:
|
|
|
|
||
Discount rate
|
4.02
|
%
|
|
4.86
|
%
|
Rates of increase in salary compensation level
|
N/A
|
|
|
N/A
|
|
Expected long-term rate of return on plan assets
|
N/A
|
|
|
N/A
|
|
|
December 31,
|
||||
|
2015
|
|
2014
|
||
Assumed health care cost trend rates:
|
|
|
|
||
Health care cost trend rate assumed for next year
|
7.50
|
%
|
|
7.00
|
%
|
Rate to which the cost trend rate is assumed to decline (the ultimate trend rate)
|
5.00
|
%
|
|
5.00
|
%
|
Year that the rate reaches the ultimate trend rate
|
2021
|
|
|
2020
|
|
|
1% Increase
|
|
1% Decrease
|
||||
Effect on total of service and interest cost components
|
$
|
24
|
|
|
$
|
(31
|
)
|
Effect on postretirement benefit obligation
|
$
|
445
|
|
|
$
|
(539
|
)
|
|
Revenue for the years ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(in thousands)
|
||||||||||
Performance Products
|
$
|
540,615
|
|
|
$
|
678,930
|
|
|
$
|
762,939
|
|
Specialty Polymers
|
350,689
|
|
|
412,435
|
|
|
412,009
|
|
|||
Cariflex
|
142,904
|
|
|
138,596
|
|
|
116,003
|
|
|||
Other
|
418
|
|
|
472
|
|
|
1,170
|
|
|||
|
$
|
1,034,626
|
|
|
$
|
1,230,433
|
|
|
$
|
1,292,121
|
|
|
Years ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(in thousands)
|
||||||||||
Revenue:
|
|
|
|
|
|
||||||
United States
|
$
|
324,103
|
|
|
$
|
380,620
|
|
|
$
|
399,547
|
|
Germany
|
121,346
|
|
|
163,065
|
|
|
172,625
|
|
|||
China
|
80,050
|
|
|
80,219
|
|
|
72,103
|
|
|||
Japan
|
77,091
|
|
|
83,193
|
|
|
81,056
|
|
|||
Thailand
|
52,999
|
|
|
53,667
|
|
|
42,402
|
|
|||
Brazil
|
33,468
|
|
|
49,944
|
|
|
55,549
|
|
|||
Malaysia
|
31,808
|
|
|
27,175
|
|
|
26,353
|
|
|||
France
|
31,095
|
|
|
41,878
|
|
|
47,443
|
|
|||
United Kingdom
|
30,556
|
|
|
33,610
|
|
|
36,736
|
|
|||
Italy
|
26,141
|
|
|
33,315
|
|
|
43,321
|
|
|||
Belgium
|
24,232
|
|
|
43,748
|
|
|
39,825
|
|
|||
Netherlands
|
23,308
|
|
|
25,384
|
|
|
29,146
|
|
|||
Sweden
|
14,688
|
|
|
17,961
|
|
|
17,269
|
|
|||
Canada
|
14,403
|
|
|
15,466
|
|
|
16,187
|
|
|||
South Korea
|
14,015
|
|
|
15,442
|
|
|
12,923
|
|
|||
Mexico
|
13,183
|
|
|
16,447
|
|
|
17,710
|
|
|||
Taiwan
|
12,767
|
|
|
17,914
|
|
|
17,182
|
|
|||
Turkey
|
11,074
|
|
|
12,463
|
|
|
23,403
|
|
|||
Argentina
|
9,824
|
|
|
14,453
|
|
|
15,672
|
|
|||
Austria
|
8,924
|
|
|
12,855
|
|
|
12,863
|
|
|||
Denmark
|
8,829
|
|
|
8,440
|
|
|
6,401
|
|
|||
Poland
|
8,430
|
|
|
9,310
|
|
|
13,751
|
|
|||
All other countries
|
62,292
|
|
|
73,864
|
|
|
92,654
|
|
|||
|
$
|
1,034,626
|
|
|
$
|
1,230,433
|
|
|
$
|
1,292,121
|
|
|
December 31,
|
||||||
|
2015
|
|
2014
|
||||
|
(in thousands)
|
||||||
Long-lived assets, at cost:
|
|
|
|
||||
United States
|
$
|
497,653
|
|
|
$
|
495,313
|
|
Taiwan
|
135,410
|
|
|
56,994
|
|
||
France
|
112,767
|
|
|
115,987
|
|
||
Brazil
|
56,344
|
|
|
71,970
|
|
||
Germany
|
56,292
|
|
|
60,022
|
|
||
Netherlands
|
33,410
|
|
|
29,838
|
|
||
China
|
6,001
|
|
|
7,273
|
|
||
Japan
|
1,779
|
|
|
1,637
|
|
||
All other countries
|
174
|
|
|
194
|
|
||
|
$
|
899,830
|
|
|
$
|
839,228
|
|
|
December 31, 2015
|
|
December 31, 2014
|
||||
|
(In thousands)
|
||||||
Cash and cash equivalents
|
$
|
9,315
|
|
|
$
|
7,993
|
|
Other current assets
|
7,015
|
|
|
2,533
|
|
||
Property, plant and equipment
|
135,230
|
|
|
56,904
|
|
||
Intangible assets
|
9,203
|
|
|
9,579
|
|
||
Other long-term assets
|
1,709
|
|
|
1,044
|
|
||
Total assets
|
$
|
162,472
|
|
|
$
|
78,053
|
|
Current liabilities
|
17,057
|
|
|
2,717
|
|
||
Long-term debt
|
$
|
76,912
|
|
|
$
|
—
|
|
Total liabilities
|
$
|
93,969
|
|
|
$
|
2,717
|
|
|
Kraton
|
|
Kraton
Polymers
LLC(1)
|
|
Guarantor
Subsidiaries
|
|
Non-
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
7,256
|
|
|
$
|
11,595
|
|
|
$
|
51,198
|
|
|
$
|
—
|
|
|
$
|
70,049
|
|
Receivables, net of allowances
|
—
|
|
|
470
|
|
|
37,758
|
|
|
66,861
|
|
|
—
|
|
|
105,089
|
|
||||||
Inventories of products
|
—
|
|
|
(2,077
|
)
|
|
149,200
|
|
|
116,984
|
|
|
—
|
|
|
264,107
|
|
||||||
Inventories of materials and supplies
|
—
|
|
|
—
|
|
|
9,880
|
|
|
2,258
|
|
|
—
|
|
|
12,138
|
|
||||||
Other current assets
|
—
|
|
|
4,823
|
|
|
4,594
|
|
|
21,861
|
|
|
—
|
|
|
31,278
|
|
||||||
Total current assets
|
—
|
|
|
10,472
|
|
|
213,027
|
|
|
259,162
|
|
|
—
|
|
|
482,661
|
|
||||||
Property, plant and equipment, less accumulated depreciation
|
—
|
|
|
35,923
|
|
|
256,663
|
|
|
225,087
|
|
|
—
|
|
|
517,673
|
|
||||||
Intangible assets, less accumulated amortization
|
—
|
|
|
38,721
|
|
|
2,053
|
|
|
828
|
|
|
—
|
|
|
41,602
|
|
||||||
Investment in consolidated subsidiaries
|
497,308
|
|
|
1,446,567
|
|
|
—
|
|
|
—
|
|
|
(1,943,875
|
)
|
|
—
|
|
||||||
Investment in unconsolidated joint venture
|
—
|
|
|
813
|
|
|
—
|
|
|
10,815
|
|
|
—
|
|
|
11,628
|
|
||||||
Debt issuance costs
|
—
|
|
|
12,088
|
|
|
721
|
|
|
671
|
|
|
—
|
|
|
13,480
|
|
||||||
Deferred income taxes
|
—
|
|
|
320
|
|
|
—
|
|
|
3,547
|
|
|
—
|
|
|
3,867
|
|
||||||
Other long-term assets
|
—
|
|
|
28,314
|
|
|
658,253
|
|
|
105,444
|
|
|
(770,222
|
)
|
|
21,789
|
|
||||||
Total assets
|
$
|
497,308
|
|
|
$
|
1,573,218
|
|
|
$
|
1,130,717
|
|
|
$
|
605,554
|
|
|
$
|
(2,714,097
|
)
|
|
$
|
1,092,700
|
|
LIABILITIES AND STOCKHOLDERS’ AND MEMBER’S EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current portion of long-term debt
|
—
|
|
|
—
|
|
|
141
|
|
|
—
|
|
|
—
|
|
|
141
|
|
||||||
Accounts payable-trade
|
—
|
|
|
2,030
|
|
|
25,450
|
|
|
31,857
|
|
|
—
|
|
|
59,337
|
|
||||||
Other payables and accruals
|
—
|
|
|
45,717
|
|
|
14,983
|
|
|
30,311
|
|
|
—
|
|
|
91,011
|
|
||||||
Due to related party
|
—
|
|
|
—
|
|
|
—
|
|
|
14,101
|
|
|
—
|
|
|
14,101
|
|
||||||
Total current liabilities
|
—
|
|
|
47,747
|
|
|
40,574
|
|
|
76,269
|
|
|
—
|
|
|
164,590
|
|
||||||
Long-term debt, net of current portion
|
—
|
|
|
350,651
|
|
|
1,493
|
|
|
76,912
|
|
|
—
|
|
|
429,056
|
|
||||||
Deferred income taxes
|
—
|
|
|
6,334
|
|
|
—
|
|
|
2,736
|
|
|
—
|
|
|
9,070
|
|
||||||
Other long-term liabilities
|
—
|
|
|
674,939
|
|
|
88,758
|
|
|
103,517
|
|
|
(770,222
|
)
|
|
96,992
|
|
||||||
Total liabilities
|
$
|
—
|
|
|
$
|
1,079,671
|
|
|
$
|
130,825
|
|
|
$
|
259,434
|
|
|
$
|
(770,222
|
)
|
|
$
|
699,708
|
|
Commitments and contingencies (note 12)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Stockholders’ and member’s equity:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Preferred stock, $.01 par value; 100,000 shares authorized; none issued
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Common stock, $.01 par value; 500,000 shares authorized
|
306
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
306
|
|
||||||
Additional paid in capital
|
349,871
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
349,871
|
|
||||||
Member’s equity
|
—
|
|
|
497,308
|
|
|
1,061,621
|
|
|
384,946
|
|
|
(1,943,875
|
)
|
|
—
|
|
||||||
Retained earnings
|
147,131
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
147,131
|
|
||||||
Accumulated other comprehensive loss
|
—
|
|
|
(3,761
|
)
|
|
(61,729
|
)
|
|
(73,078
|
)
|
|
—
|
|
|
(138,568
|
)
|
||||||
Kraton stockholders’ and member’s equity
|
497,308
|
|
|
493,547
|
|
|
999,892
|
|
|
311,868
|
|
|
(1,943,875
|
)
|
|
358,740
|
|
||||||
Noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
34,252
|
|
|
—
|
|
|
34,252
|
|
||||||
Total stockholders’ and member’s equity
|
497,308
|
|
|
493,547
|
|
|
999,892
|
|
|
346,120
|
|
|
(1,943,875
|
)
|
|
392,992
|
|
||||||
Total liabilities and stockholders’ and member’s equity
|
$
|
497,308
|
|
|
$
|
1,573,218
|
|
|
$
|
1,130,717
|
|
|
$
|
605,554
|
|
|
$
|
(2,714,097
|
)
|
|
$
|
1,092,700
|
|
(1)
|
Kraton Polymers LLC and Kraton Polymers Capital Corporation, a financing subsidiary, collectively, the Issuers, are co-issuers of the
6.75%
senior notes due
March 1, 2019
. Kraton Polymers Capital Corporation has minimal assets and income. We do not believe that separate financial information concerning the Issuers would provide additional information that would be material to investors in making an investment decision.
|
|
Kraton
|
|
Kraton
Polymers
LLC(1)
|
|
Guarantor
Subsidiaries
|
|
Non-
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
646
|
|
|
$
|
5,881
|
|
|
$
|
47,291
|
|
|
$
|
—
|
|
|
$
|
53,818
|
|
Receivables, net of allowances
|
—
|
|
|
553
|
|
|
37,266
|
|
|
69,613
|
|
|
—
|
|
|
107,432
|
|
||||||
Inventories of products
|
—
|
|
|
35
|
|
|
201,146
|
|
|
125,811
|
|
|
—
|
|
|
326,992
|
|
||||||
Inventories of materials and supplies
|
—
|
|
|
—
|
|
|
9,092
|
|
|
1,876
|
|
|
—
|
|
|
10,968
|
|
||||||
Other current assets
|
—
|
|
|
5,317
|
|
|
931
|
|
|
18,273
|
|
|
—
|
|
|
24,521
|
|
||||||
Total current assets
|
—
|
|
|
6,551
|
|
|
254,316
|
|
|
262,864
|
|
|
—
|
|
|
523,731
|
|
||||||
Property, plant and equipment, less accumulated depreciation
|
—
|
|
|
46,081
|
|
|
248,220
|
|
|
157,464
|
|
|
—
|
|
|
451,765
|
|
||||||
Intangible assets, less accumulated amortization
|
—
|
|
|
45,356
|
|
|
4,000
|
|
|
254
|
|
|
—
|
|
|
49,610
|
|
||||||
Investment in consolidated subsidiaries
|
529,701
|
|
|
1,382,584
|
|
|
—
|
|
|
—
|
|
|
(1,912,285
|
)
|
|
—
|
|
||||||
Investment in unconsolidated joint venture
|
—
|
|
|
813
|
|
|
—
|
|
|
11,835
|
|
|
—
|
|
|
12,648
|
|
||||||
Debt issuance costs
|
—
|
|
|
4,674
|
|
|
1,297
|
|
|
1,182
|
|
|
—
|
|
|
7,153
|
|
||||||
Deferred income taxes
|
—
|
|
|
428
|
|
|
—
|
|
|
3,420
|
|
|
—
|
|
|
3,848
|
|
||||||
Other long-term assets
|
—
|
|
|
6,384
|
|
|
591,841
|
|
|
85,520
|
|
|
(655,623
|
)
|
|
28,122
|
|
||||||
Total assets
|
$
|
529,701
|
|
|
$
|
1,492,871
|
|
|
$
|
1,099,674
|
|
|
$
|
522,539
|
|
|
$
|
(2,567,908
|
)
|
|
$
|
1,076,877
|
|
LIABILITIES AND STOCKHOLDERS’ AND MEMBER’S EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current portion of long-term debt
|
—
|
|
|
—
|
|
|
87
|
|
|
—
|
|
|
—
|
|
|
87
|
|
||||||
Accounts payable-trade
|
—
|
|
|
637
|
|
|
30,332
|
|
|
41,817
|
|
|
—
|
|
|
72,786
|
|
||||||
Other payables and accruals
|
—
|
|
|
21,913
|
|
|
14,017
|
|
|
14,958
|
|
|
—
|
|
|
50,888
|
|
||||||
Due to related party
|
—
|
|
|
—
|
|
|
—
|
|
|
18,121
|
|
|
—
|
|
|
18,121
|
|
||||||
Total current liabilities
|
—
|
|
|
22,550
|
|
|
44,436
|
|
|
74,896
|
|
|
—
|
|
|
141,882
|
|
||||||
Long-term debt, net of current portion
|
—
|
|
|
350,825
|
|
|
960
|
|
|
—
|
|
|
—
|
|
|
351,785
|
|
||||||
Deferred income taxes
|
—
|
|
|
8,443
|
|
|
—
|
|
|
2,877
|
|
|
—
|
|
|
11,320
|
|
||||||
Other long-term liabilities
|
—
|
|
|
582,462
|
|
|
93,191
|
|
|
83,709
|
|
|
(655,623
|
)
|
|
103,739
|
|
||||||
Total liabilities
|
—
|
|
|
964,280
|
|
|
138,587
|
|
|
161,482
|
|
|
(655,623
|
)
|
|
608,726
|
|
||||||
Commitments and contingencies (note 11)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Stockholders’ and member’s equity:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Preferred stock, $.01 par value; 100,000 shares authorized; none issued
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Common stock, $.01 par value; 500,000 shares authorized
|
318
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
318
|
|
||||||
Additional paid in capital
|
361,342
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
361,342
|
|
||||||
Member’s equity
|
—
|
|
|
529,701
|
|
|
1,030,294
|
|
|
352,290
|
|
|
(1,912,285
|
)
|
|
—
|
|
||||||
Retained earnings
|
168,041
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
168,041
|
|
||||||
Accumulated other comprehensive income (loss)
|
—
|
|
|
(1,110
|
)
|
|
(69,207
|
)
|
|
(28,901
|
)
|
|
—
|
|
|
(99,218
|
)
|
||||||
Kraton stockholders’ and member’s equity
|
529,701
|
|
|
528,591
|
|
|
961,087
|
|
|
323,389
|
|
|
(1,912,285
|
)
|
|
430,483
|
|
||||||
Noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
37,668
|
|
|
—
|
|
|
37,668
|
|
||||||
Total stockholders’ and member’s equity
|
529,701
|
|
|
528,591
|
|
|
961,087
|
|
|
361,057
|
|
|
(1,912,285
|
)
|
|
468,151
|
|
||||||
Total liabilities and stockholders’ and member’s equity
|
$
|
529,701
|
|
|
$
|
1,492,871
|
|
|
$
|
1,099,674
|
|
|
$
|
522,539
|
|
|
$
|
(2,567,908
|
)
|
|
$
|
1,076,877
|
|
(1)
|
Kraton Polymers LLC and Kraton Polymers Capital Corporation, a financing subsidiary, collectively, the Issuers, are co-issuers of the
6.75%
senior notes due
March 1, 2019
. Kraton Polymers Capital Corporation has minimal assets and income. We do not believe that separate financial information concerning the Issuers would provide additional information that would be material to investors in making an investment decision.
|
|
Kraton
|
|
Kraton
Polymers
LLC(1)
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Revenue
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
547,884
|
|
|
$
|
650,239
|
|
|
$
|
(163,497
|
)
|
|
$
|
1,034,626
|
|
Cost of goods sold
|
—
|
|
|
14,574
|
|
|
453,922
|
|
|
500,971
|
|
|
(163,497
|
)
|
|
805,970
|
|
||||||
Gross profit (loss)
|
—
|
|
|
(14,574
|
)
|
|
93,962
|
|
|
149,268
|
|
|
—
|
|
|
228,656
|
|
||||||
Operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Research and development
|
—
|
|
|
6,873
|
|
|
4,210
|
|
|
19,941
|
|
|
—
|
|
|
31,024
|
|
||||||
Selling, general and administrative
|
—
|
|
|
9,895
|
|
|
30,383
|
|
|
77,030
|
|
|
—
|
|
|
117,308
|
|
||||||
Depreciation and amortization
|
—
|
|
|
22,593
|
|
|
28,685
|
|
|
10,815
|
|
|
—
|
|
|
62,093
|
|
||||||
Mergers and acquisitions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total operating expenses
|
—
|
|
|
39,361
|
|
|
63,278
|
|
|
107,786
|
|
|
—
|
|
|
210,425
|
|
||||||
Earnings (loss) in consolidated subsidiaries
|
(12,529
|
)
|
|
61,990
|
|
|
—
|
|
|
—
|
|
|
(49,461
|
)
|
|
—
|
|
||||||
Earnings of unconsolidated joint venture
|
—
|
|
|
—
|
|
|
—
|
|
|
406
|
|
|
—
|
|
|
406
|
|
||||||
Interest expense (income), net
|
—
|
|
|
24,708
|
|
|
(115
|
)
|
|
(370
|
)
|
|
—
|
|
|
24,223
|
|
||||||
Income (loss) before income taxes
|
(12,529
|
)
|
|
(16,653
|
)
|
|
30,799
|
|
|
42,258
|
|
|
(49,461
|
)
|
|
(5,586
|
)
|
||||||
Income tax expense (benefit)
|
—
|
|
|
(4,124
|
)
|
|
(527
|
)
|
|
11,594
|
|
|
—
|
|
|
6,943
|
|
||||||
Consolidated net income (loss)
|
(12,529
|
)
|
|
(12,529
|
)
|
|
31,326
|
|
|
30,664
|
|
|
(49,461
|
)
|
|
(12,529
|
)
|
||||||
Net loss attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,994
|
)
|
|
—
|
|
|
(1,994
|
)
|
||||||
Net income (loss) attributable to Kraton
|
$
|
(12,529
|
)
|
|
$
|
(12,529
|
)
|
|
$
|
31,326
|
|
|
$
|
32,658
|
|
|
$
|
(49,461
|
)
|
|
$
|
(10,535
|
)
|
(1)
|
Kraton Polymers LLC and Kraton Polymers Capital Corporation, a financing subsidiary, collectively, the Issuers, are co-issuers of the
6.75%
senior notes due
March 1, 2019
. Kraton Polymers Capital Corporation has minimal assets and income. We do not believe that separate financial information concerning the Issuers would provide additional information that would be material to investors in making an investment decision.
|
|
Kraton
|
|
Kraton
Polymers
LLC(1)
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Revenue
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
626,791
|
|
|
$
|
773,091
|
|
|
$
|
(169,449
|
)
|
|
$
|
1,230,433
|
|
Cost of goods sold
|
—
|
|
|
11,146
|
|
|
506,932
|
|
|
644,737
|
|
|
(169,449
|
)
|
|
993,366
|
|
||||||
Gross profit (loss)
|
—
|
|
|
(11,146
|
)
|
|
119,859
|
|
|
128,354
|
|
|
—
|
|
|
237,067
|
|
||||||
Operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Research and development
|
—
|
|
|
10,997
|
|
|
2,666
|
|
|
17,707
|
|
|
—
|
|
|
31,370
|
|
||||||
Selling, general and administrative
|
—
|
|
|
10,989
|
|
|
400
|
|
|
92,820
|
|
|
—
|
|
|
104,209
|
|
||||||
Depreciation and amortization
|
—
|
|
|
22,515
|
|
|
29,728
|
|
|
13,999
|
|
|
—
|
|
|
66,242
|
|
||||||
Impairment of long-lived assets
|
—
|
|
|
1,407
|
|
|
3,324
|
|
|
—
|
|
|
—
|
|
|
4,731
|
|
||||||
Total operating expenses
|
—
|
|
|
45,908
|
|
|
36,118
|
|
|
124,526
|
|
|
—
|
|
|
206,552
|
|
||||||
Earnings in consolidated subsidiaries
|
1,210
|
|
|
81,126
|
|
|
—
|
|
|
—
|
|
|
(82,336
|
)
|
|
—
|
|
||||||
Earnings of unconsolidated joint venture
|
—
|
|
|
—
|
|
|
—
|
|
|
407
|
|
|
—
|
|
|
407
|
|
||||||
Interest expense (income), net
|
—
|
|
|
24,864
|
|
|
(179
|
)
|
|
(91
|
)
|
|
—
|
|
|
24,594
|
|
||||||
Income (loss) before income taxes
|
1,210
|
|
|
(792
|
)
|
|
83,920
|
|
|
4,326
|
|
|
(82,336
|
)
|
|
6,328
|
|
||||||
Income tax expense (benefit)
|
—
|
|
|
(2,002
|
)
|
|
550
|
|
|
6,570
|
|
|
—
|
|
|
5,118
|
|
||||||
Consolidated net income (loss)
|
$
|
1,210
|
|
|
$
|
1,210
|
|
|
$
|
83,370
|
|
|
$
|
(2,244
|
)
|
|
$
|
(82,336
|
)
|
|
$
|
1,210
|
|
Net loss attributable to noncontrolling interest
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(1,209
|
)
|
|
$
|
—
|
|
|
$
|
(1,209
|
)
|
Net income (loss) attributable to Kraton
|
$
|
1,210
|
|
|
$
|
1,210
|
|
|
$
|
83,370
|
|
|
$
|
(1,035
|
)
|
|
$
|
(82,336
|
)
|
|
$
|
2,419
|
|
(1)
|
Kraton Polymers LLC and Kraton Polymers Capital Corporation, a financing subsidiary, collectively, the Issuers, are co-issuers of the
6.75%
senior notes due
March 1, 2019
. Kraton Polymers Capital Corporation has minimal assets and income. We do not believe that separate financial information concerning the Issuers would provide additional information that would be material to investors in making an investment decision.
|
|
Kraton
|
|
Kraton
Polymers
LLC(1)
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Revenue
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
635,456
|
|
|
$
|
812,412
|
|
|
$
|
(155,747
|
)
|
|
$
|
1,292,121
|
|
Cost of goods sold
|
—
|
|
|
1,988
|
|
|
511,220
|
|
|
708,828
|
|
|
(155,747
|
)
|
|
1,066,289
|
|
||||||
Gross profit (loss)
|
—
|
|
|
(1,988
|
)
|
|
124,236
|
|
|
103,584
|
|
|
—
|
|
|
225,832
|
|
||||||
Operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Research and development
|
—
|
|
|
—
|
|
|
17,372
|
|
|
14,642
|
|
|
—
|
|
|
32,014
|
|
||||||
Selling, general and administrative
|
—
|
|
|
154
|
|
|
73,202
|
|
|
32,202
|
|
|
—
|
|
|
105,558
|
|
||||||
Depreciation and amortization
|
—
|
|
|
16,317
|
|
|
32,049
|
|
|
14,816
|
|
|
—
|
|
|
63,182
|
|
||||||
Total operating expenses
|
—
|
|
|
16,471
|
|
|
122,623
|
|
|
61,660
|
|
|
—
|
|
|
200,754
|
|
||||||
Earnings (loss) in consolidated subsidiaries
|
(975
|
)
|
|
58,772
|
|
|
—
|
|
|
—
|
|
|
(57,797
|
)
|
|
—
|
|
||||||
Earnings of unconsolidated joint venture
|
—
|
|
|
—
|
|
|
—
|
|
|
530
|
|
|
—
|
|
|
530
|
|
||||||
Interest expense (income), net
|
—
|
|
|
43,477
|
|
|
(14,490
|
)
|
|
1,483
|
|
|
—
|
|
|
30,470
|
|
||||||
Income (loss) before income taxes
|
(975
|
)
|
|
(3,164
|
)
|
|
16,103
|
|
|
40,971
|
|
|
(57,797
|
)
|
|
(4,862
|
)
|
||||||
Income tax expense (benefit)
|
—
|
|
|
(2,189
|
)
|
|
(10,114
|
)
|
|
8,416
|
|
|
—
|
|
|
(3,887
|
)
|
||||||
Consolidated net income (loss)
|
(975
|
)
|
|
(975
|
)
|
|
26,217
|
|
|
32,555
|
|
|
(57,797
|
)
|
|
(975
|
)
|
||||||
Net loss attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
(357
|
)
|
|
—
|
|
|
(357
|
)
|
||||||
Net income (loss) attributable to Kraton
|
(975
|
)
|
|
(975
|
)
|
|
26,217
|
|
|
32,912
|
|
|
(57,797
|
)
|
|
(618
|
)
|
(1)
|
Kraton Polymers LLC and Kraton Polymers Capital Corporation, a financing subsidiary, collectively, the Issuers, are co-issuers of the
6.75%
senior notes due
March 1, 2019
. Kraton Polymers Capital Corporation has minimal assets and income. We do not believe that separate financial information concerning the Issuers would provide additional information that would be material to investors in making an investment decision.
|
|
Kraton
|
|
Kraton
Polymers
LLC (1)
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Net income (loss) attributable to Kraton
|
$
|
(12,529
|
)
|
|
$
|
(12,529
|
)
|
|
$
|
31,326
|
|
|
$
|
32,658
|
|
|
$
|
(49,461
|
)
|
|
$
|
(10,535
|
)
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign currency translation adjustments, net of tax of $0
|
—
|
|
|
32
|
|
|
—
|
|
|
(44,157
|
)
|
|
—
|
|
|
(44,125
|
)
|
||||||
Increase in benefit plans liability, net of tax of $0
|
—
|
|
|
(2,683
|
)
|
|
7,478
|
|
|
(20
|
)
|
|
—
|
|
|
4,775
|
|
||||||
Other comprehensive income (loss), net of tax
|
—
|
|
|
(2,651
|
)
|
|
7,478
|
|
|
(44,177
|
)
|
|
—
|
|
|
(39,350
|
)
|
||||||
Comprehensive income (loss) attributable to Kraton
|
(12,529
|
)
|
|
(15,180
|
)
|
|
38,804
|
|
|
(11,519
|
)
|
|
(49,461
|
)
|
|
(49,885
|
)
|
||||||
Comprehensive loss attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,416
|
)
|
|
—
|
|
|
(3,416
|
)
|
||||||
Consolidated comprehensive income (loss)
|
$
|
(12,529
|
)
|
|
$
|
(15,180
|
)
|
|
$
|
38,804
|
|
|
$
|
(14,935
|
)
|
|
$
|
(49,461
|
)
|
|
$
|
(53,301
|
)
|
(1)
|
Kraton Polymers LLC and Kraton Polymers Capital Corporation, a financing subsidiary, collectively, the Issuers, are co-issuers of the
6.75%
senior notes due
March 1, 2019
. Kraton Polymers Capital Corporation has minimal assets and income. We do not believe that separate financial information concerning the Issuers would provide additional information that would be material to investors in making an investment decision.
|
|
Kraton
|
|
Kraton
Polymers
LLC (1)
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Net income (loss) attributable to Kraton
|
$
|
1,210
|
|
|
$
|
1,210
|
|
|
$
|
83,370
|
|
|
$
|
(1,035
|
)
|
|
$
|
(82,336
|
)
|
|
$
|
2,419
|
|
Other comprehensive loss:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign currency translation adjustments, net of tax of $0
|
—
|
|
|
(575
|
)
|
|
—
|
|
|
(44,053
|
)
|
|
—
|
|
|
(44,628
|
)
|
||||||
Increase in benefit plans liability, net of tax of $0
|
—
|
|
|
—
|
|
|
(33,232
|
)
|
|
(106
|
)
|
|
—
|
|
|
(33,338
|
)
|
||||||
Other comprehensive loss, net of tax
|
—
|
|
|
(575
|
)
|
|
(33,232
|
)
|
|
(44,159
|
)
|
|
—
|
|
|
(77,966
|
)
|
||||||
Comprehensive income (loss) attributable to Kraton
|
1,210
|
|
|
635
|
|
|
50,138
|
|
|
(45,194
|
)
|
|
(82,336
|
)
|
|
(75,547
|
)
|
||||||
Comprehensive loss attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,240
|
)
|
|
—
|
|
|
(3,240
|
)
|
||||||
Consolidated comprehensive income (loss)
|
$
|
1,210
|
|
|
$
|
635
|
|
|
$
|
50,138
|
|
|
$
|
(48,434
|
)
|
|
$
|
(82,336
|
)
|
|
$
|
(78,787
|
)
|
(1)
|
Kraton Polymers LLC and Kraton Polymers Capital Corporation, a financing subsidiary, collectively, the Issuers, are co-issuers of the
6.75%
senior notes due
March 1, 2019
. Kraton Polymers Capital Corporation has minimal assets and income. We do not believe that separate financial information concerning the Issuers would provide additional information that would be material to investors in making an investment decision.
|
|
Kraton
|
|
Kraton
Polymers
LLC (1)
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Net income (loss) attributable to Kraton
|
$
|
(975
|
)
|
|
$
|
(975
|
)
|
|
$
|
26,217
|
|
|
$
|
32,912
|
|
|
$
|
(57,797
|
)
|
|
$
|
(618
|
)
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign currency translation adjustments, net of tax of $0
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
(4,194
|
)
|
|
—
|
|
|
(4,198
|
)
|
||||||
Reclassification of loss on interest rate swap, net of tax of $0
|
—
|
|
|
837
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
837
|
|
||||||
Unrealized loss on net investment hedge, net of tax of $0
|
—
|
|
|
(189
|
)
|
|
—
|
|
|
(301
|
)
|
|
—
|
|
|
(490
|
)
|
||||||
(Increase) decrease in benefit plans liability, net of tax of $10,065
|
—
|
|
|
—
|
|
|
17,112
|
|
|
(3
|
)
|
|
—
|
|
|
17,109
|
|
||||||
Other comprehensive income (loss), net of tax
|
—
|
|
|
644
|
|
|
17,112
|
|
|
(4,498
|
)
|
|
—
|
|
|
13,258
|
|
||||||
Comprehensive income (loss) attributable to Kraton
|
$
|
(975
|
)
|
|
$
|
(331
|
)
|
|
$
|
43,329
|
|
|
$
|
28,414
|
|
|
$
|
(57,797
|
)
|
|
$
|
12,640
|
|
Comprehensive loss attributable to noncontrolling interest
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(722
|
)
|
|
$
|
—
|
|
|
$
|
(722
|
)
|
Consolidated comprehensive income (loss)
|
$
|
(975
|
)
|
|
$
|
(331
|
)
|
|
$
|
43,329
|
|
|
$
|
27,692
|
|
|
$
|
(57,797
|
)
|
|
$
|
11,918
|
|
(1)
|
Kraton Polymers LLC and Kraton Polymers Capital Corporation, a financing subsidiary, collectively, the Issuers, are co-issuers of the
6.75%
senior notes due
March 1, 2019
. Kraton Polymers Capital Corporation has minimal assets and income. We do not believe that separate financial information concerning the Issuers would provide additional information that would be material to investors in making an investment decision.
|
|
Kraton
|
|
Kraton
Polymers
LLC(1)
|
|
Guarantor
Subsidiaries
|
|
Non-
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Cash flows provided by (used in) operating activities
|
$
|
—
|
|
|
$
|
(12,130
|
)
|
|
$
|
100,146
|
|
|
$
|
15,831
|
|
|
$
|
—
|
|
|
$
|
103,847
|
|
Cash flows provided by (used in) investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Proceeds from intercompany loans
|
—
|
|
|
55,590
|
|
|
—
|
|
|
—
|
|
|
(55,590
|
)
|
|
—
|
|
||||||
Kraton purchase of property, plant and equipment
|
—
|
|
|
(1,723
|
)
|
|
(38,434
|
)
|
|
(16,908
|
)
|
|
—
|
|
|
(57,065
|
)
|
||||||
KFPC purchase of property, plant and equipment
|
—
|
|
|
—
|
|
|
—
|
|
|
(69,105
|
)
|
|
—
|
|
|
(69,105
|
)
|
||||||
Purchase of software and other intangibles
|
—
|
|
|
(2,297
|
)
|
|
(275
|
)
|
|
—
|
|
|
—
|
|
|
(2,572
|
)
|
||||||
Net cash provided by (used in) investing activities
|
—
|
|
|
51,570
|
|
|
(38,709
|
)
|
|
(86,013
|
)
|
|
(55,590
|
)
|
|
(128,742
|
)
|
||||||
Cash flows used in financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Proceeds from debt
|
—
|
|
|
—
|
|
|
30,000
|
|
|
—
|
|
|
—
|
|
|
30,000
|
|
||||||
Repayments of debt
|
—
|
|
|
—
|
|
|
(30,000
|
)
|
|
—
|
|
|
—
|
|
|
(30,000
|
)
|
||||||
KFPC proceeds from debt
|
—
|
|
|
—
|
|
|
—
|
|
|
80,094
|
|
|
—
|
|
|
80,094
|
|
||||||
Capital lease payments
|
—
|
|
|
—
|
|
|
(133
|
)
|
|
—
|
|
|
—
|
|
|
(133
|
)
|
||||||
Purchase of treasury stock
|
(31,899
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(31,899
|
)
|
||||||
Cash contribution from member
|
—
|
|
|
(31,899
|
)
|
|
—
|
|
|
—
|
|
|
31,899
|
|
|
—
|
|
||||||
Cash distribution to member
|
30,873
|
|
|
1,026
|
|
|
—
|
|
|
—
|
|
|
(31,899
|
)
|
|
—
|
|
||||||
Proceeds from the exercise of stock options
|
1,026
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,026
|
|
||||||
Debt issuance costs
|
—
|
|
|
(1,957
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,957
|
)
|
||||||
Payments on intercompany loans
|
—
|
|
|
—
|
|
|
(55,590
|
)
|
|
—
|
|
|
55,590
|
|
|
—
|
|
||||||
Net cash provided by (used in) financing activities
|
—
|
|
|
(32,830
|
)
|
|
(55,723
|
)
|
|
80,094
|
|
|
55,590
|
|
|
47,131
|
|
||||||
Effect of exchange rate differences on cash
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,005
|
)
|
|
—
|
|
|
(6,005
|
)
|
||||||
Net increase in cash and cash equivalents
|
—
|
|
|
6,610
|
|
|
5,714
|
|
|
3,907
|
|
|
—
|
|
|
16,231
|
|
||||||
Cash and cash equivalents, beginning of period
|
—
|
|
|
646
|
|
|
5,881
|
|
|
47,291
|
|
|
—
|
|
|
53,818
|
|
||||||
Cash and cash equivalents, end of period
|
$
|
—
|
|
|
$
|
7,256
|
|
|
$
|
11,595
|
|
|
$
|
51,198
|
|
|
$
|
—
|
|
|
$
|
70,049
|
|
(1)
|
Kraton Polymers LLC and Kraton Polymers Capital Corporation, a financing subsidiary, collectively, the Issuers, are co-issuers of the
6.75%
senior notes due
March 1, 2019
. Kraton Polymers Capital Corporation has minimal assets and income. We do not believe that separate financial information concerning the Issuers would provide additional information that would be material to investors in making an investment decision.
|
|
Kraton
|
|
Kraton
Polymers
LLC(1)
|
|
Guarantor
Subsidiaries
|
|
Non-
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Cash flows provided by (used in) operating activities
|
$
|
—
|
|
|
$
|
(8,744
|
)
|
|
$
|
81,969
|
|
|
$
|
(43,367
|
)
|
|
$
|
—
|
|
|
$
|
29,858
|
|
Cash flows provided by (used in) investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Proceeds from intercompany loans
|
—
|
|
|
31,959
|
|
|
—
|
|
|
—
|
|
|
(31,959
|
)
|
|
—
|
|
||||||
Kraton purchase of property, plant, and equipment
|
—
|
|
|
(1,628
|
)
|
|
(49,210
|
)
|
|
(15,560
|
)
|
|
—
|
|
|
(66,398
|
)
|
||||||
KFPC purchase of property, plant, and equipment
|
—
|
|
|
—
|
|
|
—
|
|
|
(44,277
|
)
|
|
—
|
|
|
(44,277
|
)
|
||||||
Purchase of software and other intangibles
|
—
|
|
|
(3,710
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,710
|
)
|
||||||
Net cash provided by (used in) investing activities
|
—
|
|
|
26,621
|
|
|
(49,210
|
)
|
|
(59,837
|
)
|
|
(31,959
|
)
|
|
(114,385
|
)
|
||||||
Cash flows used in financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Proceeds from debt
|
—
|
|
|
—
|
|
|
39,000
|
|
|
—
|
|
|
—
|
|
|
39,000
|
|
||||||
Repayments of debt
|
—
|
|
|
—
|
|
|
(39,000
|
)
|
|
—
|
|
|
—
|
|
|
(39,000
|
)
|
||||||
Capital lease payments
|
—
|
|
|
—
|
|
|
(6,007
|
)
|
|
—
|
|
|
—
|
|
|
(6,007
|
)
|
||||||
Purchase of treasury stock
|
(19,383
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(19,383
|
)
|
||||||
Cash contribution from member
|
—
|
|
|
(18,679
|
)
|
|
(704
|
)
|
|
—
|
|
|
19,383
|
|
|
—
|
|
||||||
Cash distribution to member
|
17,935
|
|
|
1,448
|
|
|
—
|
|
|
—
|
|
|
(19,383
|
)
|
|
—
|
|
||||||
Proceeds from the exercise of stock options
|
1,448
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,448
|
|
||||||
Debt issuance costs
|
—
|
|
|
—
|
|
|
—
|
|
|
(485
|
)
|
|
—
|
|
|
(485
|
)
|
||||||
Payments on intercompany loans
|
—
|
|
|
—
|
|
|
(31,959
|
)
|
|
—
|
|
|
31,959
|
|
|
—
|
|
||||||
Net cash used in financing activities
|
—
|
|
|
(17,231
|
)
|
|
(38,670
|
)
|
|
(485
|
)
|
|
31,959
|
|
|
(24,427
|
)
|
||||||
Effect of exchange rate differences on cash
|
—
|
|
|
—
|
|
|
—
|
|
|
(13,100
|
)
|
|
—
|
|
|
(13,100
|
)
|
||||||
Net increase (decrease) in cash and cash equivalents
|
—
|
|
|
646
|
|
|
(5,911
|
)
|
|
(116,789
|
)
|
|
—
|
|
|
(122,054
|
)
|
||||||
Cash and cash equivalents, beginning of period
|
—
|
|
|
—
|
|
|
11,792
|
|
|
164,080
|
|
|
—
|
|
|
175,872
|
|
||||||
Cash and cash equivalents, end of period
|
$
|
—
|
|
|
$
|
646
|
|
|
$
|
5,881
|
|
|
$
|
47,291
|
|
|
$
|
—
|
|
|
$
|
53,818
|
|
(1)
|
Kraton Polymers LLC and Kraton Polymers Capital Corporation, a financing subsidiary, collectively, the Issuers, are co-issuers of the
6.75%
senior notes due
March 1, 2019
. Kraton Polymers Capital Corporation has minimal assets and income. We do not believe that separate financial information concerning the Issuers would provide additional information that would be material to investors in making an investment decision.
|
|
Kraton
|
|
Kraton
Polymers
LLC(1)
|
|
Guarantor
Subsidiaries
|
|
Non-
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Cash flows provided by (used in) operating activities
|
$
|
—
|
|
|
$
|
29,662
|
|
|
$
|
(46,569
|
)
|
|
$
|
122,363
|
|
|
$
|
—
|
|
|
$
|
105,456
|
|
Cash flows provided by (used in) investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Proceeds from intercompany loans
|
—
|
|
|
68,962
|
|
|
—
|
|
|
—
|
|
|
(68,962
|
)
|
|
—
|
|
||||||
Kraton purchase of property, plant, and equipment
|
—
|
|
|
—
|
|
|
(40,048
|
)
|
|
(29,095
|
)
|
|
—
|
|
|
(69,143
|
)
|
||||||
KFPC purchase of property, plant, and equipment
|
—
|
|
|
—
|
|
|
—
|
|
|
(11,937
|
)
|
|
—
|
|
|
(11,937
|
)
|
||||||
Purchase of software and other intangibles
|
—
|
|
|
—
|
|
|
(5,125
|
)
|
|
—
|
|
|
—
|
|
|
(5,125
|
)
|
||||||
Settlement of net investment hedge
|
—
|
|
|
(2,490
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,490
|
)
|
||||||
Net cash provided by (used) in investing activities
|
—
|
|
|
66,472
|
|
|
(45,173
|
)
|
|
(41,032
|
)
|
|
(68,962
|
)
|
|
(88,695
|
)
|
||||||
Cash flows provided by (used in) financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Proceeds from debt
|
—
|
|
|
—
|
|
|
40,000
|
|
|
—
|
|
|
—
|
|
|
40,000
|
|
||||||
Repayments of debt
|
—
|
|
|
(96,875
|
)
|
|
(40,000
|
)
|
|
—
|
|
|
—
|
|
|
(136,875
|
)
|
||||||
Capital lease payments
|
—
|
|
|
—
|
|
|
(2,950
|
)
|
|
—
|
|
|
—
|
|
|
(2,950
|
)
|
||||||
Cash contribution from member
|
—
|
|
|
741
|
|
|
(741
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Cash distribution to member
|
(741
|
)
|
|
—
|
|
|
741
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Contribution from noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
41,630
|
|
|
—
|
|
|
41,630
|
|
||||||
Proceeds from the exercise of stock options
|
741
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
741
|
|
||||||
Debt issuance costs
|
—
|
|
|
—
|
|
|
(3,310
|
)
|
|
(1,484
|
)
|
|
—
|
|
|
(4,794
|
)
|
||||||
Proceeds from (payments on) intercompany loans
|
—
|
|
|
—
|
|
|
28,891
|
|
|
(97,853
|
)
|
|
68,962
|
|
|
—
|
|
||||||
Net cash provided by (used in) financing activities
|
—
|
|
|
(96,134
|
)
|
|
22,631
|
|
|
(57,707
|
)
|
|
68,962
|
|
|
(62,248
|
)
|
||||||
Effect of exchange rate differences on cash
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,807
|
)
|
|
—
|
|
|
(1,807
|
)
|
||||||
Net increase (decrease) in cash and cash equivalents
|
—
|
|
|
—
|
|
|
(69,111
|
)
|
|
21,817
|
|
|
—
|
|
|
(47,294
|
)
|
||||||
Cash and cash equivalents, beginning of period
|
—
|
|
|
—
|
|
|
80,903
|
|
|
142,263
|
|
|
—
|
|
|
223,166
|
|
||||||
Cash and cash equivalents, end of period
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
11,792
|
|
|
$
|
164,080
|
|
|
$
|
—
|
|
|
$
|
175,872
|
|
(1)
|
Kraton Polymers LLC and Kraton Polymers Capital Corporation, a financing subsidiary, collectively, the Issuers, are co-issuers of the
6.75%
senior notes due
March 1, 2019
. Kraton Polymers Capital Corporation has minimal assets and income. We do not believe that separate financial information concerning the Issuers would provide additional information that would be material to investors in making an investment decision.
|
|
First
Quarter(1)
|
|
Second
Quarter(2)
|
|
Third
Quarter(3)
|
|
Fourth
Quarter(4)
|
|
Total
|
||||||||||
|
(in thousands, except per share data)
|
||||||||||||||||||
2015
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue
|
$
|
261,429
|
|
|
$
|
255,908
|
|
|
$
|
269,012
|
|
|
$
|
248,277
|
|
|
$
|
1,034,626
|
|
Gross profit
|
46,561
|
|
|
47,436
|
|
|
67,810
|
|
|
66,849
|
|
|
228,656
|
|
|||||
Operating income (loss)
|
(3,631
|
)
|
|
602
|
|
|
17,151
|
|
|
4,109
|
|
|
18,231
|
|
|||||
Net income (loss) attributable to Kraton
|
(9,456
|
)
|
|
(5,564
|
)
|
|
8,446
|
|
|
(3,961
|
)
|
|
(10,535
|
)
|
|||||
Earnings (loss) per common share
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
(0.30
|
)
|
|
(0.18
|
)
|
|
0.27
|
|
|
(0.13
|
)
|
|
(0.34
|
)
|
|||||
Diluted
|
(0.30
|
)
|
|
(0.18
|
)
|
|
0.27
|
|
|
(0.13
|
)
|
|
(0.34
|
)
|
|||||
Weighted average common shares outstanding
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
31,067
|
|
|
30,772
|
|
|
30,503
|
|
|
29,969
|
|
|
30,574
|
|
|||||
Diluted
|
31,067
|
|
|
30,772
|
|
|
30,849
|
|
|
29,969
|
|
|
30,574
|
|
|||||
2014
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue
|
$
|
311,656
|
|
|
$
|
323,767
|
|
|
$
|
318,971
|
|
|
$
|
276,039
|
|
|
$
|
1,230,433
|
|
Gross profit
|
57,073
|
|
|
72,080
|
|
|
63,824
|
|
|
44,090
|
|
|
237,067
|
|
|||||
Operating income (loss)
|
(1,851
|
)
|
|
19,132
|
|
|
23,458
|
|
|
(10,224
|
)
|
|
30,515
|
|
|||||
Net income (loss) attributable to Kraton
|
(7,909
|
)
|
|
11,143
|
|
|
16,615
|
|
|
(17,430
|
)
|
|
2,419
|
|
|||||
Earnings (loss) per common share
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
(0.24
|
)
|
|
0.34
|
|
|
0.51
|
|
|
(0.54
|
)
|
|
0.07
|
|
|||||
Diluted
|
(0.24
|
)
|
|
0.33
|
|
|
0.50
|
|
|
(0.54
|
)
|
|
0.07
|
|
|||||
Weighted average common shares outstanding
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
32,162
|
|
|
32,268
|
|
|
32,315
|
|
|
31,907
|
|
|
32,163
|
|
|||||
Diluted
|
32,162
|
|
|
32,777
|
|
|
32,600
|
|
|
31,907
|
|
|
32,483
|
|
(1)
|
The first quarter of 2014 was negatively impacted by approximately
$13.0 million
of charges associated with production downtime at our Belpre, Ohio, and Berre, France, facilities and charges of approximately
$9.2 million
related to professional fees for the terminated combination agreement with LCY.
|
(2)
|
Results for the second quarter of 2015 were negatively impacted by approximately
$13.2 million
of unplanned production issues and higher turnaround costs. The second quarter of 2014 included charges of approximately
$3.8 million
related to professional fees for the terminated combination agreement with LCY.
|
(3)
|
The third quarter of 2015 included
$5.0 million
of transaction related costs, primarily associated with the Arizona Chemical Acquisition. The third quarter of 2014 included a
$4.2 million
benefit from a reduction in estimated transaction fees related to the terminated combination agreement with LCY and a
$1.0 million
benefit from an insurance recovery related to the first quarter 2014 production downtime at our Belpre, Ohio, facility and a
$1.9 million
tax benefit due to a reduction of income tax valuation allowance related to the assessment of our ability to utilize net operating losses in future periods.
|
(4)
|
The fourth quarter of 2015 included
$15.0 million
of transaction related costs, primarily associated with the Arizona Chemical Acquisition. The fourth quarter of 2014 included
$2.3 million
of restructuring and other charges and
$4.7 million
of impairments of long lived assets. The fourth quarter of 2014 also included approximately
$1.7 million
benefit from insurance recoveries and reductions in estimated expenses related to the first quarter 2014 production downtime at our Belpre, Ohio, facility.
|
|
Balance
at Beginning
of Period
|
|
Net
Expenses
|
|
Write-offs
|
|
Balance
at End of
Period
|
||||||||
Allowance for doubtful accounts:
|
|
|
|
|
|
|
|
||||||||
Year ended December 31, 2015
|
$
|
245
|
|
|
$
|
31
|
|
|
$
|
(32
|
)
|
|
$
|
244
|
|
Year ended December 31, 2014
|
$
|
315
|
|
|
$
|
13
|
|
|
$
|
(83
|
)
|
|
$
|
245
|
|
Year ended December 31, 2013
|
$
|
401
|
|
|
$
|
6
|
|
|
$
|
(92
|
)
|
|
$
|
315
|
|
|
Balance
at Beginning
of Period
|
|
Net
Expenses
|
|
Foreign
Currency
|
|
Balance
at End of
Period
|
||||||||
Inventory reserves:
|
|
|
|
|
|
|
|
||||||||
Year ended December 31, 2015
|
$
|
11,028
|
|
|
$
|
171
|
|
|
$
|
29
|
|
|
$
|
11,228
|
|
Year ended December 31, 2014
|
$
|
10,476
|
|
|
$
|
339
|
|
|
$
|
213
|
|
|
$
|
11,028
|
|
Year ended December 31, 2013
|
$
|
11,179
|
|
|
$
|
(693
|
)
|
|
$
|
(10
|
)
|
|
$
|
10,476
|
|
Exhibit No
|
|
Description of Exhibits
|
2.1
|
|
Combination Agreement by and among Kraton Performance Polymers, Inc., KPP Shelfco Limited, NY Mergerco, LLC, LCY Chemical Corp. and LCY Synthetic Rubber Corp., dated as of January 28, 2014 (incorporated by reference to Exhibit 2.1 to Kraton Performance Polymers, Inc.’s Current Report on Form 8-K filed with the SEC on January 28, 2014)
|
|
|
|
2.2
|
|
Stock Purchase Agreement, dated as of September 27, 2015, by and among AZC Holding Company LLC, Arizona Chemical Holdings Corporation and Kraton Polymers LLC (incorporated by reference to Exhibit 2.1 to Kraton's current report on Form 8-K filed with the SEC on September 30, 2015)
|
|
|
|
3.1
|
|
Certificate of Incorporation of Kraton Performance Polymers, Inc. (incorporated by reference to Exhibit 3.1 to Kraton Performance Polymers, Inc.’s Form S-3 filed with the SEC on August 25, 2015)
|
|
|
|
3.2
|
|
Bylaws of Kraton Performance Polymers, Inc. (incorporated by reference to Exhibit 3.2 to Kraton Performance Polymers, Inc.’s Form S3 filed with the SEC on August 25, 2015)
|
|
|
|
4.1
|
|
Specimen Stock Certificate of Kraton Performance Polymers, Inc.’s Common Stock, par value $0.01 per share (incorporated by reference to Exhibit 4.1 to the Kraton Performance Polymers, Inc.’s Form S-1/A filed with the SEC on December 10, 2009)
|
|
|
|
4.2
|
|
Indenture, dated as of February 11, 2011, among Kraton Polymers LLC, Kraton Polymers Capital Corporation, the Guarantors named therein and Wells Fargo Bank, National Association, as trustee, relating to the 6.75% Senior Notes due 2019 (incorporated by reference to Exhibit 4.1 to Kraton Performance Polymers, Inc.’s Current Report on Form 8-K filed with the SEC on February 15, 2011)
|
|
|
|
4.3
|
|
First Supplemental Indenture dated as of March 20, 2012, among Kraton Polymers LLC, Kraton Polymers Capital Corporation, the Guarantors named therein and Wells Fargo Bank, National Association, as trustee, relating to the 6.75% Senior Notes due 2019 (incorporated by reference to Exhibit 4.1 to Kraton Performance Polymers, Inc.’s Current Report on Form 8-K filed with the SEC on March 21, 2012)
|
|
|
|
4.4
|
|
Second Supplemental Indenture dated as of December 14, 2015, among Kraton Polymers LLC, Kraton Polymers Capital Corporation, the Guarantors named therein and Wells Fargo Bank, National Association, as trustee, relating to the 6.75% Senior Notes due 2019 (incorporated by reference to Exhibit 4.3 to Kraton Performance Polymers, Inc.’s Current Report on Form 8-K filed with the SEC on January 7, 2016)
|
|
|
|
4.5
|
|
Indenture, dated as of January 6, 2016, among Kraton Polymers LLC, Kraton Polymers Capital Corporation, the Guarantors named therein and Wells Fargo Bank, National Association, as trustee, relating to the 10.5% Senior Notes due 2023 (incorporated by reference to Exhibit 4.1 to Kraton Performance Polymers, Inc.’s Current Report on Form 8-K filed with the SEC on January 7, 2016)
|
|
|
|
10.1
|
|
Guarantee Agreement by and between Kraton Polymers LLC and Taiwan Cooperative Bank, Ltd., dated as of July 17, 2014 (incorporated by reference to Exhibit 10.1 to Kraton Performance Polymer, Inc.'s Quarterly Report on Form 10-Q filed with the SEC on July 31, 2014)
|
|
|
|
10.2
|
|
Credit and Guarantee Agreement, dated as of January 6, 2016, among Kraton Polymers LLC, as the Borrower, Kraton Performance Polymers, Inc., Kraton Polymers U.S. LLC, Elastomers Holdings LLC, Kraton Polymers Capital Corporation, Arizona Chemical Holdings Corporation, AZ Chem Intermediate Inc., AZ Chem US Holdings Inc., AZ Chem US Inc. and Arizona Chemical Company, LLC, as Guarantors, and Credit Suisse AG, Cayman Islands Branch, as Administrative Agent and Collateral Agent
|
|
|
|
10.3
|
|
Pledge and Security Agreement, dated as of January 6, 2016, among Kraton Polymers LLC, Kraton Performance Polymers, Inc., Kraton Polymers U.S. LLC, Elastomers Holdings LLC, Kraton Polymers Capital Corporation, Arizona Chemical Holdings Corporation, AZ Chem Intermediate Inc., AZ Chem US Holdings Inc., AZ Chem US Inc. and Arizona Chemical Company, LLC, as Grantors, and Credit Suisse AG, Cayman Islands Branch, as Collateral Agent
|
|
|
|
Exhibit No
|
|
Description of Exhibits
|
10.4
|
|
Amended and Restated Loan, Security and Guarantee Agreement, dated as of January 6, 2016, among Kraton Polymers LLC, as the Borrower, Kraton Performance Polymers, Inc., Kraton Polymers U.S. LLC, Elastomers Holdings LLC, Kraton Polymers Capital Corporation, Arizona Chemical Holdings Corporation, AZ Chem Intermediate Inc., AZ Chem US Holdings Inc., AZ Chem US Inc. and Arizona Chemical Company, LLC, as Guarantors, and Bank of America, N.A., as Administrative Agent and Collateral Agent
|
|
|
|
10.5
|
|
Purchase Agreement, dated as of January 5, 2016, by and among Kraton Polymers LLC and Kraton Polymers Capital Corporation, as Issuers, Credit Suisse Securities (USA) LLC, Nomura Securities International, Inc. and Deutsche Bank Securities Inc., as representatives of the several initial purchasers named therein, and the Guarantors named therein
|
|
|
|
10.6
|
|
Shareholder Agreement of Kraton Formosa Polymers Corporation, dated as of February 27, 2013, by and between KP Investment BV and Formosa Petrochemical Corporation (incorporated by reference to Exhibit 10.3 to Kraton Performance Polymers, Inc.’s Quarterly Report on Form 10-Q filed with the SEC on May 2, 2013)
|
|
|
|
10.7
|
|
Ground Lease, dated as of February 27, 2013, by and between Formosa Petrochemical Corporation and Kraton Formosa Polymers Corporation (Mailiao) (incorporated by reference to Exhibit 10.4 to Kraton Performance Polymers, Inc.’s Quarterly Report on Form 10-Q filed with the SEC on May 2, 2013)
|
|
|
|
10.8
|
|
Contribution Agreement, dated as of February 28, 2001, between Shell Oil Company and Shell Elastomers (portions of this exhibit have been omitted pursuant to a request for confidential treatment) (incorporated by reference to Exhibit 10.44 to Amendment No. 1 to Kraton Performance Polymers, Inc.’s Annual Report on Form 10-K/A filed with the SEC on October 28, 2011)
|
|
|
|
10.9
|
|
Contribution Agreement, dated as of February 28, 2001, between Shell Internationale Research Maatschappij B.V. and Kraton Polymers Research B.V. (portions of this exhibit have been omitted pursuant to a request for confidential treatment) (incorporated by reference to Exhibit 10.45 to Amendment No. 3 to Kraton Performance Polymers, Inc.’s Annual Report on Form 10-K/A filed with the SEC on March 8, 2012)
|
|
|
|
10.10
|
|
Amended and Restated Belpre Facility Sharing and Operating Agreement, dated as of July 1, 1999, among Infineum USA LP, Shell Oil Kraton and Shell Elastomers LLC (portions of this exhibit have been omitted pursuant to a request for confidential treatment) (incorporated by reference to Exhibit 10.31 to Amendment No. 1 to Kraton Performance Polymers, Inc.’s Annual Report on Form 10-K/A filed with the SEC on October 28, 2011)
|
|
|
|
10.11
|
|
Amendment No. 1 to Amended and Restated Belpre Facility Sharing and Operating Agreement, dated as of January 23, 2007 (incorporated by reference to Exhibit 10.69 to the Kraton Performance Polymers, Inc.’s Form S-1 filed with the SEC on November 20, 2009)
|
|
|
|
10.12
|
|
Amendment No. 2 to Amended and Restated Belpre Facility Sharing and Operating Agreement, dated as of January 1, 2009 (incorporated by reference to Exhibit 10.70 to the Kraton Performance Polymers, Inc.’s Form S-1 filed with the SEC on November 20, 2009)
|
|
|
|
10.13
|
|
Manufacturing Facility Lease, dated as of August 24, 2000, between Shell Chimie and Kravis (Berre-Kraton D) (incorporated by reference to Exhibit 10.47 to Kraton Polymers LLC’s Registration Statement on Form S-4 filed with the SEC on April 1, 2005)
|
|
|
|
10.14
|
|
Manufacturing Facility Lease, dated as of August 24, 2000, between Shell Chimie and Kraton Polymers France SAS (Berre-Kraton G) (incorporated by reference to Exhibit 10.48 to Kraton Polymers LLC’s Registration Statement on Form S-4 filed with the SEC on April 1, 2005)
|
|
|
|
10.15
|
|
Business Lease, dated as of March 31, 2000, between Elenac GmbH and Kraton Polymers GmbH (Wesseling) (portions of this exhibit have been omitted pursuant to a request for confidential treatment) (incorporated by reference to Exhibit 10.49 to Kraton Polymers LLC’s Registration Statement on Form S-4 filed with the SEC on April 1, 2005).
|
|
|
|
10.16
|
|
Amendment to the Business Lease dated March 31, 2000 between Bassell Polyolefine GmbH (previously Elenac GmbH) and Kraton Polymers GmbH (Wesseling) (incorporated by reference to Exhibit 10.49(a) to Kraton Polymers LLC’s Registration Statement on Form S-4 filed with the SEC on April 1, 2005)
|
|
|
|
10.17*
|
|
Lease Agreement dated as of February 28, 2007 between International Paper Company and Arizona Chemical Company (Savannah)
|
|
|
|
10.18*
|
|
Oulu Land Lease Agreement dated effective as of 30 August 1996 between Enso Oy and Forchem Oy (Oulu)
|
|
|
|
Exhibit No
|
|
Description of Exhibits
|
10.19*
|
|
Amendment for Land Lease Contract dated 15 February 2015 between Stora Enso Oyj and Arizona Chemical Oy (Oulu)
|
|
|
|
10.20+
|
|
Kraton Polymers U.S. LLC Benefits Restoration Plan, as amended and restated effective as of January 1, 2013 (incorporated by reference to Exhibit 10.1 to Kraton Performance Polymers, Inc.’s Quarterly Report on Form 10-Q filed with the SEC on November 1, 2012)
|
|
|
|
10.21+
|
|
Form of Letter to Participants in the Benefits Restoration Plan with respect to Death Benefit (incorporated by reference to Exhibit 10.21 to Kraton Performance Polymers, Inc.’s Annual Report on Form 10-K filed with the SEC on February 28,2013)
|
|
|
|
10.22+
|
|
Kraton Polymers U.S. LLC Pension Benefit Restoration Plan as amended and restated December 10, 2013 (incorporated by reference to Exhibit 10.24 to Kraton Performance Polymers, Inc.’s Annual Report on Form 10-K filed with the SEC on February 27, 2014)
|
|
|
|
10.23+
|
|
Polymer Holdings LLC Executive Deferred Compensation Plan dated November 30, 2009 (incorporated by reference to Exhibit 10.52 to the Kraton Performance Polymers, Inc.’s Form S-1/A filed with the SEC on December 2, 2009)
|
|
|
|
10.24+
|
|
TJ Chemical Holdings LLC 2004 Option Plan (as amended and restated November 30, 2009) (incorporated by reference to Exhibit 10.53 to the Kraton Performance Polymers, Inc.’s Form S-1/A filed with the SEC on December 2, 2009)
|
|
|
|
10.25+
|
|
Kraton Performance Polymers, Inc. 2009 Equity Incentive Plan (as amended and restated February 16, 2012) (incorporated by reference to Exhibit 10.24 to Kraton Performance Polymers, Inc.’s Annual Report on Form 10-K filed with the SEC on February 29, 2012)
|
|
|
|
10.26+*
|
|
Form of Kraton Performance Polymers, Inc. Restricted Stock Award Agreement under the 2009 Equity Incentive Plan
|
|
|
|
10.27+*
|
|
Form of Kraton Performance Polymers, Inc. Restricted Stock Unit Award Agreement under the 2009 Equity Incentive Plan
|
|
|
|
10.28+*
|
|
Form of Kraton Performance Polymers, Inc. Restricted Stock Performance Unit Award Agreement under the 2009 Equity Incentive Plan
|
|
|
|
10.29+*
|
|
Form of Kraton Performance Polymers, Inc. Nonqualified Stock Option Award Agreement under the 2009 Equity Incentive Plan
|
|
|
|
10.30+*
|
|
Form of Kraton Performance Polymers, Inc. Cash Award Agreement
|
|
|
|
10.31+
|
|
Kraton Performance Polymers, Inc. 2013 Cash Incentive Plan (incorporated by reference to Exhibit 10.1 to Kraton Performance Polymers, Inc.’s Quarterly Report on Form 10-Q filed with the SEC on August 1, 2012)
|
|
|
|
10.32+
|
|
First Amendment to Kraton Performance Polymers, Inc. 2013 Cash Incentive Plan (incorporated by reference to Exhibit 10.2 to Kraton Performance Polymers, Inc.’s Current Report on Form 8-K filed with the SEC on September 16, 2013)
|
|
|
|
10.33+
|
|
Summary of Terms of 2015 Kraton Performance Polymers, Inc. Cash Incentive Plan (incorporated by reference to Kraton Performance Polymers, Inc.’s Current Reports on Form 8-K filed with the SEC on February 17, 2015)
|
|
|
|
10.34+
|
|
Kraton Performance Polymers, Inc. Executive Severance Program effective as of November 1, 2011 (incorporated by reference to Exhibit 10.30 to Kraton Performance Polymers, Inc.’s Annual Report on Form 10-K filed with the SEC on February 29, 2012)
|
|
|
|
10.35+
|
|
Form of Employee Confidentiality and Non-Competition Agreement entered into by executives participating in the Executive Severance Program (incorporated by reference to Exhibit 10.31 to Kraton Performance Polymers, Inc.’s Annual Report on Form 10-K filed with the SEC on February 29, 2012)
|
|
|
|
10.36+
|
|
Amendment to Outstanding Option Grant Agreements (incorporated by reference to Exhibit 10.92 to the Kraton Performance Polymers, Inc.’s Form S-1 filed with the SEC on December 2, 2009)
|
|
|
|
10.37+
|
|
Form of Indemnification Agreement (incorporated by reference to Exhibit 10.1 to Kraton Performance Polymers, Inc.’s Current Report on Form 8-K filed with the SEC on December 16, 2011)
|
|
|
|
10.38+
|
|
Executive Compensation Recoupment Policy (adopted September 11, 2013) (incorporated by reference to Exhibit 10.1 to Kraton Performance Polymers, Inc.’s Current Report on Form 8-K filed with the SEC on September 16, 2013)
|
|
|
|
12.1*
|
|
Statement of Computation of Ratio of Earnings to Fixed Charges
|
Exhibit No
|
|
Description of Exhibits
|
|
|
|
21.1*
|
|
List of Significant Subsidiaries
|
|
|
|
23.1*
|
|
Consent of Independent Registered Public Accounting Firm
|
|
|
|
24.1*
|
|
Powers of Attorney
|
|
|
|
31.1*
|
|
Certification by CEO pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
31.2*
|
|
Certification by CFO pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
32.1*
|
|
Certification by CEO and CFO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
|
101*
|
|
The following materials from Kraton Performance Polymers, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2015, formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets as of December 31, 2015 and December 31, 2014, (ii) Consolidated Statements of Operations for the years ended December 31, 2015, 2014 and 2013, (iii) Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2015, 2014, and 2013 (iv) Consolidated Statements of Changes in Equity for the years ended December 31, 2015, 2014 and 2013, (v) Consolidated Statements of Cash Flows for the years ended December 31, 2015, 2014 and 2013, and (vi) Notes to Consolidated Financial Statements.
|
+
|
Denotes management contract or compensatory plan or arrangement.
|
*
|
Filed herewith.
|
|
|
STATE OF GEORGIA
|
|
|
MEMORANDUM OF LEASE
|
COUNTY OF CHATHAM
|
|
1.
|
LEASED PROPERTY
|
1.1
|
A parcel of approximately 89.500 m² of site no. 24 in block 1 in the Nuottasaari district of the City of Oulu indicated on the map attached as Annex 1 hereto, excluding buildings owned by the Lessor or third party, if any, (the “Leased Property”) as shown on the map.
|
2.
|
RENT
|
2.1
|
The annual rent for the Leased Property shall amount to FIM 13,000.
|
2.2
|
The rent is payable annually in advance for each calendar year on the third banking day of January of each year. The default interest is according to Finnish law.
|
2.3
|
The rent is bound to the changes in the cost-of-living index (1951:10=100) to the extent permitted under the Act on the Restriction of the Use of Index Clauses (No. 1222/1994, as amended) or any act that may supersede such Act. The cost-of-living index for December 1996 shall not be considered as the basic index and as adjustment index of December of each year. Adjustment of the rent caused by changes in the index are taken into account as of the annual lease payment for the following calendar year.
|
3.
|
PERIOD OF LEASE
|
3.1
|
The period of lease shall commence on the 31
st
of August 1996 and expire on the 31
st
of August 2046.
|
3.2
|
At any time within the twelve months of the expiration of the term hereof, the Lessee on notice may extend the period of lease until 31
st
of August 2095. If the Lessee exercises its option and continues the lease after 31
st
of August 2046 the rent shall be adjusted by agreement to correspond to the prevailing local market rent for industrial property at such date and failing agreement, by arbitration as set forth below.
|
3.3
|
Save for clause 3.4 below, the Lessor shall not have the right to terminate this Agreement unless the Lessee is materially in breach of the terms and conditions of this Agreement and such breach leads to significant damage for the Lessor and the Lessee fails to remedy such breach within a reasonable time after receiving a written complaint from the Lessor.
|
3.4
|
In the event the Lessee permanently ceases industrial operations at the Leased Property, the Lessor, commencing eighteen months following the cessation of such operations, may terminate this Agreement by giving six months’ notice to the Lessee, provided that the Lessee has not before the expiration of such six months period initiated or resumes industrial operations at the Leased Property within such period. For such purposes of this Section permanent cessation of the industrial operations refers to permanent closing of the site.
|
3.5
|
The Lessee for its part may terminate this Agreement for any reason on twelve months’ notice to the Lessor.
|
3.6
|
Upon termination of this Agreement, the Lessee shall remove at its own cost the equipment from the Leased Property and shall level and remove the Buildings to their foundations as soon as reasonably practicable after the termination date, but no later than eighteen months thereafter.
|
4.
|
RIGHT TO REGISTER
|
4.1
|
The Lessee shall have the right to apply for a mortgage to secure its leasehold on the Leased Property without the Lessor’s consent.
|
4.1
|
The Lessor shall assist the Lessee and make all reasonable efforts to secure that the leasehold will be registered at Lessee’s expense on the real estate unit where the Leased Property is situated with the same priority as the existing leasehold for the Leased Property.
|
5.
|
RIGHT TO SUBLEASE
|
5.1
|
During the term hereof, the Lessee may sublease the premises or any part thereof to a company owned or controlled by International Paper Company, subject to the terms and conditions herein and provided that the Lessee remains responsible at all times for the performance of the sublessee.
|
6.
|
TRANSFERABILITY
|
6.1
|
The Lessee shall have the right to transfer the Lease Agreement to a third party without the Lessor’s consent.
|
7.
|
USE OF LEASED PROPERTY
|
7.1
|
The Lessee shall use the Leased Property for industrial purposes or for other purposes that directly or indirectly serves industry.
|
7.2
|
The Lessee shall have the right to construct new buildings and equipment as well as to install any interior or exterior signs on the Leased Property.
|
7.3
|
The Lessee is responsible for the legality of its activities conducted on the Leased Premises and for obtaining necessary permits for such activities.
|
7.4
|
The Lessee shall have the right of access to the property owned by the Lessor surrounding the Leased Property and to use the roads, railways, fairways and parking palaces located thereon. Additionally, the Lessee shall have the right to build across such property electric, water and steam lines, the placement of which is to be agreed between parties in order to minimize the disruption caused to the Lessor by such arrangements.
|
7.5
|
The Lessor shall have the right to keep the buildings owned by it on the Leased Property without compensation.
|
7.6
|
The Lessor shall have the right of access to the Leased Property and the right to use the roads, railways and fairways located thereon, Additionally, the Lessor shall have the right to build across the Leased Property electric, water and steam lines, the placement of which is agreed upon between the parties in order to minimize the disruption caused to the Lessee by such arrangements.
|
7.7
|
The owner of the cables and pipes crossing the Leased Property shall be responsible for such equipment unless otherwise has been separately agreed between the parties.
|
8.
|
INDEMNIFICATION
|
8.1
|
The environmental undertakings in the Purchase and Sale Agreement Article 13.1 thereof shall apply mutas mutandis with respect to the obligations of the particular parties to this Agreement and are incorporated herein by reference.
|
9.
|
ENTIRE AGREEMENT
|
9.1
|
This Agreement constitutes the entire Agreement of the parties with respect to the subject matter hereof, supersedes and cancels any prior Leases, oral written, and may not be modified except in writing signed by both parties.
|
10.
|
LANGUAGE
|
10.1
|
This Agreement is executed in Finnish, which is the governing language of this Agreement; however in the event of a dispute, the corresponding English translation agreed by the Parties (annexed to this Agreement as Annex 2) may be referred to by either party for purposes of interpreting the Parties’ intention.
|
11.
|
ARBITRATION; CHOICE OF LAW
|
11.1
|
Any dispute, controversy or claim arising out of or relating to this Agreement, or the breach, termination or validity of any such agreement hereunder shall be finally settles by the arbitration in accordance with the Arbitration Rules of the Finnish Central Chamber of Commerce. The arbitration shall be held in Helsinki and the arbitration proceedings shall be conducted in the English language, the arbitrators shall be three in number and appointed by the Board of Arbitration of the Central Chamber of Commerce in Finland.
|
11.1
|
This Agreement is governed by Finnish law.
|
12.
|
NOTICES
|
12.1
|
All notices, request, demands and other communications shall be in writing in English or Finnish and shall be deemed to have duly served or delivered if sent by courier or air mail post in registered prepaid envelope or by telefax to the following, or if no longer applicable, to the parties’ last notified address.
|
(1)
|
Stora Enso Oyj
(formerly Veitsiluoto Oy), a company incorporated in Finland with corporate identification number 1039050-8 (“
The Lessor
”)
|
(2)
|
Arizona Chemical Oy
(formerly Forchem Oy), a company incorporated in Finland with corporate identification number 2095659-5 (“
The Lessee
”).
|
(i)
|
The Lessee is entitled to build and maintain chemical pipelines on and outside the leased area owned by the Lessor. The chemical pipelines are defined in the Appendix 1.
|
(ii)
|
The pipelines of the Lessee that will lead to the Chemical Pier number 2 shall be built on the existing pipebridge of the Lessor.
|
(iii)
|
The Lessee is obliged to finance not more than 50 per cent of such costs that the possibly at a later stage installed, additional supporting brackets that might be needed for the Lessor’s pipebridge, may cause. The obligation is effective for such costs that have materialised and been presented to the Lessee within ten (10) years from the Effective Date of this Second Amendment Agreement.
|
(iv)
|
The Lessee will be responsible for the maintenance of its pipeline.
|
(v)
|
The Lessor is responsible for the maintenance of the pipebridge. The Lessor Agrees to keep the pipebridge in a good condition and to prevent any malfunctions, breakage by stress or any other failure that could cause malfunction to the Lessee’s chemical pipeline.
|
(vi)
|
The Parties understand that the Lessee’s chemical pipelines convey chemicals.
|
(vii)
|
In the unlikely event of leakage that is not caused by any failure, breakage or malfunction of the pipebridge, the full responsibility is on the owner of the specific pipeline. However the Parties agree to act favourably to the other Party’s proper fulfilment of environmental responsibilities in an event of leakage.
|
(viii)
|
Both Parties shall maintain such an insurance coverage that is required by law, including, but not limited to:
|
•
|
Commercial General Liability in the amounts not less than a combined single limit of Two Million Euro (2,000,000 euro) for personal injury or death and for damage to or the destruction of property, including coverage for Products and Completed Operations Hazards and Personal and Advertising Injury;
|
•
|
Liability Insurance with a minimum limit of One Million Euro (1,000,000 euro), insuring against loss due to negligence or misconduct of the Lessor, its agents or employees. Such policy shall include a Pollution Liability endorsement covering sudden and accidental occurrence only.
|
(ix)
|
The Lessor agrees not to obstruct but to reasonably assist without any cost, the Lessee in dismantling of the Lessee’s pipes in the Chemical Pier number 1.
|
(x)
|
Shall the Lessor be incorporated during the contractual period, the Contract will pass to the founded company as it is.
|
(xi)
|
The Contract is valid until further notice. The period of notice is twelve (12) months.
|
(a)
|
On the third anniversary of the Grant Date, a number of Restricted Stock Units shall vest based on the extent to which the Company has satisfied the performance conditions set forth on Schedule I to this Agreement, provided that the Participant is continuously employed by the Company through such date; or
|
(b)
|
If the Participant’s employment is terminated prior to the third anniversary of the Grant Date due to Disability or death, then the Restricted Stock Units shall vest on a pro rata basis at Target level (as described on Schedule I) effective as of the Participant’s termination date (rounded up to the next whole share), provided that the Participant is continuously employed by the Company through such date, with such pro rata vesting to occur on the following schedule:
|
Date of Termination due to Disability or death
:
|
Amount Vested
|
On or prior to first anniversary of Grant Date
|
1/3 of Target level
|
After first anniversary of Grant Date but on or prior to second anniversary of Grant Date
|
2/3 of Target level
|
After second anniversary of Grant Date but prior to third anniversary of Grant Date
|
Target level
|
Threshold
(0.5 x Target)
|
Target
(1.0 x Target)
|
Maximum
(2.0 x Target)
|
Achievement of 100 basis point improvement of ROCE, resulting in 4.3% during the Performance Period
|
Achievement of 200 basis point improvement of ROCE, resulting in 5.3% during the Performance Period
|
Achievement of 300 basis point improvement of ROCE, resulting in 6.3% during the Performance Period
|
|
December 31, 2015
|
|
December 31, 2014
|
|
December 31, 2013
|
|
December 31, 2012
|
|
December 31,
2010 |
|||||
Fixed Charges:
|
|
|
|
|
|
|
|
|
|
|||||
+ Interest expensed
|
26,390
|
|
|
25,815
|
|
|
27,550
|
|
|
24,127
|
|
|
23,422
|
|
+ Interest capitalized
|
4,185
|
|
|
3,198
|
|
|
4,180
|
|
|
2,648
|
|
|
2,259
|
|
+ Amortization of debt issuance costs
|
2,233
|
|
|
2,223
|
|
|
7,389
|
|
|
2,986
|
|
|
6,722
|
|
+ Amortization of debt premium
|
(174
|
)
|
|
(164
|
)
|
|
(153
|
)
|
|
(108
|
)
|
|
—
|
|
+ Estimate of interest within rental expense
|
1,190
|
|
|
1,231
|
|
|
3,747
|
|
|
4,259
|
|
|
2,846
|
|
Total fixed charges
|
33,824
|
|
|
32,303
|
|
|
42,713
|
|
|
33,912
|
|
|
35,249
|
|
Earnings:
|
|
|
|
|
|
|
|
|
|
|||||
+ Pre-tax income (loss)
|
(5,586
|
)
|
|
6,328
|
|
|
(4,862
|
)
|
|
3,115
|
|
|
91,509
|
|
- Income from equity investees
|
(406
|
)
|
|
(407
|
)
|
|
(530
|
)
|
|
(530
|
)
|
|
(529
|
)
|
+ Fixed charges
|
33,824
|
|
|
32,303
|
|
|
42,713
|
|
|
33,912
|
|
|
35,249
|
|
+ Amortization of capitalized interest
|
419
|
|
|
320
|
|
|
418
|
|
|
265
|
|
|
226
|
|
+ Distributed income of equity investees
|
363
|
|
|
487
|
|
|
422
|
|
|
400
|
|
|
515
|
|
- Interest capitalized
|
(4,185
|
)
|
|
(3,198
|
)
|
|
(4,180
|
)
|
|
(2,648
|
)
|
|
(2,259
|
)
|
Total Earnings
|
24,429
|
|
|
35,833
|
|
|
33,981
|
|
|
34,514
|
|
|
124,711
|
|
Deficiency (Surplus)
|
9,395
|
|
|
(3,530
|
)
|
|
8,732
|
|
|
(602
|
)
|
|
(89,462
|
)
|
Ratio
|
0.72
|
|
|
1.11
|
|
|
0.80
|
|
|
1.02
|
|
|
3.54
|
|
Ratio of Earnings to Fixed Charges
|
0.72:1.00
|
|
|
1.11:1.00
|
|
|
0.80:1.00
|
|
|
1.02:1.00
|
|
|
3.54:1.00
|
|
|
Jurisdiction of Organization
|
KRATON Polymers do Brasil Industria E Comercio de Produtos Petroquimicos Ltda.
|
Brazil
|
KRATON Polymers U.S. LLC
|
Delaware
|
KRATON Polymers Holdings B.V.
|
Netherlands
|
KRATON Polymers Nederland B.V.
|
Netherlands
|
KRATON Global Holdings C.V.
|
Netherlands Antilles
|
KRATON Polymers LLC
|
Delaware
|
KRATON Formosa Polymers Corporation
|
Taiwan
|
(1)
|
Listing includes only doing business names and does not include trade names.
|
February 24, 2016
|
|
/
S
/ A
NNA
C. C
ATALANO
|
|
|
Anna C. Catalano
|
February 24, 2016
|
|
/
S
/ S
TEVEN
J. D
EMETRIOU
|
|
|
Steven J. Demetriou
|
February 24, 2016
|
|
/
S
/ D
OMINIQUE
F
OURNIER
|
|
|
Dominique Fournier
|
February 24, 2016
|
|
/
S
/ J
OHN
J. G
ALLAGHER
, III
|
|
|
John J. Gallagher
|
February 24, 2016
|
|
/
S
/ B
ARRY
J. G
OLDSTEIN
|
|
|
Barry J. Goldstein
|
February 24, 2016
|
|
/
S
/ F
RANCIS
S. K
ALMAN
|
|
|
Francis S. Kalman
|
February 24, 2016
|
|
/
S
/ D
AN
F. S
MITH
|
|
|
Dan F. Smith
|
February 24, 2016
|
|
/
S
/ K
AREN
A. T
WITCHELL
|
|
|
Karen A. Twitchell
|
1.
|
I have reviewed this Annual Report on Form 10-K of Kraton Performance Polymers, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
By:
|
/s/ Kevin M. Fogarty
|
|
Kevin M. Fogarty
|
|
Chief Executive Officer
|
1.
|
I have reviewed this Annual Report on Form 10-K of Kraton Performance Polymers, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
By:
|
/s/ Stephen E. Tremblay
|
|
Stephen E. Tremblay
|
|
Chief Financial Officer
|
By:
|
/
S
/ Kevin M. Fogarty
|
|
Kevin M. Fogarty
|
|
Chief Executive Officer
|
|
|
By:
|
/
S
/ Stephen E. Tremblay
|
|
Stephen E. Tremblay
|
|
Chief Financial Officer
|